On 26 April 2019, the European Parliament adopted the Commission's proposal for a new directive which aims to facilitate and promote the use of online tools in the contacts between companies and public authorities throughout their lifestyle. The amending Directive was adopted by the EU Council on 13 June 2019.
The amending Directive ensures that:
- companies are able to set up new branches and file documents in the business register fully online;
- limited liability companies are capable of being registered;
- national model templates and information on national requirements are made available online and in a language broadly understood by the majority of cross-border users;
- fees for online formalities are transparent, applied in a non-discriminatory manner and do not exceed the overall costs incurred by the member state concerned;
- companies will only need to submit the same information to public authorities once;
- documents submitted by companies are stored and exchanged by national registers in machine-readable and searchable formats; and
- there are necessary safeguards against fraud and abuse in online procedures in place, including control of the identity and legal capacity of persons setting up the company and the possibility of requiring physical presence before a competent authority.
The Directive notes that there are "significant differences" between Member States when it comes to the availability of online tools enabling entrepreneurs, companies and other entities to communicate with authorities on matters of company law; whilst some Member States provide comprehensive and user-friendly services entirely online, others are unable to provide online solutions at certain major stages of a company's lifecycle at all.
The Directive will be published in the Official Journal and will enter into force on the 20th day following that of its publication. Parts of the Directive will apply two years from the date it comes into force, with the remaining provisions applying four years from the date it comes into force.
The EU Council's press release is available here. The full text of the adopted Directive is available here.
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