The Concept of a Virtual Registered Office in EU Law: Challenges and Opportunities (original) (raw)
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European Business Organization Law Review, 2023
For many years, paper was the main format for the registration of companies. The Digitalisation Directive, adopted in 2019, obliged European Union (EU) Member States to provide founders with the option to form private companies digitally. Although for Lithuania, where online formation of legal entities had already existed even before 2019, these regulatory developments did not bring about radical change, they forced the national legislator to introduce the required amendments. This article aims at studying the provisions of the Digitalisation Directive and the results of its implementation in Lithuania to suggest possible improvements in the online registration of companies. The laws of both EU jurisdictions (Estonia, Latvia, and Poland) and one non-EU jurisdiction (Ukraine) with experience of online registration of companies are investigated in comparison with Lithuanian law. In addition, the results of a survey Among Lithuanian law firms are presented and contribute to the analysis and interpretation of the legislation at hand. The article's conclusions about the state of implementation of the Digitalisation Directive and the recommended steps beyond the Directive's transposition provide for further enhancement of statutes and practices in this area.
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In this paper, I consider the digital tools present in the European Company law currently in force, and those that have been proposed in several occasions and by different bodies during the last fifteen years. I will focus in particular on the European Commission's Proposal issued on April 25 th , 2018, showing that it does not provide a comprehensive and innovative framework on digitalization in Company Law. On the contrary, its main purpose is to suggest the introduction of a harmonized system of online registration for companies throughout Europe, directly descending from the last available version of the repealed Proposal for the amendment of Single-Member companies directive. Such a procedure, nonetheless, is dealing just partially with Company Law, as it involves a public procedure, usually part of administrative law, and, even more meaningfully, it needs to develop a role for notaries where the intervention of such subjects is required by domestic law.
DETUROPE - The Central European Journal of Tourism and Regional Development, 2019
There has been a long way from the paper-based registration systems to the electronic registration platforms in the business registration models of both for-profit and non-profit organisations in the market. The company register is not only a dominant form of registration for the legal entities (organisations), it is also a crucial business factor in the economy for the commercial participants. Major challenges in the development of modern registers may be categorised as follows: enforcement of market transparency, wide application of various possibilities imminent in the electronic schemes, guarantee of an as broad access to the market as possible (enhancement of the simplest possible way to enter the market) and the follow up of the new regional trends in the integration challenges of the EU (endeavour for harmonisation and integration or linking of the company registers). Notwithstanding these efforts, there is quite a difference among the models of the commercial registers in the EU Member States. The following article demonstrates the still existing diversification in the EU Member States by showing certain selected legal models of company registers. In analysing these divergent models, the authors wish to study and posit the Hungarian model as well within the context of the EU.
Conceptualization of Emerging Legal Framework of E-Regulation in the European Union
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The article is focusing on emerging legal e-environment that comprises of legal acts regulating a field that can be administered by electronic means (eTechnology). The reasons behind various and sometimes overlapping and complex EU initiatives and agendas are analysed with the attempt to have an academic insight into the e-regulation and to establish a firm and more systematic approach for future studies in the field. The author maps the current situation, refers to the challenges related to e-regulation and discusses the need for characterising the e-legislation as a set of new type of rules. The stakeholders and e-identity, e-citizenship e.g. digital citizenship are discussed from the angle of e-regulation as a new qualitative level of EU law. It seems that today, some of the areas of e-regulation are well developed, and some of the areas still remain wishful thinking or are developing slowly in terms to be regulated electronically. The digitalization and e-regulation in terms of harmonization depend on the capacity of EU Member States in terms of electronic divide. Another challenge is the distinguishable nature of e-regulation normative status that should be taken in account when designing the new constitutional law and future for EU. As a conclusion and taking account of the interoperable nature of e-regulation, the author presents a list of policy stages that should be used when drafting and assessing EU level e-regulation.
Online Formation of Companies in Selected Jurisdictions of the European Union: Issues and Challenges
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The Digitalisation Directive of 20 June 2019 has foreseen the obligation of Member States of the European Union to ensure that the registration of companies is carried out fully online. This publication examines, which obligations have been undertaken by the Member States in the field of online company formation, and whether these obligations have already been fulfilled in selected jurisdictions: Germany, Poland, Lithuania, and the Netherlands. The research focuses on Lithuanian experience, while other jurisdictions are selected due to their successes in creating market conditions and implementing EU law. For these purposes, comparative, systemic and historic methods have been used. The paper also elaborates on the existing recommendations and studies in the field. The research has shown that there have been considerable divergencies in legal regulation of online registration of companies in different EU Member States, and there is still room for unification.
The Digitalisation of European Union Procedures: A New Impetus Following a Time of Prolonged Crisis
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Onţanu 94 instruments have been linked mainly to paper-based procedures and, sometimes, the physical presence of the parties in a particular country before a court or mediating body. Reliance on technology to support the application of these instruments has been limited and uptake has been slow, 9 despite electronic means enabling speedier and more efficient provision of access to justice services, communication between relevant national authorities, and carrying out of certain procedural steps (e.g., paying court fees, lodging a claim with a court). The process of digitalising cross-border procedures in the EU began prior to the COVID-19 pandemic and has been going on for some time but faces challenges at the legislative level (e.g., the diversity of national procedural rules, the interaction between national and EU procedural rules), regarding technology solutions (e.g., different e-justice domestic architectures [where available], different levels of information technology [IT] development, the lack of interoperability of existing technology infrastructure used by national justice systems) and relating to organisational arrangements (e.g., EU and national competencies, different authorities structures, governance). Compared to a purely domestic framework, these are additional elements of complexity and fragmentation that the digitalisation of EU procedures has to contend with. The limited use of technology solutions in handling proceedings across EU Member States and the slow development or even reversal of digitalisation of national proceedings 10 made access to justice particularly vulnerable to crisis situations. The prolonged COVID-19 pandemic underlined the vulnerabilities of systems that do not benefit from full e-justice solutions for carrying out proceedings when physical access to court premises is prohibited or significantly restricted. Such limitations of access to justice increase in a cross-border setting when travelling to courts is severely restricted or even made impossible by the closing of national borders, strict national lockdown measures, and partial or total suspension of courts' and judicial authorities' work at public premises. 11 The limitation of access to justice experienced during the pandemic made the modernisation of justice processes, their digitalisation and dematerialisation for reorganising the services, and securing the delivery of justice in any type of environment-physical or digital-even more important. 12 The crisis showed that traditional court procedures and practices need to change and evolve beyond the physical presence of stakeholders within certain premises or reliance on paper document deliveries. Quick pragmatic fixes needed to be put in place by national justice systems during the pandemic. 13 This led to an unprecedented openness of public authorities towards information and communication technology (ICT) tools. 14 Together with technology solutions, ad hoc legislative steps were taken to legalise their integration. 15 Courts and justice authorities began experimenting with various options of remote justice (e.g., only written submissions and exchanges between the parties and the court, 16 online video hearings 17 and e-filing). Previously, some of these solutions had been resisted or looked at with distrust. 18 Within the EU, the slow but necessary process of including ICT in cross-border procedures was invigorated. New specific rules were adopted and legislative proposals supporting technology use were (and are being) discussed. By the end of 2020, the first series of new rules establishing and extending the use of ICT was included in the Service and Taking of Evidence Recast Regulations. This was followed by the enactment of a Regulation that institutionalises the management of the EU decentralised IT system to be used in cross-border procedures-the e-CODEX Regulation 19-and proposals for a Regulation on the Digitalisation of Cross-Border Judicial Cooperation and review of the Electronic Identification and Services (eIDAS) 9 Krans, "Civil Courts Coping with COVID-19"; Gascón Inchausti, "Classic Cross-Border Case," 51, 55; Onţanu, Cross-Border Debt Recovery in the EU. 10 In the Netherlands, for example, see van Gelder, The Deadlock in the Digitalisation. 11 The first wave of the pandemic brought many national proceedings, including the cross-border ones, to a halt for a number of months. See for example, CJEU,
This Article will examine virtual law practice as a necessary and inevitable solution to the globalization of law firms and the lack of access to justice in our country, and it will consider how bona fide office requirements in some states may work against this practice management method. Recent changes to the legal profession due to the globalization of law firms, trends in outsourcing of legal services, and the public demand for online legal services all indicate the need for a wider variety of law practice management structures with continued accountability and connection between the legal practitioner and the state bar.
Legal Aspects of Digitalisation in Eu Company Law
Teorija in praksa
The article presents legal solutions of the European Union (EU) and Member States (MS) with respect to the digitalisation of company law. We analyse and evaluate the EU’s efforts to overcome the backlog of legislation concerning technological development, with legal solutions in the field of the electronic formation and registration of companies and in shareholders’ communication with company board members. The analysis shows that company law in the EU is lagging behind technological development. Despite ongoing dynamic efforts to modernise it on the EU level, the MS reveal differences in their speed of implementing the EU’s directives. The case of Slovenia shows that while digital tools are in wide use for ensuring transparent data disclosure and publication, along with the realisation of basic corporate governance functions, big differences remain between the minority of companies traded on the regulated market and the majority of companies for which such regulation is deficient. ...
The present working paper seeks to analyze the content of the proposal for Directive launched by the European Commission in March 21 st 2018 on the new threshold on significant digital presence that is expected to complement the current permanent establishment concept. This paper aims to accomplish the following three objectives. Firstly, identify the alleged policy objectives underlying the proposal and further analyze whether it effectively serves to accomplish such objectives. Secondly, analyze the suggested rule so as to anticipate the risks that may arise if implemented in its current form (from the perspective of its interpretation, administration and auditing, inter alia). Thirdly, put forward a number of suggestions that may help mitigate the aforementioned risks or else improve the proposal in some other ways. A reviewed and updated version of this paper will be published in Almudí Cid, J.M; Ferreras Gutiérrez, J.; Hernández González-Barreda, P. (forthcoming 2018): Combating Tax Avoidance in the EU: Harmonisation and Cooperation in Direct Taxation (Alphen aan den Rijn: Kluwer Law International)