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the following Articles are inserted: ‘Article 16b EU Company Certificate 1. Member States shall ensure that the registers issue the EU Company Certificates regarding the companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence, at the time of its issuance, of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register in which the company is registered. 2. The EU Company Certificate for the limited liability companies listed in Annex II shall include the following information: 3. The EU Company Certificate for partnerships listed in Annex IIB shall include the information referred to in paragraph 2 of this Article, with the exception of points (e), (h) (j) and (k). The following information shall also be included: 4. Member States shall ensure that the EU Company Certificate can be obtained from the register upon an application submitted to the register by electronic or by paper means. Member States shall ensure that the electronic version of the EU Company Certificate can also be obtained through the system of interconnection of registers. 5. Member States shall ensure that each company listed in Annex II or Annex IIB can obtain its EU Company Certificate in electronic format free of charge unless it causes serious prejudice to the financing of the national registers. In any case, each company shall be able to obtain its EU Company Certificate free of charge at least once per calendar year. Where a price is charged for obtaining the EU Company Certificate, whether by electronic or by paper means, it shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers. 6. Member States shall ensure that the EU Company Certificate provided by the register in electronic form is authenticated by means of trust services as referred to in Regulation (EU) No 910/2014 in order to guarantee that it has been provided by the register and that its content is a true copy of the information held by the register or that it is consistent with the information contained therein. The EU Company Certificate shall also be compatible with the European Digital Identity Wallet, as provided for in Regulation (EU) 2024/1183. 7. Member States shall ensure that the EU Company Certificate provided by the register in paper form includes the date of issuance, as well as the seal or stamp of the register, or equivalent means of authentication, in order to certify that its content is a true copy of the information held by the register or that it is consistent with the information contained therein, and bears a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document. 8. The Commission shall publish the multilingual template for the EU Company Certificate on the European e-Justice portal (“the portal”) in all official languages of the Union. Article 16c Digital EU power of attorney 1. Member States shall ensure that, in order to carry out procedures within the scope of this Directive in another Member State, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions, companies listed in Annexes II and IIB can use a template for the digital EU power of attorney in accordance with this Article to authorise a person to represent the company. The digital EU power of attorney shall be drawn up, amended or revoked in accordance with national requirements. Such national requirements for drawing up, amending or revoking the digital EU power of attorney shall at least include the verification by courts, notaries or other competent authorities of the identity, legal capacity and authority to represent the company of the person granting, amending or revoking the power of attorney. Member States shall ensure that the digital EU power of attorney is authenticated by means of trust services as referred to in Regulation (EU) No 910/2014, and that its granting, amendment or revocation is compatible for use with the European Digital Identity Wallet as provided for in Regulation (EU) 2024/1183. 2. The digital EU power of attorney shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document. 3. Member States may require that the digital EU power of attorney, any amendment to it, and any revocation of it, is to be filed with a register. In such a case, the fees charged for obtaining access to the information about the digital EU power of attorney shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers. 4. The Commission shall, by means of implementing acts as referred to Article 24(2), point (e), establish the template for the digital EU power of attorney, which shall include at least data fields about the scope of representation, the person authorised to represent the company and the type of representation. The Commission shall publish that template on the portal in all official languages of the Union. Article 16d Exemption from legalisation and any similar formality 1. Where copies and extracts of documents and information provided and certified as true copies by a register, including certified translations, are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and any similar formality. The first subparagraph shall apply to electronic copies and extracts of documents and information, including certified translations, where they have been authenticated in accordance with Article 16a(4). It shall also apply to copies and extracts of documents and information, including certified translations, in paper form, where they include their date of issuance as well as the seal or stamp of the register, or equivalent means of authentication, and bear a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document. 2. Member States shall ensure that the EU Company Certificate issued in accordance with Article 16b, the digital EU power of attorney referred to in Article 16c and the pre-conversion, pre-merger and pre-division certificates transmitted in accordance with Articles 86n, 127a and 160n are exempted from all forms of legalisation and any similar formality. 3. Where notarial acts, administrative documents, their certified copies and translations issued in a Member State in the context of the procedures within the scope of this Directive are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and any similar formality. The first subparagraph shall apply to electronic notarial acts, administrative documents, their certified copies and translations where they have been authenticated by means of trust services as referred to in Regulation (EU) No 910/2014. It also applies to notarial acts, administrative documents, their certified copies and translations in paper form where they bear a unique protocol or identification number or similar feature that allows the electronic verification of the origin and authenticity of the document. Article 16e Safeguards in cases of reasonable doubt as to origin or authenticity 1. Where the authorities in another Member State to which the copies and extracts of documents and information provided and certified as true copies by a register in accordance with Article 16d(1), or the EU Company Certificate issued in accordance with Article 16b, are presented have a reasonable doubt as to origin or authenticity, including the identity of the seal or stamp, or have reason to consider that a document has been forged or tampered with, they may submit a request for information to the contact point: Member States shall notify to the Commission the relevant contact points. 2. Requests for information referred to in paragraph 1 shall present the reasons the authority doubts the origin or authenticity of the copies and extracts of documents and information or the EU Company Certificate, in particular in cases where the authority cannot authenticate a copy or extract of documents and information or the EU Company Certificate through electronic verification methods. Every request shall be accompanied by the copy or extract of the document and information or the EU Company Certificate concerned transmitted electronically. Requests which do not comply with the requirements set out in this paragraph shall be rejected without examination and the authority that submitted the request shall be informed of the rejection through the contact point. 3. Contact points shall reply to requests for information made under paragraph 1 within a period not exceeding 5 working days. 4. The requesting authority may decide not to accept the copies and extracts of documents and information or the EU Company Certificate only if their origin or authenticity is not confirmed by the register from which it requested information pursuant to paragraph 2. In such a case, the requesting authority shall notify those who submitted such documents and information or the EU Company Certificate of that decision without undue delay and no later than 10 working days after receiving the reply from the contact point. Article 16f Safeguards in cases of reasonable doubt as to abuse or fraud 1. Where justified by reasons of public interest in order to prevent abuse or fraud, the authorities in another Member State may exceptionally and on a case-by-case basis, where they have reasonable grounds to suspect abuse or fraud, refuse to accept documents or information about a company from a register in another Member State as evidence of the registration of a company or its continued existence, or as evidence in respect of the specific company information that is the subject of suspicion of abuse or fraud. 2. In the cases referred to in paragraph 1, the authorities shall consult the register which provided the document or information. If the document or information is not accepted in a Member State in accordance with this Article, the authorities shall inform the register which provided such document or information. 3. This Article is without prejudice to the application of Article 16(5) and to the possibility for competent authorities to alert the register from which the document or information originates in cases where they consider that the document or information provided to them might contain inadvertent, clerical or other manifest errors, with a view to seeking its possible rectification before relying on the document or information, including for entries in their own register. Article 16g Exemption of translation 1. Member States shall endeavour not to require the translation of copies or extracts of documents provided by the register of another Member State including in the situations referred to in Article 13g(2a) and Article 28a(5a), when the specific information needed about a company can be accessed and consulted: 2. Without prejudice to paragraph 1, Member States shall ensure that, where the instruments of constitution and the statutes, if they are contained in a separate instrument, and other documents provided by a register, are to be presented in another Member State, a certified translation is to be required only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and it is strictly necessary. 3. This Article shall be applied without prejudice to Articles 21 and 32.’ ; the name or names of the company; the legal form of the company; the registration number of the company and the Member State where the company is registered; the EUID of the company; the registered office of the company; the correspondence address of the company, such as its electronic mail or postal address; the date of registration of the company; the amount of the subscribed capital of the company, if applicable; the status of the company, such as when it is closed, struck off the register, wound up, dissolved, undergoing insolvency proceedings, economically active or inactive as defined in national law and where it is recorded in the national register; the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of any persons who either as a body or as members of any such body are authorised by the company to represent it in dealings with third parties and in legal proceedings, and whether those persons may do so alone or are required to act jointly; where the persons referred to in point (j) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number; the object of the company, describing its main activity or activities, which can be expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code, where such code is used for the purposes of the register pursuant to applicable national law, and where the object is recorded in the national register; the duration of the company, where its duration is limited; details of the company’s website where such details are recorded in the national register; the date of issue of the company’s EU Company Certificate. the registered office, or equivalent, of the partnership; the amount of maximum liability or of the contribution of each limited partner, where that information is recorded in the national register; the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of the partners, directors or other statutory representatives, who are authorised to represent the partnership in dealings with third parties and in legal proceedings, or, if not applicable, information about the nature and scope of the authorisation of the partners, directors or other representatives to represent the partnership and their particulars; where the persons referred to in point (c) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number; where different from points (c) and (d), the first names, surnames and date of birth, or equivalent information when that date is not recorded in the national register, of the general partners, and, in the case of limited partnerships, particulars of the limited partners, where particulars of the latter are made publicly available in the national register; where the persons referred to in point (e) are legal persons, the name, the legal form, the EUID or, where the EUID is not applicable, the registration number. linked to the register that provided the copies and extracts of documents and information or issued the EU Company Certificate, or linked to the register of the Member State of the authority in which the copies and extracts of documents and information or the EU Company Certificate were presented; that register shall verify through the system of interconnection of registers the authenticity of those copies and extracts of documents and information and of that EU Company Certificate with the register that provided or issued them. in the EU Company Certificate referred to in Article 16b; or through the system of interconnection of registers and is identifiable through the explanatory labels referred to in Article 18.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-14 · Text as adopted (Official Journal); later amendments are not incorporated in this text.