Virtual Registered Office in EU Law and the Impact of the Use of Digital Tools in Company Operations: Challenges and Opportunities in Connection to the Revision of Directive 2019/1151/EU on Digital Tools and Processes
Digital transformations, together with other factors, impacted the current evolution of law, including company law. Virtual meetings of corporate bodies are becoming mainstream nowadays. Digital technologies allow investors to remotely form companies and other legal persons, while information about corporate events is filed online.
Company law contains the legislation that regulates all the procedures linked to the creation, registration, operation, governance and dissolution of companies. In the context of the EU, distinct provisions of EU company law were elaborated to support the development of a European single market constructed on a set of common rules applicable to European companies.
Directive 2019/1151/EU on the use of digital tools and processes in company law was the first step towards digitalisation in the area of company law. The directive amended EU company law provisions to enable online formation, registration of branches and filing of documents for limited liability companies. Its purpose was to facilitate such processes and make them cost-effective for businesses, including for cross-border activities.
The novel concept of “virtual registered office” (VRO) does not imply a physical address obtained through an intermediary using well-known communication tools. Likewise, from the perspective of the European Commission, a VRO refers to a virtual account which may even serve as an alternative to a physical address in terms of its use as a registered office.
The digitalisation of company law is one feature of EU digital policy development, whose implementation relies on other technological and legal advances.
The revision of Directive 2019/1151/EU was announced in the 2023 Commission work programme to further expand and upgrade its scope and adapt it to recent technical, economic and social changes.
For further information, please read the following:
Revision of Directive 2019/1151/EU on digital tools and processes in company law (europa.eu) and