Anyone who has set up a subsidiary in another European country, signed before a foreign notary or tried to open a company account with a bank abroad knows the sequence: an extract from the Companies Register, an apostille, a sworn translator and a couple of weeks' wait, with luck. All to prove something already in a public register, that the company exists and who can sign for it.
That is what Directive (EU) 2025/25 of 19 December 2024 sets out to change.
It was published in the Official Journal of the European Union on 10 January 2025 and amends the EU company law directive to take digitalisation further. It brings several things, but two will be especially noticeable: an EU Company Certificate and an EU digital power of attorney.
Before going into them, a word of caution so as not to raise expectations.
It does not apply in Spain yet
A directive does not bind companies; it requires Member States to change their law, and this one sets its own timetable. Spain has until 31 July 2027 to adopt the implementing rules and must apply them from 31 July 2028. The rules on information about groups of companies and the average number of employees run a year behind (adoption by 1 August 2028, application from 1 August 2029).
In the meantime, everything stays as it is today.
Even so, some work can be done in advance. Part of what the directive brings depends on something each company controls: that its entry in the Companies Register tells the truth.
The European certificate
Every business register in the Union will have to issue a certificate with the same content. For limited companies it will show the name and legal form, the registration number with the Member State and the European Unique Identifier (EUID), the registered office and a contact address, which may be an email, the date of registration, the subscribed capital and the company's objects, which may be expressed with the NACE activity code. Also its duration, if limited, and its website, if recorded.
Two items deserve a separate mention. The first is the company's status: whether it is active, dissolved, in liquidation or insolvent, where the register records it. The second is who may represent it, with full name and date of birth, and whether they can act alone or need someone else. That is precisely what everyone asks in any deal with a foreign company.
What matters is the value it will have. The certificate will be accepted in all Member States as sufficient proof of the company's incorporation and of those details at the date of issue. The electronic version will be authenticated using the trust services of the eIDAS Regulation, and certified copies and extracts issued by a register are exempt from legalisation or any similar formality. In other words: in these cases, no more apostilles.
Every company will be able to obtain its electronic certificate free of charge at least once per calendar year; where further copies are charged for, the fee may not exceed the administrative cost.
On translation, the directive is more cautious than is sometimes reported. It does not prohibit it. It says Member States shall endeavour not to require one where the information needed is in the certificate itself or accessible through the EU system of interconnection of registers. And it leaves a door open: where there is reasonable suspicion of abuse or fraud, the authorities of another Member State may, case by case, reject the documents and consult the register of origin.
The certificate will also exist for the partnerships the directive brings in, which in Spain are the sociedad colectiva and the sociedad comanditaria simple.
A power that travels
The second novelty is a European model of power of attorney, in digital form, allowing a company to authorise someone to represent it in another Member State.
It is worth not overstating it. It is not a general power for anything, but for the company law procedures the directive covers: setting up companies, opening or closing branches, and cross-border conversions, mergers and divisions. It will be granted, amended and revoked under each country's law, which must at least provide for a court, a notary or another authority to verify the identity, capacity and authority of the person granting it. It will be authenticated with trust services, be compatible with the European Digital Identity Wallet and be accepted as proof of representation on the terms the document itself sets out. The European Commission will publish the model in all official languages.
Subsidiaries and branches: the paperwork, once
For businesses growing abroad, this may save the most time. When a company sets up a subsidiary or registers a branch in another Member State, the register there will have to obtain the founding company's information directly from the register of origin, electronically. This is the "once-only" principle: what is already on your register will not have to be filed again.
Faster registers and more visible groups
The directive tightens deadlines. Changes to a company's details will have to be filed within fifteen working days at most of the change, and the register must record and publish them within ten working days of having everything required, with an exceptional extension of five.
In addition, where a parent is required to prepare consolidated accounts, information on the group, such as the ultimate parent company, will be available free of charge through the system of interconnection of registers. Along with the average number of employees, this is the part arriving in 2029.
Three things you can do now
Check your register entry. The European certificate will reproduce whatever the Companies Register says, including its oversights; a former director still on record or a registered office from ten years ago is a slip today, but with the certificate it will be the first thing any notary, register or business partner in the Union sees.
Put your powers of attorney in order, since they will coexist with the new digital power. This is a good time to know who can sign what and to revoke what no longer makes sense.
And, if your company belongs to a group, expect its structure to be a good deal more visible than it is now.
The Spanish implementing law is still to come, and it will determine how the certificate is requested here, what role notaries and registrars will play in the digital power and how much anything not free will cost. We will follow it, and when it is published we will cover it.
This article contains general information for informative purposes and does not constitute legal advice or an investment recommendation. The rules cited may have been amended after publication; always check the text in force before taking a decision.