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Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law (Text with EEA relevance) · European Union

Article 10 is replaced by the following: ‘Article 10 Preventive control 1. Member States shall provide for preventive administrative, judicial or notarial control, or any combination thereof, of the instrument of constitution and statutes of companies listed in Annexes II and IIB at the time of their formation, and of any amendments to those documents. That requirement shall be without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents be drawn up and certified in due legal form. 2. Member States shall ensure that their laws on the formation of companies listed in Annexes II and IIB lay down a procedure for the legality check of a company’s instrument of constitution, and of its statutes if they are contained in a separate instrument. Member States shall ensure that a legality check is also carried out in the case of any amendment of those documents. Through the legality check referred to in the first subparagraph, it shall be verified at least that: 3. Where, for the formation, or at the time of registration, of companies listed in Annex IIB, national law does not require the drawing up of instruments of constitution and statutes, the procedure for the legality check shall include formal and substantive checks in respect of the documents or information required under national law to apply for the entry of such companies in the register. 4. Paragraphs 1, 2 and 3 shall apply to fully online procedures as well as to procedures that are not fully online.’ ; the formal requirements for the instrument of constitution, and for the statutes if they are contained in a separate instrument, are fulfilled and, where templates referred to in Article 13h are used, that they are used correctly; the mandatory minimum content is included; the substantive legal requirements are met; and the contributions, whether by way of payment in cash or contribution in kind, have been provided for, in accordance with national law.

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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.