• Cyril Dheur

EU issues proposals for online company establishment and cross-border transactions

On April 25, 2018 the European Commission published two new interesting proposals for directives, one aiming to allow companies to operate online throughout the EU, while the other directive could make it easier for companies to divide, merge or transfer their registered office on European territory.

However, the future rules would not apply to all company types. For Belgium, these changes would only concern the public limited company (‘naamloze vennootschap/société anonyme’), the limited partnership with shares (‘commanditaire vennootschap op aandelen/société en commandite par actions’) and the private limited-liability company (‘besloten vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée’). Member States can also decide whether they want to allow public limited companies, such as the NV/SA, to be fully established online.

When it comes to the possibility of establishing a company online, the future procedure foresees that all the required documents must be uploaded online using e-IDs and electronic signatures. This will make the life of the various stakeholders easier in today’s digitalised world. At the same time, the public authorities can still request that certain professionals, such as notaries, are involved in the establishment of the companies.

The future procedure for cross-border mergers will largely resemble the one foreseen in the current Merger Directive. Various new rules concerning simple mergers will be added, as well as new measures to protect the creditors and the shareholders of the involved companies.

When it comes to the cross-border division and the transfer of a company’s registered office, the procedures will be based to a large extent on the existing regulations for cross-border mergers but will also include some protective measures.

The proposals will now go to the European Council and the European Parliament to be reviewed. In the case of their approval, Member States will then be given a certain period, at the end of which the directives will have to be implemented in national law.

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