Análisis del estado actual de la constitución digital de sociedades mercantiles

Résumé

The European legislator intends to provide in all Member States the possibility for the founder to set up an online company without providing documents and guaranteeing the accuracy of the transactions, but without having to appear in person before any public authority. To this end, it will establish measures to control the identification of applicants (videoconferencing plus electronic identity of the partners), their legal capacity (interview to check that they understand what they are consenting to) and the authenticity of their legal representation of the company. With this European regulatory framework, the state legislator has to look at what has been done in other legal systems in our environment to transpose the Directive, with a twofold objective: on the one hand, to guarantee the maintenance of the current system, as it provides a high level of legal security, not leaving the incorporation of companies exclusively telematic without notarial intervention. On the other hand, to choose the right technological instruments to enable online incorporation and guarantee security, through the intervention of the notary to fulfil all the functions attributed to this figure by law in the incorporation phase of any company.