What changed between the draft committee report and the plenary report

MOTION FOR A EUROPEAN PARLIAMENT RESOLUTION

9 unchanged paragraphs

with recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies

(2025/2079(INL))

The European Parliament,

– having regard to Article 225 of the Treaty on the Functioning of the European Union,

– having regard to Articles 50 and 114(1) of the Treaty on the Functioning of the European Union,

– having regard to Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I),

– having regard to Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters,

– having regard to Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC,

– having regard to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law,

Added:– having regard to Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies,

Added:– having regard to Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions,

Added:– having regard to Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law,

Added:– having regard to Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees,

– having regard to the Communication from the Commission of 28 May 2025, entitled ‘The EU startup and scaleup strategy’ (COM(2025)270),

– having regard to Enrico Letta’s report of 17 April 2024 entitled ‘Much more than a market’,

– having regard to Mario Draghi’s report of 9 September 2024 entitled ‘The future of European competitiveness’,

Added:– having regard to the opinion of the Committee on Legal Affairs on the proposed legal basis,

– having regard to Rules 47 and 55 of its Rules of Procedure,

Change 1

Removed:A. whereas enterprises, specifically small and medium enterprises (SMEs), start-ups and scale-ups, across the Union face widely varying rules from one Member State to another; whereas this regulatory diversity and the costs of navigating unfamiliar environments hinder the pan-European financing of companies;

Added:– having regard to the report of the Committee on Legal Affairs (A10-0269/2025),

Removed:B. whereas a unified European system could be achieved not only by means of a stand-alone legal act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State;

Added:A. whereas enterprises, specifically small and medium enterprises (SMEs), start-ups and scale-ups, across the Union face regulatory frameworks which vary significantly from one Member State to another; whereas that regulatory diversity and the associated costs of navigating unfamiliar environments hinder the pan-European financing and scaling of companies;

Removed:C. whereas many start-ups and scale-ups in the Union are developing breakthrough technologies; whereas those enterprises are often acquired by foreign enterprises before they mature; whereas such acquisitions are often below the Union’s merger control thresholds;

Added:B. whereas the Commission, in its communication entitled ‘The EU Startup and Scaleup Strategy’, has highlighted that fragmentation and lower growth perspectives push innovative companies to seek financing outside Europe;

Removed:D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

Added:C. whereas the global business environment increasingly demands agility, digitalisation and access to diverse markets and talent pools, something many Union companies currently struggle to achieve due to regulatory complexity and inconsistent frameworks;

Added:D. whereas the Union, cautious to ensure that it is possible for companies to compete on equal terms, is to work, as provided for in Article 3(3) of the Treaty on European Union (TEU), for the sustainable development of Europe based on balanced economic growth and price stability, a highly competitive social market economy, aiming at full employment and social progress, and a high level of protection and improvement of the quality of the environment;

Added:E. whereas a unified European corporate law system could be achieved more efficiently not only by means of a stand-alone legal 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;

Added:F. whereas the Union has already adopted legal frameworks for a European Public Limited-Liability company, a European Cooperative Society and a European Economic Interest Grouping; whereas those corporate forms are, however, not suitable for enabling start-ups and scale-ups to operate more efficiently in the internal market;

Added:G. whereas facilitating easier access to capital and talent through a simplified and uniform legal framework will enhance the ability of SMEs, start-ups and scale-ups to compete globally, attract investment and contribute to job creation and social cohesion within the Union;

Added:H. whereas it is necessary to ensure clarity and legal certainty for European and foreign investors by enabling them to invest cross-border while using harmonised rules;

Added:I. whereas SMEs, start-ups and scale-ups need enhanced access to different forms of capital, cross-border mobility, scalability, highly skilled workers, scientific and research output, including data, public procurement, protection against ‘killer acquisitions’ and long-term investment strategies to thrive within the internal market;

Added:J. whereas SMEs, start-ups and scale-ups, many of which are social enterprises and companies founded by young or first-time entrepreneurs, play a key role in driving innovation, creating social cohesion and contributing to sustainable economic growth, yet often face greater challenges in accessing finance, networks and specialised support; whereas cooperation with universities, research institutes and technology transfer offices can accelerate the lab-to-market process, facilitate access to expertise and infrastructure, and boost the commercialisation of research results;

Added:K. whereas many start-ups and scale-ups in the Union are developing breakthrough technologies; whereas such start-ups and scale-ups are often acquired by foreign enterprises before they mature; whereas such acquisitions are often below the Union’s merger control thresholds;

Added:L. whereas SMEs, which are central to the competitiveness of the Union, particularly family-owned businesses, face succession challenges; whereas employee financial participation models can foster economic perspectives for SMEs, start-ups and scale-ups, incentivise talent and address the succession gap where family succession is not viable and, thus, support long-term stability and growth;

Added:M. whereas enhancing legal certainty and predictability for companies operating across Member States is essential to strengthening the Union’s position as a leading location for entrepreneurship, innovation and sustainable business development;

General principles

Change 2

Changed:1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th regime for innovative companies (the ‘28th regime’), which should consist of a legislativelegal proposalregime for a directive with Articles 50 and 114(1) of the Treaty on the Functioning of the European Union (TFEU) as the legal bases;companies;

Change 3

Removed:2. Is firmly opposed to using Article 352(1) TFEU as a legal basis because that would delay the adoption of the legislative proposal due to the requirement for unanimity; is critical about the use of enhanced cooperation as referred to in Article 20 of the Treaty on European Union and Article 329 TFEU or intergovernmental agreements for the purpose of establishing the 28th regime;

Added: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 legal 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 legal 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 legal 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;

Removed:3. Acknowledges the fact that Articles 50 and 114(1) TFEU require harmonisation measures in company law that necessitate implementation in the national law of Member States; considers that maximum harmonisation is to be preferred in this case in order to ensure uniform rules in all Member States;

Added:3. Is critical of the use of enhanced cooperation as referred to in Article 20 TEU and Article 329 TFEU for the purpose of establishing the 28th regime; underlines that such an approach risks fragmenting the internal market, contrary to the Union’s integration process;

Removed:4. Considers the 28th regime as a step towards further deepening the internal market and greater European integration;

Added:4. Acknowledges the fact that harmonisation measures in company law, based on Articles 50 and 114(1) TFEU necessitate implementation in the national law of Member States; considers that a maximum harmonisation directive containing a clearly defined set of core matters, without prejudice to labour and social law, is necessary in this case in order to ensure that there are uniform rules in all Member States, without creating additional administrative or financial barriers for businesses;

Added:5. Considers that the need for uniformity, efficiency, coherence and legal certainty, called for by economic operators, such as globally innovative SMEs, start-ups and scale-ups, and investors in the sector, makes it necessary to adopt a maximum harmonisation directive;

Added:6. Calls on the Commission to assess the benefits of a coherent framework, including on taxation issues, with added value for start-ups and scale-ups, as part of the 28th regime package in order to attract international investments and support innovation and growth in the Union; stresses that the Commission should facilitate coordination and encourage best practices to reduce barriers that hinder cross-border operations, investment and the attraction of talent;

Added:7. Considers that the 28th regime is a strategic step towards further deepening the internal market, thereby advancing European integration and competitive strength;

8. Reiterates that companies which voluntarily opt in to the 28th regime should be bound by its rules;

Change 4

Changed:6.9. Emphasises that a company’s choice to opt in to the 28th regime must be automatically recognised in the national legal orders of all 27 Member States;

Change 5

Changed:7.10. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for weakerworkers, their representatives and trade unions, and other vulnerable parties; underlines that the 28th regime must notunder no circumstances become a vehicle to undermineundermine, reduce, weaken or circumvent existing levels of protection;protection at Union or national level; insists that effective safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Change 6

Removed:The 28th regime for innovative companies

Added:11. Considers the establishment of a 28th regime fundamental for innovation, competitiveness and growth and believes that the proposal, along with the related regulatory and executive measures, should be adopted and implemented as quickly as possible;

Added:The 28th regime legal framework

12. Is of the opinion that the 28th regime should mainly concern company law rules and that only limited liability companies not listed on the stock market should be able to participate in it; considers that the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms;

Change 7

Changed:9.13. Proposes naming the corporate form covered by the 28th regime the ‘European‘Societas Start-UpEuropaea andUnificata’ Scale-Up’(S.EU company- (ESSU);Unified callsEuropean forCompany), thewhich abbreviationentails ‘ESSU’adding tothe beabbreviation added‘S.EU’ to existing national corporate form abbreviations;

Change 8

Changed:10.14. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individuallabour and collectivesocial labourlaw, lawincluding rules on employee participation as defined in Article 2, point (k), of Directive 2001/86/EC and rules on collective agreements applicable in the place of employment; stresses that S.EUs must be subject to the same Union and national rules on employeeinsolvency codetermination;and must not derogate from any rules granting workers preferential protection in insolvency proceedings;

Change 9

Changed:11.15. Highlights the need tofor simplifysimple and digital company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an ESSUS.EU to be completed digitally within 48 hours;hours, while ensuring legal certainty; calls for the possibilitycompulsory tointegration submitof digital tools for submitting company documents and disclosing information online throughout the lifecycle of the corporate formS.EU and for the full implementation of the ‘once only’ principle for the registration and administration of an ESSU;S.EU; considerscalls thatfor the possibility of allowing digital procedures, such as digital meetings for general assemblies and board meetings, should be possible;meetings;

Change 10

Removed:12. Calls for the creation of a uniform Union-level digital company register to serve as a direct entry point for registering ESSUs, complementing and extending the existing Business Register Interconnection System (BRIS);

Added: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, 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;