Recital 22

(22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, provides that company information in business registers should be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register, because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to their company documents and information without unnecessary delay and the registers should record and make such changes publicly available in a timely manner. Those requirements for companies and registers should not cover conversions, mergers or divisions of limited liability companies, for which specific rules are provided for in Directive (EU) 2017/1132. The period for the registers to record and make changes to the documents and information publicly available should start from the date when all formalities that are necessary for the filing have been carried out, including the legality check confirming that the documents comply with national law. Such formalities should be carried out by the register without undue delay and the company should be informed about their expected duration. The deadline for registers should be able to be extended in cases of exceptional circumstances, which could be due to, for instance, the large number of documents filed with the register, or unforeseen technical problems. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU, the registers should also make them publicly available without unnecessary delay. To further ensure that company documents and information are accurate and up to date in all Member States, effective, proportionate and dissuasive penalties should be in place to address a failure to comply with all disclosure obligations under this Directive, including late filing.

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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.