1.1 EU-REGISTRY

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<aside> Corporate Principles - Pillar 1.1 EU-REGISTRY

EU-REGISTRY:

Will be a fully online, API-first, English-first, digital registry with designated EU public authority.
Will be composed of a college of registration officers from each Member State, that will allow the EU-Inc to perform entity related filings digitally.

Key characteristics

Open API as a Principle: allowing for third-party solutions to communicate with the EU-Registry, and allowing users to opt for another “front-end” for managing their entity.
Based on the “once only principle”: Incorporating an EU-Inc should allow the entity and its actors to identify themselves before any authority without having to perform further registrations, or a bare minimum of these. The open API nature of the EU-Registry would also allow banks and financial institutions to be granted access for KYC purposes.
Fully Digital Incorporation: The entire process will be carried out digitally, enabling incorporators to register, verify their identities, and complete all necessary formalities online. The digital nature of the process will allow for it to be fast and cost effective i.e incorporation fee under 100 EUR, under 24h.
Identity Verification: Incorporators will be able to verify their identity directly through the EU-Registry, or alternatively, they can log in via an external service that has already authenticated their identity (e.g., eIDAS login, or in some EU Member States, banking logins that provide access to public services).
Simple and Guided Registration: The registration process will be intuitive, with clear steps to fill in necessary details via an online form. This will include the entity’s name, address, names of founders, shareholders, and board members. The system will be designed to guide users through the process seamlessly, following modern, mobile friendly UX principles.
Standardized Documents: Standardized documents such as articles of incorporation, share transfer agreements, resolutions would allow for fast execution and qualification by the EU-Registry.
Electronic Signature Requirement: If required, a Qualified Electronic Signature (QES) should be used to finalize the process. However, this will only be necessary if the EU-Registry adheres to open standards and recognises third-party private QES providers listed on the EU’s Trusted Provider List, rather than requiring signatures from state-owned Qualified Trust Service Providers.
EU-Registry and Competent Authority: The EU-Registry will serve as the competent authority, empowered to control legality and bestow public good faith on the documents that are filed.
Real-Time and Accessible Extracts: The EU-Inc Registry will provide real-time, up-to-date company extracts, which can be accessed by those who have been granted access via a unique code. This access code will provide the same functionality as a physical, certified registry extract, but with the added flexibility of being digital. An open API should allow for third party software used by the EU-Inc to access information in a safe and secure manner in alignment with EU data rules.
Access Control and Revocation: The EU-Registry will allow the entity to track and control who was granted access codes to the registry extracts. The entity should also have the ability to revoke access at any time or set an expiration period for automatic revocation.

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💡 EU Legislation supporting an EU-Inc Registry and best practices:

Directives (EU) 2017/1132 and (EU) 2019/1151 mark significant first steps towards harmonization of company law, as well as the digitalization of procedures. However, given their nature as Directives, a cohesive and predictable pattern was not achieved within the EU. Whereas Member States such as Portugal and Estonia can be applauded for their complete digitalization and simplification of online company formation procedures, allowing for example electronic identity verification and signatures, other Member States opted for maintaining the requirement of intervention by a certifying party i.e notary, albeit through videoconference.

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Next: 1.2 EU-DASHBOARD

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