Proposal for a Directive 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

Summary:

Legislative initiative tabled by the European Commission on 29 March 2023, introducing amendments to Directive 2009/102/EC and Directive (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law. This is a text with EEA relevance.

Further information:

Companies are at the heart of the European Union's (EU) single market. They require a predictable legal framework that is conducive to growth and adapted to face economic and social challenges in an increasingly digital world. While companies are established under national law, EU company law lays down a legal framework that aims to enhance legal certainty across the single market. This framework - which encompasses roles and responsibilities of the business registers - needs to keep abreast with wider developments, hence this draft law.

Directive 2009/102/EC established a legal instrument allowing the limitation of liability of the individual entrepreneur within the EU, and the rules applicable to single-member private limited companies. It also codified Directive 89/667/EEC, also known as the Twelfth Company Law Directive. Directive 2017/1132 brought together a large part of the EU's company law rules in one single directive.

In line with the European Commission's Communication 2030 Digital Compass: the European way for the Digital Decade, this draft law seeks to address the developments in digitalisation and technology that have substantially changed how business registers operate, and how business registers, companies and public authorities interact with one another on company law-related issues. The proposal also aims to introduce company law measures to address obstacles to cross-border expansion that small and medium-sized enterprises (SMEs) face in the single market, in line with the Commission's Updating the 2020 New Industrial Strategy and SME Strategy for a sustainable and digital Europe.

The draft Directive was adopted by the European Commission on 29 March 2023.

• Primary Source

• Alternative Source

Official

EUR-LEX: SWD(2023)177: Staff Working Document accompanying the Proposal https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=SWD:2023:177:FIN

EUR-LEX: SWD(2023)178: Staff Working Document accompanying the Proposal https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=SWD:2023:178:FIN

EUR-LEX: SWD(2023)179: Staff Working Document accompanying the Proposal https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=SWD:2023:179:FIN

European Commission: Company law and corporate governance https://commission.europa.eu/business-economy-euro/doing-business-eu/company-law-and-corporate-governance_en

European Commission: Press Release, 29/03/2023: Commission proposes more transparency and less red tape for companies to improve business environment in the EU https://ec.europa.eu/commission/presscorner/detail/en/ip_23_1930

European Commission: Questions and Answers: Commission proposes to expand digital tools in EU company law (29 March 2023) https://ec.europa.eu/commission/presscorner/detail/en/qanda_23_1931

European Commission: Opening remarks by Commissioner Reynders on the proposal for a Directive on upgrading Digital Company Law (29 March 2023) https://ec.europa.eu/commission/presscorner/detail/en/speech_23_2048

---