What changed between the plenary report and the adopted text

Removed:Recital 3: (3) Insolvency proceedings ensure the orderly winding up or restructuring of companies or entrepreneurs in financial and economic distress. These proceedings are key in financial investments, as they determine the final recovery value of such investments. Diverging rules among Member States have contributed to increasing legal uncertainty and unpredictability about the value of companies and the outcome of insolvency proceedings, so raising barriers especially for cross-border investments in the internal market. Large divergences in recovery value and time required to complete insolvency proceedings across the Union have negative repercussions on cost predictability for creditors and investors in cross-border situations in the internal market

Added:(As an agreement was reached between Parliament and Council, Parliament's position corresponds to the final legislative act, Directive (EU) 2026/799.)

Removed:Recital 4: (4) The integration of the internal market in the area of insolvency laws pursued by this Directive is a key tool for a more efficient functioning of the capital markets in the European Union, including greater access to corporate debt financing. Therefore, it is necessary to set out minimum requirements in targeted areas of national insolvency proceedings, which have a significant impact on the efficiency and length of such proceedings, especially on cross-border insolvency proceedings.

Removed:Recital 4 a (new): (4a) The harmonisation of insolvency proceedings is associated with lower costs of credit, increased access to credit and improved creditor recovery and it could also serve as an effective protection for workers. At the same time, one of the goals when completing the Capital Market Union is to stimulate more equity financing.

Removed:Recital 5 a (new): (5a) The minimum standards provided for in this Directive aim to approximate the insolvency laws of the Member States, taking into account, in particular, the following objectives: to maximise legal certainty as to the value of companies; to improve the efficiency of insolvency proceedings in terms of both costs and duration; to improve the predictability and fair distribution of value among creditors; and to preserve the operations and viability of companies.

Removed:Recital 6: (6) The scope of the legal acts that could be challenged under the avoidance actions rules should be interpreted broadly, in order to cover any human behaviour with legal effects that is detrimental to the general body of creditors. The principle of equal treatment of creditors implies that legal acts should also include omissions, as it makes no significant difference if creditors suffer a detriment as a consequence of an action or of the passivity of the party concerned. For instance, it makes no difference whether a debtor actively waives a claim against his or her obligor or whether he or she remains passive and accepts the claim to become time-barred. Further examples of omissions that may be subject to avoidance actions include the omission to challenge a disadvantageous judgement or other decisions of courts or public authorities or the omission to register an intellectual property right. For the same reason, avoidance rules should not be restricted to legal acts performed by the debtor, but should also include legal acts performed by the debtor’ s counterparty or by a third party. On the other hand, only legal acts should be subject to avoidance rules which are detrimental to the general body of creditors.

Removed:Recital 8: (8) In the context of avoidance actions, a distinction should be made between legal acts where the claim of the counterparty was due and enforceable and has been satisfied in the owed manner (congruent coverages) and those where performance was not entirely in accordance with the creditor’s claim (incongruent coverage). Incongruent coverages include, in particular, premature payments, the satisfaction with unusual means of payments, the subsequent collateralisation of a so far unsecured claim which was not already agreed upon in the original debt agreement, granting an extraordinary termination right or other amendments not provided for in the underlying contract, the waiver of legal defences or objections or the acknowledgement of disputable debts. In the case of congruent coverages, the avoidance ground of preferences can only be invoked if the creditor of the void, voidable or unenforceable legal act that knew, at the time of the transaction, that the debtor was insolvent.

Removed:Recital 9: (9) Certain congruent coverages, namely legal acts that are performed directly against fair consideration to the benefit of the debtor’s asset, should be exempted from the scope of voidable and unenforceable legal acts. Those legal acts aim at supporting the ordinary daily activity of the debtor’s business. Legal acts falling under this exemption should have a contractual basis, and require the direct exchange of the mutual performances, but not necessarily a simultaneous exchange of performances, as, in some cases, unavoidable delays may result from practical circumstances. However, this exemption should not cover the granting of credit. Furthermore, performance and counter-performance in those legal acts should have an equivalence in value. At the same time, the counter-performance should benefit the debtor and not a third party. This exemption should cover, in particular, prompt payment of commodities, wages, or service fees, in particular for legal or economic advisors; cash or card payment of goods necessary for the debtor’s daily activity; delivery of goods, products, or services against payment by return; creation of a security right against disbursement of the loan; prompt payment of public fees against consideration (e.g. admittance to public grounds or institutions). In addition, it should also cover, where relevant, contribution payments to social security authorities and entering into netting arrangements.

Removed:Recital 10: (10) New financing or interim financing provided during a restructuring attempt, including in the course of a preventive insolvency procedure under Title II of Directive (EU) 2019/1023 of the European Parliament and of the Council33, should be protected in subsequent insolvency proceedings. Consequently, avoidance actions on the ground of preferences should not be permitted against payments to or collateralisation in favour of the providers of such new- or interim financing, if those payments or collateralisations are performed in accordance with the claims of the providers. Such payments or collateralisation should be considered, therefore, as legal acts performed directly against fair consideration to the benefit of the insolvency estate.

Removed:Recital 11: (11) The main consequence of a legal act being void, voidable or unenforceable in avoidance proceedings is the obligation for the party benefiting from the void, voidable or unenforceable legal act to compensate the insolvency estate for the detriment caused by such legal act. Compensation should include emoluments, where relevant, and interest, in accordance with the applicable civil law. The compensation implies the payment of a sum equivalent to the value of the performance received if it cannot be returned in natura to the insolvency estate. It should be possible to bring avoidance actions against individual successors of the debtor if they acquired the asset against no or manifestly inadequate consideration or if they acquired the asset while knowing the circumstances on which the avoidance actions are based.

Removed:Recital 12: (12) Parties who are closely related to the debtor, such as relatives in case the debtor is a natural person or actors fulfilling decisive roles in relation to a debtor that is a legal entity, usually enjoy an information advantage with regard to the financial situation of the debtor. In order to prevent abusive behaviours, additional safeguards should be established. Consequently, in the context of avoidance actions, legal presumptions about the knowledge of the circumstances on which the conditions for avoidance were based should be introduced when the other party involved in the void, voidable and unenforceable legal act is a party closely related to the debtor. These presumptions should be rebuttable and should aim at reversing the burden of proof to the benefit of the insolvency estate.

Removed:Recital 13: (13) Improving the means available for insolvency practitioners to identify and trace assets belonging to the insolvency estate, including those subject to avoidance actions, is essential for the maximisation of the value of that estate. When performing their duties, insolvency practitioners may, already now, access information held in public data registers, partly set up by Union law and interconnected at European level, such as the Business Registers Interconnection System (BRIS), the system of Insolvency Registers Interconnection (IRI) or the Beneficial Ownership Registers Interconnection System (BORIS). Accessing the information held in public databases, however, is often not satisfactory to identify and trace important assets that are or should be in the perimeter of the insolvency estate. In particular, insolvency practitioners face practical difficulties when they try to access asset registers situated in a Member State other than that in which they have been appointed.

Removed:Recital 15: (15) Prompt direct access to bank account registers is often indispensable for the maximisation of the value of the insolvency estate. Therefore, rules should be laid down granting direct access to information held in bank account registers for the designated courts or authorities of the Member States. Where a Member State provides access to bank account information through a central electronic data retrieval system, that Member State should ensure that the authority operating the retrieval system reports search results in an immediate and unfiltered way to the designated courts or administrative authorities.

Removed:Recital 16: (16) In order to respect the right to the protection of personal data and the right to privacy, direct and immediate access to bank account registers should be granted to courts or administrative authorities that are designated by the Member States for that purpose. Insolvency practitioners should therefore be allowed to access information held in the bank account registers indirectly by requesting the designated courts or administrative authorities in their Member State to access the bank account registers and perform the searches. Member States should be able to designate different courts or administrative authorities for the purpose of accessing bank account registers domestically or across borders through the bank account registers interconnection system (BARIS) referred to in Directive (EU) 2024/1640 of the European Parliament and of the Council1a. Member States should be also able to provide that courts or authorities other than the courts or administrative authorities designated under this Directive verify the conditions for accessing and searching bank account information. Access to bank account information should be granted only on a case-by-case basis, where relevant to specific insolvency proceedings for the purpose of identifying and tracing assets belonging to the insolvency estate, as well as assets subject to avoidance actions. However, Member States should be able to adopt or maintain national rules that allow insolvency practitioners to access and search thei…

Removed:Recital 17: (17) Directive (EU) 2024/1640 of the European Parliament and of the Council34 provides that centralised automated mechanisms, such as central registers or central electronic data retrieval systems, are interconnected via BARIS, which is to be developed and operated by the Commission. Considering the growing importance of insolvency cases with cross-border implications and the importance of relevant financial information for the purposes of maximising the value of the insolvency estate in insolvency proceedings, the designated courts or administrative authorities should be able to access and search the bank account registers of other Member States directly through BARIS. / 34 OJ L, 2024/1640, 19.6.2024, ELI: http://data.europa.eu/eli/dir/2024/1640/oj.

Removed:Recital 17 a (new): (17a) Access by the courts or administrative authorities designated under this Directive to bank account information across borders through BARIS is based on the mutual trust among Member States derived from their respect of fundamental rights and of the principles recognised by Article 6 of the Treaty on European Union (TEU) and by the Charter of Fundamental Rights of the European Union (the ‘Charter’), as well as the fundamental rights and principles provided for in international law and international agreements to which the Union or all the Member States are party, including the European Convention for the Protection of Human Rights and Fundamental Freedoms, and in Member States’ constitutions, in their respective fields of application. The power to access and search bank account information through BARIS pursuant to this Directive should be exercised in compliance with Union and national rules, as well as national procedural safeguards on the protection of personal data.

Removed:Recital 19: (19) Directive (EU) 2024/1640 ensures that persons with a legitimate interest are granted access to beneficial ownership information, in accordance with data protection rules. For the purpose of tracing assets in the context of ongoing insolvency proceedings, insolvency practitioners should be granted access in a timely manner to specific categories of beneficial ownership information, such as on the name, month and year of birth and the country of residence and nationality of the beneficial owner, as well as the nature and extent of beneficial interest held. At the same time, the scope of data directly accessible by the insolvency practitioners could be broader than the scope of data accessible by other parties having a legitimate interest. / (deleted)

Removed:Recital 20: (20) To ensure that assets can be efficiently traced in the context of cross-border insolvency proceedings, insolvency practitioners appointed in a Member State should be granted expeditious access to national registers and databases, even when these registers and databases are located in a Member State other than that in which the insolvency practitioner was appointed. Access should be provided without the involvement of any intermediary court or authority, allowing insolvency practitioners to communicate directly with the entities operating or maintaining the national registers or databases concerned. Member States should provide that insolvency practitioners can directly search datasets contained in such registers or databases. Therefore, the access conditions applying to foreign insolvency practitioners should not be more cumbersome than those applying to domestic insolvency practitioners. Therefore, the Member States should ensure that access to national registers and databases is not denied solely on the basis that the applicant is aninsolvency practitioner established in another Member State.

Removed:Recital 20 a (new): (20a) In order to establish an effective and consistent system for the enforcement of debts against the assets of debtors, it is essential to prevent debtors from concealing their assets, including through the acquisition of financial instruments, such as securities. The differences between national settlement systems, as well as the varying types and characteristics of financial instruments, can give rise to difficulties in accessing records and in identifying the ultimate beneficial owner of a financial instrument. Therefore, irrespective of the kind of existing register, database or other source of information a Member State uses, it is necessary for Member States to have in place the framework to facilitate the tracing and identification of the owners of financial instruments by making those national registers and databases accessible upon request under this Directive.

Removed:Recital 22: (22) It is generally assumed that more value can be recovered in liquidation by selling the business (or part thereof) as a going concern rather than by piecemeal liquidation. In order to promote going-concern sales in liquidation, national insolvency regimes should include a pre-pack proceeding, where the debtor in financial distress, with the help of a “monitor”, seeks possible interested acquirers and prepares the sale of the business as a going concern before the formal opening of insolvency proceedings, so that the assets can be quickly realised shortly after the opening of the formal insolvency proceedings. In order to guarantee that the sale process is prepared in a fair way, the monitor should be independent of the debtor, the debtor’s shareholders, the creditors and any other party having a legal or economic interest in the debtor or the debtor’s business. The pre-pack proceedings should consist of two phases, namely a preparation phase and a liquidation phase. Those phases should respect the principles applicable to judicial proceedings in each Member State.

Removed:Recital 22 a (new): (22a) The introduction of pre-pack proceedings should not lead to restrictions in the scope of action of insolvency practitioners in the context of regular insolvency proceedings. Such insolvency practitioners should continue to be authorised to seek a sale of the business.

Removed:Recital 24: (24) The pre-pack proceedings should ensure that the monitor submits for authorisation to the court or competent authority the best bid obtained during the preparation phase. It should be possible to require the monitor to assess and state whether the piecemeal liquidation would not recover manifestly more value for creditors than the market price obtained through the sale of the business (or part thereof) as a going concern. The going-concern value is, as a rule, higher than the piecemeal liquidation value because it is based on the assumption that the business continues its activity with the minimum of disruption, has the confidence of financial creditors, shareholders and clients and continues to generate revenues. Therefore, the monitor’s declaration should not require a valuation being made in every case. National law might require the monitor to take into account elements other than price, including the public interest or ensuring the viability of a business. However, an increased scrutiny should be required from the monitor or the insolvency practitioner in cases where the only existing offer is made by a party who is closely related to the debtor. In such situations, a valuation should be required and the monitor or the insolvency practitioner should reject the offer if it does not satisfy the best-interest-of-creditors test.

Removed:Recital 25: (25) In order to guarantee that the business is sold at the best market value during the pre-pack proceedings, Member States should ensure high standards of competitiveness, transparency and fairness of the sale process conducted in the preparation phase. The court should be able to decide to run a brief public auction after the opening of the liquidation phase of the proceedings if there are credible suspicions of abuse in the preparatory phase.

Removed:Recital 25 a (new): (25a) In order to give full effect to the objective of insolvency proceedings, namely the collective realisation of claims against the debtor, it is necessary that all creditors holding claims against the insolvent debtor participate in the proceedings. By so participating, it should be possible for such claims to be duly recorded, examined and satisfied in accordance with the applicable insolvency framework.

Removed:Recital 26: (26) In the preparation phase, the monitor (subsequently to be appointed as insolvency practitioner in the liquidation phase, unless the monitor resigns or is unable to perform the required functions) should be responsible for ensuring that the sale process is competitive, transparent, fair and meets market standards. Complying with market standards in this context should require that the process is compatible with the standard rules and practice on mergers and acquisitions in the Member State concerned, which includes an invitation to potentially interested parties to participate in the sale process, disclosing the same information to potential buyers, enabling the exercise of due diligence by interested acquirers, and obtaining the offers from the interested parties through a structured process.

Removed:Recital 27: (27) If the court or the administrative authority runs a public auction after the opening of the liquidation phase, the offer selected by the monitor during the preparation phase should be used as an initial bid (‘stalking horse bid’) during the auction. The debtor should be able to offer incentives to the ‘stalking horse bidder’ by agreeing, in particular, to expense reimbursements or break-up fees in the case a better offer is selected through the public auction. Member States should, nevertheless, ensure that such incentives given by the debtors to the ‘stalking horse bidders’ during the preparation phase are commensurate and do not deter other potentially interested bidders from participating in the public auction in the liquidation phase.

Removed:Recital 27 a (new): (27a) Monitors should take their actions in writing and should make them available, in digital format and in a timely manner, only to the parties involved in the preparation phase in order to secure the necessary confidentiality of all information obtained in connection with the preparation phase.

Removed:Recital 28: (28) The opening of insolvency proceedings should not result in the early termination of contracts under which the parties still have obligations to perform (executory contracts), which are necessary for the continuation of business operations. Such termination would unduly jeopardise the value of the business, or part thereof, to be sold in the pre-pack proceedings. It should, therefore, be ensured that those contracts are assigned to the acquirer of the business of the debtor or part thereof, even without the consent of the counterparty of the debtor to those contracts, unless the court considers that consent is necessary to protect the interests of the debtor’s counterparties. Nonetheless, there are situations where the assignment of the executory contracts cannot be allowed, such as when the acquirer is a competitor of the counterparty of the contract. Similarly, the court may come to the conclusion in an individual assessment of an executory contract that its termination would serve the interests of the business of the debtor better than its assignment, such as when the assignment of the contract would result in a disproportionate burden for the business. The court should not be allowed, however, to terminate executory contracts relating to licenses of intellectual and industrial property rights, as well as for credit or financial services contracts, as they are usually key components of the operations of the business being sold.

Removed:Recital 29: (29) The possibility to enforce pre-emption rights in the course of the sale process would distort competition in the pre-pack proceedings. That consideration cannot prevent a court from reserving a right of pre-emption for an undertaking participating in an essential strategic interest. Potential bidders might abstain from bidding because of rights that would discard their offers at the holder’s discretion, irrespective of the time and resources invested and the economic value of the offer. In order to ensure that the winning offer reflects the best available price on the market, pre-emption rights should not be conceded to bidders, nor should such rights be enforced in the course of the bidding process. Holders of pre-emption rights that were granted prior to the commencement of the pre-pack proceedings, instead of invoking their option, should be invited to participate in the bidding.

Removed:Recital 32: (32) Directors oversee the management of the affairs of a legal entity and have the best overview of its financial situation. Directors are therefore among the first to realise whether a legal entity is insolvent. A late filing for insolvency by directors may lead to lower recovery values for creditors Member States should therefore introduce an obligation on directors to submit a request for the opening of insolvency proceedings within a specified time-period. Member States should also define the notion of “director”.

Removed:Recital 32 a (new): (32a) Member States should set a deadline for the duty to submit a request for the opening of insolvency proceedings. That deadline should be no later than three months from the date on which the directors became aware that the company was insolvent. If the company regains its solvency before that deadline, Member States should be able to provide that a new period starts if the company becomes insolvent again thereafter.

Removed:Recital 33: (33) To ensure that directors do not act in their self-interest by delaying the submission of a request for the opening of insolvency proceedings, despite signs of insolvency, Member States should lay down provisions making directors civilly liable for a breach of the duty to submit such a request. In that case directors should compensate creditors for the damages resulting from the deterioration in the recovery value of the legal entity compared to the situation where the request would have been submitted on time. Member States should be able to adopt or maintain national rules on civil liability of directors related to the filing for insolvency that are stricter than those laid down by this Directive. In some cases, the signs of insolvency can be circumstantial and temporary and skilled directors should be given the opportunity to explore restructuring measures that could reasonably lead to the same outcome for creditors. Therefore, Member States should be permitted to provide for a derogation from the obligation to commence insolvency procedures while ensuring that the rights of the creditors are equally protected. Where there is no duty to request the opening of insolvency proceedings, Member States should be able to take other, equivalent measures, such as making directors personally liable.

Removed:Recital 33 a (new): (33a) In order to promote an efficient and inclusive insolvency framework that supports entrepreneurship and economic renewal, Member States should be able to maintain or introduce simplified winding-up proceedings for microenterprises, while upholding the high standards of transparency and fairness provided for in this Directive and under other relevant instruments. Given the limited resources typically available to such businesses, it is essential that the Member States ensure that those proceedings are accessible even in cases where the debtor has no assets or where the available assets are insufficient to cover the procedural costs or the cost for the involvement of an insolvency practitioner. Such an approach would help avoid situations where honest but insolvent entrepreneurs are trapped in inactivity due to inaccessible formal procedures, thereby enabling a fresh start and contributing to a fairer and more resilient internal market.

Removed:Recital 34: deleted

Removed:Recital 35: deleted

Removed:Recital 36: deleted

Removed:Recital 37: deleted

Removed:Recital 38: deleted

Removed:Recital 39: deleted

Removed:Recital 40: deleted

Removed:Recital 41: deleted

Removed:Recital 42: deleted

Removed:Recital 43: deleted

Removed:Recital 44: deleted

Removed:Recital 45: deleted / (deleted)

Removed:Recital 46: deleted

Removed:Recital 47: (47) In order to protect creditors, this Directive strengthens the provisions concerning creditors’ committees, ensuring fair representation of all categories of creditors, including cross-border creditors, and increased transparency in the decision-making process. It is important to ensure a fair balance between the interests of the debtor and creditors in insolvency proceedings. Creditors’ committees allow for better involvement of creditors in insolvency proceedings, in particular when creditors would otherwise be inhibited from doing so individually, due to limited resources, economic significance of their claims or the lack of geographic proximity. Creditors’ committees can especially help cross-border creditors better exercise their rights and ensure their fair treatment. Member States should allow the establishment of a creditors’ committee once proceedings are opened. A creditors’ committee should be established only provided that creditors agree. Member States may also allow to establish it before proceedings are opened and after the filing for insolvency. In this case, however, Member States should provide that creditors agree to its continuation and composition at the general meeting.

Removed:Recital 49: (49) Member States should clarify the requirements, duties and procedures for the appointment of members of the creditors’ committee, as well as the functions attributed to the creditors’ committee. Member States should be given the option to decide whether the appointment should be done by the general meeting of creditors or by the court. To avoid undue delays in the set-up of the creditors’ committee, the members should be appointed expeditiously. Member States should cater for a fair representation of creditors in the committee and ensure that the participation in the creditors’ committee is not precluded to creditors whose claim is not yet admitted or to creditors that are resident in another Member State. Member States should ensure that creditors are fairly represented within the committee. Member States should make sure that workers can be represented in the creditors’ committee when they are creditors.

Removed:Recital 50: (50) Fair representation of creditors in the creditors’ committee is particularly important for workers who are creditors and for whom a delay in the payment of wages could pose an existential threat, as well as for unsecured creditors that are micro, small or medium-sized enterprises, which in the case of insolvency of a debtor which is a large enterprise, if not paid promptly, are also exposed to insolvency (domino effect). Proper representation in the creditors’ committee of such creditors could ensure that in the course of the distribution of the recovered proceeds they receive their parts more expeditiously.

Removed:Recital 51: (51) An important task of the creditors’ committee should be to verify that insolvency proceedings are conducted in a fair and unbiased way that protects creditors’ interests. The committee’s role in the monitoring of the fairness and integrity of the proceedings can only be performed effectively if the creditors’ committee and its members act independently from the insolvency practitioner and are accountable only to the creditors who established it. The members of the creditors’ committee should act in good faith when carrying out the functions of the committee. They should have the power to share relevant and necessary information to represented creditors and to receive information from them. Creditors, members of the creditors’ committee and any professionals employed by the creditors’ committee should maintain the confidentiality of all information obtained in connection with the committee’s activities.

Removed:Recital 52: (52) Member States should clarify the number of the members in the creditors’ committee and when and how the composition of the committee needs to be altered, which could happen if representatives are no longer able to act, including in the creditors’ best interests, or wish to withdraw. They should also clarify the conditions for the removal of members that have acted relentlessly against creditors’ interests or that have a conflict of interest.

Removed:Recital 54: (54) Member States should ensure that the court has the power to determine the working methods for the creditors’ committee, if they have not been established in the creditors’ committee’s protocol of working methods. The Commission should establish standard working methods that should facilitate the task of the creditors’ committee and reduce the need for courts to intervene in the case of missing working methods.

Removed:Recital 55: (55) The creditors’ committee should be granted sufficient rights to perform its functions efficiently and effectively. Member States should ensure that the creditors’ committee can interact with insolvency practitioners, courts, the debtor, external advisors and the creditors whom it represents, as necessary, to enable the committee to form and communicate a view on matters of direct interest and relevance to creditors, and for this view to be duly considered in proceedings. Member States should also empower the creditors’ committee to appoint a secretary, to request external consultations and to make decisions.

Removed:Recital 58: (58) To ensure an enhanced transparency of the key features of national insolvency proceedings and help especially cross-border creditors to estimate what would happen if their investments got involved in insolvency proceedings, investors and potential investors should be granted easy access to that information in a pre-defined, comparable and user-friendly format. A standardised key information factsheet should be prepared and made available to the public by Member States. This document would be key for potential investors to make a “glance-through” assessment of the insolvency proceedings rules in a given Member State. It should contain sufficient explanations to allow the reader to understand the information therein without having to resort to other documents. The key information factsheet should in particular include practical information on the insolvency trigger as well as on the steps to take to request the opening of insolvency proceedings or to lodge a claim. It should be prepared in a multilinguistic format.

Removed:Recital 59 a (new): (59a) This Directive should be without prejudice to the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure pursuant to Directive (EU) 2016/943 of the European Parliament and of the Council1a. / 1a Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets).

Removed:Article 1 – paragraph 1 – introductory part: 1. In order to maximise legal certainty concerning the value of companies, to improve the efficiency of insolvency proceedings both in terms of cost and length, to improve predictability and to ensure a fair distribution of value among creditors, this Directive lays down common rules on:

Removed:Article 1 – paragraph 1 – point e: deleted

Removed:Article 2 – paragraph 1 – point a: (a) ‘insolvency practitioner’ means a person or body who has one or more of the functions listed in Article 2, point (5), of Regulation (EU) 2015/848 and in Article 2(1), point (12), of Directive (EU) 2019/1023;

Removed:Article 2 – paragraph 1 – point b: (b) ‘court’ means:

Removed:Article 2 – paragraph 1 – point b – point i (new): (i) for the purposes of Article 18a, Title IV, with the exception of Article 21, Title V and Title VII, with the exception of Article 59(5), a judicial body of a Member State or the authority of a Member State competent for insolvency proceedings;

Removed:Article 2 – paragraph 1 – point b – point ii (new): (ii) for the purposes of all other articles, a judicial body of a Member State;

Removed:Article 2 – paragraph 1 – point c: deleted

Removed:Article 2 – paragraph 1 – point d: (d) ‘bank account registers ’ means centralised automated mechanisms, such as central registries or central electronic data retrieval systems, put in place in accordance with Article 16 (1) of Directive (EU) 2024/1640;

Removed:Article 2 – paragraph 1 – point e: (e) ‘central beneficial ownership register’ means national central registers holding beneficial ownership information and the systems of interconnection of those registers as referred to in Article 10 of Directive (EU) 2024/1640;

Removed:Article 2 – paragraph 1 – point e a (new): (ea) ‘bank account information’ means the information listed in Article 16(3) of Directive (EU) 2024/1640;

Removed:Article 2 – paragraph 1 – point f: (f) ‘legal act’ means any human behaviour, producing a legal effect;

Removed:Article 2 – paragraph 1 – point g: (g) ‘executory contract’ means a contract between a debtor and one or more counterparties under which the parties still have obligations to perform at the time of the opening of insolvency proceedings in the liquidation phase in Title IV, but does not include netting agreements;

Removed:Article 2 – paragraph 1 – point h: (h) ‘best-interest-of-creditors test’ means the test whereby no creditor would be worse off under a liquidation in pre-pack proceedings than such a creditor would be if the normal ranking of liquidation priorities were applied in the event of a piecemeal liquidation or the sale of the business, or a part thereof, as a going concern;

Removed:Article 2 – paragraph 1 – point j: deleted

Removed:Article 2 – paragraph 1 – point k: deleted

Removed:Article 2 – paragraph 1 – point l: deleted

Removed:Article 2 – paragraph 1 – point m: deleted

Removed:Article 2 – paragraph 1 – point n: deleted

Removed:Article 2 – paragraph 1 – point q: deleted / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted)

Removed:Article 2 – paragraph 1 a (new): 1a. For the purposes of this Directive, the concepts of “insolvency” and “directors” are to be understood as defined by national law.

Removed:Article 3 – title: Party closely related to the debtor

Removed:Article 3 – paragraph -1 (new): -1. For the purposes of this Directive, parties closely related to the debtor shall include: / (a) where the debtor is a natural person: / (i) the spouse or partner of the debtor; / (ii) ascendants, descendants, and siblings of the debtor, or of the spouse or partner of the debtor, and the spouses or partners of these persons; / (iii) persons living in the household of the debtor; / (iv) persons who are working for the debtor under a contract of employment with access to non-public information on the affairs of the debtor; / (v) legal entities in which the debtor or one of the persons referred to in points (i) to (iv) of this subparagraph is a member of the management or supervisory bodies or performs duties which provide for access to non-public information on the affairs of the debtor; / (b) where the debtor is a legal entity: / (i) any member of the management or supervisory bodies of the debtor; / (ii) equity holders with a controlling interest in the debtor; / (iii) persons which perform functions similar to those performed by persons under point (i); / (iv) persons which are closely related in accordance with the second subparagraph to the persons listed in points (i), (ii) and (iii) of this subparagraph.

Removed:Article 3 – paragraph 1 a (new): 1a. Paragraph -1 and paragraph 1, point (a), of this Article shall apply mutatis mutandis to the concept of persons closely related to parties which have benefitted from a void, voidable or unenforceable legal act as referred to in Article 11(2), second subparagraph.

Removed:Article 3 a (new): Article 3a / National law and minimum harmonisation / 1. Member States may adopt or maintain laws which provide for a greater level of protection for the general body of creditors than that provided for under Titles II, IV and VII, provided that they comply with Union law. / 2. Member States may adopt or maintain laws which facilitate access by insolvency practitioners to bank account information held in their bank account registers, beneficial ownership information and national registers and databases to a greater extent than the rules provided for in Title III. / 3. Member States shall ensure that, when insolvent, microenterprises have access to insolvency proceedings in situations where the debtor has no assets or its assets are not sufficient to cover the cost of the proceedings or the cost for the involvement of the insolvency practitioner. / 4. Member States may adopt or maintain laws which establish simplified winding-up proceedings for microenterprises.

Removed:Article 3 b (new): Article 3b / Protection of workers / This Directive is without prejudice to the application of national labour law and Union law with regard to workers’ rights, in particular Council Directives 98/59/EC1a and 2001/23/EC1b and Directives 2002/14/EC1c, 2009/38/EC1d, (EU) 2016/23411e and 2008/94/EC1f of the European Parliament and of the Council. / This Directive shall not prevent Member States from introducing or maintaining provisions relating to Title IV which provide for a greater level of protection for workers or their representatives. / 1a Council Directive 98/59/EC of 20 July 1998 on the approximation of the laws of the Member States relating to collective redundancies (OJ L 225, 12.8.1998, p. 16, ELI: http://data.europa.eu/eli/dir/1998/59/oj). / 1b Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, p. 16, ELI: http://data.europa.eu/eli/dir/2001/23/oj). / 1c Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community (OJ L 80, 23.3.2002, p. 29, ELI: http://data.europa.eu/eli/dir/2002/14/oj) . / 1d Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in…

Removed:Article 4 – paragraph 1: Member States shall ensure that legal acts which have been perfected prior to the opening of insolvency proceedings to the detriment of the general body of creditors are void, voidable or unenforceable under the conditions laid down in Chapter 2 of this Title.

Removed:Article 4 – paragraph 1 a (new): Member States may adopt or maintain rules that establish that, where a legal act requires registration in a public register for its perfection, the point in time from which the legal act is considered perfected can exceptionally be before the date on which the registration takes place.

Removed:Article 5: deleted / (deleted) / (deleted)

Removed:Article 6 – paragraph 1 – subparagraph 1 – introductory part: Member States shall ensure that detrimental legal acts benefitting a creditor or a group of creditors by satisfaction or collateralisation are void, voidable or unenforceable if they were perfected:

Removed:Article 6 – paragraph 1 – subparagraph 1 – point a: (a) within three months prior to the submission of the request for the opening of insolvency proceedings, or, in the absence of a formal request, prior to the date of the resolution to commence insolvency proceedings, provided that the debtor was unable to pay its mature debts under national law; or

Removed:Article 6 – paragraph 1 – subparagraph 1 – point b: (b) after the submission of the request or the date of the resolution referred to in point (a) and before the opening of insolvency proceedings.

Removed:Article 6 – paragraph 2 – subparagraph 1 – introductory part: If a due claim of a creditor was satisfied or secured in the owed manner, Member States shall ensure that the legal act are void, voidable or unenforceable only if:

Removed:Article 6 – paragraph 2 – subparagraph 1 – point b: (b) that creditor knew that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted or that, in the absence of a formal request, a resolution to commence insolvency proceedings had been made.

Removed:Article 6 – paragraph 2 – subparagraph 2: The creditor’s knowledge referred to in the first subparagraph, point (b), shall be presumed if the creditor was a party closely related to the debtor. That presumption shall be rebuttable.

Removed:Article 6 – paragraph 3 – subparagraph 1 – introductory part: By way of derogation from paragraphs 1 and 2, Member States shall ensure that the following legal acts cannot be void, voidable or unenforceable:

Removed:Article 6 – paragraph 3 – subparagraph 1 – point a: (a) legal acts performed directly against fair consideration to the benefit of the debtor’s assets;

Removed:Article 6 – paragraph 3 – subparagraph 1 – point c a (new): (ca) where relevant, in accordance with national law, legal acts the purpose of which is to satisfy or collateralise claims by social security authorities.

Removed:Article 6 – paragraph 3 – subparagraph 1 – point c b (new): (cb) the entering into netting arrangements, including close-out netting, in financial markets, energy markets or other commodity markets as well as legal acts supporting the operation of such arrangements.

Removed:Article 6 – paragraph 3 – subparagraph 2: Member States shall ensure that where payments on bills of exchange or cheques are concerned as referred to in the first subparagraph, point (b), the amount paid on the bill or cheque shall be restituted by the last endorser or, if the latter endorsed the bill on account of a third party, by such party if the last endorser or the third party knew that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted at the moment of endorsing the bill or having it endorsed. This knowledge is presumed if the last endorser or the third party was a party closely related to the debtor. That presumption shall be rebuttable.

Removed:Article 7 – paragraph 1: 1. Member States shall ensure that legal acts of the debtor against no or manifestly inadequate consideration are void, voidable or unenforceable where they were perfected within a time period of one year prior to the submission of the request for the opening of insolvency proceedings or, in the absence of a formal request, prior to the date on which a resolution to commence insolvency proceedings had been made. The payment of a third-party debt in a three-person relationship shall not be automatically considered as a legal act against no or manifestly inadequate consideration. / Member States may provide that the fact that the enrichment resulting from a void legal act is no longer the property of the party which benefited from that legal act can be invoked if that party was not aware of the circumstances on which the avoidance action is based.

Removed:Article 8 – paragraph 1 – subparagraph 1 – introductory part: Member States shall ensure that legal acts by which the debtor has intentionally caused a detriment to the general body of creditors are void, voidable or unenforceable where both of the following conditions are met:

Removed:Article 8 – paragraph 1 – subparagraph 1 – point a: (a) those acts were perfected either within a time period of three years prior to the submission of the request for the opening of insolvency proceedings or, in the absence of a formal request, prior to the date on which a resolution to commence insolvency proceedings had been made;

Removed:Article 8 – paragraph 1 – subparagraph 1 – point b: (b) the other party to the legal act knew of the debtor’s intent to cause a detriment to the general body of creditors.

Removed:Article 8 – paragraph 1 – subparagraph 2: The knowledge referred to in the first subparagraph, point (b), shall be presumed if the other party to the legal act was a party closely related to the debtor. That presumption shall be rebuttable.

Removed:Article 8 – paragraph 2: 2. Where several persons have submitted a request for the opening of insolvency proceedings against the same debtor, the point in time when the first admissible request is submitted shall be considered the beginning of the three-year period referred to in paragraph 1, first subparagraph, point (a).

Removed:Article 9 – paragraph 1: 1. Member State shall ensure that the claims, rights or obligations resulting from legal acts that are void, voidable or unenforceable pursuant to Chapter 2 of this Title may not be invoked to obtain satisfaction from the insolvency estate concerned.

Removed:Article 9 – paragraph 2 – subparagraph 1: Member States shall ensure that the party which benefitted from the void, voidable or unenforceable legal act is obliged to compensate in full the insolvency estate concerned for the detriment caused to creditors by that legal act.

Removed:Article 9 – paragraph 2 – subparagraph 2: The fact that the enrichment resulting from the void, voidable or unenforceable legal act is not available anymore in the property of the party which benefited from that legal act (‘lapse of enrichment’) can only be invoked if that party was not aware of the circumstances on which the avoidance action is based.

Removed:Article 9 – paragraph 3: 3. Member States shall ensure that the limitation period for all claims resulting from the void, voidable or unenforceable legal act against the other party is three years from the date of the opening of insolvency proceedings.

Removed:Article 10 – title: Consequences for the party which benefitted from the void, voidable or unenforceable legal act

Removed:Article 10 – paragraph 1: 1. Member States shall ensure that if and to the extent that the party which benefitted from the void, voidable or unenforceable legal act compensates the insolvency estate for the detriment caused by that legal act, any claim of that party which was satisfied with that legal act revives.

Removed:Article 10 – paragraph 2 – subparagraph 1: Member States shall ensure that any counter-performance of the party which benefitted from the void, voidable or unenforceable legal act performed after or in an instant exchange for the performance of the debtor under that legal act shall be refunded from the insolvency estate to the extent that the counter-performance is still available in the estate in a form that can be distinguished from the rest of the insolvency estate or the insolvency estate is still enriched by its value.

Removed:Article 10 – paragraph 2 – subparagraph 2: In all cases not covered by the first subparagraph, the party which benefitted from the void, voidable or unenforceable legal act may file claims for the compensation of the counter-performance. For the purposes of the ranking of claims in insolvency proceedings, this claim shall be deemed to have arisen before the opening of insolvency proceedings.

Removed:Article 11 – paragraph 1: 1. Member States shall ensure that Articles 9 and 10 are applicable to an heir or another universal successor of the party which benefitted from the void, voidable or unenforceable legal act.

Removed:Article 11 – paragraph 2 – subparagraph 1 – introductory part: Member States shall ensure that Article 9 is applicable to any individual successor of the other party to the void, voidable or unenforceable legal act if one of the following conditions is fulfilled:

Removed:Article 11 – paragraph 2 – subparagraph 1 – point b: (b) the successor knew the circumstances on which the avoidance action is based.

Removed:Article 11 – paragraph 2 – subparagraph 2: The knowledge referred to in the first subparagraph, point (b), shall be presumed if the individual successor is a party closely related to the party which benefitted from the void, voidable or unenforceable legal act. That presumption shall be rebuttable.

Removed:Title III – Chapter I – title: Access to bank account information by designated courts and administrative authorities

Removed:Article 13 – title: Designated courts and administrative authorities

Removed:Article 13 – paragraph 1: 1. Each Member State shall designate, the courts or administrative authorities that are empowered to access and search bank account registers

Removed:Article 13 – paragraph 2: 2. Each Member State shall notify the Commission of its designated courts or administrative authorities by ... [3 months from transposition date], and shall immediately notify the Commission of any amendment thereto. The Commission shall publish the notifications in the Official Journal of the European Union and on the European e-Justice Portal.

Removed:Article 14 – title: Access to and searches of bank account information by designated courts and administrative authorities

Removed:Article 14 – paragraph 1: 1. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, including interim proceedings, the designated courts or administrative authorities have the power to access and search, directly and immediately, bank account information, where necessary for the purposes of identifying and tracing assets belonging to the insolvency estate of the debtor in that proceedings, including those subject to avoidance actions.

Removed:Article 14 – paragraph 2: 2. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, including interim proceedings, the designated courts or administrative authorities have the power to access and search, directly and immediately, bank account information in other Member States available through the bank account registers interconnection system (BARIS) referred to in Article 16(6) of Directive (EU) 2024/1640, where necessary for the purposes of identifying and tracing assets belonging to the insolvency estate of the debtor in that those proceedings, including those assets subject to avoidance actions.

Removed:Article 14 – paragraph 3: 3. The additional information that Member States consider essential and include in the bank account registers pursuant to Article 16(5) of Directive (EU) 2024/1640 shall not be accessible or searchable by designated courts or administrative authorities.

Removed:Article 14 – paragraph 3 a (new): 3a. Member States shall ensure that the designated courts or administrative authorities or other competent courts or authorities verify whether the conditions referred to in paragraphs 1 and 2 are met. If those conditions are met, Member States shall ensure that the designated courts or administrative authorities transmit the relevant bank account information obtained by accessing and searching bank account information pursuant to paragraphs 1 and 2 to the insolvency practitioner who requested it.

Removed:Article 14 – paragraph 3 b (new): 3b. Access and searches pursuant to paragraphs 1 and 2 shall be without prejudice to national procedural safeguards and Union and national rules on the protection of personal data. Member States shall ensure that bank account information obtained pursuant to paragraphs 1 and 2 is processed only for the purposes for which it was obtained, including where it is processed by insolvency practitioners.

Removed:Article 14 – paragraph 3 c (new): 3c. Member States shall ensure that insolvency practitioners, when processing bank account information obtained pursuant to paragraphs 1 and 2, have in place relevant internal procedures for the appropriate management of confidential information.

Removed:Article 14 – paragraph 4: 4. For the purpose of paragraphs 1 and 2, access to and searches of bank account information shall be considered to be direct and immediate, inter alia, where the national authorities operating the bank account registers transmit the bank account information expeditiously by an automated mechanism to the designated courts or administrative authorities, provided that no intermediary institution is able to interfere with the requested data or the information to be provided.

Removed:Article 15 – title: Conditions for access to and for searches of bank account information by designated courts and administrative authorities

Removed:Article 15 – paragraph 1: 1. Access to and searches of bank account information in accordance with Article 14 shall be performed only on a case-by-case basis by the staff of each designated court or administrative authority that have been specifically appointed and authorised to perform those tasks.

Removed:Article 15 – paragraph 2 – point a: (a) the staff referred to in paragraph 1 maintain high professional standards of confidentiality and data protection, and that they are of high integrity and are appropriately skilled;

Removed:Article 15 – paragraph 2 – point b: (b) technical and organisational measures are in place to ensure the security of the data to high technological standards for the purposes of the exercise by designated courts and administrative authorities of the power to access and search bank account information in accordance with Article 14.

Removed:Article 16 – title: Monitoring access to and searches of bank account information by designated courts and administrative authorities

Removed:Article 16 – paragraph 1 – point e: (e) the name of the designated court or administrative authority accessing or searching the bank account register;

Removed:Article 16 – paragraph 1 – point f: (f) the unique user identifier of the staff member of the designated court or administrative authority who made the query and, where applicable, of the judge or the official who ordered the query or search and of the requesting insolvency practitioner.

Removed:Article 16 – paragraph 2: 2. The authorities operating the bank account registers shall check the logs referred to in paragraph 1 regularly.

Removed:Article 17 – paragraph 1: 1. Member States shall ensure that insolvency practitioners, when identifying and tracing assets relevant for the insolvency proceedings for which they are appointed, have timely access to the information on the beneficial owners of legal entities and of legal arrangements held in central beneficial ownership registers, and that such access is provided without alerting the entity, the legal arrangement or the beneficial owner concerned.

Removed:Article 17 – paragraph 2 – point a: (a) the name, the month, the year of birth, the country of residence and the nationality or nationalities of the beneficial owner;

Removed:Article 17 – paragraph 2 – point a a (new): (aa) for beneficial owners of legal entities, the nature and extent of the beneficial interest held;

Removed:Article 17 – paragraph 2 – point a b (new): (ab) for beneficial owners of express trusts or similar legal arrangements, the nature of their beneficial ownership.

Removed:Article 17 – paragraph 2 – point b: deleted

Removed:Title III – Chapter 3 – title: Access by insolvency practitioners to national registers and databases

Removed:Article 18 – title: Access by insolvency practitioners to national registers and databases

Removed:Article 18 – paragraph 1: 1. Member States shall ensure that insolvency practitioners, when identifying and tracing assets relevant for the insolvency proceedings for which they are appointed, regardless of the Member State where they have been appointed, have direct and expeditious access to the national registers and databases listed in the Annex located in their territory, where available.

Removed:Article 18 – paragraph 2 a (new): 2a. Member States shall communicate the lists of the national registers and databases referred to in the Annex to the Commission by…[ 3 months from the date of entry into force of this Directive]. Member States shall immediately notify the Commission of any changes thereto. The Commission shall publish those lists on the European e-Justice portal.

Removed:Title III – Chapter 3 a (new): Chapter 3a / Access to courts by insolvency practitioners of another Member State / Article 18a / Access to courts by insolvency practitioners of another Member State / With respect to the right to initiate proceedings or appear before courts in order to claim assets on behalf of the insolvency estate, each Member State shall ensure that insolvency practitioners appointed in another Member State are not subject to conditions that are less favourable than those applicable to the insolvency practitioners appointed in that Member State.

Removed:Article 19 – paragraph 1 – introductory part: 1. Member States shall introduce pre-pack proceedings for situations in which the debtor is likely to become insolvent in accordance with national law. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases:

Removed:Article 19 – paragraph 2: 2. Pre-pack proceedings shall comply with the conditions set out in this Title. As regards all other matters, including the ranking of claims and the rules on distribution of proceeds, Member States shall apply national provisions on winding-up proceedings, provided that they are compatible with Union law.

Removed:Article 19 a (new): Article 19a / Rights of workers / The pre-pack proceedings are without prejudice to Union and national law on the rights of workers in insolvency proceedings, including the involvement of workers’ representatives and appropriate measures to inform and consult workers’ representatives. / While applying this Title, Member States shall ensure that the impact on workers is taken into account as much as possible, with a view to preserving employment.

Removed:Article 20 – paragraph 2: 2. For the purposes of Article 5(1) of Council Directive 2001/23/EC40, the liquidation phase shall be considered to be bankruptcy or insolvency proceedings instituted with a view to the liquidation of the assets of the transferor under the supervision of a competent public authority, provided that the liquidation of the debtor’s business as a going concern satisfies to the greatest extent possible the claims of the creditors.

Removed:Article 22 – paragraph 1 – subparagraph 1: Member States shall provide that, upon request of the debtor, the court appoints a monitor. The monitor shall be independent of the debtor, the debtor’s shareholders, the creditors and any other party having a legal or economic interest in the debtor or the debtor’s business.

Removed:Article 22 – paragraph 2 – subparagraph 1 – point a a (new): (aa) where appropriate, has recourse to an independent valuation in order to comply with requirements related to obtaining market value;

Removed:Article 22 – paragraph 2 – subparagraph 1 – point b: (b) formally declares and demonstrates that the sale process is competitive, transparent, fair and meets market standards;

Removed:Article 22 – paragraph 2 – subparagraph 1 – point d: (d) formally declares and demonstrates that the best bid does not constitute a manifest breach of the best-interest-of-creditors test.

Removed:Article 22 – paragraph 2 – subparagraph 2: Actions by the monitor listed in the first subparagraph shall be done in writing and shall be made available in digital format and in a timely manner only to the parties involved in the preparation phase. Beyond that, the monitor shall maintain the confidentiality of all information obtained in connection with the preparation phase.

Removed:Article 23 – paragraph -1 (new): Member States shall ensure that, in the course of the preparation phase, the debtor remains in control of its assets and the day-to-day operation of the business.

Removed:Article 23 – paragraph 1: Member States shall ensure that during the preparation phase, where the debtor is likely to become insolvent or is insolvent in accordance with national law, the debtor can benefit from a stay of individual enforcement actions in accordance with Articles 6 and 7 of Directive (EU) 2019/1023, where it is essential for the successful roll-out of the pre-pack proceedings. The monitor and the corresponding creditor shall be heard by the court prior to the decision on the stay of individual enforcement actions.

Removed:Article 24 – paragraph 2: 2. Without prejudice to Article 32(2), where the sale process only produces one binding offer, that offer shall be deemed to reflect the business market price, unless it can be demonstrated otherwise.

Removed:Article 24 – paragraph 3: 3. Member States may depart from paragraph 1 only where the court runs a public auction in the liquidation phase in accordance with Article 26(2). In this case, Article 22(2), point (b) shall not apply.

Removed:Article 24 – paragraph 3 a (new): 3a. Member States shall ensure that it is possible, in the course of the preparation phase, to obtain the services of an independent valuation practitioner as a means of gauging a fair market price.

Removed:Article 25 – paragraph 1: Member States shall ensure that, when the liquidation phase is opened, the court appoints the monitor referred to in Article 22 as insolvency practitioner unless the monitor resigns or is unable to perform the required functions, such as in cases of serious illness or death.

Removed:Article 26 – paragraph 2: 2. By way of derogation from paragraph 1, Member States shall ensure that the court can run a public auction where one or more creditors’ groups demonstrate a credible suspicion of abuse. The offer selected by the monitor shall be used as the initial bid in the public auction. Member States shall ensure that the protections granted to the initial bidder in the preparation phase, such as expense reimbursement or break-up fees, are commensurate and proportionate, and do not deter potentially interested parties from bidding in the liquidation phase.

Removed:Article 27 – paragraph 1 – subparagraph 1 a (new): By way of derogation from the first subparagraph, Member States may provide that consent of the debtor’s counterparty or counterparties is required in so far as is necessary, depending on the type of contract, the legal status of the parties or the interests of the business.

Removed:Article 27 – paragraph 2 – subparagraph 1 – introductory part: 2. Member States shall ensure that the court may decide to terminate the executory contracts referred to in paragraph 1, first subparagraph, subject to a notice period of at least three months prior to the assignment, provided that one of the following conditions applies:

Removed:Article 27 – paragraph 2 – subparagraph 2: Point (a) of the first subparagraph shall not apply to executory contracts relating to licenses of intellectual and industrial property rights or to credit or financial services contracts.

Removed:Article 28 – paragraph 1: Member States shall ensure that the acquirer acquires the debtor’s business or part thereof free of debts and liabilities, unless the acquirer expressly consents to bear, solely or jointly with the debtor, the debts and the liabilities of the business or part thereof.

Removed:Article 31 – paragraph 1: Member States shall ensure that the monitor and the insolvency practitioner are liable for the damages that their intentional or negligent failure to comply with their obligations under this Title causes to creditors and third parties affected by the pre-pack proceedings.

Removed:Article 32 – paragraph 1 – subparagraph 2: Member States shall provide that where it is proved that the disclosure duty referred to in the first subparagraph, point (a), was breached, the court revokes the benefits referred to in Article 28.

Removed:Article 32 – paragraph 2: 2. Where the offer made by a party closely related to the debtor is the only existing offer, Member States shall introduce additional safeguards for the authorisation and execution of the sale of the debtor’s business or part thereof. These safeguards shall at least include the requirement to obtain a market valuation of the business and the duty for the monitor and the insolvency practitioner to reject the offer from the party closely related to the debtor if the offer does not satisfy the best-interest-of-creditors test.

Removed:Article 33 – paragraph 1 – point a: (a) the debtor, the monitor or the insolvency practitioner takes the necessary steps to obtain interim financing at the lowest possible cost;

Removed:Article 34 – paragraph -1 (new): -1. Member States shall ensure that, prior to the authorisation of the sale of the debtor’s business or part thereof, the insolvency practitioner provides the court with a report on a favourable best-interest-of-creditors test.

Removed:Article 36 – paragraph 1: 1. Member States shall ensure that, where a legal entity becomes insolvent, its directors have the duty to submit a request for the opening of insolvency proceedings with the court no later than 3 months after the directors became aware or can reasonably be expected to have become aware that the legal entity is insolvent in accordance with national law. Preventive restructuring proceedings are be excluded from that obligation.

Removed:Article 36 – paragraph 1 a (new): 1a. By way of derogation from paragraph 1, Member States may provide that the duty referred to therein does not apply to directors who are natural persons and are personally liable for all of the company’s debts where: / (a) the directors inform the public of the company’s insolvency through a notification in a public register, at the latest within the deadline referred to in paragraph 1, in order to ensure that the creditors are able to request the opening of insolvency proceedings; or / (b) the directors take measures that are designed to avoid damage to the creditors of the insolvent company, provided that such measures were reasonably likely to avoid such damage or secure a better outcome for creditors.

Removed:Article 37 – paragraph 1: 1. Member States shall ensure that the insolvent legal entity’s directors are liable for damages incurred by creditors as a result of their failure to comply with the duty laid down in Article 36.

Removed:Article 37 – paragraph 2 a (new): If Member States have exercised the option provided for in Article 36(1a), they shall ensure that directors who take measures as referred to therein are liable, in accordance with national law, for damage caused to creditors that would not otherwise have been caused had the opening of insolvency proceedings been requested in accordance with Article 36(1).

Removed:Article 37 – paragraph 2 b (new): Member States may provide that such liability is excluded where and to the extent that the directors can demonstrate, on the basis of objective circumstances, that the measures taken could reasonably be expected to avoid damage to creditors, provided that such measures were reasonably likely to avoid such damage or secure a better outcome for creditors.

Removed:Title VI: deleted

Removed:Article 58 – paragraph 3: 3. Member States may exclude in national law the possibility to establish a creditors’ committee in insolvency proceedings, when, due to the nature and scope of the debtor’s business, the overall costs of the involvement of such a committee are not justified in view of the low economic relevance of the insolvency estate, of the low number of creditors or the circumstance that the debtor is a microenterprise.

Removed:Article 59 – paragraph 1: 1. Where a creditors’ committee is established pursuant to Article 58, Member States shall ensure that the members of the creditors’ committee are appointed either at the general meeting of creditors or by decision of the court, within 30 days from the date of the opening of the insolvency proceedings.

Removed:Article 59 – paragraph 2: 2. Where the members of the creditors’ committee are appointed at the general meeting of creditors, Member States shall ensure that the court certifies the appointment within 5 working days from the date of the communication of the appointment to the court.

Removed:Article 59 – paragraph 3 – subparagraph 1 a (new): When workers are among the creditors, Member States shall ensure that the creditors’ committee can include members who are workers or their representatives. Individuals who are not themselves creditors may also be appointed as members of the creditors’ committee only if they represent the interests of a group of creditors.

Removed:Article 60 – paragraph 1 – subparagraph 1: Member States shall ensure that members of the creditors’ committee represent solely the interests of the whole body of creditors, in a fair and unbiased way and act independently of the insolvency practitioner.

Removed:Article 60 – paragraph 1 – subparagraph 2: deleted

Removed:Article 60 – paragraph 2 a (new): 2a. Member States shall ensure that the members of the creditors’ committee act in good faith when carrying out the functions of the committee.

Removed:Article 61: deleted / (deleted) / (deleted)

Removed:Article 62 – paragraph 2: 2. Grounds for removal shall at least include fraudulent or grossly negligent conduct, conflicts of interest, wilful misconduct, or breach of fiduciary duties with respect to the creditors’ interests.

Removed:Article 63 – paragraph 2 – point -a (new): (-a) the scope of the creditors’ committee’s duties;

Removed:Article 64 – paragraph 1 – subparagraph 1: Member States shall ensure that the creditors’ committee’s function is to ensure that in the conduct of the insolvency proceedings the interests of the whole body of creditors are protected.

Removed:Article 64 – paragraph 1 – subparagraph 2 – point e: (e) the power to share relevant and necessary information to represented creditors and to receive information from them;

Removed:Article 64 – paragraph 1 – subparagraph 2 – point f a (new): (fa) the power to appoint a secretary;

Removed:Article 64 – paragraph 1 – subparagraph 2 a (new): Member States shall ensure that creditors, members of the creditors’ committee and any professionals employed by the creditors’ committee maintain the confidentiality of all information obtained in connection with the committee’s activities.

Removed:Article 66 – paragraph 1: Members of a creditors’ committee are exempt from individual liability for their actions in their capacity as members of the committee unless they have committed an intentional or grossly negligent violation of duties with respect to the creditors’ interests.

Removed:Article 66 – paragraph 1a (new): Expenses for liability insurance covering the liability of members of the creditors’ committee shall be borne by the insolvency estate in accordance with Article 65(2).

Removed:Article 68 – paragraph 1: 1. Member States shall provide, within the framework of the European e-Justice Portal, a key information factsheet on essential elements of national law on insolvency proceedings.

Removed:Article 69 a (new): Article 69a / Supporting measures / To address the difficulties of SMEs and microenterprises in particular, and their need for additional supporting measures in the event of insolvency and financial distress, the Commission shall support the exchange of best practices between Member States and provide guidance on that basis and on the basis of exchanges with SME representatives.

Removed:Article 70 – paragraph 1: By [3 years after the deadline for transposition of this Directive] and every 5 years thereafter, the Commission shall present to the European Parliament, the Council and the European Economic and Social Committee a report on the application, impact and its effectiveness in reaching the objectives of this Directive. The report may be accompanied, if appropriate, by a legislative proposal.

Removed:Article 71 – paragraph 1 – subparagraph 1: Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by ... [12 months from entry into force] at the latest. They shall forthwith communicate to the Commission the text of those provisions.

Removed:Annex I – title: National registers and databases referred to in Article 18

Removed:Annex I – point 3: 3. Movable property registers including registers of vehicles, ships and aircrafts, where property rights are registered in such registers;

Removed:Annex I – point 6: 6. Registers or databases containing information on the ownership of securities, such as central securities depositories, as defined in Article 2 of Regulation (EU) No 909/2014;

Removed:Annex I – point 9: deleted

Removed:Annex I – point 11: deleted

Removed:Annex I – point 12: deleted

Removed:The proposal for a Directive on harmonizing certain aspects of insolvency law within the European Union was adopted by the European Commission on 7 December 2022.

Removed:The Rapporteur welcomes this legislative proposal which aims to establish a more uniform and efficient insolvency framework across all Member States, ensuring legal clarity and better protection for businesses, creditors, and other stakeholders, encouraging cross border investment within the single market and remove obstacles to further develop Capital Markets Union.

Removed:The Rapporteur has conducted an in-depth assessment and considers that certain modifications to the Commission proposal are necessary to enhance legal precision and coherence. The objective of these changes is to ensure that the proposed insolvency framework is both effective and legally sound while preventing potential loopholes that could be exploited to the detriment of creditors or other parties involved in insolvency proceedings. The Rapporteur suggests adjustments to clarify procedural requirements and ensure consistency with national legal frameworks.

Removed:The Rapporteur is of the opinion that the minimum standards provided for in the Directive will approximate the laws of the Member States in the field of insolvency, in particular by improving the efficiency of insolvency proceedings both in terms of costs and in terms of improving the prospects and fair distribution of value among creditors, and preserving the activity and viability of the companies. The amendments of the draft report promote the harmonization of national insolvency rules by setting minimum standards for key procedural aspects. These provisions reflect a clear intention to create a more predictable and integrated European insolvency framework​.

Removed:One of the key modifications focuses on avoidance actions, ensuring that transactions detrimental to creditors can be challenged more effectively. The amendments clarify the conditions to close loopholes that previously allowed transactions to escape scrutiny, strengthening creditors’ protection.

Removed:Another set of important amendments concern asset tracing mechanisms. The amendments propose granting insolvency practitioners timely and easy access to national bank account registers, direct access to central beneficial ownership registers, and other relevant registers. The Rapporteur believes that this change will facilitate the identification and recovery of debtor assets, particularly in cross-border cases, addressing a long-standing issue of insolvency practitioners encountering significant obstacles when tracing assets in different jurisdictions.​

Removed:Another element in the Commission proposal is the introduction of pre-pack proceedings, designed to expedite the sale of distressed businesses as going concerns before the formal opening of insolvency proceedings. The proposed framework establishes a two-phase approach: a preparation phase for identifying potential buyers and a liquidation phase for executing the sale. The Rapporteur believes that this mechanism will help to maximize asset value and preserve business continuity, however additional safeguards should be introduced to ensure transparency and fairness.

Removed:Microenterprises, due to their smaller scale and limited resources, require tailored insolvency procedures that provide a balance between efficiency and creditor protection. Following extensive consultations with stakeholders, including legal experts, industry representatives, and financial institutions, the Rapporteur has identified that significant legal uncertainties, risks of abuse and administrative burden transferred to SMEs can be caused/ triggered by the provisions related to simplified winding-up proceedings for microenterprises under Title VI. The framework lacks adequate protections for creditors and other stakeholders, potentially resulting in financial losses and reduced trust in insolvency proceedings.

Removed:Given these concerns, the Rapporteur has concluded that the best course of action is to remove Title VI from the draft Directive entirely. This decision reflects the need to ensure that insolvency rules are both robust and resistant to manipulation.

Removed:The amendments also strengthen directors’ responsibilities. Additionally, the introduction of creditors' committees as formalized entities ensures that creditors have a stronger voice in insolvency proceedings, increasing transparency and participation.

Removed:While these reforms represent significant progress, their effectiveness will depend on how consistently they are implemented across Member States. If properly executed, these amendments will enhance investor confidence, improve creditor recoveries and contribute to a more resilient and dynamic EU economy.