Digitalization: how will it work in practice?
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Digitalization: how will it work in practice? Segismundo Álvarez Royo-Villanova1
© Europäische Rechtsakademie (ERA) 2020
Abstract DIRECTIVE 2019/1151 regarding the use of digital tools intends to make it easier to create and operate companies across borders through the use of online procedures. To this effect the Directive increases the information that Commercial Registers have to provide freely and imposes totally online procedures for the creation of companies and branches and for registration of their changes. However, aware of the risks this implies, it allows Member States to establish controls of identity, capacity and legality, which can include the involvement of notaries, as long as they do not require the physical presence before any national authority. Keywords Digitalization · Companies · eIDAS · Online
1 Introduction: intent of the digital tools Directive It came as a surprise to many that of the two proposals that formed de Company Law Package presented in April 2018, the first to be published was DIRECTIVE (EU) 2019/1151 of 20 June 2019 regarding the use of digital tools and processes in company law. The other proposal, regarding cross border operations, only came out in December as Directive 2019/2121. It was a surprise because a previous proposal regarding online formation of companies (2014/0120 (COD)) received strong opposition from different parties and was finally abandoned. The explanation for the success of this proposal in my opinion is that, although more ambitious, it is also The author works as a Notary in Madrid, Spain, and also teaches at Universidad Pontificia de Comillas, Madrid, Spain.
B S. Álvarez Royo-Villanova 1
Universidad Pontificia de Comillas, Madrid, Spain
S. Álvarez Royo-Villanova
more respectful of national systems and more realistic about the risks and challenges of online formation and filing of documents. The intent of the Directive is to allow companies to “easily start their activities, operate online and expand across borders.” (Recital 6). This objective translates in two basic lines of action. The first is to impose on Member States the obligation to regulate “online formation of limited liability companies, registration of branches, and filing of documents and information by companies and branches” (Recital 9). The second is to give better information about companies to the public: recital 30 says that “In the interest of transparency and protection of the interests of workers, creditors and minority shareholders, and to promote trust in business transactions, including those with a cross-border nature within the internal market, it is important that investors, stakeholders, business partners and authorities can easily access company information.”. That is why the Directive establishes the obligation to give more information openly and free of charge (article 19.2), limits registration fees to the administrative cost (art. 19) and gives rules for a better interconnection of registers (articles 16, 18 among other references). Although the Directive devotes
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