Plenary report, 5 December 2023
On the proposal for a directive of the European Parliament and of the Council amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law
Report A-9-2023-0394 · (COM(2023)0177 – C90121/2023 – 2023/0089(COD))
Committee on Legal Affairs · Rapporteur: Emil Radev
AI:In short
Parliament's amended version of the Commission proposal for a directive amending Directives 2009/102/EC and (EU) 2017/1132 on digital tools in company law. It requires preventive administrative, judicial or notarial control of company formation documents, and lets Member States add public electronic identity and legality checks. It extends the 'once-only' principle: registers retrieve founder-company documents electronically when a company is formed or a branch registered, and such electronic documents must not be denied legal effect. It sets disclosure rules for commercial partnerships and cooperatives, adds new register items such as NACE activity codes and employee numbers, and drops the yearly confirmation that register information is up to date. It creates an EU Company Certificate, issued by registers and accepted in all Member States as sufficient evidence of incorporation, and a digital EU power of attorney signed with qualified electronic signatures and authenticated at assurance level 'high'. It sets filing and disclosure deadlines, requires Member States to provide effective, proportionate and dissuasive penalties including pecuniary penalties, and requires the Commission to evaluate the directive within five years of the end of its transposition period.
Position. The Committee on Legal Affairs adopts Parliament's first-reading position amending the Commission proposal. It backs preventive control of company formation, complementary public electronic identity and legality checks, free EU Company Certificates, and a digital EU power of attorney signed with qualified electronic signatures, while opposing yearly confirmations of group information and fees for the certificate.
Key points
- Member States must provide preventive administrative, judicial or notarial control, or any combination, of the instrument of constitution, statutes and amendments at company formation.
- Member States may allow complementary public electronic controls of identity, legal capacity and legality, including remote audio-visual identity checks with electronic checks of identity photos.
- The legality check must verify that substantive legal requirements are met; the rule on formal and substantive control where national law does not require instruments of constitution is deleted.
- Member States may waive the legality check where applicants use the templates referred to in Article 13h.
- Registers must retrieve founder-company documents through the system of interconnection of registers when a company is formed or a branch registered, and companies must not be asked to provide them again.
- Documents or information sent electronically through the system of interconnection of registers must not be denied legal effect or treated as inadmissible solely because they are electronic.
- Commercial partnerships must disclose the same basic information as limited liability companies, adapted to their characteristics, including information about partners and those authorised to represent the partnership.
- Where cooperatives are included in company registers, a listed set of information about them must be disclosed, including name, legal form, registered office, registration number, statutes and representatives.
- Registers must issue an EU Company Certificate, accepted in all Member States as sufficient evidence of incorporation and of the listed information, and companies and third parties needing reliable information may obtain it free of charge.
- A Member State with reasonable doubts about another Member State's preventive control may ask the Commission to assess its reliability and, if equivalence is not confirmed, may decide not to accept the documents as evidence.
- The digital EU power of attorney must be signed with qualified electronic signatures, authenticated at assurance level 'high', filed with the register within five working days, and its amendments and revocations disclosed.
- Changes to company documents and information must be filed within 15 working days and entered and disclosed within 5 working days, extendable by 10 working days for complex checks; the yearly confirmation obligation is deleted.
Who is affected
- Companies listed in Annexes II and IIB: must file changes within deadlines, may use the EU Company Certificate and digital EU power of attorney.
- Commercial partnerships: must disclose basic information and partner details under common minimum standards of preventive control.
- Cooperatives in Member States where they are in company registers: listed information becomes compulsory and accessible at Union level.
- National business registers: must issue the EU Company Certificate, retrieve and exchange company data electronically, and check the digital EU power of attorney.
- Third parties such as authorities, employee representatives, lawyers, notaries and credit institutions: gain free or proportionate-cost access to company information and powers of attorney.
Figures and deadlines
- Filing of changes to company documents and information: within a time period not exceeding 15 working days from the date the changes were made.
- Entry and disclosure of changes in the register: within 5 working days from completion of all formalities, extendable by 10 working days for complex checks.
- Subsidiaries must disclose group changes in their register within a deadline of two weeks from the date the changes were made or from when they were made aware of them.
- Filing of the digital EU power of attorney, amendments and revocations with the register: within a maximum of five working days.
- Notification of a decision not to accept documents: within 5 working days of receiving the reply from the contact points.
- Commission evaluation of the directive: within five years of the end of its transposition period.
Legal basis. Article 294(2), Article 50(1) and (2)(g) and Article 114 of the Treaty on the Functioning of the European Union.
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Draft european parliament legislative resolution 324 paragraphs
(COM(2023)0177 – C90121/2023 – 2023/0089(COD))
(Ordinary legislative procedure: first reading)
The European Parliament,
–having regard to the Commission proposal to Parliament and the Council (COM(2023)0177),
–having regard to Article 294(2), Article 50(1) and (2)(g) and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C90121/2023),
–having regard to Article 294(3) of the Treaty on the Functioning of the European Union,
–having regard to the opinion of the European Economic and Social Committee of 14 June 2023,
–having regard to Rule 59 of its Rules of Procedure,
–having regard to the report of the Committee on Legal Affairs (A9-0394/2023),
1.Adopts its position at first reading hereinafter set out;
2.Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;
3.Instructs its President to forward its position to the Council, the Commission and the national parliaments.
Read the rest (312 paragraphs)
Amendment 1
Proposal for a directive
Recital 9
| Text proposed by the Commission | Amendment |
|---|---|
| (9) A preventive administrative or judicial control, respecting Member States traditions including the possible involvement of notaries, should be ensured in all Member States in order to ensure reliability of cross-border company data. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company. | (9) A preventive administrative, judicial or notarial control or any combination thereof, respecting Member States traditions, should be ensured in all Member States in order to ensure reliability of cross-border company data. Member States should therefore provide for public preventive control through courts, administrative authorities or notaries in accordance with their national legal systems. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company. |
Amendment 2
Proposal for a directive
Recital 9 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (9a) The legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants in such transactions as well as the verification of their legal capacity. This applies, inter alia, to company founders and directors. In particular, the reliable identification of the customer in line with the ‘know-your-customer’ principle under anti-money laundering and combating the financing of terrorism (AML/CFT) rules is a prerequisite for any AML/CFT customer due diligence obligations and thus any money laundering and terrorist financing (ML/TF) prevention. Therefore, for the procedures within the scope of this Directive, Member States should be allowed to provide for complementary public electronic controls of identity, legal capacity and legality. Those complementary public electronic controls could include public remote audio-visual identity controls, including electronic checks of identity photos. |
Amendment 3
Proposal for a directive
Recital 11
| Text proposed by the Commission | Amendment |
|---|---|
| (11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. | (11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers; however it should be possible to use other means to exchange documents and information, in parallel to the use of electronic means. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal value as that provided by the register of the Member State where the company in question is registered. |
Amendment 4
Proposal for a directive
Recital 12
| Text proposed by the Commission | Amendment |
|---|---|
| (12) In order to increase transparency and trust with respect to companies in the single market, and to facilitate companies’ cross-border operations and activities, it is essential to make more company information available across the Union and to ensure that it is comparable and more easily accessible. This should be done by building on the company information that already exists in national registers and making it available at Union level through the system of interconnection of registers, as well as by providing access to more information both in the national registers and through the system of interconnection of registers. | (12) In order to increase transparency and trust with respect to companies in the single market, to ensure legal certainty and protection of third parties in dealings with companies in a cross-border context, to contribute to the fight against fraud and abuse, and to facilitate companies’ cross-border operations and activities, it is essential to make more company information available across the Union and to ensure that it is comparable and more easily accessible. This should be done by building on the company information that already exists in national registers and making it available at Union level through the system of interconnection of registers, as well as by providing access to more information both in the national registers and through the system of interconnection of registers. |
Amendment 5
Proposal for a directive
Recital 15
| Text proposed by the Commission | Amendment |
|---|---|
| (15) In order to protect the interests of third parties and enhance trust in business transactions with different types of companies in the single market, it is important to enhance transparency and provide easier access on a cross-border basis to information about so-called ‘commercial partnerships’. These play an important role in the economy of Member States and are registered in all national business registers, yet there are differences between the types of partnerships and types of information made available about them across the Union, which results in difficulties in the cross-border access to this information. To address this, the same basic information about ‘commercial partnerships’ should be disclosed in all Member States. The disclosure requirements for partnerships should mirror the existing disclosure requirements for limited liability companies but be adapted to the specific characteristics of partnerships. For instance, the disclosure requirements should also cover information about partners, including those that are authorised to represent the partnership. As in the case of limited liability companies, Member States should be allowed to require that partnerships disclose documents or information beyond what is required by this Directive. Where such additional documents or information contain personal data, Member States should process such personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council54 . | (15) In order to protect the interests of third parties and enhance trust in business transactions with different types of companies in the single market, it is important to enhance reliability, transparency and provide easier access on a cross-border basis to information about so-called ‘commercial partnerships’. These play an important role in the economy of Member States and are registered in all national business registers, yet there are differences between the types of partnerships and types of information made available about them across the Union, which results in difficulties in the cross-border access to this information. To address this, the same basic information about ‘commercial partnerships’ should be disclosed in all Member States which should apply common minimum standards of preventive control to that information. The disclosure requirements as well as the legality checks for partnerships should mirror the existing disclosure requirements for limited liability companies but be adapted to the specific characteristics of partnerships. For instance, the disclosure requirements should also cover information about partners, including those that are authorised to represent the partnership. As in the case of limited liability companies, Member States should be allowed to require that partnerships disclose documents or information beyond what is required by this Directive. Where such additional documents or information contain personal data, Member States should process such personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council54 . |
| 54 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1). | 54 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1). |
Amendment 6
Proposal for a directive
Recital 16 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (16a) Cooperatives have an important place in many Member States. Therefore, where information on cooperatives is also included in national registers, this information should also be accessible at Union level through the system of interconnection of registers in the same way as for limited liability companies, with certain information to be made available free of charge, and they should be unequivocally identified through the EUID. |
Amendment 7
Proposal for a directive
Recital 20
| Text proposed by the Commission | Amendment |
|---|---|
| (20) In order to avoid unnecessary burden, the obligation to update the group information, at least once per year, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. If no change has occurred within a year, such parent company or subsidiary company should confirm this to its register, which should record and make this information publicly available. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date. | (20) In order to avoid unnecessary burden, the obligation to update the group information, once per year where applicable, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. |
Amendment 8
Proposal for a directive
Recital 22
| Text proposed by the Commission | Amendment |
|---|---|
| (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55, the registers should also make them publicly available without unnecessary delay. In addition, in order to further enhance the reliability of company data, companies should confirm once per calendar year that their information in the business register is up to date, including when no change occurred. Companies may do this together with the filing of other changes or when filing accounting documents. | (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55, the registers should also make them publicly available without unnecessary delay. |
| 55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). | 55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). |
Amendment 9
Proposal for a directive
Recital 23 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (23a) Company law should not be a means that permits the circumvention of important Union and Member State laws that protect the public interest. Therefore, the legality of corporate transactions and procedures with effect for the internal market and their compliance with applicable Union and national law should be checked in the public interest by public gatekeepers under Union or Member States’ public supervision. |
Amendment 10
Proposal for a directive
Recital 24
| Text proposed by the Commission | Amendment |
|---|---|
| (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate would also be accessible to third parties, including authorities, which need reliable essential information about companies. While Member States should be allowed to charge a fee for obtaining an EU Company Certificate, registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge at least once a year. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive. | (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established and disclosed in the register of the company. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation No 910/201456 . This EU Company Certificate should also be accessible free of charge to third parties, including authorities and employee representatives, which need reliable essential information about companies. Registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive. |
| 56 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73). | 56 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73). |
Amendment 11
Proposal for a directive
Recital 25
| Text proposed by the Commission | Amendment |
|---|---|
| (25) In order to further facilitate cross-border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross-border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements. The standard digital EU power of attorney would only exist in digital form and it should be authenticated by using trust services as referred to in Regulation (EU) No 910/2014. In addition, in order to contribute to higher security of transactions, the digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities to whom the digital EU power of attorney is presented, could thus verify the existence of these powers in the register of the company. Member States may also require that the digital EU power of attorney is filed, in addition, in another register in accordance with national law. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages. | (25) In order to further facilitate cross-border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross-border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements,. The standard digital EU power of attorney would only exist in digital form and it should be authenticated in accordance with the assurance level ‘high’ by using trust services as referred to in Regulation (EU) No 910/2014. In addition, in order to contribute to higher security of transactions and reliable public registers, the digital EU power of attorney should be signed using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals, including its specific attributes in accordance with Regulation (EU) No 910/2014. The digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities could thus verify the existence of these powers of attorney in the register of the company. Once filed, the digital EU power of attorney should be deemed to be valid in its published form until an amendment or revocation has been published in the register. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages. |
Amendment 12
Proposal for a directive
Recital 27
| Text proposed by the Commission | Amendment |
|---|---|
| (27) At the same time, in order to prevent fraud or forgery, it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its authenticity, to verify the document or information via the issuing register or the register in its own Member State, which could exchange information about the authenticity of the document through the system of interconnection of registers. Such exchange of information should contribute to the mutual trust and cooperation between Member States within the single market. | (27) At the same time, in order to prevent fraud or forgery, it should be possible for the authorities of the Member State in which the company document or the information it contains, where they have a reasonable doubt as to its authenticity and accuracy, to verify the document or information via the issuing register or the register in its own Member State, which could exchange information about the authenticity of the document through the system of interconnection of registers. Such exchange of information should contribute to the mutual trust and cooperation between Member States within the single market. |
Amendment 13
Proposal for a directive
Recital 30
| Text proposed by the Commission | Amendment |
|---|---|
| (30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. | (30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers; however, it should be possible to use other means to exchange documents and information in parallel to the use of electronic means. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal value as that provided by the register of the Member State where the company in question is registered. |
Amendment 14
Proposal for a directive
Recital 38
| Text proposed by the Commission | Amendment |
|---|---|
| (38) The Commission should carry out an evaluation of this Directive. Pursuant to paragraph 22 of the Interinstitutional Agreement of 13 April 2016 on Better Law-Making, that evaluation should be based on the five criteria of efficiency, effectiveness, relevance, coherence and value added and should provide the basis for impact assessments of possible further measures. The evaluation should cover the practical experience with the EU Company Certificate, digital EU power of attorney and the reduced formalities in cross-border situations for companies. In addition, the Commission should assess the potential for cross-sector interoperability between the system of interconnection of registers (BRIS) and other systems providing mechanisms for cooperation between competent authorities, such as in the areas of taxation or social security or the Once-only Technical System established under Regulation (EU) 2018/1724 of the European Parliament and of the Council64 , with the aim of creating more connected public administrations cross-border in the single market65 . Finally, the Commission should also assess the need to introduce additional measures to fully address the needs of persons with disabilities when they access company information provided by the business registers. | (38) The Commission should carry out an evaluation of this Directive within five years of the end of its transposition period. Pursuant to paragraph 22 of the Interinstitutional Agreement of 13 April 2016 on Better Law-Making, that evaluation should be based on the five criteria of efficiency, effectiveness, relevance, coherence and value added and should provide the basis for impact assessments of possible further measures. The evaluation should cover the practical experience with the EU Company Certificate, digital EU power of attorney and the reduced formalities in cross-border situations for companies. In addition, the Commission should assess the potential for cross-sector interoperability between the system of interconnection of registers (BRIS) and other systems providing mechanisms for cooperation between competent authorities, such as in the areas of taxation or social security or the Once-only Technical System established under Regulation (EU) 2018/1724 of the European Parliament and of the Council64 , with the aim of creating more connected public administrations cross-border in the single market65 . Finally, the Commission should also assess the need to introduce additional measures to fully address the needs of persons with disabilities when they access company information provided by the business registers. |
| 64 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1). | 64 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1). |
| 65 See also Proposal for a Regulation of the European Parliament and of the Council laying down measures for a high level of public sector interoperability across the Union (Interoperable Europe Act) (COM(2022) 720 final), Communication on a strengthened public sector interoperability policy - Linking public services, supporting public policies and delivering public benefits - Towards an ‘Interoperable Europe’ (COM(2022)710 final) | 65 See also Proposal for a Regulation of the European Parliament and of the Council laying down measures for a high level of public sector interoperability across the Union (Interoperable Europe Act) (COM(2022) 720 final), Communication on a strengthened public sector interoperability policy - Linking public services, supporting public policies and delivering public benefits - Towards an ‘Interoperable Europe’ (COM(2022)710 final) |
Amendment 15
Proposal for a directive
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall provide for preventive administrative or judicial control, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. Member States may provide that those documents shall be drawn up and certified in due legal form. | 1. Member States shall provide for preventive administrative, judicial or notarial control, or any combination thereof, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. This is without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents are to be drawn up and certified in due legal form. |
Amendment 16
Proposal for a directive
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 2 – subparagraph 2 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) there are no evident substantive legal irregularities; and | (c) the substantive legal requirements are met; and |
Amendment 17
Proposal for a directive
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 2 – subparagraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| Where, for the formation of companies listed in Annex IIB, national law does not require the drawing up of instruments of constitution and statutes, the procedure for the legality check shall include the formal and substantive control of the documents required under national law for the formation of such companies. | deleted |
Amendment 18
Proposal for a directive
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States may waive the obligation to perform the legality check under paragraph 2, points (b) and (c), of this Article where templates referred to in Article 13h are used by applicants. | 3. Member States may waive the obligation to perform the legality check under paragraph 2, point (b), of this Article where templates referred to in Article 13h are used by applicants. |
Amendment 19
Proposal for a directive
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 4 – subpargraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| The rules laid down in Article 13(4), points (b) and (c), Article 13(5) and (7), and Article 13g(3), points (a), (d), (e), (f), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online. | The rules laid down in Article 13c, Article 13g(3), points (a), (d), (e), (f), Article 13g(4), points (b) and (c), and Article 13g(5) and (7), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online. |
Amendment 20
Proposal for a directive
Article 2 – paragraph 1 – point 12 – point a
Directive (EU) 2017/1132
Article 13g – paragraph 2a – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, the register of the Member State where the company is being formed is to retrieve, through the system of interconnection of registers referred to in Article 22, the documents and information about the founder company relevant for the procedure of formation available in the register of the Member State where that company is registered, and the company shall not be requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b. | Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, the register of the Member State where the company is being formed is to retrieve, through the system of interconnection of registers referred to in Article 22, the documents and information about the founder company relevant for the procedure of formation available in the register of the Member State where that company is registered, and the company shall not be requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b. The register may nevertheless use other means to retrieve the documents and information about the founder company, in parallel to using the system of interconnection of registers referred to in Article 22. |
Amendment 21
Proposal for a directive
Article 2 – paragraph 1 – point 12 – point a
Directive (EU) 2017/1132
Article 13g – paragraph 2a – subparagraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered. |
Amendment 22
Proposal for a directive
Article 2 – paragraph 1 – point 15 – point b
Directive (EU) 2017/1132
Article 14 – paragraph 2 – point m a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ma) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used according to applicable laws of a Member State; |
Amendment 23
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14a – paragraph 1– point f
| Text proposed by the Commission | Amendment |
|---|---|
| (f) the total amount of the contributions of the partners; | (f) the total amount of the contributions of the partners and information about the partners with unlimited liability, indicating their liability status as unlimited, as well as information about the partners with limited liability, indicating the maximum possible extent of their liability; |
Amendment 24
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14a – paragraph 1 – point g
| Text proposed by the Commission | Amendment |
|---|---|
| (g) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law; | (g) the instrument of constitution, and the statutes if they are contained in a separate instrument; |
Amendment 25
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14b – paragraph 1 – point d
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the name of the group, if different from the name of the ultimate parent company. | (d) the name of the group, if such a name exists and is different from the name of the ultimate parent company. |
Amendment 26
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14b – paragraph 6
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall at least once per year, and in any case no later than the date of the disclosure of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable, or confirm that no changes to the group structure have occurred. | 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall once per year, and no later than the due date for the filing of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable. |
Amendment 27
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14b – paragraph 8
| Text proposed by the Commission | Amendment |
|---|---|
| 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made. | 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes, |
Amendment 28
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14b – paragraph 11a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 11a. Member States may choose to disclose the information in accordance with this Article in a register referred to in Article 16. |
Amendment 29
Proposal for a directive
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14b a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 14b a | |
| Documents and information to be disclosed by cooperatives | |
| In Member States where information on cooperatives is included in company registers, the disclosure of the following information shall be compulsory: | |
| (a) the name of the cooperative; | |
| (b) the legal form of the cooperative; | |
| (c) the registered office of the cooperative and the Member State where it is registered; | |
| (d) any change of the registered office of the cooperative; | |
| (e) the registration number of the cooperative; | |
| (f) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law; | |
| (g) any amendments to the instruments referred to in point (f), including any extension of the duration of the cooperative; | |
| (h) after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date; | |
| (i) the particulars of the persons who are authorised to represent the cooperative in dealings with third parties and information as to whether the partners authorised to represent the cooperative may do so alone or are required to act jointly; | |
| (j) the winding-up of the cooperative; | |
| (k) any declaration of nullity of the cooperative by the courts; | |
| (l) the particulars of the liquidators and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the cooperative; | |
| (m) any termination of a liquidation and, in Member States where striking off the register entails legal consequences, whether and when such striking off took place ; | |
| (n) the place of central administration of the cooperative in case it is not in the Member State of the registered office; | |
| (o) the principal place of business of the cooperative in case it is not in the Member State of the registered office. |
Amendment 30
Proposal for a directive
Article 2 – paragraph 1 – point 17
Directive (EU) 2017/1132
Article 15 – paragraph 2 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) that companies listed in Annex II and IIB file any changes to the documents and information to the register, within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l); | (a) that any changes to the documents and information on companies listed in Annex II and IIB are filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l); |
Amendment 31
Proposal for a directive
Article 2 – paragraph 1 – point 17
Directive (EU) 2017/1132
Article 15 – paragraph 2 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law; | (b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law. Exceptionally, where necessary due to the complexity of the checks to be conducted in accordance with Article 10, that deadline may be extended by 10 working days; |
Amendment 32
Proposal for a directive
Article 2 – paragraph 1 – point 17
Directive (EU) 2017/1132
Article 15 – paragraph 2 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) that companies listed in Annexes II and IIB confirm once every calendar year that the information about the company in the register is up to date and that the registers make publicly available the date when the company provided that confirmation or updated the information; | deleted |
Amendment 33
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as conclusive evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance. | 1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance. |
Amendment 34
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 1 – subparagraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Where a Member State, based on objective criteria such as the completeness of the legality check referred to in Article 10(2), has reasonable doubts as to whether the documents and information stored in the register of another Member State have undergone a preventive control in accordance with Article 10 which is functionally equivalent to that generally ensured by Member States in line with the principle of mutual trust, that Member State shall request an assessment of the reliability of that preventive control by the Commission. Where the Commission confirms that such preventive control is not functionally equivalent, that Member State or other Member States may decide not to accept the documents and information concerned as evidence in that and other Member States until the equivalence of the preventive control mechanism is re-established in accordance with the Commission’s assessment. |
Amendment 35
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 2 – point f
| Text proposed by the Commission | Amendment |
|---|---|
| (f) the postal or contact address of the company; | (f) the postal and contact address of the company, where such details are recorded in the national register; |
Amendment 36
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 2 – point g
| Text proposed by the Commission | Amendment |
|---|---|
| (g) the electronic address of the company; | (g) details of the company website and the electronic address of the company, where such details are recorded in the national register; |
Amendment 37
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 2 – point j
| Text proposed by the Commission | Amendment |
|---|---|
| (j) the status of the company; | (j) the status of the company, such as when it is closed, struck off the register, wound up, dissolved, undergoing insolvency proceedings, economically active or inactive as defined in national law and where such details are recorded in the national register; |
Amendment 38
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 2 – point l
| Text proposed by the Commission | Amendment |
|---|---|
| (l) the object of the company; | (l) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used pursuant to applicable national law; |
Amendment 39
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 2 – point n
| Text proposed by the Commission | Amendment |
|---|---|
| (n) details of the company website where such details are recorded in the national register. | deleted |
Amendment 40
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16b – paragraph 5 – subparagraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that each company listed in Annexes II and IIB may obtain its EU Company Certificate in electronic format free of charge at least once per calendar year. | Member States shall ensure that each company listed in Annexes II and IIB, as well as third parties which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge. |
Amendment 41
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 1 – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that, in order to carry out procedures in another Member State in the context of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company. | Member States shall ensure that, in order to carry out procedures in another Member State within the scope of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company. |
Amendment 42
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 1 – subparagraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney. | The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney by courts, administrative authorities or notaries, in accordance with national law. In addition, the digital EU power of attorney shall be signed by the person granting the EU power of attorney using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority shall use a qualified electronic signature or seal, including its specific attributes in accordance with Regulation (EU) No 910/2014. |
Amendment 43
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph1 – subparagraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the digital EU power of attorney is authenticated by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity]. | Member States shall ensure that the digital EU power of attorney is authenticated in accordance with the assurance level ‘high’ by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity]. |
Amendment 44
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 1 – subparagraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that any amendment and any revocation of the digital EU power of attorney is disclosed in the file referred to in Article 16(1) and in accordance with Article 16(2) and (3). |
Amendment 45
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital EU power of attorney shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document. | 2. The digital EU power of attorney disclosed in accordance with paragraph 1 shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document and as disclosed in the file referred to in Article 16(1). |
Amendment 46
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – pararagrph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered. | 3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered, within a maximum of five working days. That register shall thoroughly and comprehensively check the authenticity of the digital EU power of attorney by technical means in accordance with Regulation (EU) No 910/2014. |
Amendment 47
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 4
| Text proposed by the Commission | Unchanged text included in the compromise |
|---|---|
| 4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company. | 4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company. Any charge for accessing such document shall be proportionate to the actual cost for the register. |
Amendment 48
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16c – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union. | 5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union. The digital EU power of attorney shall include provisions on: |
| (a) the type of representation, whether it is individual or joint, and, if it is joint, with whom the representation is shared; | |
| (b) any restrictions on self-dealing or multiple representation; | |
| (c) the scope of the digital EU power of attorney and information, including on the following: | |
| (i) formation of companies; | |
| (ii) changes to the articles of association of companies; | |
| (iii) registration of branches; | |
| (iv) cross-border conversions; | |
| (v) cross-border mergers and divisions. |
Amendment 49
Proposal for a directive
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16e – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. If the authenticity of the copies and extracts of documents and information is not confirmed, the requesting authority may decide not to accept them. | 4. The requesting authority may decide not to accept the copies and extracts of documents and information only if their authenticity and accuracy is not confirmed by the register from which it requests information pursuant to paragraph 2. In such case, they shall notify those who submitted such documents and information of that decision within 5 working days of receiving the reply from the contact points. |
Amendment 50
Proposal for a directive
Article 2 – paragraph 1 – point 23 a (new)
Directive (EU) 2017/1132
Article 19 – paragraph 2 – point f a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (23a) In Article 19, paragraph 2, the following point is inserted: | |
| (fa) the number of employees of the company, where this information is available in the company's financial statements as required by national law; |
Amendment 51
Proposal for a directive
Article 2 – paragraph 1 – point 29
Directive (EU) 2017/1132
Article 28 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall provide for effective, proportionate and dissuasive penalties at least in the case of: | Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, at least in the case of: |
Amendment 52
Proposal for a directive
Article 2 – paragraph 1 – point 29
Directive (EU) 2017/1132
Article 28 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall take all the measures necessary to ensure that those penalties are enforced.; | Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover; |
Amendment 53
Proposal for a directive
Article 2 – paragraph 1 – point 30
Directive (EU) 2017/1132
Article 28a – paragraph 4 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5; | (c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5a; |
Amendment 54
Proposal for a directive
Article 2 – paragraph 1 – point 32
Directive (EU) 2017/1132
Article 28a – paragraph 5a – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. | Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Member States may nevertheless also use other means of communication, in parallel to using the system of interconnection of registers. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered. |
Amendment 55
Proposal for a directive
Article 2 – paragraph 1 – point 36
Directive (EU) 2017/1132
Article 40 – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall provide for effective, proportionate and dissuasive penalties in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39. | Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39. |
Amendment 56
Proposal for a directive
Article 2 – paragraph 1 – point 36
Directive (EU) 2017/1132
Article 40 – subparagraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall take all the measures necessary to ensure that those penalties are enforced. | Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover. |
Amendment 57
Proposal for a directive
Article 4 – paragraph 3 – point b a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) factors that promote or dissuade the use of digital tools and processes in company law |
Explanatory statement 11 paragraphs
Introduction
The Rapporteur welcomes the Commission’s proposal for a Directive upgrading the use of digital tools and processes in company law. The Rapporteur recognises the importance of addressing the developments in digitalisation and technology of the recent years and believes that the changes to how businesses register, companies and authorities operate and communicate on company law-related issues need to be reflected in the EU legal framework.
In the view of the Rapporteur, the main aim of this proposal should be a reduction in administrative burden for companies in order for them to fully benefit from a harmonised, integrated and digitalised single market, without administrative barriers.
Complementary public electronic controls of identity, legal capacity and legality
The Rapporteur believes that the legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants to company law transactions as well as the verification of their legal capacity. The reliable identification of the customer in line with the know-your-customer principle under AML/CFT rules is the prerequisite for any AML/CFT customer due diligence obligations and thus any ML/TF prevention.
No additional administrative burdens on companies through yearly confirmations of group information
The Rapporteur does not agree with placing new obligations and unnecessary burdens on companies and therefore opposes the Commission proposal to place parent companies under the obligation to update or confirm the group information, at least once per year.
No fees for obtaining an EU Company Certificate
The Rapporteur believes that companies should be encouraged to apply for an EU Company Certificate and therefore opposes the idea that Member States require a fee from companies for obtaining an EU Company Certificate.
EU power of attorney
The Rapporteur believes that the EU power of attorney should be signed using qualified electronic signatures or in case the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals. Once filed, the digital EU power of attorney should be deemed to be valid in its published in the register form. Any amendment or revocation of the EU power of attorney has to be published in the register.
Annex: list of entities or persons from whom the rapporteur has received input 3 paragraphs
Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur declares that he has received input from the following entities or persons in the preparation of the report, until the adoption thereof in committee:
| Entity and/or person |
| European Comission – DG JUST |
| Council of Notaries of the European Union (CNUE) |
| Bundesnotarkammer K.d.ö.R |
| Council of Bars and Law Societies of Europe (CCBE) |
| EuropeanIssuers |
| Conseil National des Greffiers des Tribunaux de Commerce (CNGTC) |
The list above is drawn up under the exclusive responsibility of the rapporteur.
Procedure pages
How the committees handled the text, and how their members voted on it.
Procedure – committee responsible 1 paragraph
| Title | Amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law | ||
| References | COM(2023)0177 – C9-0121/2023 – 2023/0089(COD) | ||
| Date submitted to Parliament | 30.3.2023 | ||
| Committee responsible Date announced in plenary | JURI 17.4.2023 | ||
| Committees asked for opinions Date announced in plenary | IMCO 17.4.2023 | ||
| Not delivering opinions Date of decision | IMCO 25.4.2023 | ||
| Rapporteurs Date appointed | Emil Radev 5.5.2023 | ||
| Discussed in committee | 27.6.2023 | 7.9.2023 | 24.10.2023 |
| Date adopted | 29.11.2023 | ||
| Result of final vote | +: –: 0: | 22 0 0 | |
| Members present for the final vote | Pascal Arimont, Geoffroy Didier, Ibán García Del Blanco, Virginie Joron, Pierre Karleskind, Sergey Lagodinsky, Gilles Lebreton, Karen Melchior, Sabrina Pignedoli, Jiří Pospíšil, Raffaele Stancanelli, Adrián Vázquez Lázara, Axel Voss, Marion Walsmann, Tiemo Wölken, Javier Zarzalejos | ||
| Substitutes present for the final vote | Daniel Buda, Pascal Durand, Heidi Hautala | ||
| Substitutes under Rule 209(7) present for the final vote | Sylvie Guillaume, Pedro Marques, Anne-Sophie Pelletier | ||
| Date tabled | 5.12.2023 |
Final vote by roll call in committee responsible 3 paragraphs
22 · For
- ECR
- Raffaele Stancanelli
- ID
- Virginie Joron, Gilles Lebreton
- No group
- Sabrina Pignedoli
- EPP
- Pascal Arimont, Daniel Buda, Geoffroy Didier, Jiří Pospíšil, Axel Voss, Marion Walsmann, Javier Zarzalejos
- Renew
- Pierre Karleskind, Karen Melchior, Adrián Vázquez Lázara
- S&D
- Pascal Durand, Ibán García Del Blanco, Sylvie Guillaume, Pedro Marques, Tiemo Wölken
- The Left
- Anne-Sophie Pelletier
- Greens
- Heidi Hautala, Sergey Lagodinsky
0 · Against
0 · Abstained