Introduction

 

 

In an era of continuous digitisation, the European Union has felt the need to adapt company lawThe technological process aims to facilitate the creation of companies in the European market. For this reason, law must also develop in such a way as to be up to date and to provide genuine support to entrepreneurs, especially emerging ones. The European Union economy must survive competition with the United States and China and to assert itself it will have to accept innovative solutions that ensure a comfortable and safe establishment of EU and non-EU companies.

 

 

Directive EU 2025/25

 

 

Directive 2025/25, which promotes principles for digitising European company law, entered into force on 30 January 2025. This will have to be transposed by 31 July 2027, a deadline that is getting closer and closer.

 

The aim is to expand and improve the use of digital tools and processes, significantly reducing administrative burdens for businesses and simplifying formalities, and digital solutions will have to be adopted by definition, which will involve the entire European market business system, and will provide greater transparency and confidence in the business environment of the single market. The Directive aims to establish an integrated ecosystem to facilitate cross-border business operations.

 

The Directive is based on the "one-off" principle that companies should not be required to submit documents from their own constitution which are already available in digital public registers, and that data will then be transmitted safely only once, without further certification or legalisation. The aim is to simplify European bureaucracy by finding a digital solution.

 
 

Intervention Points

 
 

The Directive focuses on four key aspects which are then precisely regulated within the individual articles.[1]Of particular importance is the strengthening of preventive controls of legality on the constituent acts, the statutes and the related amendments. Indeed, for the first time, the minimum content of the control is defined, which must concern both formal and substantive profiles, which must comply with the requirements of national law. They refer to the set of essential checks that an official must carry out, in order to guarantee its validity. This applies not only to traditional constitutions but also to online ones. Thus, the opportunities to explore simplified and low cost online procedures that are based on standard models and qualified digital identity are reported.

 

Secondly, new advertising requirements have been introduced for corporate groups. The principle applies to companies required to draw up and publish consolidated financial statements. It has been decided to require publication in the register of information on the parent company (the holding company, whether EU or non-EU - entity controlling a group of companies), which will have to be updated periodically. It is expected that the guiding principles will be coordinated with the discipline of Articles 2497 of the Civil Code (ex Chapter IX -Company management and coordination, Book V -About the companies) Parent companies, whether made up of capital or commercial persons, will be required to draw up and publish consolidated financial statements. The various reports will be accessible free of charge through the BRIS system (Business Registers Interconnection System) to increase transparency of corporate group data and activities.

 

In addition, two innovative systems are introduced to digitise company information, making access much faster and simpler. The first is the EU certificate of companies: this is nothing more than standardized proof of the existence of the company and some essential information. It is an electronic certificate with sufficient probative value to certify the establishment of companies. The second is an EU digital prosecutor that will allow companies to delegate representatives for cross-border procedures in other Member States without having to use specific translations. The model is intended to operate through EUDI Wallet (European Digital Identity Wallet), an application promoted by the European Commission that allows the management of the digital identity of citizens and businesses) for specific cross-border operations (such as the establishment of branches, transformations, mergers and divisions). This instrument will facilitate the legal representation of companies in other Member States. Several nodes follow, namely on the legal effectiveness and the probative value of the certificate, especially on the audience of the subjects, who are entitled to request the different certificates, which in our legal system should remain open to all. The duration of the period will be reasonably limited to 15 days.

 

Finally, the BRIS system, already mentioned above, will be strengthened, a system already covered by Directive 2012/17 EU and Commission Implementing Regulation 2021/1042 laying down the rules necessary for the system of interconnection of business registers. This tool is operational from 8 June 2017 and allows electronic access, at EU level, to information on companies and documents stored in Member States' business registers through the European e-Justice Portal. This platform allows the exchange of information on cross-border transactions and companies, thus extending accessible information. The link with Boris and IRI, two further technological platforms, will also be crucial. BORIS is a register of effective owners of companies and other legal entities. IRI, on the other hand, is a so-called bankruptcy register, i.e. a insolvency register that will allow rapid access to information on companies in financial difficulties. Online registrations of branches will follow the principleonce - only, without the possibility for the host State to re-demand documents already in the register of origin.

 
 

Multilevel Ecosystem

 
 
 

The directive therefore provides for the wider European plan for completing the single market and digital transaction, which will be in connection with other systems provided by the European Union: Capital Markets Union action plan, Eu Inc. and the European business wallet. The first link, CMU, is an initiative aimed at creating a single capital market that will be fully integrated by 2030. The aim is to further develop the European market, attracting more investment and thus promoting growth and innovation. Eu Inc., however, refers to a project that consists in developing a 28th regime, that is a unique and digital corporate form, aimed at facilitating the operation of European companies. Finally, the European Business Wallet is a real business portfolio. This platform is governed by Regulation COM (2025) 838 final of 19 November 2025 and provides for a reduction of administrative burdens, ensuring access to secure and reliable digital identification across borders. The system aims to facilitate interactions between businesses and public administration, digitising the public sector and acting as a link between digital infrastructure and economic operation.

 
 

Past Directives

 
 

Directive 2025/25 actually complements the different principles that have already been set out in the directives of the past. One of the first principles which has focused on this issue in particular is Directive EU 2017/1132, known as the codification directive. The Directive of 2025 deals with the codification of European company law in a single directive. The aim of this Directive was to strengthen the digitisation of business registers, improving the reliability of company information. Another important point was to try to facilitate the cross-border operation of companies, in particular SMEs.

 

The second Directive, whose principles are the most recent, is No. 1151 of 2019. This regulation regulates the use of digital tools and processes in company law. It regulates how the formation of companies S.r.l. and S.r.l.s. and the drafting of their articles of association will be done only online, without applicants having to appear in person before a competent authority. For other types of companies, Member States have the option not to provide for such online replacement procedures. The legislator therefore aims to facilitate the establishment of enterprises, reducing costs, timing and administrative burdens for SMEs.

 

Finally, Directive 2019/2121, which provides for new rules on cross-border transformation and division, is essential. The objective is precisely to provide companies operating in the internal market with new opportunities for economic growth, effective competition and productivity. It is intended to facilitate the removal of restrictions, by providing adequate protection for stakeholders, such as workers, and finally, greater mobility is envisaged, by removing unjustified barriers to freedom of establishment in the single market.

 
 

Digitalisation in Italy

 
 

The Directive will have to be implemented by the individual Member States by 31 July 2027 and Italy will have half the time to implement it, and the Commission will also carry out an assessment of its actual impact on 31 July 2032 and will then include the main findings in a report to be submitted to the European Parliament, the Council and the European Economic and Social Committee. The report will aim to understand whether the principles can be extended to cooperative companies.[1]

 

Digital transformation has become a priority in the Digital Decade goals, which will have to be achieved by 2030.

 

Eurostat's publications show that the European Union is in a time of rapid change.[2]In 2025, 40% of EU citizens did not have basic or higher digital skills. The data speak for themselves: there is a structural gap between the different countries, Italy is in the low end of users who have technological skills according to historical series.

 

According to theDigital Intensity IndexThe index on business digitisation, 72% of EU companies have reached the basic level of digitisation, but the gap between North and South Europe remains very clear. In addition, in 2025, only 20% of European companies used artificial intelligence technologies, which is much higher in the Nordic countries than in Eastern Europe.

 

One important fact is, however, cloud computing, that is, the services that allow companies to access the computing resources hosted by third parties on the Internet, instead of building or expanding their own IT platform. Companies use this tool, because it has a significant advantage: avoiding building their own infrastructure, they do not have to resort to the development of hardware and software. Italy, instead, is in a medium-low range with regard to data on digital development, but it is in second place for the adoption of the cloud, with 76% of Italian companies that purchase such service. Excellent in this sector, but it remains behind on the digital skills, on the development and use of artificial intelligence and on online services. Most companies that use this tool rely on the cloud to host their email systems, storage files and office software.

 

The European Union has therefore set itself two main objectives for achieving digital transformation by 2030. The first is to ensure that more than 90% of SMEs reach at least a basic level of digital intensity, the second, instead, to increase by 3 percentage points, reaching 75%, the number of EU companies using cloud computing, artificial intelligence and performing big data analysis.

 
 

A Promise to Keep

 

The EU Directive 2025/25 therefore addresses a very topical issue, pushing States to adopt increasingly digital solutions. National legislation still needs to take concrete measures to achieve the objectives set by the Directive. In a time of constant technological transformation, company law will also have to adapt to new digital needs, and will have to look towards a new future.

 
 
 

[1]Article 3 of Directive 2025/25.

 

[2]According to the report \"Digitalisation in Europe \" , an edition of 2025 .

 

[1]As described in Note and Studies No 4/2026 of Assonime