Directive (EU) 2017/1132 is amended as follows:
(1)
the heading of Title I is replaced by the following:
‘
GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF COMPANIES
’;
(2)
Article 1 is amended as follows:
(a)
the following indent is inserted after the second indent:
‘—
a common set of rules on preventive control of company documents and information,’
;
(b)
the following indent is inserted after the third indent:
‘—
the disclosure requirements in respect of partnerships,’
;
(3)
in Title I, Chapter II, the heading of Section 2 is replaced by the following:
‘Nullity of the company and validity of its obligations’
;
(4)
in Article 7, paragraph 1 is replaced by the following:
‘1. The coordination measures prescribed by this Section shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of companies listed in Annex II and, where specified, mutatis mutandis to the types of companies listed in Annex IIB.’
;
(5)
Article 10 is replaced by the following:
‘Article 10
Preventive control
1. Member States shall provide for preventive administrative, judicial or notarial control, or any combination thereof, of the instrument of constitution and statutes of companies listed in Annexes II and IIB at the time of their formation, and of any amendments to those documents. That requirement shall be without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents be drawn up and certified in due legal form.
2. Member States shall ensure that their laws on the formation of companies listed in Annexes II and IIB lay down a procedure for the legality check of a company’s instrument of constitution, and of its statutes if they are contained in a separate instrument. Member States shall ensure that a legality check is also carried out in the case of any amendment of those documents.
Through the legality check referred to in the first subparagraph, it shall be verified at least that:
(a)
the formal requirements for the instrument of constitution, and for the statutes if they are contained in a separate instrument, are fulfilled and, where templates referred to in Article 13h are used, that they are used correctly;
(b)
the mandatory minimum content is included;
(c)
the substantive legal requirements are met; and
(d)
the contributions, whether by way of payment in cash or contribution in kind, have been provided for, in accordance with national law.
3. Where, for the formation, or at the time of registration, 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 formal and substantive checks in respect of the documents or information required under national law to apply for the entry of such companies in the register.
4. Paragraphs 1, 2 and 3 shall apply to fully online procedures as well as to procedures that are not fully online.’
;
(6)
in Title I, the heading of Chapter III is replaced by the following:
‘
Online and other procedures (formation, registration and filing), disclosure and registers
’;
(7)
Article 13 is replaced by the following:
‘Article 13
Scope
The coordination measures prescribed by this Section and by Section 1A shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of companies listed in Annex II and, where specified, to the types of companies listed in Annexes I, IIA and IIB.’
;
(8)
in Article 13a, the following points are added:
‘(7)
“parent company” means a company which controls one or more subsidiary companies;
(8)
“ultimate parent company” means a parent company which is not controlled by another company;
(9)
“intermediate parent company” means a parent company governed by the law of a Member State, which is not controlled by another company governed by the law of a Member State, and which is not an ultimate parent company;
(10)
“subsidiary company” means a company controlled by a parent company;
(11)
“group” means an ultimate parent company and all of its subsidiary companies;
(12)
“legalisation” means the formality for certifying the authenticity of a public office holder’s signature on a document, the capacity in which the person signing that document has acted and, where appropriate, the identity of the seal or stamp which that document bears;
(13)
“similar formality” means the addition of the certificate provided for by the Apostille Convention.’
;
(9)
in Article 13b(1) the following point is added:
‘(c)
a European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183 of the European Parliament and of the Council ( *2 ) .
( *2 ) Regulation (EU) 2024/1183 of the European Parliament and of the Council of 11 April 2024 amending Regulation (EU) No 910/2014 as regards establishing the European Digital Identity Framework ( OJ L, 2024/1183, 30.4.2024, ELI: http://data.europa.eu/eli/reg/2024/1183/oj ).’;"
(10)
Article 13c is amended as follows:
(a)
in paragraph 2, the following subparagraph is added:
‘The first subparagraph of this paragraph shall apply without prejudice to the rules on preventive control in Article 10.’
;
(b)
in paragraph 3, the following subparagraph is added:
‘The first subparagraph of this paragraph shall apply without prejudice to Articles 16b, 16c, 16d and 16g.’
;
(11)
Article 13f is amended as follows:
(a)
the following point is added:
‘(e)
rules referred to in Article 15 on the filing of changes to the documents and information in the registers referred to in Article 16 and on keeping those documents and information up to date.’
;
(b)
the following paragraph is added:
‘Member States shall ensure that the information referred to in the first paragraph includes, mutatis mutandis , information also in relation to companies listed in Annex IIB.’
;
(12)
Article 13g is amended as follows:
(a)
the following paragraph is inserted:
‘2a. Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, that company is not subject to requests to provide documents and information relevant for the formation procedure that are available in the register of the Member State where that company is registered. Member States shall ensure that the register of the Member State where the company is being formed retrieves such documents and information by means of exchange of information through the system of interconnection of registers referred to in Article 22. That register may retrieve the EU Company Certificate under Article 16b. The register of the Member State where the company is being formed may also directly access documents and information that are available in the system of interconnection of registers via the portal, or in the register of the Member State in which the founder company is registered.
Where any authority or person or body is mandated under national law to deal with any aspect of the formation of a company, and the documents and information referred to in the first subparagraph are needed for the performance of such tasks, the register of the Member State where the company is being formed shall, upon request, provide the documents and the information retrieved pursuant to the first subparagraph to that authority, person or body, unless such documents and information are publicly available free of charge through the system of interconnection of registers.’
;
(b)
paragraph 3 is amended as follows:
(i)
point (d) is replaced by the following:
‘(d)
the requirements to verify the legality of the object of the company in accordance with national law;’
;
(ii)
point (e) is replaced by the following:
‘(e)
the requirements to verify the legality of the name of the company in accordance with national law;’
;
(c)
in paragraph 4, point (a) is deleted;
(13)
in Article 13h(2), the first subparagraph is replaced as follows:
‘Member States shall ensure that the templates, referred to in paragraph 1 of this Article, may be used by applicants as part of the online formation procedure referred to in Article 13g.’
;
(14)
Article 13j is amended as follows:
(a)
in paragraph 1, the first sentence is replaced by the following:
‘Member States shall ensure that documents and information, including any changes thereto, can be filed online with the register where the company is registered. This requirement shall also apply to companies listed in Annex IIB.’
;
(b)
paragraph 4 is replaced by the following:
‘4. Article 10(1), (2) and (3) and Article 13g(2), (3), (4) and (5) shall apply mutatis mutandis to the online filing of documents and information. Article 10(1), (2) and (3) shall apply to the documents and information referred to in that Article.’
;
(15)
the following article is inserted:
‘Article 13k
Other forms of formation of companies and of filing of documents and information
1. The rules laid down in Article 13c, Article 13g(2a), Article 13g(3), points (a), (d), (e) and (f), Article 13g(4), points (b) and (c), Article 13g(5) and (7), and Article 28a(5a) shall apply mutatis mutandis to the forms of formation of the companies listed in Annexes II and IIB that are not fully online.
Member States shall ensure that rules are laid down to verify the identity of applicants in the case of such other forms of formation of companies.
2. Article 10(1), (2) and (3) and Article 13g(2), (3), (4) and (5) shall apply mutatis mutandis to any form of filing of documents and information that is not fully online by companies listed in Annexes II and IIB. Article 10(1), (2) and (3) shall apply to the documents referred to in that Article.’
;
(16)
Article 14 is amended as follows:
(a)
the heading of Article 14 is replaced by the following:
‘
Documents and information to be disclosed by limited liability companies’
;
(b)
the following point is added:
‘(l)
the object of the company, describing its main activity or activities, which can be expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code, where such code is used for the purposes of the register pursuant to applicable national law, and where the object is recorded in the national register.’
;
(17)
the following article is inserted:
‘Article 14a
Documents and information to be disclosed by partnerships
Member States shall take the measures required to ensure compulsory disclosure by the types of partnerships listed in Annex IIB of at least the following documents and information:
(a)
the name of the partnership;
(b)
the legal form of the partnership;
(c)
the registered office, or equivalent, of the partnership;
(d)
the registration number of the partnership;
(e)
the maximum amount of liability or of the contribution of each limited partner, where that information is recorded in the national register;
(f)
the instrument of constitution, and the statutes if they are contained in a separate instrument, where the filing of those documents with the register is required by national law;
(g)
any amendments to the instruments referred to in point (f), including any extension of the duration of the partnership where its duration is limited;
(h)
after every amendment of the instrument of constitution or of the statutes referred to in point (f), the complete text of the instrument or statutes as amended to date;
(i)
the particulars of the partners, directors or other statutory representatives who are authorised to represent the partnership in dealings with third parties and in legal proceedings, and information as to whether those persons are authorised to represent the partnership alone or are required to act jointly, or, if not applicable, information about the nature and scope of the authorisation of the partners, directors or other representatives to represent the partnership and their particulars;
(j)
where different from point (i), the particulars of the general partners and, in the case of limited partnerships, particulars of the limited partners, where particulars of the latter are made publicly available in the national register;
(k)
the accounting documents for each financial year which are required to be published in accordance with Directives 86/635/EEC, 91/674/EEC and 2013/34/EU;
(l)
the winding-up of the partnership, where that information is recorded in the national register;
(m)
any declaration of nullity of the partnership by the courts, where that information is recorded in the national register;
(n)
the particulars of the liquidators and their respective powers, where that information is recorded in the national register, unless such powers are expressly and exclusively derived from law or from the statutes of the partnership;
(o)
any termination of a liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off, where that information is recorded in the national register.’
;
(18)
Article 15 is replaced by the following:
‘Article 15
Up-to-date registers
1. Member States shall have in place procedures to ensure that the documents and information regarding companies listed in Annexes II and IIB stored in the registers referred to in Article 16 are kept up to date.
2. The procedures referred to in paragraph 1 shall provide at least that:
(a)
any changes to the documents and information regarding companies listed in Annexes II and IIB are to be filed with the register, within a period not exceeding 15 working days from the date those changes were made; this period shall not apply to changes to the accounting documents referred to in Article 14, point (f), and Article 14a point (k);
(b)
any changes to 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 10 working days from the date of completion of all formalities required for the filing of those changes, including the receipt of all documents and information, which comply with national law; exceptionally, that deadline may be extended by 5 working days;
(c)
registers may consult other relevant authorities or registers within the procedural framework laid down in national law in order to verify specific company information.
3. Member States shall have in place procedures to verify, where doubts exist, whether companies listed in Annexes II and IIB fulfil the requirements to continue to be registered. The rules governing those procedures shall include the possibility for a company to correct the relevant information within a reasonable period, ensure that the status of a 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 it is recorded in the national register, is updated in the register accordingly and, where justified, include a possibility that companies are struck off from the register in line with national law.’
;
(19)
Article 16 is amended as follows:
(a)
paragraph 1 is replaced by the following:
‘1. In each Member State, a file shall be opened in a central, commercial or companies register (“the register”), for each of the companies listed in Annexes II and IIB registered therein.
Member States shall ensure that companies listed in Annexes II and IIB have a European unique identifier (“EUID”), as referred to in point (9) of the Annex to Commission Implementing Regulation (EU) 2021/1042 ( *3 ) , allowing them to be unequivocally identified in communications between registers through the system of interconnection of registers established in accordance with Article 22 (“the system of interconnection of registers”). That EUID shall comprise, at least, elements making it possible to identify the Member State of the register, the domestic register of origin and the company number in that register and, where appropriate, features to avoid identification errors.
( *3 ) Commission Implementing Regulation (EU) 2021/1042 of 18 June 2021 laying down rules for the application of Directive (EU) 2017/1132 of the European Parliament and of the Council as regards technical specifications and procedures for the system of interconnection of registers and repealing Commission Implementing Regulation (EU) 2020/2244 ( OJ L 225, 25.6.2021, p. 7 ).’;"
(b)
the following paragraph is added:
‘7. Paragraphs 2 to 6 of this Article shall apply to all documents and information referred to in Article 14a.’
;
(20)
in Article 16a, the following paragraphs are added:
‘5. Member States shall ensure that electronic copies and extracts of the documents and information provided by the register are compatible with the European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183.
6. This Article shall apply mutatis mutandis to copies of all or any part of the documents and information referred to in Article 14a.’
;
(21)
the following Articles are inserted:
‘Article 16b
EU Company Certificate
1. Member States shall ensure that the registers issue the EU Company Certificates regarding the companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence, at the time of its issuance, 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 in which the company is registered.
2. The EU Company Certificate for the limited liability companies listed in Annex II shall include the following information:
(a)
the name or names of the company;
(b)
the legal form of the company;
(c)
the registration number of the company and the Member State where the company is registered;
(d)
the EUID of the company;
(e)
the registered office of the company;
(f)
the correspondence address of the company, such as its electronic mail or postal address;
(g)
the date of registration of the company;
(h)
the amount of the subscribed capital of the company, if applicable;
(i)
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 it is recorded in the national register;
(j)
the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of any persons who either as a body or as members of any such body are authorised by the company to represent it in dealings with third parties and in legal proceedings, and whether those persons may do so alone or are required to act jointly;
(k)
where the persons referred to in point (j) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number;
(l)
the object of the company, describing its main activity or activities, which can be expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code, where such code is used for the purposes of the register pursuant to applicable national law, and where the object is recorded in the national register;
(m)
the duration of the company, where its duration is limited;
(n)
details of the company’s website where such details are recorded in the national register;
(o)
the date of issue of the company’s EU Company Certificate.
3. The EU Company Certificate for partnerships listed in Annex IIB shall include the information referred to in paragraph 2 of this Article, with the exception of points (e), (h) (j) and (k).
The following information shall also be included:
(a)
the registered office, or equivalent, of the partnership;
(b)
the amount of maximum liability or of the contribution of each limited partner, where that information is recorded in the national register;
(c)
the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of the partners, directors or other statutory representatives, who are authorised to represent the partnership in dealings with third parties and in legal proceedings, or, if not applicable, information about the nature and scope of the authorisation of the partners, directors or other representatives to represent the partnership and their particulars;
(d)
where the persons referred to in point (c) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number;
(e)
where different from points (c) and (d), the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of the general partners, and, in the case of limited partnerships, particulars of the limited partners, where particulars of the latter are made publicly available in the national register;
(f)
where the persons referred to in point (e) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number.
4. Member States shall ensure that the EU Company Certificate can be obtained from the register upon an application submitted to the register by electronic or by paper means.
Member States shall ensure that the electronic version of the EU Company Certificate can also be obtained through the system of interconnection of registers.
5. Member States shall ensure that each company listed in Annex II or Annex IIB can obtain its EU Company Certificate in electronic format free of charge unless it causes serious prejudice to the financing of the national registers. In any case, each company shall be able to obtain its EU Company Certificate free of charge at least once per calendar year.
Where a price is charged for obtaining the EU Company Certificate, whether by electronic or by paper means, it shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers.
6. Member States shall ensure that the EU Company Certificate provided by the register in electronic form is authenticated by means of trust services as referred to in Regulation (EU) No 910/2014 in order to guarantee that it has been provided by the register and that its content is a true copy of the information held by the register or that it is consistent with the information contained therein. The EU Company Certificate shall also be compatible with the European Digital Identity Wallet, as provided for in Regulation (EU) 2024/1183.
7. Member States shall ensure that the EU Company Certificate provided by the register in paper form includes the date of issuance, as well as the seal or stamp of the register, or equivalent means of authentication, in order to certify that its content is a true copy of the information held by the register or that it is consistent with the information contained therein, and bears a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document.
8. The Commission shall publish the multilingual template for the EU Company Certificate on the European e-Justice portal (“the portal”) in all official languages of the Union.
Article 16c
Digital EU power of attorney
1. Member States shall ensure that, in order to carry out procedures within the scope of this Directive in another Member State, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions, companies listed in Annexes II and IIB can use a template for the digital EU power of attorney in accordance with this Article to authorise a person to represent the company.
The digital EU power of attorney shall be drawn up, amended or revoked in accordance with national requirements. Such national requirements for drawing up, amending or revoking the digital EU power of attorney shall at least include the verification by courts, notaries or other competent authorities of the identity, legal capacity and authority to represent the company of the person granting, amending or revoking the power of attorney.
Member States shall ensure that the digital EU power of attorney is authenticated by means of trust services as referred to in Regulation (EU) No 910/2014, and that its granting, amendment or revocation is compatible for use with the European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183.
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.
3. Member States may require that the digital EU power of attorney, any amendment to it, and any revocation of it, is to be filed with a register. In such a case, the fees charged for obtaining access to the information about the digital EU power of attorney shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers.
4. The Commission shall, by means of implementing acts as referred to Article 24(2), point (e), establish the template for the digital EU power of attorney, which shall include at least data fields about the scope of representation, the person authorised to represent the company and the type of representation. The Commission shall publish that template on the portal in all official languages of the Union.
Article 16d
Exemption from legalisation and any similar formality
1. Where copies and extracts of documents and information provided and certified as true copies by a register, including certified translations, are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and any similar formality.
The first subparagraph shall apply to electronic copies and extracts of documents and information, including certified translations, where they have been authenticated in accordance with Article 16a(4). It shall also apply to copies and extracts of documents and information, including certified translations, in paper form, where they include their date of issuance as well as the seal or stamp of the register, or equivalent means of authentication, and bear a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document.
2. Member States shall ensure that the EU Company Certificate issued in accordance with Article 16b, the digital EU power of attorney referred to in Article 16c and the pre-conversion, pre-merger and pre-division certificates transmitted in accordance with Articles 86n, 127a and 160n are exempted from all forms of legalisation and any similar formality.
3. Where notarial acts, administrative documents, their certified copies and translations issued in a Member State in the context of the procedures within the scope of this Directive are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and any similar formality.
The first subparagraph shall apply to electronic notarial acts, administrative documents, their certified copies and translations where they have been authenticated by means of trust services as referred to in Regulation (EU) No 910/2014. It also applies to notarial acts, administrative documents, their certified copies and translations in paper form where they bear a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document.
Article 16e
Safeguards in cases of reasonable doubt as to origin or authenticity
1. Where the authorities in another Member State to which the copies and extracts of documents and information provided and certified as true copies by a register in accordance with Article 16d(1), or the EU Company Certificate issued in accordance with Article 16b, are presented have a reasonable doubt as to origin or authenticity, including the identity of the seal or stamp, or have reason to consider that a document has been forged or tampered with, they may submit a request for information to the contact point:
(a)
linked to the register that provided the copies and extracts of documents and information or issued the EU Company Certificate, or
(b)
linked to the register of the Member State of the authority in which the copies and extracts of documents and information or the EU Company Certificate were presented; that register shall verify through the system of interconnection of registers the authenticity of those copies and extracts of documents and information and of that EU Company Certificate with the register that provided or issued them.
Member States shall notify to the Commission the relevant contact points.
2. Requests for information referred to in paragraph 1 shall present the reasons the authority doubts the origin or authenticity of the copies and extracts of documents and information or the EU Company Certificate, in particular in cases where the authority cannot authenticate a copy or extract of documents and information or the EU Company Certificate through electronic verification methods. Every request shall be accompanied by the copy or extract of the document and information or the EU Company Certificate concerned transmitted electronically.
Requests which do not comply with the requirements set out in this paragraph shall be rejected without examination and the authority that submitted the request shall be informed of the rejection through the contact point.
3. Contact points shall reply to requests for information made under paragraph 1 within a period not exceeding 5 working days.
4. The requesting authority may decide not to accept the copies and extracts of documents and information or the EU Company Certificate only if their origin or authenticity is not confirmed by the register from which it requested information pursuant to paragraph 2. In such a case, the requesting authority shall notify those who submitted such documents and information or the EU Company Certificate of that decision without undue delay and no later than 10 working days after receiving the reply from the contact point.
Article 16f
Safeguards in cases of reasonable doubt as to abuse or fraud
1. Where justified by reasons of public interest in order to prevent abuse or fraud, the authorities in another Member State may exceptionally and on a case-by-case basis, where they have reasonable grounds to suspect abuse or fraud, refuse to accept documents or information about a company from a register in another Member State as evidence of the registration of a company or its continued existence, or as evidence in respect of the specific company information that is the subject of suspicion of abuse or fraud.
2. In the cases referred to in paragraph 1, the authorities shall consult the register which provided the document or information. If the document or information is not accepted in a Member State in accordance with this Article, the authorities shall inform the register which provided such document or information.
3. This Article is without prejudice to the application of Article 16(5) and to the possibility for competent authorities to alert the register from which the document or information originates in cases where they consider that the document or information provided to them might contain inadvertent, clerical or other manifest errors, with a view to seeking its possible rectification before relying on the document or information, including for entries in their own register.
Article 16g
Exemption of translation
1. Member States shall endeavour not to require the translation of copies or extracts of documents provided by the register of another Member State including in the situations referred to in Article 13g(2a) and Article 28a(5a), when the specific information needed about a company can be accessed and consulted:
(a)
in the EU Company Certificate referred to in Article 16b; or
(b)
through the system of interconnection of registers and is identifiable through the explanatory labels referred to in Article 18.
2. Without prejudice to paragraph 1, Member States shall ensure that, where the instruments of constitution and the statutes, if they are contained in a separate instrument, and other documents provided by a register, are to be presented in another Member State, a certified translation is to be required only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and it is strictly necessary.
3. This Article shall be applied without prejudice to Articles 21 and 32.’
;
(22)
Article 17 is amended as follows:
(a)
paragraph 2 is replaced by the following:
‘2. Member States shall provide the information required for publication on the portal in accordance with the portal’s rules and technical requirements.’
;
(b)
the following paragraph is added:
‘4. This Article shall also apply to the information on partnerships referred to in Article 14a.’
;
(23)
Article 18 is replaced by the following:
‘Article 18
Availability of electronic copies of documents and information
1. Electronic copies of the documents and information referred to in Articles 14 and 14a shall also be made publicly available through the system of interconnection of registers. Member States may also make available the documents and information referred to in Articles 14 and 14a for types of companies other than those listed in Annexes II and IIB.
Article 16a(3), (4) and (5) shall apply mutatis mutandis to electronic copies of the documents and information made publicly available through the system of interconnection of registers.
2. Member States shall ensure that the documents and information referred to in Articles 14 and 14a, Article 19(2), Article 19a(2) and Article 19b are available through the system of interconnection of registers in a standard message format and accessible by electronic means. Member States shall also ensure that minimum standards for the security of data transmission are respected.
3. The Commission shall provide a search service in all the official languages of the Union in respect of companies registered in Member States, in order to make available through the portal:
(a)
the documents and information referred to in Articles 14 and 14a, Article 19(2), Article 19a(2) and Article 19b, including for types of companies other than those listed in Annexes II and IIB, where such documents and information are made available by Member States;
(aa)
the documents and information referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p;
(b)
the explanatory labels, available in all the official languages of the Union, listing that information and the types of those documents.
4. Member States shall ensure that, through the system of interconnection of registers, the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of the persons referred to in Article 14, point (d), Article 14a, points (i) and (j), Article 19(2), point (g), Article 19a(2), point (g), Article 30(1), point (e) and Article 36(4), point (f), where such persons are natural persons, are made publicly available.
Where the persons referred to in the first subparagraph of this paragraph are legal persons, the name of the company, its legal form, its EUID or, where the EUID is not applicable, its registration number shall be made publicly available through the system of interconnection of registers.
5. Member States shall ensure that, through the system of interconnection of registers, the first names, surnames and the date of birth, or equivalent information when that date is not recorded in the national register, of the persons referred to in Article 3 of Directive 2009/102/EC, where such persons are natural persons, are made publicly available.
Where the persons referred to in the first subparagraph of this paragraph are legal persons, the name of the company, its legal form, its EUID or, where the EUID is not applicable, its registration number shall be made publicly available through the system of interconnection of registers.
6. Member States shall ensure that the registers, authorities or persons or bodies mandated under national law to deal with any aspect of the procedures within the scope of this Directive do not store personal data transmitted through the system of interconnection of registers for the purposes of Articles 13g, 28a and 30a, unless otherwise provided for by Union or national law.’
;
(24)
Article 19 is amended as follows:
(a)
the heading is replaced by the following:
‘
Fees chargeable for documents and information as regards limited liability companies
’;
(b)
in paragraph 2, the following point is added:
‘(i)
the average number of employees of the company during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data.’
;
(c)
paragraph 4 is replaced by the following:
‘4. Member States may decide that the information referred to in points (d), (f) and (i) is to be made available free of charge only for the authorities of other Member States.’
;
(25)
the following articles are inserted:
‘Article 19a
Fees chargeable for documents and information as regards partnerships
1. The fees charged for obtaining the documents and information referred to in Article 14a through the system of interconnection of registers shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers.
2. Member States shall ensure that the following documents and information regarding companies listed in Annex IIB are available free of charge through the system of interconnection of registers:
(a)
the name and legal form of the partnership;
(b)
the registered office of the partnership and the Member State where it is registered;
(c)
the registration number of the partnership and its EUID;
(d)
details of the partnership website where such details are recorded in the national register;
(e)
the status of the partnership, such as when it is closed, struck off the register, wound up, dissolved, economically active or inactive as defined in national law and where it is recorded in the national register;
(f)
the object of the partnership, where it is recorded in the national register;
(g)
the particulars of partners, directors or other statutory representatives who are authorised to represent the partnership in dealings with third parties and in legal proceedings, and information as to whether the persons authorised to represent the partnership may do so alone or are required to act jointly, or, if not applicable, information about the nature and scope of the authorisation of the partners, directors or other representatives to represent the partnership and their particulars;
(h)
information on any branches opened by the partnership in another Member State, including the name, registration number, EUID and the Member State where the branch is registered.
3. The exchange of any information through the system of interconnection of registers shall be free of charge for the registers.
4. Member States may decide that the information referred to in paragraph 2, points (d) and (f), is to be made available free of charge only for the authorities of other Member States.
Article 19b
Information on groups of companies
1. Member States shall ensure that, for the groups for which parent companies listed in Annex II or IIB are required to prepare and publish consolidated financial statements in accordance with Articles 21 to 29 of Directive 2013/34/EU, the following information is available free of charge through the system of interconnection of registers:
(a)
(i)
where the ultimate parent company is governed by the law of a Member State, the name, legal form and EUID of that ultimate parent company that has drawn up the consolidated financial statements, and the Member State where it is registered; or
(ii)
where the ultimate parent company is governed by the law of a third country, either the name of that ultimate parent company that has drawn up the consolidated financial statements, the third country where it is registered and, where available, the registration number and the name of the register or, alternatively, where the intermediate parent company has drawn up the consolidated financial statements, the name, legal form and EUID of that intermediate parent company and the Member State where it is registered; and
(b)
(i)
for each subsidiary company governed by the law of a Member State, the information required by Article 28(2), point (a)(i) of Directive 2013/34/EU and Article 19(2), points (a) to (c), and Article 19a(2), points (a) to (c) of this Directive; and
(ii)
for each subsidiary company governed by the law of a third country, the information required by Article 28(2), point (a)(i), of Directive 2013/34/EU; in this regard, the information about the registered office includes the third country where the subsidiary company has its registered office and, where available, also the registration number and the name of the register.
2. Member States may provide that the information referred to in paragraph 1 includes the proportion of the capital held between the ultimate parent company and each of the subsidiary companies.
3. Member States shall ensure that the information referred to in paragraphs 1 and 2 is updated in line with new information included in subsequent financial statements.’
;
(26)
in Article 21, the following paragraph is added:
‘5. This Article shall apply to Article 14a.’
;
(27)
in Article 22, the following paragraph is added:
‘7. In accordance with Article 24(2), point (f), the Commission shall establish connections between the system of interconnection of registers, the beneficial ownership registers interconnection provided for in Article 30(10) and Article 31(9) of Directive (EU) 2015/849 of the European Parliament and of the Council ( *4 ) and the insolvency registers interconnection provided for in Article 25(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council ( *5 ) .
The establishment of connections in accordance with the first subparagraph shall not alter or circumvent the rules and requirements related to the accessing of the information concerned, as set out under the relevant frameworks establishing those registers and interconnections.
( *4 ) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC ( OJ L 141, 5.6.2015, p. 73 )."
( *5 ) Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings ( OJ L 141, 5.6.2015, p. 19 ).’;"
(28)
in Article 24, the first, second and third paragraphs become the first, second and third subparagraphs of a new paragraph 1 and the following paragraph is added:
‘2. By means of implementing acts, the Commission shall also adopt the following:
(a)
the detailed list of data and the technical specifications defining the methods of retrieval of information between the register of the founder company and the register of the company being formed as referred to in Article 13g(2a), and between the register of the company and the register of the branch as referred to in Article 28a(5a);
(b)
the detailed list of data, the details of explanatory labels and the technical specifications defining the information referred to in Article 14a, Article 19(2), Article 19a(2) and Article 19b to be made available through the system of interconnection of registers;
(c)
the technical standards and taxonomy for the documents and information to be filed in accordance with Article 16(6), taking into account the technical standards already in use in Member States’ registers;
(d)
the technical specifications, including compatibility with the European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183, as well as the taxonomy and the multilingual template for the EU Company Certificate referred to in Article 16b of this Directive;
(e)
the technical specifications, including compatibility with the European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183, as well as the taxonomy and the multilingual template for the digital EU power of attorney referred to in Article 16c;
(f)
the technical specifications and detailed list of data defining mutual accessibility between interconnections referred to in Article 22(7), which shall cover the use of the unique identifier for companies attributed in accordance with Article 16;
(g)
the technical specifications and detailed list of data defining the verification referred to in Article 16e(1), point (b).
The Commission shall adopt the implementing acts referred to in the first subparagraph by 31 July 2026. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 164(2).’
;
(29)
in Article 26, the following paragraph is added:
‘This Article shall apply mutatis mutandis to companies listed in Annex IIB.’
;
(30)
Article 28 is replaced by the following:
‘Article 28
Penalties
Member States shall provide for effective, proportionate and dissuasive penalties at least in the case of:
(a)
a failure to disclose the documents and information as required by Articles 14 and 14a;
(b)
a failure to file changes within the period laid down in Article 15(2), point (a);
(c)
an omission from commercial documents or from any company website of the compulsory information provided for in Article 26.
Member States shall take all the measures necessary to ensure that the penalties referred to in the first paragraph are enforced.’
;
(31)
Article 28a is amended as follows:
(a)
in paragraph 4, point (c) is replaced by the following:
‘(c)
verify the legality of the documents and information submitted for the registration of the branch, with the exception of the documents and information retrieved from the register of the company in accordance with paragraph 5a;’
;
(b)
in paragraph 5, the first subparagraph is deleted;
(c)
the following paragraph is inserted:
‘5a. Member States shall ensure that, where a company listed in Annexes II or IIB registers a branch in another Member State, that company is not subject to requests to provide documents and information relevant for the registration procedure that are available in the register of the Member State where that company is registered. Member States shall ensure that the register of the Member State where the branch is being registered retrieves such documents and information by means of exchange of information through the system of interconnection of registers. That register may retrieve the EU Company Certificate under Article 16b. The register of the Member State where the branch is being registered may also directly access documents and information that are available in the system of interconnection of registers via the portal, or in the register of the Member State in which the company registering the branch is registered.
Where any authority or person or body is mandated under national law to deal with any aspect of the registration of a branch, and the documents and information referred to in the first subparagraph are needed for the performance of such tasks, the register of the Member State where the branch is being registered shall, upon request, provide the documents and information retrieved pursuant to the first subparagraph to that authority, person or body, unless such documents and information are publicly available free of charge through the system of interconnection of registers.’
;
(32)
in Article 28b(1), the first sentence is replaced by the following:
‘1. Member States shall ensure that documents and information referred to in Article 30 or any changes thereto may be filed online in accordance with Article 15(2), points (a) and (b).’
;
(33)
in Article 30(2), point (c) is deleted;
(34)
in Article 36, the following paragraphs are added:
‘3. The documents and information referred to in Article 37 shall be made publicly available through the system of interconnection of registers. Article 18 and Article 19(1) shall apply mutatis mutandis .
4. Member States shall ensure that at least the following documents and information are available free of charge through the system of interconnection of registers:
(a)
the name of the company and the name of the branch if that is different from the name of the company;
(b)
the legal form of the company;
(c)
the law of the State by which the company is governed;
(d)
where the law governing the company so provides, the register in which the company is entered and the registration number of the company in that register;
(e)
the address of the branch;
(f)
the particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings:
—
as a company organ constituted pursuant to law or as members of any such organ,
—
as permanent representatives of the company for the activities of the branch.
The extent of the powers of the persons authorised to represent the company shall be stated, as well as whether those persons may represent the company alone or are required to act jointly;
(g)
the unique identifier of the branch in accordance with paragraph 5.
5. Member States shall apply Article 29(4) mutatis mutandis to the branches of companies from third countries.’
;
(35)
Article 40 is replaced by the following:
‘Article 40
Penalties
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 take all the measures necessary to ensure that those penalties are enforced.’
;
(36)
Annex IIB, as set out in the Annex to this Directive, is inserted.
