Cross-border business. Registers and notarisations

When a company is engaged in, or planning to develop, business in more than one Member State of the European Union, it must bear in mind that the European legislation on companies requires the business registers of the Member States to issue a series of notifications.

The main directives governing these notifications are Directive (EU) 2019/1151 of 20 June 2019,  amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law, and Directive (EU) 2019/2121 of 27 November 2019  , amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions. These Directives have been transposed into national law by Law 11/2023 of 8 May 2023  and Royal Decree-Law 5/2023 of 28 June 2023.

Directive (EU) 2019/1151 of 20 June 2019 and Directive (EU) 2017/1132 were subsequently amended by Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024

This Directive gives rise to the following notification obligations:

• When a branch in a Member State closes, the registry in that Member State must inform the Member State where the company is registered of the closure. This must be done via the register interconnection system, and both registries must record this information.
• Still with regard to branches, the Member State of registration of a company must immediately notify the Member State of registration of a branch of that company, of the submission of changes to the company name, its place of business, register number, legal form or to any of the documents required by law. This must be done via the system of interconnection of registers.
• Bear in mind that the Member States may refuse the appointment to a directorship of a person who is debarred from holding the office of director in another Member State. For this purpose, the Member States must ensure that they are able to respond to applications from other Member States for information relating to debarment from directorships under the law of the respondent Member State.

This Directive gives rise to the following notification obligations:

• Member States must ensure that the certificate prior to conversion, merger or division is shared with the competent authorities of the departure State via the system of interconnection of registers. They must also ensure that the certificate prior to cross-border conversion, merger or decision is available via the system of interconnection of registers.
• Member States must ensure that the register in the destination Member State notifies the register in the departure Member State, via the system of interconnection of registers, that the cross-border conversion, merger or division has taken effect. They must also ensure that the company is struck off or removed from the register, or its entry amended, immediately on receipt of notification.
• Member States may require publication of the merger, conversion or division plan in their national official gazettes or on a central electronic platform. If so, those Member States must ensure that the register forwards the relevant information to the gazette or central electronic platform.

By early 2025, the transposition and adaptation to Directive (EU) 2025/25  had been finalised, which further advances digitalising the lifecycle of businesses:

• Certificate of incorporation: The creation of a digital standard to certify the existence of a company throughout the EU by means of a certificate issued by company registrars.
• Preventive control: Strengthening the legality check by commercial registrars before registration. In Spain, this monitoring was already carried out by the commercial registrars, but the directive now makes it mandatory in those other countries where it was not so strong.
• Digital authorities: Implementation of electronic powers of representation with cross-border validity.