Directive (EU) 2025/25: the instrument, taken apart

Directive (EU) 2025/25 of 19 December 2024 amends two existing company-law directives — Directive 2009/102/EC and Directive (EU) 2017/1132 — to create, among other things, the EU Company Certificate and the digital EU power of attorney. It was published in the Official Journal on 10 January 2025 and entered into force on 30 January 2025, the twentieth day after publication [Directive (EU) 2025/25, Art. 5].

Who this page is for

Anyone who needs to cite the instrument correctly: lawyers scoping transposition work, register and notary staff, engineers reading the law before building against it, and journalists who would rather quote an article number than a press release.

The shape of the instrument

The Directive itself has six articles. Almost everything of substance happens inside Article 2, which amends Directive (EU) 2017/1132 point by point.

The inserted Articles 16b–16g

Article 2 inserts a block of new articles into Directive (EU) 2017/1132. These are the ones this handbook exists for.

Article 16b — EU Company Certificate. Registers must issue EU Company Certificates for companies listed in Annexes II and IIB. The certificate "shall be accepted in all Member States as sufficient evidence, at the time of its issuance, of the incorporation of the company" and of the information it lists [Directive (EU) 2025/25, Art. 16b(1)]. It is available electronically or on paper; the electronic version must also be obtainable through the system of interconnection of registers [Directive (EU) 2025/25, Art. 16b(4)]. Each company can obtain it free of charge at least once per calendar year [Directive (EU) 2025/25, Art. 16b(5)]. The electronic certificate is authenticated by eIDAS trust services and "shall also be compatible with the European Digital Identity Wallet" [Directive (EU) 2025/25, Art. 16b(6)]; the paper version must carry a date, a seal or stamp or equivalent, and a unique protocol or identification number allowing electronic verification of origin and authenticity [Directive (EU) 2025/25, Art. 16b(7)]. The Commission publishes the multilingual template on the e-Justice Portal [Directive (EU) 2025/25, Art. 16b(8)].

Article 16c — Digital EU power of attorney. The subject of its own page. In brief: a Commission template that companies can use to authorise a person to represent them in cross-border procedures within the Directive's scope; drawn up, amended and revoked under national requirements, which must at least include verification of the grantor's identity, legal capacity and authority to represent by courts, notaries or other competent authorities; authenticated by eIDAS trust services and compatible for use with the European Digital Identity Wallet; accepted as evidence of the authorised person's entitlement to represent the company; optionally filed with a register if a Member State so requires [Directive (EU) 2025/25, Art. 16c(1)–(4)].

Article 16d — Exemption from legalisation and any similar formality. Certified copies and extracts from registers, presented in another Member State, are exempt from legalisation and similar formalities (the apostille, in practice). The exemption expressly covers the EU Company Certificate, the digital EU power of attorney, and pre-conversion, pre-merger and pre-division certificates [Directive (EU) 2025/25, Art. 16d(2)], as well as notarial acts and administrative documents used in procedures within the Directive's scope [Directive (EU) 2025/25, Art. 16d(3)].

Article 16e — Safeguards in cases of reasonable doubt as to origin or authenticity. An authority with reasonable doubt about a document's origin or authenticity can query contact points linked to the issuing register (or its own Member State's register, which verifies through the system of interconnection of registers). Contact points must reply within 5 working days. The authority may refuse the document only if the issuing register does not confirm it, and must notify the presenter within 10 working days of the reply [Directive (EU) 2025/25, Art. 16e(1)–(4)].

Article 16f — Safeguards in cases of reasonable doubt as to abuse or fraud. Exceptionally and case by case, where justified by public interest, authorities may refuse to accept register documents from another Member State on reasonable grounds of suspected abuse or fraud — after consulting the register that provided them [Directive (EU) 2025/25, Art. 16f(1)–(2)]. The recitals stress this must not become systematic rejection or a back door for distrusting other Member States' preventive controls [Directive (EU) 2025/25, recital 26].

Article 16g — Exemption of translation. Member States "shall endeavour" not to require translations where the needed information is in the EU Company Certificate or accessible through the system of interconnection of registers, and certified translations may only be required where justified by the document's purpose and strictly necessary [Directive (EU) 2025/25, Art. 16g(1)–(2)].

The implementing acts

The Commission must adopt implementing acts by 31 July 2026 [Directive (EU) 2025/25, Art. 24(2) of Dir. (EU) 2017/1132 as inserted], including:

• the technical specifications, taxonomy and multilingual template for the EU Company Certificate, including European Digital Identity Wallet compatibility — point (d);
• the same for the digital EU power of attorney — point (e);
• data and specifications for register-to-register retrieval, explanatory labels, filing standards, interconnection of BRIS with the beneficial-ownership and insolvency interconnections, and the Article 16e verification — points (a)–(c), (f), (g).

Until the point (e) act exists, there is no template, and nothing that calls itself a digital EU power of attorney can actually be one.

Transposition and application dates

The carve-out in Article 4(3) exists because the group-of-companies provisions need registers to extract structured, machine-readable data, which the legislator judged needed more time [Directive (EU) 2025/25, recital 20].

What this page deliberately does not cover

Directive (EU) 2025/25 also changes disclosure rules for partnerships (a new Annex IIB regime), filing deadlines and penalties, free-of-charge data through the interconnection system, and more. Those matter, but they are not this handbook's subject; we cover them only where they touch the certificate or the power of attorney.

Common confusions

"Directive 2025/25 is the eIDAS 2 directive." No. eIDAS 2 is Regulation (EU) 2024/1183, a different instrument with different dates [Regulation (EU) 2024/1183 (eIDAS 2)]. Directive 2025/25 is company law that plugs into it.

"It applies from entry into force." Entry into force (30 January 2025) started the clocks; the obligations bite when Member States apply their transposing measures, from 31 July 2028.

"Member State X has already transposed." We have not yet verified any Member State's transposition in its official gazette, so this site treats all 27 as Unknown until we have.