Digitalization and Corporate Governance: challenges and opportunities under EU Directive 2025/25

The digital revolution in corporate law introduced by EU Directive 2025/25 and its implications for governance and cross-border transactions.

Why it matters

Effective January 30, 2025, EU Directive 2025/25 introduces groundbreaking tools to simplify and digitalize corporate life:

• EU Company Certificate: multilingual electronic document valid across the EU.
• EU Digital Power of Attorney: for cross-border operations, authenticated via eIDAS 2.
• Enhanced BRIS system: interconnecting business registers with beneficial ownership and insolvency data.
• Stricter pre-incorporation checks and expanded disclosure obligations.

Goal: transparency, interoperability, and reduced formalities. Member States must implement by July 2027, but companies should start preparing now.

How to prepare for the digital transformation of corporate law

To proactively address the changes introduced by EU Directive 2025/25, companies should immediately start a structured adaptation process. The first step is conducting an internal audit to map current corporate processes and identify critical areas for digitalization. Next, focus on upgrading technological tools, implementing systems compatible with BRIS and EU certificates, and ensuring that digital signature platforms comply with EU standards.

Equally important is the revision of internal policies, establishing clear protocols for the use of digital powers of attorney and the management of corporate certificates, while updating compliance procedures to safeguard data security. At the same time, invest in training for management and legal teams, through workshops on eIDAS 2 and registry interoperability, and prepare operational guidelines for cross-border transactions in digital format.

Finally, strategic planning should embed digitalization into ESG governance frameworks and assess its impact on deal timelines and costs, turning this regulatory challenge into an opportunity for greater efficiency and transparency.

Beyond Compliance: turning digitalization into a competitive advantage

Digitalization is not just a technical upgrade; it is a shift that redefines how companies operate, communicate, and manage accountability. The new EU rules go beyond simplifying procedures—they introduce a framework where transparency, interoperability, and digital security become competitive levers.

Those who leverage these tools not merely to comply but to rethink governance and accelerate deal-making will gain a strategic edge. The real question is not whether to adopt digitalization, but how to turn it into an asset rather than a liability.

2027 may seem distant, yet the decisions made today will shape your ability to handle mergers, acquisitions, and cross-border relationships in an increasingly digital environment.