Upcoming changes introduced by the amending Directive No. 2025/25 on the use of digital tools and procedures in the field of company law

On 19 December 2024 the European Council adopted the Directive 2025/25 that the EU Parliament formally adopted at first reading on 24 April 2024. The Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 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 (the “Directive”).

 

Amendments to Directive 2009/102/EC

The Directive changes the registration and disclosure obligations in case of single shareholder companies. This, together with the details of the sole shareholder, must be entered in the relevant register and the data must be publicly available through the EU's Business Registers Interconnection System (BRIS). BRIS was introduced by Directive 2012/17/EU, has been fully operational since 2017 and is connected to all Member States as well as Norway, Liechtenstein and Iceland.

 

Amendments to Directive (EU) 2017/1132

Introduction of the EUID

EUID (European Unique Identifier) will be a new pan-European identifier introduced for companies registered in the commercial registers of the EU Member States to uniquely identify them in the context of electronic communication between registers. It shall consist of at least the Member State code, the national registry identification and the company number and contain additional elements to prevent errors where necessary. The EUID will enable efficient interconnection of EU business registers through BRIS and its use is being extended to the Beneficial ownership registers (BORIS)[1] and insolvency registers (IRI).[2] It will make it possible to easily link and verify data on companies across the EU, to identify their links within corporate groups and to ensure more transparent and reliable access to corporate information also in a cross-border context.

Requirements for personal companies

The Directive introduces disclosure obligations for public companies and limited partnerships. It also introduces an obligation for national authorities to verify the details of companies before they are entered in the relevant register, as well as when changes to them are registered. These are already required in the Slovak legal order under the Commercial Register Act.

EU Certificate

The EU Certificate will be a new standardized document that will confirm that a company is duly registered in the commercial register of an EU Member State and also contains basic, reliable information about that company. It will be issued for: public limited companies, limited liability companies, public partnerships and limited partnerships. The certificate will be mainly used to prove the existence of a company for cross-border administrative, legal and commercial purposes.

Depending on the type of company (capital or personal), it will include, for example:

- the name and registered office of the company;

- legal form and registration number,

- EUID (European Identifier);

- the date of registration and the status of the company (active, dissolved, bankrupt);

- the names and powers of the statutory officers;

- the subject of activity (e.g. by NACE codes),

- contact details (e.g. e-mail);

- in the case of partnerships, details of the liability of the partners.

The certificate can be obtained from the national register (ORSR) or the EU BRIS. Companies will be entitled to a free issue of the certificate at least once a year.

The certificate is recognized in all Member States, but is not a substitute for national business register extracts, but an ergonomic complement to them for use in other EU countries. The Commission will provide a multilingual model certificate to facilitate use in cross-border situations.

The EU Digital Power of Attorney

To simplify cross-border representation, the Directive introduces the so-called EU digital power of attorney, which will have to be authenticated under national rules, e.g. by a notary, and its changes registered in a companies’ other or relevant registry. This digital power of attorney will allow the appointed representative to act on behalf of the company in cross-border transactions and will also significantly reduce the administrative burden. In particular, it should remove the need for formalities such as apostilles and translations of company documents. The EU digital power of attorney will contain key information such as the scope of the representation, details of the authorized representative and the type of representation granted. The model power of attorney will be set by the Commission.

Information on groups of companies

Member States will be obliged to ensure that basic information on groups of companies whose parent companies are required to draw up consolidated accounts is available free of charge through the Business Register Interconnection System (BRIS). Data on the ultimate parent company (including business name, legal form, EUID and country of incorporation) and on all subsidiaries will be published - regardless of whether they are EU or non-EU companies. BRIS will also be linked to the Beneficial ownership registers (BORIS) and the Insolvency Registers (IRI), with the identification of companies being provided through the EUID. Overall, this is a measure to increase transparency of ownership structures and facilitate cross-border access to company data.

Further changes

- Documents, extracts and official translations from business registers (both electronic and paper) will no longer require higher authentication (apostille, superlegalization, etc.) if they are duly certified or verifiable online.

- All EU countries will have to accept documents on companies from other countries without additional formalities if they are properly authenticated (e.g. seal, QR code, identification number).

- If the authorities will suspect a forged or manipulated document, they will be able verify its authenticity via the linked registry system (BRIS).

- In justified cases (e.g. fraud), Member States will be allowed to refuse to recognize a foreign document, but only on an individual basis and after verification with the registry concerned.

- Member States won´t be allowed to require translations if the data is available in an intelligible form via the EU company certificate or the BRIS system.

- Member States will be obliged to make the data available according to the technical standards of the EU portal. This also applies to data on partnerships (e.g. public limited companies, limited partnerships).

The Directive was published in the Official Journal of the European Union on 10 January 2025. Member States will have until 31 July 2027 to transpose it, with full application starting 31 July 2028.

The Directive constitutes a significant step towards modernizing commercial law in the EU. It simplifies cross-border operations, increases transparency of corporate structures and reduces administrative burdens by introducing uniform digital instruments such as EUID, the EU company certificate and EU digital powers of attorney.

[1] BORIS (Beneficial ownership registers interconnection system) is a system for interconnecting the national registers of beneficial owners of the Member States, Norway, Liechtenstein and Iceland. The system is already operational but currently only 13 countries are involved.
[2] IRI (Insolvency Registers) is a system of interconnecting the national insolvency registers of the Member States, with the exception of Denmark. The system is already up and running but currently only 22 countries are involved.