opinion parliamentary committee draft, 12 June 2026
On the proposal for a regulation of the European Parliament and of the Council on the 28th regime corporate legal framework – 'EU Inc.'
Document EMPL-PA-788967 · (COM(2026)0321 – C10-0080/2026 – 2026/0074(COD))
Committee on Employment and Social Affairs · Rapporteur: Johan Danielsson
AI:In short
The Committee on Employment and Social Affairs proposes amendments to the Commission's proposal for a regulation creating a harmonised 'EU Inc.' limited liability company form. The amendments narrow the form to innovative startups, exclude high-risk sectors, and shield labour and social security law from the regulation. They add anti-abuse rules: EU Inc. must not be used to circumvent wages, social security, collective bargaining, worker representation or employee participation rights, and workers keep rights at least equivalent to those where work is habitually performed. They require a local employer presence where national law demands it, employer registration with local tax and social security authorities, and board-level employee participation once national thresholds are exceeded. They set rules on distributions, employee stock option plans and share registers, and add penalties for abusing the EU Inc. form.
Position. The committee proposes amendments to the Commission's proposal: to limit the EU Inc. form to innovative startups, exclude high-risk sectors, and add safeguards so the form cannot be used to circumvent labour law, social security, collective bargaining or employee participation rights.
Key points
- The regulation should create a harmonised 'EU Inc.' limited liability company form for innovative startups in every Member State.
- Companies in construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work are excluded from the scope; the Commission may define more high-risk sectors.
- The regulation does not affect Union and national labour law, social security legislation or fundamental rights such as negotiating collective agreements and taking industrial action.
- The law on individual employment relationships continues to be governed by Regulation (EC) No 593/2008 (Rome I).
- EU Inc. companies must not be used to circumvent labour law, employer obligations, social security contributions, collective bargaining agreements or worker representation rights, and remain jointly and severally liable for employee entitlements.
- Workers of an EU Inc. company must have individual and collective rights, including information, consultation and board-level participation, at least equivalent to those in the Member State where work is habitually performed.
- EU Inc. companies must maintain a local legal or structural presence as an employer where national law requires it, and meet employer registration obligations with local tax and social security authorities.
- Employee participation rules apply according to the Member State of employment, and board-level participation rights are triggered once employee numbers in that Member State exceed the national threshold.
- If national thresholds in several Member States are exceeded, the national provisions providing the highest proportion of employee representatives apply.
- No distribution may be made while wages, social security contributions or pension entitlements are outstanding, and the board must give workers' representatives the certification statement and consult them on material impacts.
- EU employee stock option plans must grant voting and dividend rights, be voluntary, not substitute regular remuneration or social security contributions, and not be a ground for dismissal or retaliation.
- The digital register of shares must be accessible to shareholders, worker representatives, trade unions and other parties with a legitimate interest.
Who is affected
- Innovative startups, which would be the companies able to use the EU Inc. form.
- Companies in construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work, which are excluded.
- Workers and their representatives and trade unions, who keep rights at least equivalent to those where work is habitually performed.
- EU Inc. companies, which must register as employers locally, meet social security obligations and avoid abusing the form.
Figures and deadlines
Written by AI from the full text · every figure comes from the text · ¶ opens the paragraph · 25 Sept 2026 · Report a problem
Full text
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Text 258 paragraphs
AMENDMENTS
The Committee on Employment and Social Affairs submits the following to the Committee on Legal Affairs, as the committee responsible:
Amendment 1
Proposal for a regulation
Recital 1
| Text proposed by the Commission | Amendment |
|---|---|
| (1) The Commission Communication of 29 January 2025 entitled ‘A Competitiveness Compass for the EU’2 proposed a 28th regime to make it possible for innovative companies to benefit from a single, harmonised set of rules wherever they invest and operate in the internal market. The Commission Communications of 21 May 2025 entitled ‘The Single Market: our European home market in an uncertain world. A Strategy for making the Single Market simple, seamless and strong’3 and of 28 May 2025 entitled ‘The EU Startup and Scaleup Strategy Choose Europe to start and scale’4 further announced that the 28th regime would include an EU corporate legal framework based on digital-by-default solutions. | (1) The Commission Communication of 29 January 2025 entitled ‘A Competitiveness Compass for the EU’2 proposed a 28th regime to make it possible for innovative startups to benefit from a single, harmonised set of rules wherever they invest and operate in the internal market. The Commission Communications of 21 May 2025 entitled ‘The Single Market: our European home market in an uncertain world. A Strategy for making the Single Market simple, seamless and strong’3 and of 28 May 2025 entitled ‘The EU Startup and Scaleup Strategy Choose Europe to start and scale’4 further announced that the 28th regime would include an EU corporate legal framework based on digital-by-default solutions. |
| 2 Competitive Compass, January 2025 | 2 Competitive Compass, January 2025 |
| 3 Single Market Communication, May 2025 | 3 Single Market Communication, May 2025 |
| 4 EU Startup and Scaleup Strategy Communication, May 2025 | 4 EU Startup and Scaleup Strategy Communication, May 2025 |
Or. en
Amendment 2
Proposal for a regulation
Recital 3
| Text proposed by the Commission | Amendment |
|---|---|
| (3) The 27 national legal systems with distinct rules, procedures and national legal forms for limited liability companies create a fragmented and complicated corporate landscape in the Union, resulting in legal uncertainty and costs for founders, companies as well as Union and third country investors. Therefore, in order to boost the Union competitiveness, it is necessary to simplify the regulatory framework and reduce fragmentation through the approximation of laws, in particular by introducing a harmonised set of corporate rules, including a new harmonised national legal form covering the lifecycle of a company including liquidation and insolvency. Harmonised rules are also needed to enable companies to attract private investment through common fast, digital and cost-effective rules and procedures, which would make it easier for high-growth companies to scale up in the internal market and enable both Union and third country investors to invest in companies as well as offer such investors with more flexible exit options to liquidate their investment. | (3) The 27 national legal systems with distinct rules, procedures and national legal forms for limited liability companies create a fragmented and complicated corporate landscape in the Union, resulting in legal uncertainty and costs for founders, companies as well as Union and third country investors. Therefore, in order to boost the Union competitiveness, it is necessary to simplify the regulatory framework and reduce fragmentation through the approximation of laws, in particular by introducing a harmonised set of corporate rules, including a new harmonised national legal form covering the lifecycle of a company. Harmonised rules are also needed to enable innovative startups to attract private investment through common fast, digital and cost-effective rules and procedures, which would make it easier for high-growth companies to scale up in the internal market and enable both Union and third country investors to invest in startups as well as offer such investors with more flexible exit options to liquidate their investment. |
Or. en
Read the rest (246 paragraphs)
Amendment 3
Proposal for a regulation
Recital 4
| Text proposed by the Commission | Amendment |
|---|---|
| (4) A harmonised corporate framework should be set out with a new harmonised legal form of a limited liability ‘EU Inc.’ company. This new company legal form should be introduced in the national legal orders of all Member States. The framework and the specific features of the new national legal form draw on the diversity of national rules and procedures and harmonise those rules and procedures in order to meet the needs of companies, in particular start-ups and scale-ups, and their Union and third country investors. As other national legal forms, the EU Inc. should be incorporated in a Member State and generally be governed by the law of the Member State of registration. At the same time, it should benefit from a harmonised set of rules introduced by this Regulation. Such harmonisation would facilitate cross-border business in the internal market and investment by Union and third country investors in such companies and ensure that those rules and procedures result in reduced administrative burden and costs for founders and companies as well as for investors. | (4) A harmonised corporate framework should be set out with a new harmonised legal form of a limited liability ‘EU Inc.’ company. This new company legal form should be introduced in the national legal orders of all Member States. The framework and the specific features of the new national legal form draw on the diversity of national rules and procedures and harmonise those rules and procedures in order to meet the needs of start-ups and their Union and third country investors. As other national legal forms, the EU Inc. should be incorporated in a Member State and generally be governed by the law of the Member State of registration. At the same time, it should benefit from a harmonised set of rules introduced by this Regulation. Such harmonisation would facilitate cross-border business in the internal market and investment by Union and third country investors in such companies and ensure that those rules and procedures result in reduced administrative burden and costs for founders and companies as well as for investors. |
Or. en
Amendment 4
Proposal for a regulation
Recital 5
| Text proposed by the Commission | Amendment |
|---|---|
| (5) The EU Inc. framework set out in this Regulation responds in particular to the needs of startup and scaleup companies but should be legally open to all founders and companies who see it fit for their business model. Both natural and legal persons should be able to form an EU Inc. company. It should be possible to create an EU Inc. company ex nihilo and existing companies should be also able to convert into EU Inc. companies. Furthermore, existing companies, including EU Inc. companies, should also be able to set up EU Inc. subsidiaries, making the EU Inc. company legal form available for groups of companies. In addition, in particular to ensure that scale-ups could benefit from the EU Inc. framework, it should be possible to create an EU Inc. company through a domestic division or merger, or by carrying out a cross-border conversion, merger or division in accordance with the rules already harmonised by Directive (EU) 2017/1132 of the European Parliament and of the Council5 . | (5) The EU Inc. framework set out in this Regulation responds to the needs of startup companies. Both natural and legal persons should be able to form an EU Inc. company. It should be possible to create an EU Inc. company ex nihilo and existing companies should be also able to convert into EU Inc. companies. Furthermore, existing companies, including EU Inc. companies, should also be able to set up EU Inc. subsidiaries, making the EU Inc. company legal form available for groups of companies. In addition, it should be possible to create an EU Inc. company through a domestic division or merger, or by carrying out a cross-border conversion, merger or division in accordance with the rules already harmonised by Directive (EU) 2017/1132 of the European Parliament and of the Council5. |
| 5 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46), ELI: http://data.europa.eu/eli/dir/2017/1132/oj | 5 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46), ELI: http://data.europa.eu/eli/dir/2017/1132/oj |
Or. en
Amendment 5
Proposal for a regulation
Recital 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (5a) Companies operating in sectors with a higher risk of labour exploitation and abuse, such as construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work, should be excluded from the scope of this Regulation. |
Or. en
Amendment 6
Proposal for a regulation
Recital 83
| Text proposed by the Commission | Amendment |
|---|---|
| (83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. | (83) This Regulation does not affect Union and national labour law. This includes wages, working time, health and safety, equal opportunities for women and men, protection against discrimination, dismissal protection and the right to unionize and to take collective action. Union and national labour law should apply to EU Inc. companies as it applies to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. |
Or. en
Amendment 7
Proposal for a regulation
Recital 83 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (83a) This Regulation should not affect the law applicable to individual employment relationships, which should continue to be governed by Regulation (EC) No 593/2008 (Rome I). |
Or. en
Amendment 8
Proposal for a regulation
Recital 83 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (83b) EU Inc. companies should not be used to circumvent labour law and direct employer obligations, social security contributions, collective bargaining agreements, or worker representation rights guaranteed under Union and national law. EU Inc. companies should remain jointly and severally liable for all employee entitlements and social security contributions. |
Or. en
Amendment 9
Proposal for a regulation
Recital 83 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (83c) EU Inc. companies should maintain a local legal or structural presence as an employer, where such presence is required by national law, for example for the enrolment into social protection systems or for entering into collective bargaining with social partners. |
Or. en
Amendment 10
Proposal for a regulation
Recital 83 d (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (83d) The establishment of a European company form (EU Inc.), including the creation through a merger, a holding or conversion, should not be misused to circumvent, diminish, or weaken the social rights and protections guaranteed to workers under national and Union law. |
Or. en
Amendment 11
Proposal for a regulation
Recital 83 e (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (83e) To ensure social convergence and fair competition, this Regulation adheres to the principle of non-regression. Workers of an EU Inc. company should enjoy individual and collective rights, including rights to information, consultation, and board-level participation, that are at least equivalent to, and no less favourable than, those applicable to workers in the Member State, where the work is habitually performed. |
Or. en
Amendment 12
Proposal for a regulation
Article 1 – paragraph 1 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State; | (a) creating a new harmonised legal form for innovative startups of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State; |
Or. en
Amendment 13
Proposal for a regulation
Article 1 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| This Regulation does not affect Union and national labour law, that is any legal or contractual provision concerning employment conditions, working conditions, including health and safety at work, and the relationship between employers and workers. |
Or. en
Amendment 14
Proposal for a regulation
Article 1 – paragraph 1 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| This Regulation does not affect the social security legislation of Member States and its coordination at Union level. |
Or. en
Amendment 15
Proposal for a regulation
Article 1 – paragraph 1 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| This Regulation does not affect the exercise of fundamental rights as recognised in the Member States and by Union law, including the right to negotiate, conclude and enforce collective agreements and to take industrial action. |
Or. en
Amendment 16
Proposal for a regulation
Article 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article1a | |
| Scope | |
| 1. This Regulation is without prejudice to Union and national labour and social security law, in particular: | |
| (a) The law applicable to individual employment relationships, which shall continue to be governed by Regulation (EC) No 593/2008 (Rome I); | |
| (b) Mandatory protection for workers, their representatives and trade unions, and other vulnerable parties, in particular pursuant to Directive 2002/14/EC, Directive 2009/38/EC as revised by Directive 2025/2450/EU, as well as Directive 2001/23/EC and Council Directive 98/59/EC; | |
| (c) Employee participation rights as defined in Article 2 (k) of Directive 2001/86/EC. | |
| 2. The legal form of a limited liability company (EU Inc.) shall not be used by companies operating in the construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work sectors. Additional high-risk sectors may be defined by the Commission in close cooperation with Member States and social partners. |
Or. en
Amendment 17
Proposal for a regulation
Article 2 – paragraph 1 – point -1 (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (-1) Innovative startup means a company that fulfils the criteria set out in the [PO: reference to Proposal for a Commission Recommendation on the definition of innovative enterprises, startups and high-growth scaleups, C (2026) 1800]. |
Or. en
Amendment 18
Proposal for a regulation
Article 4 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Company law matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union company law, which apply to relevant national legal forms in the Member State in which the EU Inc. company has its registered office, provided that such national provisions are compatible with the specific nature of this Regulation and do not prejudice the application of Regulation (EC) No 593/2008 (Rome I). |
Or. en
Amendment 19
Proposal for a regulation
Article 4 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The provisions set out in paragraph 2 do not include the application of individual and collective labour law. The law applicable to individual employment relationships, shall be governed by Regulation (EC) No 593/2008 (Rome I). Employees of an EU Inc. company shall be guaranteed collective rights that are not less favourable than the rights applicable to workers in accordance with national and Union law in the Member State where the work is habitually performed. |
Or. en
Amendment 20
Proposal for a regulation
Article 4 – paragraph 2 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. The establishment of an EU Inc. company shall not be used to circumvent or reduce existing workers’ rights. Any circumvention shall be subject to the penalties and corrective measures provided for in the applicable national law in accordance with Article 106 of this Regulation. |
Or. en
Amendment 21
Proposal for a regulation
Article 4 – paragraph 2 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2c. In the event of a conflict between a provision of this Regulation and a provision in national or Union law that offers a higher level of protection to workers, the provision that is more favourable to the worker shall prevail. |
Or. en
Amendment 22
Proposal for a regulation
Article 9 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. company employing individuals whose habitual place of work is in a Member State other than that of the EU Inc. company’s registered office shall meet all employer registration obligations to the local tax and social security authorities, as required by that Member State. The EU Inc. company shall maintain a local legal or structural presence as an employer, where such presence is a mandatory prerequisite under national labour law. |
Or. en
Amendment 23
Proposal for a regulation
Article 12 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules, if any, applicable in the Member State of employment. |
Or. en
Amendment 24
Proposal for a regulation
Article 12 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. This Regulation is with due respect of safeguards for the participation of employees and the employees' representatives in the affairs of a company, as defined in Article 2 (k) of Council Directive 2001/86/EC. The Commission, in cooperation with Member States, shall ensure that the corporate form of the 'EU Inc.' is not used to circumvent employee participation rights existing under Union and national law. |
Or. en
Amendment 25
Proposal for a regulation
Article 12 – paragraph 2 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. EU Inc. companies shall introduce board-level employee participation rights in accordance with the applicable national law of the Member State where the work is habitually carried out. These rights shall be triggered once the total number of employees of the EU Inc. company, including its branches and subsidiaries, in that Member State exceeds the relevant threshold laid down by national law. |
Or. en
Amendment 26
Proposal for a regulation
Article 12 – paragraph 2 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2c. An EU Inc. company shall not be used to deprive employees of co-determination rights applicable in the Member State, where the work is habitually carried out or withholding such rights from them. |
Or. en
Amendment 27
Proposal for a regulation
Article 12 – paragraph 2 d (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2d. In the event of a violation of the anti-abuse prohibition, negotiations on board level employee representation rights shall be conducted in accordance with Articles 3 to 6 of Directive 2001/86/EC. In the absence of an agreement, f, the national provisions governing board level employee representation in the administrative or supervisory board of the Member State whose national threshold for employee co-determination has been exceeded shall apply accordingly. |
Or. en
Amendment 28
Proposal for a regulation
Article 12 – paragraph 2 e (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2e. If national thresholds in several Member States are exceeded, the applicable national provisions shall be those providing for the highest proportion of employee representatives in the administrative or supervisory board. |
Or. en
Amendment 29
Proposal for a regulation
Article 16 – paragraph 2 – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours, on working days, from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
Or. en
Amendment 30
Proposal for a regulation
Article 26 – paragraph 1 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the average number of employees of the EU Inc. during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data | (b) the average number of employees of the EU Inc. during the financial year, from the moment such information is extractable as data including its branches per Member State, if any; |
Or. en
Amendment 31
Proposal for a regulation
Article 37 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The digital nature of the procedures laid down in this Chapter shall not exempt an EU Inc. company from fulfilling physical or structural establishment conditions required by any Member State for the purpose of registering as an employer. |
Or. en
Amendment 32
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The 'once-only' principle and the prohibition of requesting additional information laid down in paragraph 2 shall not apply to questionnaires, data, or declarations required by social security and labour authorities to establish direct employer status or to verify compliance with national labour law. When transmitting data of workers digitally to the social security authorities in accordance with paragraph 1, the EU Inc. company shall be explicitly named as main employer. Where applicable, the EU Inc. company shall meet all licensing and co-liability conditions established required by a Member State, where habitual work is performed. |
Or. en
Amendment 33
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. Without prejudice to the applicable laws on employee participation, the general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. |
Or. en
Amendment 34
Proposal for a regulation
Article 43 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Decisions by the EU Inc. company shall be without prejudice to the right of employees’ representatives and trade unions to be informed and consulted on corporate decisions in accordance with the applicable Union and national law. |
Or. en
Amendment 35
Proposal for a regulation
Article 44 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. A director of an EU Inc. company that is a subsidiary of another undertaking may take into account the interests of the group when determining the best interests of the company, provided that such actions do not prejudice the company’s ability to satisfy its liabilities to employees or violate mandatory worker participation rights. |
Or. en
Amendment 36
Proposal for a regulation
Article 47 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The general meeting and meetings of the board of directors may be held fully online or in hybrid form. Member States shall not impose any requirements or conditions restricting the ability to hold meetings and vote by electronic means. | 1. Without prejudice to any applicable national provisions, the general meeting and meetings of the board of directors may be held fully online or in hybrid form. Member States shall not impose any requirements or conditions restricting the ability to hold meetings and vote by electronic means. |
Or. en
Amendment 37
Proposal for a regulation
Article 54 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The digital register of shares shall be accessible to shareholders, worker representatives and trade unions, and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. |
Or. en
Amendment 38
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The exercise of shareholder rights by employees participating in an EU-ESO, including the right to access information or investigate breaches under Article 56, shall not constitute a valid ground for dismissal or any other form of adverse treatment or retaliation by the employer. |
Or. en
Amendment 39
Proposal for a regulation
Article 55 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. EU employee stock option plans (EU-ESO) and the articles of association shall not exclude voting and dividend rights for employees participating in EU-ESO schemes. |
Or. en
Amendment 40
Proposal for a regulation
Article 72 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and | (a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), whereby liabilities shall explicitly include all outstanding obligations to employees, and |
Or. en
Amendment 41
Proposal for a regulation
Article 72 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. No distribution shall be authorized or carried out where the EU Inc. company has outstanding liabilities related to statutory or collectively bargained wages, social security contributions, or pension entitlements that have fallen due and remain unsatisfied. |
Or. en
Amendment 42
Proposal for a regulation
Article 72 – paragraph 5 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. Before the general meeting takes a decision on the distribution, the board of directors shall provide workers’ representatives and trade unions with the certification statement referred to in paragraph 3. Where a distribution is likely to have a material impact on the company’s investment capacity or long-term financial stability, the board shall consult with workers’ representatives in accordance with Directive 2002/14/EC. |
Or. en
Amendment 43
Proposal for a regulation
Article 78 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. | 1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. The EU-ESO shall grant voting and dividend rights to participating employees and not substitute their regular remuneration or any social security contributions. The EU-ESO participation shall be voluntary. The regulation of all components of remuneration and pay, including pensions, shall remain within the competence of Member States and shall be without prejudice to national law and collective agreements. |
Or. en
Amendment 44
Proposal for a regulation
Article 78 – paragraph 7 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 7a. Employees engaging in EU-ESO shall be provided with clear and comprehensible information on the specific class of shares granted and the related rights and risks. |
Or. en
Amendment 45
Proposal for a regulation
Article 79 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. This tax treatment shall not create incentives for EU Inc. companies to bypass national social security contribution obligations related to regular remuneration. |
Or. en
Amendment 46
Proposal for a regulation
Article 83 – paragraph 1 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the EU Inc. has no liabilities; | (c) the EU Inc. has no liabilities, including due wages and social security contributions; |
Or. en
Amendment 47
Proposal for a regulation
Chapter X
| Text proposed by the Commission | Amendment |
|---|---|
| [...] | deleted |
Or. en
This amendment deletes Chapter X as a whole.
Amendment 48
Proposal for a regulation
Chapter XI
| Text proposed by the Commission | Amendment |
|---|---|
| Chapter XI | deleted |
| PROHIBITED REQUIREMENTS | |
| Article 103 | |
| List of prohibited requirements | |
| 1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations. | |
| 2. A Member State shall not adopt or maintain any of the following with regard to EU Inc. companies whose registered office is in another Member State: | |
| (a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible; | |
| (b) measures that impose an authorisation or other requirement for taking up or exercising an economic activity based on the location of their registered office; | |
| (c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation; | |
| (d) measures that deny the use of a payment account set up in another Member State for the purposes of completing a procedure necessary to take up or exercise an economic activity or obtaining an authorisation. | |
| 3. For the purpose of this Article, the following definitions shall apply: | |
| (a) Authorisation means a formal or implied decision that is in law or in fact required from a competent authority in order to obtain access to an economic activity, exercise an economic activity or terminate it; | |
| (b) Requirement means requirement as defined in Article 4 point 7) of Directive 2006/123/EC. |
Or. en
Amendment 49
Proposal for a regulation
Article 106 – paragraph 1 – point d a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (da) the abuse of the EU Inc. legal form for the purpose of evading statutory or collectively bargained wages, social security contributions, or national and Union tax obligations; |
Or. en
Amendment 50
Proposal for a regulation
Article 106 – paragraph 1 – point d b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (db) the use of EU Inc. companies to circumvent national or Union thresholds triggering board-level employee representation or information and consultation rights; |
Or. en
Amendment 51
Proposal for a regulation
Article 106 – paragraph 1 – point d c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (dc) the use of EU employee stock option plans (EU-ESO) as a substitute for regular remuneration or social security contributions; |
Or. en