Digital administration was designed to make cross-border business faster, more transparent and easier to verify. Yet some national procedures still create friction when a company incorporated in one EU member state acts before an authority in another. The difficulty often concerns the person authorised to represent the company. A company may appoint a Procurist: a commercial signatory whose authority derives from company law, a corporate act and an entry in a public register. When that representative applies for a tax number, digital certificate or access to an administrative platform abroad, the authority may nevertheless request a fresh special power of attorney from the managing director.

Such a requirement affects the basis on which the company has organised its external representation. Prokura provides durable, publicly verifiable commercial authority across recurring transactions and administrative procedures. Requiring a new mandate for each process deprives the register entry of much of its practical value.

For the superyacht industry, the issue is immediate. Ownership, charter, management, VAT, customs, flag, registry, financing and refit work regularly span several jurisdictions. A yacht may be owned by a Croatian company, registered for tax in Spain, financed in Germany and repaired in Italy. Registered authority is part of the transaction’s operational infrastructure.

The legal character of Prokura
German commercial law provides a clear model: Prokura authorises judicial and extrajudicial transactions and legal acts connected with the operation of the commercial business. The appointment is entered in the commercial register. Comparable forms of registered commercial representation exist in other continental systems, including Croatia. The institution serves a practical corporate purpose. A managing director remains responsible for management, while the Procurist receives extensive external authority to conduct business on the company’s behalf. The company can operate continuously without routing every contract, filing or administrative request back to the managing director.

Certain extraordinary transactions may require additional authority, particularly dealings involving real estate or measures reserved to corporate organs. Ordinary commercial acts, tax registrations and administrative filings generally fall within the representative function, subject to the governing law and the register entry. A host authority should therefore ask three questions. Does the company’s home law recognise the authority? Is the appointment current and externally effective? Do the documents prove the identity and scope of the representative? Those questions allow rigorous verification while respecting the company’s legal structure.

Spanish digital procedures and foreign representatives
The Spanish FNMT system [a secure digital identity and certification service] distinguishes between categories of representation. Its materials refer to registered office-holders and voluntary representatives. Voluntary authority may require a notarial power containing a special clause for obtaining the certificate. The documentation also emphasises recent register evidence, identity and the validity of the appointment.

Difficulty arises when a foreign registered Procurist enters a system built around Spanish corporate titles. A person may have extensive authority under the law of the company’s incorporation while lacking an exact equivalent in the host state’s terminology. Classification by title alone can place the representative in the voluntary-representation category even where the authority is corporate and publicly registered. The relevant inquiry concerns substance. The host authority can examine the foreign register extract, appointment documents, governing company law and any limitations on authority. It can require an apostille, sworn translation, recent certification, notarised signature and personal identification. These safeguards establish authenticity and current authority.

Once the evidence confirms a registered power to represent the company, a further mandate from the managing director may alter the company’s chosen allocation of representation. The resulting problem concerns recognition rather than authentication.

Digital authorities have legitimate reasons to protect their systems. Electronic certificates can open access to tax accounts, refunds and legally binding communications. Identity fraud or an inaccurate representation record may have serious consequences.

Freedom of establishment in practical context
Articles 49 and 54 TFEU protect the freedom of establishment of companies formed under the law of a member state. The Court of Justice has developed that protection through cases addressing whether a company validly created in one jurisdiction can operate effectively in another.

In Centros¹, the Court rejected national resistance to the registration of a branch of a company formed in another member state merely because the company had not carried on business in its state of incorporation. In Überseering², the Court held that refusal to recognise the legal capacity and capacity to be a party to legal proceedings of a company formed in another member state restricted freedom of establishment. Inspire Art³ continued that line against national add-on requirements imposed on companies using their EU establishment rights. 

These cases address different national barriers yet share an operational principle. Recognition must allow a company to function under its home-state corporate framework. Legal personality without practical capacity offers little commercial value. The same concern arises where the host state accepts the company while declining to give effect to lawfully appointed and registered representatives.

The case law requires a substantive assessment based on the governing law and evidence, rather than reclassification by reference only to domestic labels. It also leaves room for proportionate checks against fraud and misuse.

Proportionality and system security
Digital authorities have legitimate reasons to protect their systems. Electronic certificates can open access to tax accounts, refunds and legally binding communications. Identity fraud or an inaccurate representation record may have serious consequences.

The proportionality framework associated with the Court’s Gebhard⁴ judgement provides a useful method. A national measure capable of hindering a fundamental freedom must be applied without discrimination, pursue a legitimate public-interest objective, be suitable for achieving that objective and remain within what is necessary.

Strong documentary requirements serve those aims. A recent register extract confirms the appointment, an apostille supports authenticity, a sworn translation makes the content intelligible, identity checks link the applicant to the registered person and a notarised signature can provide further assurance. After those steps, a separate managing-director power of attorney may contribute little additional security. It conditions recognition of an existing registered authority on the creation of a new domestic-law instrument. Where equally reliable and less intrusive evidence is available, the additional requirement becomes difficult to reconcile with proportionality.

The distinction between the Procurist and an external adviser is especially important.
When the Procurist signs or applies personally, the authority comes from the company’s
appointment and register entry. When a lawyer, tax agent or administrative service provider acts,
that external party may require a separate mandate.

Digital company law and trusted data
European company law increasingly supports the cross-border use of reliable corporate information. Directive (EU) 2017/1132 consolidated rules on company disclosure and registers. Directive (EU) 2019/1151 expanded digital tools and online processes in company law. The Business Registers Interconnection System supports access to company information across the EU. The electronic-identification framework follows the same direction. Regulation (EU) 2024/1183 updated eIDAS and established the European Digital Identity Framework, strengthening trusted electronic identification and access to services across member states.

These measures do not determine the scope of a Procurist’s authority, which remains governed by company law. They reinforce an administrative model based on reliable evidence, interoperable registers and cross-border trust.

Why the issue matters in yachting
A representative certificate may be required to file VAT returns, submit intra-Community reports, access tax correspondence, apply for refunds, complete fiscalisation, manage customs formalities or regularise an ownership structure. Delay can interrupt a charter programme, postpone delivery, hold up registration or expose the owner to filing risks. The distinction between the Procurist and an external adviser is especially important. When the Procurist signs or applies personally, the authority comes from the company’s appointment and register entry. When a lawyer, tax agent or administrative service provider acts, that external party may require a separate mandate. The mandate authorises the service provider; the register establishes the Procurist’s own authority. Confusing those roles generates paperwork and legal uncertainty, and encourages businesses to design internal governance around each local digital office.

A workable European approach
Authorities should remain free to demand clear, current and authenticated evidence. Foreign company documents may require translation, apostille, identity verification and confirmation that the appointment remains in force. The scope of Prokura must be assessed under the law of the state of incorporation. Once that assessment establishes authority for the relevant act, the registered representative should be able to proceed. This approach protects digital systems, respects national procedural autonomy and gives practical effect to freedom of establishment.

For a superyacht business operating across several jurisdictions, recognition of the company and recognition of its registered commercial representatives are parts of the same legal reality. The Procurist is the company’s authorised hand in European commerce.

1. Centros arose from a Danish couple’s decision to incorporate a company in the United Kingdom and conduct its business through a branch in Denmark. The company had carried on no business in the United Kingdom. Danish authorities refused to register the branch because they considered the structure an attempt to avoid Danish minimum-capital requirements. The Court held that Denmark could use proportionate measures against fraud, while the lawful choice to incorporate in another member state remained protected. Refusal to register the branch restricted freedom of establishment.

2. Überseering concerned a company incorporated in the Netherlands that pursued contractual claims before the German courts. German rules treated the company’s actual centre of administration as having moved to Germany and denied legal capacity and the capacity to bring proceedings unless it reincorporated under German law. The Court held that the host state had to recognise the legal capacity conferred by the state of incorporation. Without that recognition, the company could not exercise its establishment rights in practice.

3. Inspire Art concerned a United Kingdom company operating through a branch in the Netherlands. Dutch legislation classified certain companies as “formally foreign” and imposed additional disclosure, minimum-capital and director-liability requirements. The Court held that the additional burdens restricted freedom of establishment and could not be justified in the circumstances merely by the company’s decision to use the law of another member state.

4. Gebhard concerned a German-qualified lawyer who had established a professional practice in Milan and was subjected to disciplinary proceedings under Italian rules governing the legal profession. The Court used the case to distinguish temporary cross-border services from establishment through a stable and continuous professional presence. It also formulated the now-familiar proportionality test: national measures that hinder or make the exercise of EU fundamental freedoms less attractive must be applied without discrimination, justified by an overriding public-interest requirement, suitable for achieving their objective and limited to what is necessary. Applied here, that test permits rigorous verification of a Procurist’s identity and authority, while requiring any additional documentary demands to provide a proportionate and necessary safeguard.

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