Digitalisation of EU Corporate Law: How the rules on legalisation and translation of documents are changing

As part of the European Union’s ongoing digital transformation in corporate law, procedures for legalizing and translating documents are becoming much simpler. A new initiative from the European Commission, known as Digitalisierungsrichtlinie II, aims to cut bureaucracy, improve transparency, and speed up the exchange of corporate information between EU countries.

On March 29, 2023, the European Commission proposed changes to existing rules to promote the use of digital tools and processes in corporate law (COM 177). About a year later, the European Parliament and the Council agreed on a joint version of this proposal. These changes would update and expand the main EU Company Law Directive (Directive [EU] 2017/1132) and add to the earlier Digitalisation Directive (Directive [EU] 2019/1151), which already allows companies to be set up online.

The new proposal introduces digital powers of attorney, ensures mutual recognition of official documents across EU countries without the need for re-legalization, and may eliminate translation requirements when documents are verified through EU Trust Services. These measures contribute to more efficient cross-border business and simplify the registration and management of companies in different EU countries.

In this article, we explain the key updates that will change the current rules for legalizing and translating corporate documents.

Key aspects of corporate law digitalisation in the EU

In line with the motto “Europe fit for the digital age,” the aim of this proposal is to make it easier for companies operating across borders to do business by using digital tools and procedures. The focus is on reducing bureaucracy and further improving access to reliable company information throughout Europe.

The initiative includes the following key measures:

• Reliable company information and EU-wide business registers: transparency will be increased through new disclosure obligations for partnerships and corporate groups, along with standardized access to the EU-wide systems BRIS, BORIS, and IRI;
• Simplified formalities: under the "once-only" principle, companies will only need to submit their information once. This will also help eliminate the need for legalisation and translation of documents under certain conditions;
• Introduction of an EU digital power of attorney: Standardized, multilingual forms will be used to make cross-border representation of companies easier;
• Creation of the EU Company Certificate (EUCC): A digital certificate that contains essential company information in all official EU languages.

Introducing digital tools and documents

EU Company Certificate

One of the key elements of the proposed Directive is the further integration of digital tools into corporate administration. In particular, it introduces a standardized and publicly accessible EU Company Certificate (EU-Gesellschaftsbescheinigung), which will contain essential registration details — such as legal form, registered office, and representation — and will be availablein all official EU languages. This document is designed to facilitate cross-border operations and increase trust in corporate information across the internal market.

The EU Company Certificate will be issued by the company register of the EU Member State where the company is incorporated. It will be recognized as “sufficient evidence” in other Member States, meaning that no additional documents will be required to confirm the information it contains. Although this presumption is rebuttable, it will significantly streamline the recognition of company data in cross-border procedures. It is important to note, however, that the certificate may reflect outdated information if the company register has not yet been updated.

EU Digital Power of Attorney

To simplify cross-border representation of companies, the proposal introduces a standardized EU Digital Power of Attorney (digitale EU-Vollmacht). This document will follow a unified format, available in all official EU languages, and will allow companies to authorize representatives to act on their behalf in another Member State — without the need to draft separate documents under each country’s national law.

Unlike the EU Company Certificate, the digital power of attorney serves specifically to confirm a representative’s authority in international corporate procedures. It may be presented using the EU Digital Identity Wallet. However, unlike the certificate, it will not be regarded as “sufficient evidence” in the legal sense. Instead, it will be treated as a supporting document subject to further verification under the national law of the relevant Member State. Formal requirements — such as format and content — will still be governed by the domestic legislation of the country where the power of attorney is to be used.

Improved exchange of registry data

In addition, it is proposed to improve the structure and interaction between national registries by ensuring technical and legal compatibility of platforms such as BRIS (Business Registers Interconnection System), BORIS (Beneficial ownership registers interconnection system) and IRI (Insolvency Register). This will create easy access to up-to-date data on companies and their structures, which in turn should contribute to greater transparency and legal clarity.

New rules on legalization and translation of corporate documents

One of the key elements of the Digitalisation Directive II is a revision of the rules for legalising and translating official documents used in corporate activities across the EU. These changes are aimed at eliminating unnecessary procedures, speeding up document processing, and increasing trust in digital forms of authentication.

A major simplification is the new method for verifying the authenticity of documents. When using official documents issued in one EU Member State in another, legalisation, apostille, or notarisation will no longer be required. For electronic documents,confirmation in line with the eIDAS Regulation will be sufficient. In the case of paper copies, it will be enough to include the date of issue, an official stamp or seal, and a reference number that allows for electronic verification.

Thanks to the broader use of qualified electronic identification tools, including EU-Vertrauensdienste, documents that are digitally signed or certified will be accepted in other EU Member States without the need for additional formalities. This applies in particular to standard corporate forms, registration data, and powers of attorney that comply with the new technical and legal standards.

In addition, the Directive limits the requirement for translation. If the content of a document is clear from its format — for example, company registration data obtained via interconnected registries —authorities will generally not request a translation. When using multilingual standard forms and electronic certificates (such as the EU Company Certificate), there will no longer be a need to translate documents into the language of the receiving country. Provided the authenticity and reliability requirements are met, such documents must be accepted across the EU.

It is important to note, however, that the Directive does not introduce a general principle of mutual recognition of documents — the legal effect and evaluation of authenticity will still be governed by national procedural laws.

The new provisions are expected to significantly simplify registration procedures within the EU, reduce costs for translation, legalisation, and notarisation, and foster greater trust in digital processes. In the long term, these changes aim to support a more transparent and efficient business environment across the Union.

How we can help?

Despite the rapid digitalisation of EU corporate law, many documents in practice still require apostille, notarisation, and translation—especially during the transition period before full implementation of the new rules. Moreover, not all authorities and institutions immediately accept digital documents, particularly in cross-border procedures.

Schmidt & Schmidt offers a full range of services to support your corporate procedures within the EU and beyond. We can assist you with:

• Obtaining extracts from commercial registers in all EU countries and other jurisdictions;
• Preparing notarised translations of corporate documents with apostille, in accordance with the requirements of the destination country;
• Procuring corporate documents(articles of association, incorporation deeds, powers of attorney, annual reports) from official registers;
• Verifying the authenticity and legal status of submitted documents, including those in digital form;
• Advising on the application of new rules, including recognition of electronic powers of attorney, the EU Company Certificate (EUCC), and the use of the BRIS, BORIS, and IRI platforms.

We ensure high-quality, timely, and legally accurate handling of documents that meets both current and upcoming EU corporate law requirements. Our goal is to make international paperwork simpler and provide legal clarity in the evolving digital landscape.