EU Company Certificate Is On Its Way

The EU plans to introduce a European Company Certificate to make company information available EU-wide in a standardised form. It aims at facilitating cross-border activities while avoiding costs for translations and legalisations.

Reliable information on companies is essential in cross-border situations. So far, anyone looking for the name, registered office, legal form or legal representatives of a company has to rely on data from the national business registers. The data provided, however, can vary substantially. Malta, Cyprus and Ireland, for instance, do not provide reliable information on powers of representation. The European legislature wishes to harmonise these diverging standards. In March 2024, the Council of the European Union and the European Parliament agreed on a draft directive to further expand and upgrade the use of digital tools and processes in company law (CLD draft) based on a proposal by the European Commission. At the heart of the directive is the EU Company Certificate (EUCC) meant to serve as an ‘identity document’ for companies and partnerships in cross-border situations in the future. The EUCC is similar to the summary printout of all valid entries as of the printout date in the German commercial register.

Contents of the EUCC

The EUCC will be proof of the existence of limited companies (in Germany: AG, KGaG, GmbH) and commercial partnerships (in Germany: OHG, KG). In addition, the EUCC will in particular include the following information (Art. 16b (2) CLD draft):

• the name of the company;
• the legal form of the company;
• the registered office of the company;
• the contact address of the company, such as postal or email address;
• the date of registration of the company;
• the amount of the capital subscribed (only for limited companies);
• the particulars of any persons authorised to represent the company and the details of such power of representation;
• the object and the duration of the company;
• the status of the company (insolvent, in liquidation, economically active/inactive).

Information on the shareholders of limited companies will not be required. Information on the partners authorised to represent commercial partnerships, on the other hand, will be included. In the case of limited partnerships, the EUCC will provide information on the general partners and the limited partners. The limited partners' contributions will also be shown.

Issuance on application

The EUCC will be issued by the national registers in electronic and paper form once it is applied for. In addition, an electronic EUCC is planned to be also available through the Business Registers Interconnection System (BRIS). Since 2017, the company registers of all EU member states have been interconnected through the BRIS system. Information from BRIS is publicly available via the European Business Register.

It is planned that every company will be able to apply for its own EUCC. The draft directive is unclear as to whether third parties will also have access to the EUCC (on application) and whether a legitimate interest will be required. The draft does not explicitly address this issue. In light of the broad wording of the draft directive, it currently seems appropriate to assume that third parties will have access without having to prove a legitimate interest (see Art. 16b (4) CLD draft). The European legislature should make the situation clear.

Recognition and publicity

The draft directive provides for the mandatory issuance and recognition of the EUCC in all member states (Art. 16b (1) CLD draft). National bodies (e.g. an authority or a court) will normally not be permitted to verify the information contained in the EUCC. Only if there is reasonable doubt about the origin or authenticity of an EUCC, the national bodies can refuse to recognise the EUCC. Before such refusal, however, these national bodies must send a reasoned request for information to the issuing authority. If the authenticity cannot be confirmed, the national bodies can refuse to recognise the EUCC (Art. 16e CLD draft). The same applies in the event of suspected misuse or fraud. In these cases, the issuing register must be contacted (Art. 16e(a) CLD draft).

Whether third parties may rely on the accuracy of the information contained in an EUCC has not been explicitly stated, but is likely to be assumed due to the recitals of the draft directive (see e.g. recital 24, pp 1-3 CLD draft).

How up to date is the information from the EUCC?

The information contained in an EUCC is only reliable if it is updated on a regular basis. Companies must therefore notify the national register, in Germany this is the electronic commercial register, of all changes in relevant information within a maximum of 15 working days (Art. 15(1), 2a) CLD draft). Where companies fail to meet their updating obligation in time or at all, the member states should ensure effective and proportionate penalties (Art. 28 sentence 1(b) CLD draft). The draft directive does not, however, specify what such sanctions would look like.

Language

The Commission will publish a model EUCC in all official languages to ensure consistency. It is not clear whether national authorities must issue the EUCC in all official EU languages. Such details will only be found in the national implementation legislation or possibly in a European implementing regulation.

Costs

Generally, every company should be able to electronically obtain its EUCC free of charge. In exceptional cases, administrative costs may be charged if issuing the EUCC would cause serious financial loss to registers. Yet, at least once a year, the company should receive its certificate free of charge (Art. 16b (5) CLD draft).

Notes on practical aspects

The new EUCC can help to simplify cross-border legal transactions within the EU and could potentially reduce administrative costs. Also, the planned minimum control standards for the collection of company information increase trust in the accuracy of the published data.

From a practical point of view, there remains the risk of insufficient verification of the up-to-dateness of company data. This is particularly true for member states whose register information does not quite meet the requirements of the new EUCC. Once the directive has been transposed into national law, it should be monitored how strictly the member states punish breaches of the updating obligations. It would be desirable to have an explicit provision stating that every business partner may rely on the accuracy of the information in the EUCC.

Dr Barbara Mayer
Damien Heinrich

This blog post also appears in the Haufe Wirtschaftsrechtsnewsletter.