Modernisation EU digital corporate law

On 16 December 2024, the Council approved Directive (EU) 2025/25 amending 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. The objective of this Directive is to make company data more easily available, enhance transparency across Member States and reduce red tape in cross-border situations. Among other things, the Directive introduces a Digital EU Power of Attorney, EU Company Certificate and legalisation exemptions, which we will highlight below.

The Directive entered into force on 30 January 2025. Member States have until 31 July 2027 to implement the provisions necessary to comply with this Directive and must apply such provisions from 31 July 2028.

Digital EU Power of Attorney

The Directive establishes the legal framework for a Digital EU Power of Attorney, which will eliminate the need for an apostille on company documents and translations in cross‑border procedures.

• Used to authorise a person to represent the company in specific procedures with a cross-border dimension, in particular the formation of companies, registration or closure of branches and cross-border mergers, demergers and conversions.
• To be drawn up, amended or revoked in accordance with national requirements, which shall at least include verification by a court, notary or other competent authority of the identity, legal capacity and authority to represent the company of the person granting, amending or revoking the power of attorney.
• Shall be accepted as evidence of the specified person's authority to represent the company.
• Common European template, to be published by the European Commission.

EU Company Certificate

The Directive also establishes the legal framework for an EU Company Certificate, which will allow companies to prove their legal incorporation and other details.

• Shall be accepted as sufficient evidence, at the time of its issuance, of the incorporation of the company and other company information, including: name, legal form, registration number and Member State, registered office, address, subscribed capital and details on persons representing the company.
• Issued by the Member State’s company register.
• Can be issued in electronic or paper form.
• Common European template, to be published by the European Commission.

Legalisation exemptions

Exemptions from all forms of legalisation and any similar formality apply to:

• Copies and extracts of documents and information provided and certified as true copies by a Member State’s company register.
• The Digital EU Power of Attorney and the EU Company Certificate.
• Pre-merger, pre-demerger and pre-conversion certificates.
• Notarial acts, administrative documents, their certified copies and translations issued in the context of the procedures within the scope of the Directive (e.g. formation of companies and registration of branches in another Member State and cross-border mergers, demergers and conversions).