The purpose of EU rules in the area of company law and corporate finance is to
- enable businesses to be set up and to carry out operations anywhere in the European Union
- provide protection for shareholders and other parties with a particular interest in companies, such as employees and creditors
- make business more efficient, competitive and sustainable in the long term
- encourage businesses based in different EU countries to cooperate with each other.
EU company reporting, auditing and transparency rules complement this legal framework.
Company reporting and auditing
Formation, capital, disclosure requirements and operations of companies
EU company law rules cover issues such as the formation, capital and disclosure requirements, and operations (mergers, divisions) of companies
Directive 2017/1132 – Digital company law
A large part of EU company law is now codified in a single EU Directive – Directive 2017/1132 relating to certain aspects of company law.
The proposal for a Directive to further expand and upgrade the use of digital tools and processes in company law was adopted by the Commission on 29 March 2023. It aims to improve transparency and trust in the business environment in the single market, by making more information about companies publicly available and by ensuring that company information in business registers is reliable and up-to-date, and to reduce administrative burden when companies use company information from business registers in cross-border situations. In March 2024, the Council and the European Parliament provisionally agreed on the proposal. The Directive still needs to be formally adopted by both co-legislators. It will enter into force 20 days after publication into the Official Journal.
Directive 2019/1151 of 20 June 2019 covers provisions on the use of digital tools and processes in company law. The transposition deadline for most provisions expired in August 2022 but Member States had until August 2023 to transpose certain Articles. Directive (EU) 2019/2121 of 27 November 2019 lays down new rules on cross-border conversions and divisions and amends the rules on cross-border mergers. Its transposition deadline expired in January 2023. This new set of rules will enable companies to use digital tools in company law procedures and to restructure and move cross-border, while providing strong safeguards against fraud and to protect stakeholders.
The 2023 proposal and the 2019 Directives revise and complement Directive 2017/1132.
Directive 2012/17 – System of interconnection of business registers (‘BRIS’)
Directive 2012/17/EU and Commission Implementing Regulation (EU) 2021/1042 set out rules on the system of interconnection of business registers (‘BRIS’). BRIS is operational since 8 June 2017. It allows EU-wide electronic access to company information and documents stored in Member States’ business registers via the European e-Justice Portal. BRIS also enables business registers to exchange information between themselves on cross-border operations and on companies and their cross-border branches. The implementation report on the development of BRIS, and in particular on its technical operation and financial aspects as regulated by Directive 2012/17/EU, was published on 29 March 2023.
Directive 2009/102 – single-member companies
Directive 2009/102/EC provides a framework for setting up single-member companies.
Regulation 2157/2001 and Regulation 2137/85 – EU legal entities rules
Two Regulations provide rules on EU legal entities: Regulation 2157/2001 sets out a statute for a European Company (Societas Europaea or ‘SE’), i.e. a EU legal form for public limited liability companies, and allows companies coming from different Member States to run their business in the EU under a single European brand name. Regulation 2137/85 sets out a statute for a European Economic Interest Grouping (EEIG), i.e. a EU legal form for a grouping formed by companies or legal bodies and/or natural persons carrying out economic activity coming from different Member States; the purpose of such a grouping is to facilitate or develop the cross-border economic activities of its members.
