Directive (EU) 2019/1151 — Digitalisation of Company Law (O

Can I form a subsidiary or register a branch in another EU Member State entirely online — and will a director disqualified in one country be flagged across the Union?

Since 1 August 2021, every Member State must offer fully online company formation within 5 to 10 working days and cross-border director disqualification checks via BRIS [Art. 13g, Art. 13i of Directive 2017/1132 as amended] — legal counsel should verify that the target Member State's portal is operational before initiating any cross-border expansion.

Short Answer

Directive (EU) 2019/1151 amended the Company Law Directive (EU) 2017/1132 to mandate fully online procedures for forming limited liability companies, registering branches in other Member States, and filing company documents with national registers [Art. 13g, Art. 28a, Art. 13j]. Member States must accept eIDAS-compliant electronic identification for cross-border applicants [Art. 13b] and exchange director disqualification information via the Business Registers Interconnection System (BRIS) [Art. 13i]. Key company data — name, legal form, registered office, EUID, status, and representatives — must be available free of charge through BRIS [Art. 19(2)]. All documents filed online must be stored in machine-readable and searchable format [Art. 16(6)].

Who is affected

Primarily addressed to EU/EEA Member States, which must adapt their company registers and online portals. Directly relevant for any company or entrepreneur seeking to form a limited liability company (types listed in Annex IIA to Directive 2017/1132, typically private limited companies such as GmbH, SARL, SRL, Ltd) or register a cross-border branch. Also affects persons proposed as directors, who may be subject to cross-border disqualification checks [Art. 13i].

Deadline

All transposition deadlines have passed: 1 August 2021 for main provisions (online formation, branch registration, online filing); 1 August 2023 for director disqualification exchange [Art. 13i], verified electronic copies [Art. 13j(2)], and machine-readable filing [Art. 16(6)]. Obligations are permanently applicable through national transposition law. A Commission evaluation report was due by 1 August 2024 (or 2025 for Member States that used the one-year extension) [Art. 3(1)].

Risk

The Directive imposes obligations on Member States, not directly on companies. Non-compliant Member States face EU infringement proceedings under Art. 258 TFEU. For companies, the practical risk is operational: if a target Member State has not fully transposed, online formation or branch registration may be unavailable or delayed, increasing costs and time-to-market for cross-border expansion. Directors disqualified in one Member State risk refusal of appointment in another [Art. 13i(2)]. Verify your legal adviser's assessment of national transposition status before relying on online procedures.

Proof

Legal status

• In force
• as of 2026-04-19
• Original version (OJ L 186, 11.7.2019, p. 80)

Primary sources

• EUR-Lex — Full text
• European Commission — Digital Tools — EU digital company law tools

What to do now

Legal / DPO

•Confirm that each target Member State has fully transposed Articles 13g and 28a into national law, including the 5/10-working-day formation deadlines and the 10-working-day branch registration deadline [Art. 13g(7), Art. 28a(6)].
•Review whether proposed directors are subject to cross-border disqualification checks via BRIS and update board appointment procedures to require a self-declaration of disqualification status [Art. 13i(1)–(2)].
•Verify that the Member State's register accepts eIDAS-compliant electronic identification means for cross-border applicants and identify which assurance levels are recognised [Art. 13b(1)–(2)].

Compliance

•Map out all group entities' branches across EU Member States and confirm each branch is registered with a valid EUID, ensuring that closure and change notifications are exchanged automatically via BRIS [Art. 28a(7), Art. 28c, Art. 30a].
•Ensure that all company filings — instruments of constitution, changes to directors, accounting documents — are submitted electronically and stored in machine-readable format [Art. 16(6), Art. 13j].
•Implement the once-only principle internally: confirm whether the company register in the branch Member State accepts documents already submitted to the parent company's home register, to avoid duplicate filings [Art. 28a(2), Recital 28].

IT / Security

•Integrate eIDAS-compliant electronic identification and trust services (qualified electronic signatures, qualified electronic seals) into the company's digital signing workflow for register filings [Art. 13b, Art. 13g(3)(c)].
•Ensure that all documents submitted to national registers via online portals are transmitted over HTTPS and that the integrity and non-repudiation of submissions can be verified [Art. 16a(4)].
•Evaluate API-based filing options where national registers provide application programming interfaces for structured data submission, and ensure data formats comply with the machine-readable requirement [Art. 16(6), Art. 3(2)(d)].

Product / Engineering

•If the company offers regtech or legaltech services: integrate with BRIS and national register APIs to enable clients to form companies or register branches fully online in compliance with Art. 13g and Art. 28a.
•Build in support for the templates (Annex IIA company types) that Member States must provide via the Single Digital Gateway, enabling streamlined use of standard instruments of constitution [Art. 13h].
•Implement cross-border director screening by querying available BRIS endpoints for disqualification information, supporting clients' due diligence before board appointments [Art. 13i(3)–(4)].

Key Terms

BRIS (Business Registers Interconnection System): The EU system interconnecting central, commercial, and companies registers of all Member States, enabling cross-border exchange of company data, branch notifications, and director disqualification information.
EUID (European Unique Identifier): A unique identifier assigned to each company registered in a Member State's register, enabling unambiguous identification across borders within the BRIS system [Art. 16(1)].
eIDAS (electronic Identification, Authentication and trust Services): Regulation (EU) No 910/2014 establishing the legal framework for electronic identification and trust services across the EU internal market, referenced by this Directive for cross-border identity verification.
Template (instrument of constitution): A standardised model document drawn up by a Member State for forming a limited liability company online, available via the Single Digital Gateway [Art. 13a(6), Art. 13h].
Single Digital Gateway: The online access point established by Regulation (EU) 2018/1724 through which citizens and businesses can find information, access procedures, and obtain assistance services related to the internal market.
Formation: The entire process of establishing a company under national law, from drawing up the instrument of constitution to entry in the national register [Art. 13a(4)].
Disqualification of directors: A prohibition on a natural person serving as a member of the administrative, management, or supervisory body of a company, which under this Directive must be communicated cross-border via BRIS [Art. 13i].

Frequently Asked Questions

Which types of companies can be formed fully online under Directive 2019/1151?

Member States must allow fully online formation for the company types listed in Annex IIA to Directive 2017/1132, which covers private limited liability companies (e.g. GmbH, SARL, SRL, Ltd) in each Member State [Art. 13g(1)]. Member States may extend online formation to other company types but are not required to do so.

How quickly must a Member State complete an online company formation?

Within 5 working days if the company is formed exclusively by natural persons using the standard template, or within 10 working days in all other cases, counted from when all formalities and payments are completed [Art. 13g(7)]. If the deadline cannot be met, the applicant must be notified of the reasons for the delay.

Can a Member State still require physical presence during online formation?

Only on a case-by-case basis where there are specific reasons to suspect identity falsification or non-compliance with rules on legal capacity and authority to represent the company [Art. 13b(4), Art. 13g(8)]. Systematic requirements for physical presence are not permitted.

What company information must be available free of charge via BRIS?

At minimum: the company name and legal form, registered office and Member State, registration number and EUID, website (if recorded), company status, company object (if recorded), details of persons authorised to represent the company, and information on branches in other Member States [Art. 19(2)].

How does the cross-border director disqualification check work?

When a person is proposed as director, the Member State of formation may request information from other Member States via BRIS on whether that person is disqualified or recorded in any register relevant to disqualification [Art. 13i(3)–(4)]. Member States may refuse appointment of a director who is currently disqualified in another Member State [Art. 13i(2)].

What electronic identification is accepted for cross-border online procedures?

Member States must accept electronic identification means issued under their own national scheme and those issued in another Member State that comply with Article 6 of the eIDAS Regulation (EU) No 910/2014 [Art. 13b(1)]. Member States may refuse electronic identification means whose assurance level does not meet eIDAS requirements [Art. 13b(2)].

Does the Directive require Member States to provide templates for company formation?

Yes, Member States must make templates available online for the company types listed in Annex IIA (typically private limited companies). Templates must be available in at least one official EU language broadly understood by cross-border users [Art. 13h(1), (3)]. The content of templates is governed by national law [Art. 13h(4)].

Assessment Factors & Checklist

Premium

Start 7-day free trial

Questions for Your Lawyer

Premium

Start 7-day free trial

Conclusion & Summary

Premium

Start 7-day free trial

Detailed analysis with source links.

Schalten Sie die KI-Analyse frei — mit markierten Fundstellen und direkten Links zu EUR-Lex. 7 Tage kostenlos testen.

Start 7-day free trial →

Keine Kreditkarte heute. Kündigung jederzeit.