Directive (EU) 2025/25, which entered into force on 30 January 2025, marks a significant step in the digitalization of European company law. Member States are required to transpose it by 31 July 2027, with application from 31 July 2028.
The Directive aims to enhance the reliability, transparency, and efficiency of company information. By reducing formalities and costs, it seeks to foster greater mutual trust in the business environment and improve cooperation between Member States within the internal market.
Its scope extends beyond limited liability companies to include partnerships in Member States (for example, the société en nom collectif and société en commandite simple in France, and the società in nome collettivo and società in accomandita semplice in Italy).
- Enhanced Reliability
The Directive mandates a uniform preventive control of a company’s constitutional documents—including its articles of association, if contained in a separate instrument, and any amendments thereto. This verification must be carried out by competent authorities (administrative, judicial, or notarial) to ensure the legal conformity of essential elements such as the company’s object, name, and contributions.
While preventive control of annual accounts is excluded, the obligation to keep company information up-to-date is reinforced. Companies must notify changes to the register within 15 working days, with publication required within 10 days (exceptionally extendable by a further five days). To ensure the accuracy of company data across all Member States, the Directive provides for dissuasive penalties.
- Increased Transparency
The Directive provides for an extension of the Business Registers Interconnection System (BRIS). This will make information on third-country company branches available and facilitate data sharing between national registers. Electronic copies of documents will become directly accessible via the European e-Justice Portal. Consequently, BRIS will be interconnected with the Beneficial Ownership Registers Interconnection System (BORIS) and the Insolvency Registers Interconnection System (IRI).
It also introduces an obligation to publish information on consolidated groups. This information, accessible free of charge via BRIS, must include the legal form and the unique European Identifier (EUID). For companies subject to third-country law, it must also include the name, country of registration, registration number, and the name of the register of the company that prepared the consolidated financial statements.
Furthermore, the Directive provides for the creation of a free EU Company Certificate, available in both electronic and paper form. This harmonized document certifies a company’s incorporation and legal existence, simplifying cross-border access to data. The European Commission will publish a template for this certificate in all official EU languages on the European e-Justice Portal.
- Simplification of Formalities
The Directive extends the application of the ‘once-only’ principle to company law. Accordingly, companies will not be required to submit the same information to public authorities more than once if the relevant documents are already held by authorities in another Member State. Registers will electronically retrieve this data via BRIS. This measure is designed to simplify administrative formalities, significantly reducing bureaucratic burdens—particularly for SMEs—and making the process of opening subsidiaries and branches abroad less time-consuming and costly.
- The Digital EU Power of Attorney
Lastly, the Directive establishes a digital EU power of attorney. This instrument will certify, in a unified manner, the identity and representative powers of persons authorized to act on behalf of companies in specific cross-border procedures. It will be valid in all Member States without the need for further formalities such as an apostille or translation.
The European Commission will make a standardized template for the EU digital power of attorney available in all official EU languages via the European e-Justice Portal.
