On July 11 of this year, the Directive (EU) 2019/1151 of the European Parliament and Council on the use of digital tools and processes in company law was published in the Official Journal of the European Union.
This Directive will oblige the Member States to modify their national law to implement the online incorporation of commercial companies. This Directive indicates that the Member States must ensure that the incorporation can be carried out entirely online without the need for applicants to appear in person before any authority or person or official body.
The Directive envisions, in its Annex 2 bis, the types of commercial companies for which each Member State must make the online incorporation available to applicants. In the case of Spain, online incorporation systems must be available, at the very least, for the incorporation of limited liability companies, leaving the door open to the possibility (not mandatory) that this be applied to other types of commercial company.
This new Directive must be understood without adversely affecting the procedures and requirements established by the national law of each State. Therefore, in Spain, the incorporation of companies will continue to be entrusted to notaries, who must adapt to the new online procedure.
As indicated therein, this Directive is intended to facilitate the free incorporation of commercial companies in all Member States, as well as to reduce the costs and time associated with these procedures.
It should be borne in mind that this new system of incorporation of online companies will not be mandatory. Anyone who wants to establish a company may continue to use the traditional face-to-face system and receive legal advice from a lawyer, which is highly recommended for cases involving special complexity.
Member States must transpose this Directive into their national law no later than August 1, 2021.
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