New EU Directive On Digitalization Of Company Law

Author:Ms Yolaande Meyvis, Pieter-Jan Aerts and Laurens Engelen

In a world where technological advancements are taking place at a staggering pace, entrepreneurs are increasingly expecting to set up and do business with the help of digital processes. The European Union, in a drive to encourage innovation in business, has now set out in Directive 2019/1151 the ambition for member states to fully digitalize the registering and incorporating of companies.

Pursuant to the Directive, two years from now, by 1 August, 2021, it should be possible to fully incorporate a company online without having to register physically with any authority. This includes drafting any text required for the incorporation of a company. An exception to this rule is possible for public limited liability companies, on account of the complexity of their formation and registration. The Directive intends the whole online formation process to not exceed more than 10 working days.

The consequences for the Belgian entrepreneurial landscape should not be underestimated. Until today, amongst other requirements, a notarized deed of incorporation has to be physically filed with the registry of the court of enterprises and published before registration is possible.

The Directive thus amends European company law in order to provide more efficiency, transparency and legal certainty to companies by making it possible to set up a company very quickly, effortlessly and completely online.

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