Recital 36

(36) The company documents and information, including information about legal representatives, at least about general partners in partnerships as well as other persons that can lawfully represent a company, should be made publicly available in business registers in order to ensure legal certainty in dealings between companies and third parties. In particular, it is important that third parties, such as creditors, investors and business partners, but also authorities and courts, have full legal certainty about the person that is appointed to act on behalf of the company and has the power to enter into contracts or conduct business on behalf of the company. In a partnership, partners are often authorised to represent the partnership in dealings with third parties and in legal proceedings. Similarly, with a view to protecting third parties, it is necessary that, where all the shares of a private limited liability company are held by a single shareholder, the identity of that single shareholder, which can be a natural or legal person, is made accessible to the public in the business register when such companies are created or when the single shareholder changes. Given that a single shareholder can, for example, exercise the powers of the general meeting of the company or conclude contracts with the company as represented by that shareholder, third parties should be able to identify the sole member in order to identify the person exercising control of the company or representing the company. Therefore, such persons should be unequivocally identified.

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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.