At the invitation of the Council of the Notariats of the European Union (CNUE), several representatives of the European Commission, Parliament and the Council of the European Union met on 25 September to take stock of the ongoing negotiations on the company law legislative package. The package contains two proposals for directives: one to facilitate the use of digital tools for company registration and online management of company information, and the other to establish harmonised procedures for cross-border divisions and transfers and a targeted review for mergers.
Mr Marius Kohler, President of the CNUE, welcomed the participants and recalled the favourable reception given by the European notariat to the approach adopted to prevent any disruption in company law by allowing Member States to build upon existing and well-established systems of preventive control, thus enabling a smooth and effective transfer of company law in today’s digital age.
Moderated by Corrado Malberti, Italian notary and Chair of the CNUE’s Company Law working group, the discussions brought together Renate Nikolay, Head of Cabinet of Commissioner Vĕra Jourová, MEP Jytte Guteland (S&D, Sweden), and Matthias Potyka, representative of the Austrian EU Council Presidency.
The speakers highlighted the fruitful discussions within the institutions to move the negotiations forward. However, Matthias Potyka expressed his concerns about the possibility of finalising a text under the Austrian Presidency of the Council, in view of the difficulties encountered on the proposal for a Directive on cross-border divisions and transfers. For the Commission, as Renate Nikolay pointed out, the objective remains to have the two proposals for directives adopted together.
On the subject of digitalisation, the Commission elaborated on the involvement of notaries throughout the lifecycle of companies. This possibility will remain open and not only during the creation by the online procedure. As shadow rapporteur for the S&D group, Jytte Guteland said that there were concerns about opening the scope to legal persons, not just individuals. The benefit of opening this procedure to legal persons – who are generally part of a larger company already established – is less, in her view, and could, on the contrary, pave the way for an increase in fraud.