What changed between the plenary report and the adopted text

Changed:16. Stresses that the creation of the S.EU should be fully integrated with the initiative to develop a European business wallet, which could also streamline and simplify digital identification and authentication as well as the management of essential company documents, thereby ensuring smooth digital interactions for S.EUs across Member States and facilitating cross-border operations; calls, in addition, for the full implementation and assessment of existing Union law regarding the use of digital tools in company law, in particular Directives (EU) 2017/1132 and 2009/102/CE,2009/102/EC, as well as for further digitalisation and automation of reports to authorities, which should be a core priority in the work on regulatory simplification in the Union;

Changed:21. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an S.EU ;S.EU; underlines that the registered seat and the registered office may be in different Member States;

Changed:25. Stresses that the 28th regime should not lead to the creation of shelf-shelf S.EUs or an increase of letterbox companies, as such practices undermine regulatory integrity, distort fair competition and erode genuine economic activity within the Union; underlines that the 28th regime should be without prejudice to the rights of trade unions and employers’ organisations to negotiate collective agreements;

Changed:Dispute Resolutionresolution

Changed:37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU sS.EUs to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to S.EU sS.EUs and that it should be possible for such special panels to conduct the dispute resolution in English;

Changed:40. Requests that the Commission submit, by the first quarter of 20262026, on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto;

Changed:ANNEX TO THE MOTION FOR A RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED

Changed:Parliament is mindful of the risk that an automatically recognised S.EU could lead to the circumvention of mandatory domestic rules that protect workers, their representatives and trade unions, and other vulnerable parties as well as other public interests..interests. The S.EU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including rules on employee participation in the affairs of the company, and should contain safeguards that effectively prevent the abusive use of the S.EU.

Changed:To facilitate the achievement of those objectives, a uniform Union-level digital portal that serves as a direct entry point for S.EUs should be created or integrated into existing structures and operated by the Commission. That portal should complement and extend the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a new separate or parallel register. The digital portal should not replace existing national incorporation rules but, rather, serve as a common platform on which all relevant information necessary for investors would be aggregated. Member States should therefore automatically transmit documents to the portal, ensuring recognition and seamless access for stakeholders. The platform should also provide information about national procedures and resources and give access to investor model documents for S.EUs, enable the verification of credentials, the e-signature of documents, the sale and allocation of shares, the creation and adoption of board resolutionsresolutions, and the provision of e-invoicing services. When using the digital portal to register an S.EU, a company must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.

Changed:The Union-level digital portal for companies should make it possible to register as an S.EU and to search for a company registered as an S.EU. Registration, fillings and updates should be administered via the digital portal only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under theRegulation eIDAS(EU) Regulation.No 910/2014. The digital portal could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.

Changed:The law applicable to individual employment contracts continues to be determined exclusively under Article 8 of Regulation (EC) No 593/2008 and the jurisdiction over individual employment contracts continues to be determined under Section 5 of Chapter II of Regulation (EC)(EU) No 1215/2012, including the relevant case law of the Court of Justice of the European Union. Accordingly, the choice of the parties may not deprive employees of the protection afforded to them by mandatory provisions that cannot be derogated from by agreement.

Changed:If an existing national company transforms into an S.EU, Articles 86l, 133 and 160l of Directive (EU) 2017/1132 must apply mutatis mutandis provided that already established employee participation rights are not circumvented.

Changed: the limitation of cross-border conversion into entities that have opted for the additional legal protection scheme, in particular for asset locks;locks.

Changed:Attracting skilled and innovative talent is crucial for driving economic growth, fostering innovation and maintaining competitiveness in a rapidly evolving global market. Productivity growth, innovation and social inclusion must go hand-in-hand. The S.EU framework should facilitate free movement within the Union, without the need for intermediaries in administrative processes, while respecting applicable Union and national rules on labour and social law. The S.EU should provide for optional harmonised rules across the Union on employee financial participation schemes, in particular on the structuring of employee stock ownership plans (‘ESOPs’), facilitated via a separate legal entityentity, and the creation of employee stock option plans (‘ESOs’). This will enable SMEs, start-ups and scale-ups not only to attract talent, incentivise long-term commitment and facilitate their operations across different national markets due to the design of existing distinct frameworks, but also to promote the full and fair participation of employees in the value they help create through their labour and intellectual capital. The harmonised rules on optional ESOPs and ESOs should focus on harmonising the key corporate law elements, framework and structural features of plans for employee financial participation, without affecting fiscal rules. The following principles must be taken into account when designing harmonised rules in the framework of the S.EU:

Changed: such schemes must be accompanied by mechanisms to safeguard employees against unreasonable financial risks,risks.

Changed:Member States should furthermore consider introducing a special panel within their national courts – either one panel within one specific court at the national level or one panel within one specific court in each federal entity, depending on the national judicial system in question. Such panels should be dedicated to resolving civil law disputes between companies relating to the S.EU corporate form, disputes arising from or in connection with the acquisition of S.EUs or shares in S.EUS.EU, and disputes between an S.EU and members of its management or supervisory board. Member States should ensure that proceedings before such panels can be conducted in English, provided that the parties involved consent.

Changed:9. Impact Assessment,assessment, Reviewreview and Evaluationevaluation

Changed:The Commission should further ensure a comprehensive review and, where necessary, a revision of the 28th Regimeregime at regular intervals, including an assessment of its adoption rates among companies, in particular SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, the Union’s competitiveness, social protection and employmentemployment, and its overall fitness for purpose.

Changed:E. whereas a unified European corporate law system could be achieved more efficiently not only by means of a stand-alone legallegislative act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State, without those rules creating additional administrative or financial burdens or other types of obstacles to the development of businesses, especially SMEs;

Changed:2. Stresses that a 28th regime must be ambitious in substance and in form; underlines that the rules concerning the 28th regime must be the same throughout the entire Union and that Member States should not be allowed to maintain or introduce, in their national law, provisions which diverge from those laid down in the legallegislative act on the 28th regime; considers the use of a regulation as the most appropriate measure to introduce a 28th regime; acknowledges that a maximum harmonisation directive could serve the same objective; is opposed to using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which could significantly delay the adoption of the legallegislative act on the 28th regime and jeopardise the ambition and coherence of the corporate form adopted under the 28th regime; insists on the use of a legal basis that will make it possible to adopt the legallegislative act on the 28th regime in the Council by qualified majority; considers, therefore, that the 28th regime might have to consist of a package of separate legislative proposals; acknowledges that the appropriate legal basis for corporate law matters is Article 50 and 114(1) TFEU; is of the opinion that a directive on the 28th regime needs to be a maximum harmonisation directive in order to achieve the objectives of the 28th regime;

Changed:22. Calls for including optional forms of steward ownership, asset locks and different classes of shares, especially loyalty shares and dual-class shares, including veto shares, as part of the legislative proposal;proposal on the 28th regime; underlines that European innovative companies, in particular SMEs, start-ups and scale-ups, are in need of alternative paths for access to capital; stresses the need for alternative financing models in the early stages of the lifecycle of an S.EU; considers that entrepreneurs might want to protect themselves from ‘killer acquisitions’ to prevent the relocation of innovation, often supported by European public research funds, outside of the Union; considers merger regulation as insufficient to address that issue;

Changed:24. Considers it necessary to include safeguards for the participation of employees, employees' representatives, or both, in the affairs of a company; understands participation as it is defined in Article 2, point (k), of Directive 2001/86/EC; reiterates that the S.EU should be treated in the same manner as comparable domestic companies by its home Member State and as comparable Union foreign law companies by any host Member State whilst ensuring that the artificial use of the S.EU with a view to circumventing current levels of employee participation protection in the law of the Member States is effectively prevented; underlines that the S.EU should be subject to the rules in force concerning employee participation, if any, in the Member State of employment; stresses that, accordingly, the S.EU must introduce, in accordance with the applicable national law of the place of employment, board-level employee representation rights once the number of employees of the companyS.EU exceeds any threshold, as laid down in the national law of the place of employment, for triggering board-level employee representation rights in that Member State; considers the reference to the negotiation procedure as laid down in Articles 3 to 7 of Directive 2001/86/EC as a fallback option, provided that employee participation rights which have already been established are not circumvented;

Changed:30. Underlines that harmonised rules for employee financial participation are among the key demands of entrepreneurs that face difficulties in providing equal benefits to their employees across the internal market; highlights that the harmonised rules should be without prejudice to fiscal policy, but, rather, should allow for employees to have progressive stock options; considers that having such harmonised rules would enable employees to gain an ownership interest and directly benefit from their company’s success, fostering long-term loyalty, innovation and a fairer distribution of growth; emphasises that it is important for the Commission to establish guidelines on the valuation of equity and on vesting periods; notes in that context that taxation-related issues, that iswhich makingmake employee financial participation fiscally attractive, are both sensitive and critical to the success of attracting top talent, and therefore calls on the Commission to address such issues as part of the 28th regime package to ensure legal coherence and cross-border applicability;

Changed:32. Highlights that the legislative proposal on the 28th regime establishing an S.EU should in general bring clarity to European and foreign investors by enabling them to invest cross-border using harmonised rules;

Changed:34. Considers that the legislative proposal on the 28th regime should contain harmonised rules on equity-like debt instruments, including insolvency rules linked to those instruments, enabling investors to invest in a company without acquiring rights of control over that company;

Changed:36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswithscale-ups with research institutions to support spin-offs and knowledge transfer; underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;

Changed:Parliament proposes to call the corporate form covered by the 28th regime ‘Societas Europaea Unificata’ (S.EU) (Unified European Company). The rules for the S.EU must be the same in all Member States, and, in order to overcome fragmentation of the internal market, the Member States may not maintain or introduce, in their national law, any provisions diverging from those rules. To ensure a robust, ambitious and comprehensive regulatory framework, Parliament insists on adopting the S.EU with a legal basis that provides for the ordinary legislative procedure with a qualified majority in the Council. Parliament therefore opposes the use of Article 352(1) TFEU as a legal basis. Parliament is critical of the use of enhanced cooperation since a 28th regime would then only be applicable in a subset of Member States, which, instead of overcoming fragmentation of the internal market, would further fragment it and which would undermine the attractiveness of S.EUs, which would not, in such a case, be recognised within the entire Union. The 28th regime establishing the S.EU might have to be adopted by means of several legallegislative acts, rather than by a single comprehensive legallegislative instrument. In that case, each separate legislative proposal should provide the same safeguards when it comes to the protection of public interests such as labour law and worker and trade union rights. The corporate law elements of the regime will need to be adopted under Articles 50 and 114(1) TFEU, which are the only legal bases available for legallegislative acts in the area of corporate law that provide for the ordinary legislative procedure with qualified majority voting in the Council; Article 50 TFEU, however, only allow for the adoption of directives. Against that background the S.EU would not be an autonomous corporate form, but a national corporate form in all Member States that must consist of a set of essential elements that are harmonised by Union law,law in order to avoid gold plating and divergent national S.EUs which would go against the objective of the 28th regime. The abbreviation S.EU should be added to existing national corporate form abbreviations.

Changed:The existence of anAn S.EU should be automatically recognised in the national legal orders of all the Member States as a limited liability company.

Changed:The rules on S.EUs should be without prejudice to Union and national labour law including rules on the participation of employees, the employees’ representatives, or both, in the affairs of a company as defined in Article 2, point (k), of Directive 2001/86/EC. As a matter of principle, the S.EU should be treated by its home Member State in the same manner as the domestic limited liability company form that on which it is built and by any host Member State in the same manner as comparable Union foreign law companies, whilst ensuring that the artificial use of the S.EU with a view to circumvent current levels of employee participation protection in the law of the Member States is effectively prevented.