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amendment list, 22 July 2026

The 28th regime corporate legal framework – 'EU Inc.'

Document JURI-AM-791127 · (COM(2026)0321 – 2026/0074(COD))

Committee on Legal Affairs

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Text 1,174 paragraphs

Amendment 247

Arash Saeidi, Manon Aubry

on behalf of The Left Group

Özlem Demirel, Emma Fourreau, Damien Carême, Marina Mesure, Leila Chaibi, Anthony Smith, Mario Furore, Pasquale Tridico

Draft legislative resolution

Paragraph 1

Draft legislative resolutionAmendment
1. Adopts its position at first reading hereinafter set out;1. Rejects the Commission Proposal

Or. en

Amendment 248

Pascale Piera, Juan Carlos Girauta Vidal

Draft legislative resolution

Paragraph 1

Read the rest (1,162 paragraphs)
Draft legislative resolutionAmendment
1. Adopts its position at first reading hereinafter set out;1. Rejects the Commission proposal;

Or. fr

Amendment 249

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Title 1

Text proposed by the CommissionAmendment
Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.' (Text with EEA relevance)Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.' (Text with EEA relevance)
(This amendment applies throughout the text)

Or. fr

Amendment 250

Raffaele Stancanelli

Proposal for a regulation

Title 1

Text proposed by the CommissionAmendment
Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.' (Text with EEA relevance)Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.' (Text with EEA relevance)

Or. en

Justification

This amendment applies throughout the text.

Amendment 251

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Citation 1

Text proposed by the CommissionAmendment
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50(1) and (2) and Article 114 thereof,

Or. fr

Amendment 252

Raffaele Stancanelli

Proposal for a regulation

Citation 1

Text proposed by the CommissionAmendment
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,Having regard to the Treaty on the Functioning of the European Union, and in particular Articles 50 and 114 thereof,

Or. en

Amendment 253

Jorge Buxadé Villalba, Juan Carlos Girauta Vidal

Proposal for a regulation

Citation 1

Text proposed by the CommissionAmendment
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,Having regard to the Treaty on the Functioning of the European Union, and in particular Article 352 thereof,

Or. es

Amendment 254

Mary Khan

Proposal for a regulation

Citation 1

Text proposed by the CommissionAmendment
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,Having regard to the Treaty on the Functioning of the European Union, and in particular Article 352 thereof,

Or. en

Justification

Article 114 TFEU does not appear to be the most suitable legal basis, as the Proposal is not primarily aimed at approximating or harmonising national company law provisions. Rather, it seeks to establish a European supranational corporate form. In such circumstances, Article 352 TFEU would appear to be the more appropriate legal basis. At the very least, consideration should be given to combining Article 114 TFEU with Article 50 TEU, which specifically concerns company law measures and has traditionally served as the legal basis for legislative acts approximating national company law rules.

Amendment 255

Adrián Vázquez Lázara, Maravillas Abadía Jover

Proposal for a regulation

Recital 2

Text proposed by the CommissionAmendment
(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.(2) The European Parliament resolution "The 28th regime: a new legal framework for innovative companies" of 20 January 2026 called for an ambitious proposal focusing on company law rules and stressed that an optional 28th regime should be established through a regulation, introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others, stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards.

Or. en

Amendment 256

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 2

Text proposed by the CommissionAmendment
(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution, provide strong safeguards to protect employee participation rights and considered the use of a regulation as the most appropriate measure to introduce a 28th regime.

Or. en

Amendment 257

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 2

Text proposed by the CommissionAmendment
(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal with added value for start-ups and scale-ups, focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.

Or. en

Amendment 258

Adrián Vázquez Lázara, Maravillas Abadía Jover

Proposal for a regulation

Recital 2

Text proposed by the CommissionAmendment
(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards

Or. en

Amendment 259

Maravillas Abadía Jover, Adrián Vázquez Lázara

Proposal for a regulation

Recital 2

Text proposed by the CommissionAmendment
(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights.(2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee rights.

Or. en

Amendment 260

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 3

Text proposed by the CommissionAmendment
(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 most of the stages of the lifecycle of a company. 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. The harmonization introduced by this Regulation should respect the principles of subsidiarity and proportionality and should not go beyond what is necessary to achieve its objectives, while respecting the division of, the competences laid down in the Treaties and the diversity of the legal systems of the Member States.

Or. en

Amendment 261

Victor Negrescu

Proposal for a regulation

Recital 3

Text proposed by the CommissionAmendment
(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 of all sizes, as well as Union and third country investors. Therefore, in order to boost the Union competitiveness and strengthen social and territorial cohesion , 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 with strong safeguards for employees, creditors and the prevention of abusive or fraudulent letter-box structures. 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 while ensuring legal certainty and the protection of workers’ and creditors’ rights in restructuring and insolvency situations.

Or. en

Amendment 262

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 3

Text proposed by the CommissionAmendment
(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. 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. 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.

Or. fr

Amendment 263

Raffaele Stancanelli

Proposal for a regulation

Recital 3

Text proposed by the CommissionAmendment
(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 and voluntary set of corporate rules, including a new harmonised national legal form covering the lifecycle of a company. 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 options.

Or. en

Amendment 264

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Lukas Mandl

Proposal for a regulation

Recital 3

Text proposed by the CommissionAmendment
(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 including liquidation. 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.

Or. en

Justification

In line with amendments to delete Chapter X

Amendment 265

David Cormand

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 not-publically listed limited liability ‘EU Inc.’ company available to new and existing start-ups and scale-ups. 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 scale-ups, and their Union and third country investors while respecting the rights and needs of their employees. 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 in regard to aspects of company law not covered by this Regulation. At the same time, it should benefit from a harmonised set of rules introduced by this Regulation. Such harmonisation can facilitate cross-border business in the internal market and investment by Union and third country investors in such companies and help to ensure that those rules and procedures result in reduced administrative burden and costs for founders and start-ups and scale-ups as well as for investors. At the same time, it is important to be mindful of the risk that in some cases the use of this legal form 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.

Or. en

Amendment 266

Kira Marie Peter-Hansen

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 not-publically listed 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 while respecting the rights and needs of their employees. 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 in regard to aspects of company law not covered by this Regulation. 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. At the same time, it is important to be mindful of the risk that in some cases the use of this legal form 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.

Or. en

Amendment 267

Daniel Buda

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 corporate framework should be set out with a new legal form of a limited liability ‘EU Inc.’ company. This new company legal form should be introduced as a new legal form. The framework and the specific features of the new legal form draw on the diversity of national 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. A new legal form such as this 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. ro

Justification

The amendment clarifies that the proposed regulation aims to introduce a new legal form in addition to national forms of limited liability companies, while leaving unchanged the various national laws already in place.

Amendment 268

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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) In order to reduce legal fragmentation and facilitate cross-border business, 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 while preserving legal certainty and respecting the competence of the Member State in matters not harmonized by this Regulation.

Or. en

Amendment 269

Mario Mantovani

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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) As a first step towards a fully-fledged 28th regime, as a broader system of measures to enable businesses to operate across national borders without obstacles or burdens, 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.

Or. it

Justification

To achieve the proposal's objectives, the creation of the ‘EU Inc.’ corporate framework must be only the first step in a wider endeavour: further harmonisation is also needed in other areas to ensure that European companies can operate to their full potential and to prevent forum shopping.

Amendment 270

Victor Negrescu

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 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 across all regions of the Union, while preventing the misuse of this legal form to circumvent national labour, tax, social security or anti-money-laundering rules.

Or. en

Amendment 271

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 exclusive needs of start-ups, as defined in Article 2(1), point 1a, 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, unless otherwise provided. 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. fr

Amendment 272

Lukas Mandl

Proposal for a regulation

Recital 4

Text proposed by the CommissionAmendment
(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 as a new legal form 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.

Or. en

Amendment 273

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Recital 4 a (new)

Text proposed by the CommissionAmendment
(4a) This Regulation forms part of the Union's continuing process towards an ever closer union among the peoples of Europe, within the meaning of Article 1 of the Treaty on European Union, notably through greater convergence of corporate tax rules pursued under the proposal for a Council Directive on Business in Europe: Framework for Income Taxation (BEFIT)¹, which may also contribute to the Union's own resources in accordance with the Interinstitutional Agreement of 16 December 2020². Pending the adoption of such measures, this Regulation should not be interpreted as constituting a lex specialis affecting the national tax regimes applicable to companies falling within its scope.
¹ COM(2023) 532 final.
² Interinstitutional Agreement of 16 December 2020 between the European Parliament, the Council of the European Union and the European Commission on budgetary discipline, on cooperation in budgetary matters and on sound financial management, as well as on new own resources, including a roadmap towards the introduction of new own resources.

Or. en

Amendment 274

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 4 a (new)

Text proposed by the CommissionAmendment
(4a) This Regulation does not harmonise the classification, quantification or tax period allocation of income subject to direct taxation, which should be governed by the applicable national law, without prejudice to Union law. The provisions of Chapter X should be without prejudice to Regulation (EU) 2015/848 and, in matters not expressly harmonised, to the law applicable to insolvency proceedings determined in accordance with that Regulation.

Or. es

Amendment 275

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 4 a (new)

Text proposed by the CommissionAmendment
(4a) This Regulation is without prejudice to union and national labour and social security law , and I 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 276

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 4 b (new)

Text proposed by the CommissionAmendment
(4b) The choice of legal basis for Union legislation should rest on objective factors amenable to judicial review, which include, in particular, its aim and its content. In accordance with the judgment of the Court of Justice of 2 May 2006, Parliament v Council, C-436/03, ECLI:EU:C:2006:277, an act establishing a new European legal form, additional to national forms, governed primarily by Union law and its statutes and only secondarily by national law, leaving the existing national forms of company unchanged, does not constitute an approximation measure within the meaning of Article 114 of the Treaty on the Functioning of the European Union. The obligation to make that form available in all Member States does not change that classification where its essential elements derive directly from the Union legislation and the new form coexists with the national forms. Therefore, where it is decided to use regulation to create an optional European corporate form, such as EU Inc., and the Treaties have not provided for a specific competence to do so, the act must be based on Article 352 of the Treaty. If, on the other hand, the aim pursued is to coordinate the safeguards required of companies by Member States for the protection of the interests of partners and third parties, with a view to making those safeguards equivalent, such approximation must be effected by means of a directive in accordance with Article 50(1) and Article 50(2)(g) of the Treaty. Article 114 of the Treaty cannot be used to circumvent the type of act or the institutional and procedural requirements laid down by those provisions.

Or. es

Amendment 277

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 4 b (new)

Text proposed by the CommissionAmendment
(4b) 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 278

Axel Voss, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 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, as any limitation of scope would create legal uncertainty, increase administrative burdens and compliance costs, and reduce the attractiveness of the legal form. 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 . In order to accommodate the diversity of Member States' company law systems, Member States should be able to designate one or more relevant national legal forms for the purposes of this Regulation. Such designation should not affect the uniform application of this Regulation or the autonomous interpretation of the provisions harmonised by this Regulation. Where a Member State designates more than one such form, the articles of association should specify which designated form applies to the EU Inc.
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/oj5 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

Justification

Several Member States have concerns about the national form they should choose for the EU Inc.. In order to give flexibility, it should be clear that they can designate more than one legal form if they so wish. This is in line with the intention of the Commission.

Amendment 279

David Cormand

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 in particular to the needs of startup and scaleup companies. 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 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/oj5 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 280

Maravillas Abadía Jover, Adrián Vázquez Lázara

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 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, including social economy actors and legal forms, such as cooperatives, mutual benefit societies, associations, foundations and social enterprises, where compatible with the objectives and requirements of the EU Inc. framework. 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. In this regard, existing companies shall demonstrate effective and continuous compliance with their obligations in the areas of anti-fraud, taxation and social security. 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 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/oj5 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 281

Victor Negrescu

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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) (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. Such operations should be designed to preserve acquired employee participation rights and to protect minority shareholders and creditors, while allowing innovative equity financing structures and start-up-friendly restructuring solutions within a clear and predictable legal framework.
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/oj5 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 282

Mario Mantovani

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 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. A simple and harmonised framework also presents an opportunity for traditional businesses, mostly small and micro-sized enterprises, which are increasingly exposed to disproportionate administrative burdens, which ultimately undermine their ability to invest. What is more, 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 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/oj5 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. it

Justification

It is positive that EU Inc has been designed as an optional regime and accessible to all companies, without any limitations or conditionality. An inclusive approach is essential to prevent discrimination and provide a level playing field between different types of European companies. In this context, it is important to understand how this new corporate form will affect micro-enterprises and traditional small businesses, which are the predominant type of business entity within the European business landscape.

Amendment 283

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 Directive responds exclusively to the needs of startup companies, as defined in Article 2, point 1a. Only start-ups whose economic activity is compatible with Annex 1a are eligible to use the legal form EU Inc. Both natural and legal persons should be able to form an EU Inc. company, without prejudice to national laws applicable in areas not covered by this Regulation. 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.
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. fr

Amendment 284

Adrián Vázquez Lázara, Jörgen Warborn, Maravillas Abadía Jover

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 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. A broad scope of application is essential to ensure legal certainty, minimise administrative and compliance burdens, and preserve the attractiveness of the EU Inc. framework. 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 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/oj5 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 285

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 5

Text proposed by the CommissionAmendment
(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 should respond only to the needs of startup and scaleup. Both natural and legal persons should be able to form an EU Inc. company. EU Inc regime should be restricted to already existing companies whishing 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 Council.
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 286

Maravillas Abadía Jover

Proposal for a regulation

Recital 6

Text proposed by the CommissionAmendment
(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation. The introduction of the “EU Inc.” shall not compromise legal certainty or weaken the safeguards provided under Union law and national legal systems. Nor may this corporate form be used to circumvent or reduce existing standards in areas of general interest, in particular the fight against money laundering, the prevention of fraud and tax evasion, and the protection of workers’ rights. To that end, effective safeguards shall be incorporated to ensure the full application of mandatory rules.

Or. en

Amendment 287

Mario Mantovani

Proposal for a regulation

Recital 6

Text proposed by the CommissionAmendment
(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation. In the exercise of their respective competences, the Commission and the Member States should cooperate to ensure that this Regulation is applied consistently and to prevent divergences arising from national frameworks that may lead to a fragmentation of the legal framework applicable to EU Inc. companies or undermine the achievement of the objectives of this Regulation and the proper functioning of the internal market.

Or. it

Justification

The relationship between the future regulation and national law is the main source of potential issues with regard to this proposal. The reference to the legal systems of the Member States for all matters not covered by the regulation or the articles of association could significantly undermine the harmonisation and simplification objectives pursued under the 28th regime. It is therefore necessary to include a reference to the need for a high level of harmonisation, including through better cooperation between Member States and the European Commission.

Amendment 288

Raffaele Stancanelli

Proposal for a regulation

Recital 6

Text proposed by the CommissionAmendment
(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be set by this Directive or by the articles of association of EU Inc. companies. This Directive should provide a clear and coherent framework for the harmonisation of the matters falling within its scope, while leaving Member States the necessary flexibility in its implementation. References to national law should be clearly defined to ensure the effective application of this Directive.

Or. en

Amendment 289

Pascal Canfin

Proposal for a regulation

Recital 6

Text proposed by the CommissionAmendment
(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation, including applicable individual and collective labour law at Union and national level.

Or. en

Amendment 290

Daniel Buda

Proposal for a regulation

Recital 6

Text proposed by the CommissionAmendment
(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.(6) In order to ensure a common and unified corporate legal framework for EU Inc. companies regardless of the Member State in which they are incorporated, aspects relating to corporate matters should generally be governed by this Regulation or, where provided for in this Regulation and in accordance with national legislation, by the articles of association of EU Inc. companies. National law should apply to all matters where this is provided for by this Regulation and for matters not covered by this Regulation.

Or. ro

Amendment 291

Victor Negrescu

Proposal for a regulation

Recital 8

Text proposed by the CommissionAmendment
(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company. These safeguards on company names should contribute to the prevention of abusive or fraudulent structures and letter-box entities that could undermine fair competition, workers’ rights, creditor protection and tax justice across the Union.

Or. en

Amendment 292

Maravillas Abadía Jover, Adrián Vázquez Lázara

Proposal for a regulation

Recital 8

Text proposed by the CommissionAmendment
(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company. Those mechanisms should further enhance transparency and trust in the EU Inc. legal form and contribute to preventing its misuse for purposes contrary to Union law, including the establishment of shell or letterbox companies.

Or. en

Amendment 293

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 8

Text proposed by the CommissionAmendment
(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Registering a company name shall not affect any claim another person may have regarding the improper use of a name contrary to Union or national law, such as enforcement actions from a holder of an existing or future trade mark or national company name.

Or. en

Amendment 294

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 8

Text proposed by the CommissionAmendment
(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks and national trade marks registers should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.

Or. en

Amendment 295

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Andrea Wechsler

Proposal for a regulation

Recital 8

Text proposed by the CommissionAmendment
(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing EU Inc. company.(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the internal market, it is important that no more than one company operates under the same name. Therefore, the company name with the denomination ‘EU Inc.’ should be subject to specific rules to ensure that the name is fit for its use and unique for each company. Similarly, subsidiaries within a group should have distinguishable names, while branch names should include the unique name of the EU Inc. company that they are part of. Names which are misleading, for example where the company name refers to a public function or ownership that does not exist or suggests a purpose or object of the company that is not in accordance with its articles of association, should be prohibited. The automatic verification based on a connection between the Business Register Interconnecting System (BRIS) and the IT tools developed by the European Union Intellectual Property Office (EUIPO) central database for registered trade marks should make it easier to check that the proposed name of the EU Inc. company does not conflict with an already registered trade mark. Such connection should also serve for indicative purposes to EUIPO to inform trade mark applicants whether a trade mark is identical or similar to the name of an existing trademark, EU Inc. company or other corporate form.

Or. en

Amendment 296

Mario Mantovani

Proposal for a regulation

Recital 8 a (new)

Text proposed by the CommissionAmendment
(8a) The effectiveness of the prevention of money laundering and terrorist financing depends on the accuracy of data at source and on cooperation between authorities, not on the multiplication of requirements for businesses. This Regulation provides that effectiveness by design: founders' and directors' identity is verified at the time of incorporation using electronic identification means with a high level of assurance in accordance with Regulation (EU) No 910/2014, and the data verified in that way is automatically forwarded by the companies register to the register of beneficial owners in accordance with the once-only principle. This structure helps to implement Regulation (EU) 2024/1624 and Directive (EU) 2024/1640. Any enhanced verification should be founded on a risk-based approach and real indicators, on a case-by-case basis, without any additional systematic burden or costs for companies or widespread detriment to registration deadlines.

Or. it

Justification

This recital formally aligns the regulation with the 2024 anti-money laundering package and codifies the principle of compliance by design: Identities verified with a high level of assurance at source and automatic exchange of data between registers make checks more effective than repetitive compliance obligations imposed on businesses, which the European Court of Auditors and supervisory authorities have repeatedly found to be of little preventive value.

Amendment 297

Victor Negrescu

Proposal for a regulation

Recital 9

Text proposed by the CommissionAmendment
(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in a language customary in the sphere of international business and finance. The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in a language customary in the sphere of international business and finance. The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors and by workers’ representatives and creditors, thereby improving transparency, trust and access to justice in cross-border situations, including in less developed regions.

Or. en

Amendment 298

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Andrea Wechsler

Proposal for a regulation

Recital 9

Text proposed by the CommissionAmendment
(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in a language customary in the sphere of international business and finance. The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in English. The availability of the articles of association in English would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.

Or. en

Justification

Requiring a single common language for core corporate documents strengthens legal certainty, reduces translation costs and inconsistencies, and facilitates cross-border investment, financing and corporate transactions. English is the predominant language of international business, venture capital and financial markets and is already the working language for the overwhelming majority of cross-border corporate documentation. A single-language approach also simplifies digital procedures, standardised templates and automated processing through the EU central interface, thereby reducing administrative burdens and supporting the Regulation's digital-by-default and once-only principles. Requiring additional language versions would increase costs and complexity without contributing to the objectives of the Regulation.

Amendment 299

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 9

Text proposed by the CommissionAmendment
(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in a language customary in the sphere of international business and finance. The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company, where necessary and appropriate, and in a language customary in the sphere of international business and finance with a genuine link to the Union, such as English . The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about the EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.

Or. en

Amendment 300

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 9

Text proposed by the CommissionAmendment
(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in a language customary in the sphere of international business and finance. The availability of the articles of association in a language customary in the sphere of international business and finance would ensure that information about EU Inc. can be easily accessed and understood not only by stakeholders across the internal market, but also by third country investors.(9) The articles of association constitute the fundamental legal framework of a company, defining its internal organisation. However, Member States have divergent rules in that regard. In some Member States, companies need to have two separate documents, namely the instrument of constitution and the statutes (articles of association) and in other Member States one document is necessary. For the EU Inc., there is a need to harmonise those rules. Accordingly, regardless of the Member State of registration, the articles of association for the EU Inc. should be laid down in one single document and include a certain minimum content. Given the fundamental importance of the articles of association for business partners, public authorities, creditors, including from other Member States, and in particular for the Union and third country investors, they should exist both in the national language or languages of the Member State of registration of the EU Inc. company and in the language of each Member State in which the company pursues an activity. The availability of the articles of association in the language of each Member State of activity would ensure that information about EU Inc. can be easily accessed and understood by local stakeholders, in particular by employees, as well as by concerned third parties.

Or. fr

Amendment 301

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.deleted

Or. fr

Amendment 302

Victor Negrescu

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled and reducing legal and translation costs in particular for SMEs and start-ups. Such templates should be designed in a user-friendly manner and be compatible with digital-only formation procedures, while clearly reflecting minimum safeguards for workers, creditors and compliance with Union and national law.

Or. en

Amendment 303

Axel Voss, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Andrea Wechsler

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled. They should provide sufficient flexibility to accommodate different governance structures and share classes while preserving the contractual freedom of founders and shareholders to adapt the articles of association to the specific needs of their company in accordance with this Regulation.

Or. en

Amendment 304

Daniel Buda

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, EU templates for articles of association for EU Inc. companies should be established. EU templates, by providing model articles of association across the Union, would enable a quick incorporation process while ensuring that any formal requirements related to the articles of association are fulfilled.

Or. ro

Justification

Trimiterile la diferite șabloane ar trebui eliminate, deoarece șabloanele UE elaborate de statele membre sunt singurele mijloace de asigurare a conformității cu prezentul regulament și cu legislația națională aplicabilă în mod subsidiar, în conformitate cu articolul 4. De asemenea, se elimină mențiunea privind „înregistrarea centralizată”, deoarece referința corectă ar fi la procesul de „constituire”, care are loc în cele din urmă la autoritățile naționale competente în materie de control preventiv și la registrele comerțului, indiferent dacă se utilizează sau nu interfața centrală a UE. Ceea ce ar fi centralizat este accesul la canalele de constituire prin intermediul interfeței centrale a UE, dacă aceasta este utilizată.

Amendment 305

Raffaele Stancanelli

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailormade articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick registration process while ensuring that any formal requirements related to the articles of association are fulfilled. In addition, the templates should be calibrated to the different stages of a company’s development and developed so as to reflect real-life needs and market practices.

Or. en

Amendment 306

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick formation process.

Or. en

Amendment 307

Mary Khan

Proposal for a regulation

Recital 10

Text proposed by the CommissionAmendment
(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, harmonised and multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The harmonised EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.(10) While it should be possible for the founders to form an EU Inc. company with tailor-made articles of association, multilingual EU templates for articles of association for EU Inc. companies should be established. Otherwise, the existence of 27 different national templates for articles of association would preserve the fragmentation and extra costs for founders and companies. The EU templates, by providing model articles of association across the Union, would enable a quick centralised registration process while ensuring that any formal requirements related to the articles of association are fulfilled.

Or. en

Justification

The templates for articles of association provided for the EU Inc. should not be described as “harmonised articles of association”. The proposal does not harmonise the substantive company law rules governing the articles of association across Member States, but introduces new templates.

Amendment 308

Mario Mantovani

Proposal for a regulation

Recital 10 a (new)

Text proposed by the CommissionAmendment
(10a) EU models may include, in particular, model articles of association, model shareholders’ agreements, model subscription agreements, model convertible instruments, model simplified agreements for future equity subscriptions (simple agreements for future equity), model stock option or employee incentive schemes, as well as clauses relating to the cap table, including, amongst others, liquidation preference clauses, anti-dilution clauses, drag-along and tag-along clauses, founders’ vesting clauses, clauses relating to reserved matters, and other contractual or statutory instruments commonly used in the financing and governance of innovative enterprises and/or other enterprises. Clauses, provisions, instruments or agreements which reproduce the models, incorporate them by way of cross-reference or do not depart substantially from them shall be deemed to comply with this Regulation and with the requirements of the statutes provided for therein. Member States, registrars, notaries, administrative authorities and courts may not refuse to register, deny legal effect to, declare invalid, reclassify or disapply clauses contained in the articles of association, in shareholders’ agreements or other agreements with third parties instrumental to the financing of the EU Inc., nor may they otherwise restrict the exercise of the rights arising therefrom, on the grounds of conflict with national company law, with national legal doctrine and case-law on company matters, or with general clauses or principles of national private law, unless this is required by the Treaties, the Charter of Fundamental Rights of the European Union or this Regulation. There is nothing to prevent courts from sanctioning the exercise of rights conferred on the parties by model contracts and standard instruments to the detriment of shareholders or other counterparties, provided that the holders of those rights act in such a way that, at the time the relevant financing transaction was concluded, their conduct could not have been predicted to be inconsistent with the economic rationale of that transaction. What is more, the models should be tailored to the respective stages of a company’s development and drafted in such a way as to reflect practical needs and market practices, so that early-stage start-ups, growing scale-ups and more mature companies can each rely on provisions generally suited to their specific needs.

Or. it

Justification

The regulation should provide models not only for articles of association but also for shareholders’ agreements: in venture-capital-backed companies, the two are interdependent, and providing a model only for articles of association cancels out the benefit. The use of the model must be protected not only at the time of incorporation — precluding challenges by notaries and registrars — but throughout the company’s life, excluding ex-post judicial invalidations. The only limitation should be the abusive exercise of rights to the detriment of other parties.

Amendment 309

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 11

Text proposed by the CommissionAmendment
(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State.(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. Upon establishment however, there should be a genuine link between the place of its registered office and the place of the actual pursuit of the EU Inc.’s economic activity. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State. This regulation is without prejudice to the social security regulation (883/2004) and the place of the registered office for the EU Inc. company law form does not change the applicable legislation for mobile workers.

Or. en

Amendment 310

Pascale Piera, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 11

Text proposed by the CommissionAmendment
(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State.(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. In order to prevent any risk of circumvention of tax or social security rules and to ensure that the EU Inc. company is genuinely and effectively connected to the Member State of registration, it is required to have its central administration and principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State.

Or. fr

Amendment 311

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 11

Text proposed by the CommissionAmendment
(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State.(11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. In order to prevent regulatory arbitrage and dissociation between the applicable law and the place of effective economic activity, the registered office should be in the same Member State as, at least, the real and effective central administration or the principal place of business or of interests of the company.

Or. es

Amendment 312

Lukas Mandl

Proposal for a regulation

Recital 11 a (new)

Text proposed by the CommissionAmendment
(11a) To preserve the credibility and integrity of the EU Inc. legal form and to prevent its abusive use, an EU Inc. should comply throughout its existence with the requirements concerning its registered office and its genuine link with the Member State of registration laid down in this Regulation. Where those requirements are no longer fulfilled, the competent authorities of the Member State of registration should provide the company with the opportunity to regularise its situation within a reasonable period, including, where appropriate, by completing a cross-border conversion in accordance with this Regulation, before taking further measures. Effective cooperation between the competent authorities of the Member States is essential to ensure consistent supervision, legal certainty and the protection of creditors, shareholders and employees.

Or. en

Amendment 313

Mario Mantovani

Proposal for a regulation

Recital 11 a (new)

Text proposed by the CommissionAmendment
(11a) The freedom to choose which Member State to establish a company in should not, however, lead to opportunistic exploitation of the differences between national legal systems in the matters to which this Regulation refers, nor should it undermine the predictability and uniformity of the legal regime governing EU Inc. It is therefore appropriate, with a view to preventing forum shopping and safeguarding the proper functioning of the internal market, to ensure that the exercise of freedom of establishment is accompanied by a genuine connection with the Member State of incorporation and by consistent application of this Regulation by the Commission and the Member States.

Or. it

Justification

The proposal enables companies to choose freely which Member State they register in, regardless of where they actually carry out their economic activity. Although it provides flexibility, an approach of that kind could encourage regulatory, fiscal or social arbitrage and to the creation of companies without real economic roots.

Amendment 314

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Fully digital procedures should not prevent competent authorities, including notaries where provided for under national law, from requiring the physical appearance of applicants where justified by specific risks relating to identity fraud, abuse of legal persons, money laundering or terrorist financing.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 315

Victor Negrescu

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments that are accessible and affordable for micro, small and medium-sized enterprises and do not entail discriminatory conditions against companies established in less developed regions. Digital-only procedures should be designed with secure-by-design and privacy-by-design safeguards so as not to create new vulnerabilities for founders, workers, creditors or public authorities.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 316

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments. Where documents are required to be signed or dated, the applicable requirements on electronic identification and trust services under Union law should apply.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 317

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures while ensuring that no overlaps or duplication are created. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 318

Raffaele Stancanelli

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 319

Daniel Buda

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516and (EU) 2025/25 of the European Parliament and of the Council7, the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Digital procedures are useful to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, since considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/1151 and (EU) 2025/25 of the European Parliament and of the Council, the corporate legal framework for EU Inc. should go further in introducing rules and procedures for the optional provision of “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. ro

Amendment 320

Lukas Mandl

Proposal for a regulation

Recital 12

Text proposed by the CommissionAmendment
(12) Fully digital procedures are necessary to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Fully digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.(12) Digital procedures are useful to enable a truly efficient and competitive company set-up, operations and investment procedures that can attract both founders and investors. Therefore, while considerable progress has already been made with digitalisation of the existing Union company law, including through Directives (EU) 2019/11516 and (EU) 2025/25 of the European Parliament and of the Council7 , the corporate legal framework for EU Inc. should go further in harmonising rules and procedures by providing “digital-only” rules and processes applicable throughout the company lifecycle including as regards investment-related communications and procedures. Digital procedures should also apply where the completion of a procedure requires a payment. In that regard, it is appropriate to ensure that such payment can be made by means of widely available cross-border payment services, such as credit cards, bank transfers and any other commonly used payment instruments.
6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj6 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj
7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj7 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 (OJ L, 2025/25, 10.1.2025), ELI: http://data.europa.eu/eli/dir/2025/25/oj

Or. en

Amendment 321

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 12 a (new)

Text proposed by the CommissionAmendment
(12a) The objective of making it possible to complete the procedures provided for in this Regulation fully online is to avoid physical travel and reduce administrative burdens. That objective is compatible with the remote intervention, by secure electronic means, of authorities and professionals exercising functions related to preventive control or official authentication under national law. The equivalence between the qualified electronic signature and the handwritten signature provided for in Regulation (EU) No 910/2014 should not affect national or Union provisions on the conclusion and validity of legal acts or the requirements for notarial or equivalent authentication upon which their authenticity, enforceability or effectiveness against third parties depends. Member States may maintain those requirements where they are objectively justified, proportionate and can be fulfilled fully online or remotely.

Or. es

Amendment 322

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 13

Text proposed by the CommissionAmendment
(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should be able to purchase it in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary.deleted

Or. fr

Amendment 323

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 13

Text proposed by the CommissionAmendment
(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should be able to purchase it in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary.(13) The use of electronic identification means or European Business Wallets should not replace customer due diligence measures required under Union pr national anti-money laundering legislation.

Or. en

Amendment 324

Victor Negrescu

Proposal for a regulation

Recital 13

Text proposed by the CommissionAmendment
(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should be able to purchase it in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary.(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should be able to purchase it in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary. Use of the European Business Wallets should be based on high cybersecurity and data protection standards and should be made financially and technically accessible for SMEs, including through simplified user interfaces and guidance, so that smaller companies, workers’ representatives and creditors can effectively rely on these tools in cross-border procedures.

Or. en

Amendment 325

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 13

Text proposed by the CommissionAmendment
(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should be able to purchase it in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary.(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] will support companies in business-to-business and business-to-government communications. The EU Inc. as other companies, once formed and registered in the business register, should automatically receive a European Unique Identifier and should be able to purchase the European Business Wallets in order to securely authenticate, store and share documents. This Regulation ensures compatibility between the European Business Wallets and key digital tools, such as the EU Company Certificate and the digital EU power of attorney, for EU Inc. companies to take full advantage of the capabilities of the European Business Wallets. The European Business Wallets, together with trust services, should also constitute one of the options for EU Inc. companies to sign forms when registering a branch or setting up a subsidiary.

Or. en

Justification

Upon registration, EU Inc companies should automatically receive a European Unique Identifier to be immediately able to use the European Business Wallet as the underlying infrastructure for digital procedures.

Amendment 326

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 13 a (new)

Text proposed by the CommissionAmendment
(13a) Small and medium-sized enterprises, including startups and scaleups, often face disproportionate administrative burdens and higher costs when engaging in cross-border activities. In order to enable them to fully benefit from the digital-by-design approach of this Regulation, Member States and the Commission should promote the uptake of the digital tools and procedures provided for under this Regulation, including through guidance, awareness-raising and technical support. Such measures should facilitate the effective use of the EU central interface, the European Business Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets], and other interoperable digital solutions, thereby contributing to the digital transformation and competitiveness of European businesses.

Or. en

Amendment 327

Victor Negrescu

Proposal for a regulation

Recital 14

Text proposed by the CommissionAmendment
(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8 , which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from. At the same time, as specified in Annex II to that Regulation, the company law and insolvency procedures for all companies, thus including procedures for EU Inc. companies laid down in this Regulation, are excluded from its scope.(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8 , which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from. At the same time, as specified in Annex II to that Regulation, the company law and insolvency procedures for all companies, thus including procedures for EU Inc. companies laid down in this Regulation, are excluded from its scope. This exclusion should not result in information gaps or reduced user support for founders, workers, creditors or SMEs using EU Inc.; therefore, clear, multilingual and user-friendly information and assistance on EU Inc. company law and insolvency procedures should be made available through other Union and national digital channels, including, where appropriate, links from the Single Digital Gateway.
8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj

Or. en

Amendment 328

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 14

Text proposed by the CommissionAmendment
(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8, which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from. At the same time, as specified in Annex II to that Regulation, the company law and insolvency procedures for all companies, thus including procedures for EU Inc. companies laid down in this Regulation, are excluded from its scope.(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8, which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from.
8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI:http://data.europa.eu/eli/reg/2018/1724/oj

Or. fr

Amendment 329

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Lukas Mandl

Proposal for a regulation

Recital 14

Text proposed by the CommissionAmendment
(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8 , which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from. At the same time, as specified in Annex II to that Regulation, the company law and insolvency procedures for all companies, thus including procedures for EU Inc. companies laid down in this Regulation, are excluded from its scope.(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council8 , which establishes the Single Digital Gateway, provides for general rules related to online provision of information, procedures and assistance services relevant for the functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range of administrative procedures set out in Annex II to that Regulation, which the EU Inc. companies, as other companies, will be able to benefit from. At the same time, as specified in Annex II to that Regulation, the company law procedures for all companies, thus including procedures for EU Inc. companies laid down in this Regulation, are excluded from its scope.
8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj8 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj

Or. en

Justification

In line with the deletion of Chapter X.

Amendment 330

Pascal Canfin

Proposal for a regulation

Recital 15

Text proposed by the CommissionAmendment
(15) The Your Europe portal provides online access to information about rules and procedures stemming from Union and national law for businesses and citizens, in the areas specified in Regulation (EU) 2018/1724, including information related to starting, running and closing a business. In this context, information about the EU Inc. legal form and procedures regarding starting, running and closing an EU Inc., including links to information available on national registration websites, should be publicly available through the Your Europe portal, in accordance with Regulation (EU) 2018/1724 and Annex I to that Regulation.(15) The Your Europe portal provides online access to information about rules and procedures stemming from Union and national law for businesses and citizens, in the areas specified in Regulation (EU) 2018/1724, including information related to starting, running and closing a business. In this context, information about the EU Inc. legal form and procedures regarding starting, running and closing an EU Inc., including links to information available on national registration websites, should be publicly available through the Your Europe portal, in accordance with Regulation (EU) 2018/1724 and Annex I to that Regulation. The Your Europe portal should be strongly connected with BRIS and the single interface to provide European citizens with information on matters not covered by this Regulation.

Or. en

Amendment 331

Daniel Buda

Proposal for a regulation

Recital 15

Text proposed by the CommissionAmendment
(15) The Your Europe portal provides online access to information about rules and procedures stemming from Union and national law for businesses and citizens, in the areas specified in Regulation (EU) 2018/1724, including information related to starting, running and closing a business. In this context, information about the EU Inc. legal form and procedures regarding starting, running and closing an EU Inc., including links to information available on national registration websites, should be publicly available through the Your Europe portal, in accordance with Regulation (EU) 2018/1724 and Annex I to that Regulation.(15) The Your Europe portal provides online access to information about rules and procedures stemming from Union and national law for businesses and citizens, in the areas specified in Regulation (EU) 2018/1724, including information related to starting, running and closing a business. In this context, information about the EU Inc. legal form and procedures regarding starting, running and closing an EU Inc., including links to information available on national websites or on the national portals of the authorities, persons or bodies mandated under national law to deal with company law procedures, should be publicly available through the Your Europe portal, in accordance with Regulation (EU) 2018/1724 and Annex I to that Regulation.

Or. ro

Amendment 332

Axel Voss, Henrik Dahl, Romana Tomc, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.deleted
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. en

Justification

As employee codetermination rules would apply accordingly anyways, this is redundant.

Amendment 333

Pascal Canfin

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. In order to avoid the circumvention of national rules, an EU Inc. company should transform its branch into a subsidiary if it is located in a Member State with local employee participation rules if it has more than 500 employees. This threshold might be higher if the EU Inc. branch is located in a Member State with higher thresholds. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights , without expanding national rules into other jurisdictions. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. en

Amendment 334

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9applies to individual employment relationships involving an EU Inc. company.(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, the employee participation rules applicable to an EU Inc. are those of the Member State in which the place of work of the employees concerned is situated, with all the employees of the EU Inc., including those of its branches and subsidiaries situated in the territory of that Member State, being taken into account to determine the applicable thresholds. Failure to comply with these requirements results in the immediate withdrawal of the EU Inc. status of the company concerned, including its branches. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company, irrespective of where its registered office is located.
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. fr

Amendment 335

Angelika Niebler, Monika Hohlmeier

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company. However, an EU Inc. shall not be used to deprive employees of rights to employee participation or withhold such rights.
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. en

Amendment 336

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in a Member State in which an EU Inc. has workers, and such rules are more favourable to the workers than the rules of the Member State an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. en

Amendment 337

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 16

Text proposed by the CommissionAmendment
(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.(16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including protection afforded to employees under applicable national labour law, in particular employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company.
9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex9 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 (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex

Or. en

Amendment 338

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 17

Text proposed by the CommissionAmendment
(17) In case an EU Inc. company is created through or carries out a cross-border conversion, merger or division, such operations should follow the rules and procedures set out in Title II of Directive (EU) 2017/1132. Therefore, for example in case an EU Inc. carries out a cross-border conversion, it would convert into an EU Inc. of the destination Member State. Overall, those rules and procedures in Directive (EU) 2017/1132 aim to facilitate the cross-border mobility while providing effective safeguards for employees, minority shareholders and creditors. With a view to preserving existing employees’ rights of participation, where applicable, , the Directive provides that the company carrying out such a cross-border operation should enter into negotiations with its employees or their representatives once a threshold specified in the Directive is met, with a view to finding an amicable solution that reconciles the right of the company to carry out a cross-border operation with the employees’ rights of participation.(17) In case an EU Inc. company is created through or carries out a cross-border conversion, merger or division, such operations should follow the rules and procedures set out in Title II of Directive (EU) 2017/1132. Therefore, for example in case an EU Inc. carries out a cross-border conversion, it would convert into an EU Inc. of the destination Member State. Overall, those rules and procedures in Directive (EU) 2017/1132 aim to facilitate the cross-border mobility while providing effective safeguards for employees, minority shareholders and creditors.

Or. en

Justification

As employee codetermination rules would apply accordingly anyways, this is redundant.

Amendment 339

Mario Mantovani

Proposal for a regulation

Recital 17 a (new)

Text proposed by the CommissionAmendment
(17a) The requirement for a minimum period of existence for the conversion, merger or domestic demerger of existing companies into EU Inc. would be unbalanced in comparison with incorporation from scratch, for which no such requirement applies, and would penalise precisely those new companies, particularly start-ups, whose needs this Regulation is primarily intended to address. The prevention of abuse is sufficiently guaranteed by the prior control referred to in Article 14, which also applies to the registration of the EU Inc. resulting from the transaction, as well as by the safeguards for creditors, minority shareholders and employees provided for under national and Union law. Member States should also ensure that those transactions can be carried out completely online, without any further requests for information already available in the registers, that the resulting EU Inc. is registered within clear and short time limits, and that it does not entail any costs in addition to the maximum all-inclusive costs provided for registration, without prejudice to obligations arising from tax law, insolvency or restructuring proceedings, and duties payable for specific services actually rendered. The choice between incorporating a new EU Inc. and converting an existing company should therefore be neutral in terms of time and cost.

Or. it

Justification

This recital sets out the principle of neutrality between incorporation from scratch and the conversion of existing companies, from the perspective of access requirements, timeframes and costs, which the amendments to Article 21 implement.

Amendment 340

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 18

Text proposed by the CommissionAmendment
(18) As for other limited liability companies, the Union legal framework regarding the information and consultation of employees, including Directive 2002/14/EC10 and Directive 2009/38/EC of the European Parliament and of the Council11 , as well as Council Directive 2001/23/EC12 and Council Directive 98/59/EC13 , should also apply to EU Inc. companies where appropriate.(18) This Regulation does not affect the exercise of fundamental rights as recognized in the Member States and by Union law, including the right to negotiate, conclude and enforce collective agreements and to take industrial action. As for other limited liability companies, the Union legal framework regarding the information and consultation of employees, including Directive 2002/14/EC10 and Directive 2009/38/EC of the European Parliament and of the Council11 , as well as Council Directive 2001/23/EC12 and Council Directive 98/59/EC13 , should also apply to EU Inc. companies where appropriate.
10 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 - Joint declaration of the European Parliament, the Council and the Commission on employee representation (OJ L 80, 23.3.2002, pp. 29–34)10 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 - Joint declaration of the European Parliament, the Council and the Commission on employee representation (OJ L 80, 23.3.2002, pp. 29–34)
11 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 Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees (Recast) (OJ L 122, 16.5.2009, pp. 28–44)11 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 Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees (Recast) (OJ L 122, 16.5.2009, pp. 28–44)
12 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, pp. 16–20)12 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, pp. 16–20)
13 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, pp. 16–21)13 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, pp. 16–21)

Or. en

Amendment 341

Victor Negrescu

Proposal for a regulation

Recital 19

Text proposed by the CommissionAmendment
(19) The creation of an EU Inc. through a domestic or cross-border merger is without prejudice to the application of the legislation on the control of concentrations between undertakings, both at Union level, by Council Regulation (EC) No 139/200414 , and at Member State level.(19) The creation of an EU Inc. through a domestic or cross-border merger is without prejudice to the application of the legislation on the control of concentrations between undertakings, both at Union level, by Council Regulation (EC) No 139/200414 , and at Member State level. Such mergers should also comply with applicable Union and national provisions on workers’ information, consultation and participation, and on creditor protection and anti-abuse safeguards, so that the use of the EU Inc. form does not weaken existing social and economic protections or facilitate unfair concentration of economic power.
14 Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation) (OJ L 24, 29.1.2004, pp. 1–22)14 Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation) (OJ L 24, 29.1.2004, pp. 1–22)

Or. en

Amendment 342

Mary Khan

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, the issuance or transfer of shares, and the dissolution, liquidation and closure of the EU Inc., should be subject to effective preventive administrative,judicial, or notarial control, or any combination thereof, and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, efficient preventive controls is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. The verifications listed in Article 14 (2) should not be regarded as exhaustive. Member States should be able to maintain or provide for additional preventive controls and legality checks under their national laws. This includes, in particular, requirements that the articles of association be drawn up and certified in due legal form by authorities, persons or bodies designated under national law to handle any aspect of company formation.

Or. en

Justification

The list of preventive controls set out in Article 14 of the Proposal appears to constitute a closed or exhaustive list. This list may limit the ability of Member States to apply additional safeguards where necessary. As a result, the minimum requirements laid down in Article 14 could, in certain cases, lead to a reduction in the effectiveness of preventive controls and thereby weaken the capacity to prevent fraud, abuse and the misuse of legal entities.

Amendment 343

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. Such preventive control should include, where required under Union or national law, verification of the identity of founders, beneficial owners and persons acting on behalf of the company, as well as compliance with applicable anti-money laundering and counter-terrorist financing obligations. The time limits laid down in this Regulation shall not prevent competent authorities or notaries from carrying out the checks necessary to comply with Union or national law on anti-money laundering and counter-terrorist financing.

Or. en

Amendment 344

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. That control should include checking that beneficial ownership information is complete and consistent, and determining and verifying the identity of the beneficial owner or owners of the company. It should be possible, in accordance with the legal tradition of each Member State, to entrust the control to administrative or judicial authorities or to notaries, who should have the time and means to carry it out effectively. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.

Or. es

Amendment 345

Daniel Buda

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, the transfer or issuance of shares, and the dissolution, liquidation and closure of the EU Inc., should be subject to preventive administrative judicial or notarial control or any combination thereof and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, an efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. That preventive control should be without prejudice to national legislation that, in accordance with Member States’ legal systems, requires that the articles of association be drawn up and certified in due legal form.

Or. ro

Amendment 346

Victor Negrescu

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering and practices that undermine workers’ rights, social security contributions or creditor protection . At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. Preventive control procedures should be proportionate and streamlined, in particular for SMEs and start-ups, while ensuring that competent authorities have the necessary tools and information to identify and prevent abuse.

Or. en

Amendment 347

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, the transfer or issuance of shares, and the dissolution, liquidation and closure of the EU Inc., should be subject to preventive administrative judicial or notarial control or any combination thereof and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, an efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. That preventive control should be without prejudice to national laws that, in accordance with Member States’ legal systems, require that the articles of association be drawn up and certified in due legal form.

Or. en

Amendment 348

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, an efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle. National rules governing the calculation of time limits, including rules on working days, weekends and public holidays, should be respected. The calculation of time limits should be governed by the national law of the Member State in which the relevant procedure is carried out.

Or. en

Amendment 349

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative, judicial, notarial or any other kind of control provided for in national law, and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. This preventive control is without prejudice to the power of the Member States to carry out ex post controls, whether administrative, judicial or of any other kind, in accordance with their national laws.

Or. fr

Amendment 350

Lukas Mandl

Proposal for a regulation

Recital 20

Text proposed by the CommissionAmendment
(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.(20) The formation of an EU Inc. and in particular the articles of association, and any amendments thereof, the dissolution, liquidation and closure of the EU Inc., should be subject to preventive administrative judicial or notarial control and a legality check, as set out in this Regulation, to ensure their reliability and facilitate their use especially in cross-border situations. As with any other company form, the preventive control is essential for prevention of abusive or fraudulent letter-box companies linked to tax evasion or money laundering. At the same time, a harmonised and efficient preventive control is also key to reducing administrative formalities in the use of company information by companies, as e.g. business partners, creditors and public authorities, and to ensuring mutual recognition, and therefore, the efficient application of the “once-only” principle.

Or. en

Amendment 351

Tobiasz Bocheński, Kosma Złotowski

Proposal for a regulation

Recital 20 a (new)

Text proposed by the CommissionAmendment
(20a) The provisions of this Regulation shall not harmonise or undermine national systems of taxation, labour law or social security.

Or. en

Amendment 352

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 21

Text proposed by the CommissionAmendment
(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company. The relevant Union and national IT systems should be interoperable and enable the automatic exchange of data necessary for the application of this Regulation. The Commission should provide comprehensive financial support for the development, adaptation and operation of relevant IT infrastructure in accordance with this Regulation and following future legislation regarding the so-called “28th regime”.

Or. en

Amendment 353

Victor Negrescu

Proposal for a regulation

Recital 21

Text proposed by the CommissionAmendment
(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company. The design of the EU central interface should take into account the needs and capacities of founders and SMEs in all Member States, including those in less digitally developed regions, by providing multilingual guidance, accessibility features and simple workflows that reduce administrative burden and delays.

Or. en

Amendment 354

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 21

Text proposed by the CommissionAmendment
(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should constitute the single digital entry point for the formation of and filings by EU Inc. companies under this Regulation. It should securely transmit applications and accompanying documents to the competent business register in which the EU Inc is to be registered, which remains responsible for registration in accordance with this Regulation. The business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.

Or. en

Justification

Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.

Amendment 355

Daniel Buda

Proposal for a regulation

Recital 21

Text proposed by the CommissionAmendment
(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should function as a common access portal that is connected to and interoperable with the national portals of the competent authorities, persons or bodies mandated under national law to deal with company law procedures and should allow the completion of the relevant procedures; The EU central interface should securely transmit the information and documents to the national authorities, persons or bodies mandated under national law to deal with company law procedures of the Member State in which the EU Inc. company is to be incorporated. The interface should also allow real-time tracking of the incorporation status of the EU Inc. company.

Or. ro

Amendment 356

Maravillas Abadía Jover

Proposal for a regulation

Recital 21

Text proposed by the CommissionAmendment
(21) In order to allow founders to easily set up an EU Inc. through a Union level centralised infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a centralised, user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.(21) In order to allow founders to easily set up an EU Inc. through a Union level infrastructure regardless in which Member State they want to set up an EU Inc. company, the Commission should provide for a user-friendly ‘EU central interface’ which should allow the completion of the relevant procedures without having to use 27 divergent national ones. The EU central interface should be built as part of the existing business registers interconnection system (BRIS), which connects all Member States’ business registers and provides means of cross-border secure exchanges between business registers via the platform. The EU central interface should securely transmit the information and documents to the business register of the Member State in which the EU Inc. company is to be registered and the business registers should automatically exchange the relevant information with the preventive control authorities. The interface should also allow founders, or their authorised representatives, to track in real time the status of the registration of the EU Inc. company.

Or. en

Amendment 357

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.deleted

Or. fr

Amendment 358

Mario Mantovani

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. This maximum cost should be all-inclusive and cover all the administrative and legal formalities required, for the registration and commencement of business, depending on the legal form, without any further costs, duties or charges, however they may be labelled, being imposed on businesses in connection with registration or simply for remaining registered, in accordance with Council Directive 2008/7/EC. Only a fixed, one-off and all-inclusive fee achieves the objective of reducing administrative burden pursued by this Regulation and provides a level playing field for EU Inc. businesses, regardless of their Member State of registration. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface and on the national portals of the authorities, persons or bodies responsible for preventive control. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS, by the authorities, persons or bodies designated by national law to administer company law procedures and by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with personalised articles of association or set up a company directly with the competent national authorities, persons or bodies designated by national law to administer company law procedures and national business registers.

Or. it

Justification

The recital aligns the notion of ‘cost’ with the notion of ‘administrative burden’ used in the proposal, doing away with terminological ambiguity, and provides the interpretative criterion of comprehensiveness. Otherwise, the fragmentation of national ancillary charges — annual fees, system charges, publication costs — would create differences in actual costs between Member States that are incompatible with the unity of the 28th regime and with a level playing field in the internal market.

Amendment 359

Daniel Buda

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide access to a “fast track” company formation process including preventive administrative, judicial or notarial control, or any combination thereof, within two working days of receipt of the documents required for such a control to take place and at a maximum cost set by the legislation of the Member State where the EU Inc. is formed by using the application form and EU templates for articles of association. The application form and the EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface, as well as on the national portals of the preventive control authorities, the persons or bodies mandated under national law to deal with company law procedures. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be retrieved from BRIS by the authorities, persons or bodies mandated under national law to deal with company law procedures and from the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with the competent national authorities, persons or bodies mandated under national law to deal with company law procedures.

Or. ro

Amendment 360

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. As part of the preventive control, business registers should have the possibility to verify that the name of the company is not already in use, in order to ensure legal certainty for founders and third parties. Given that not all protected prior trade names are available in the system of interconnection of registers (BRIS), such verification should not be limited to that system but should also be possible through other relevant registers. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Amendment 361

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide access for a “fast track” company formation process including preventive administrative, judicial or notarial control, or any combination thereof, within 15 working days from the reception of the documents needed to carry out such control and at a minimum cost of EUR 1000, where the EU Inc. is formed by using the application form and the EU templates for articles of association. The application form and the EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface, as well as on the preventive control authorities, persons or bodies’ national portals. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be retrieved from BRIS by the authorities, persons or bodies mandated under national law to deal with company law procedures and the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with the competent national authorities, persons or bodies mandated under national law to deal with company law procedures.

Or. en

Amendment 362

Lukas Mandl

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation process including preventive administrative, judicial or notarial control, or any combination thereof, within 2 working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and the EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface, as well as on the preventive control authorities, persons or bodies’ national portals. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the authorities, persons or bodies mandated under national law to deal with company law procedures and the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with the competent national authorities, persons or bodies mandated under national law to deal with company law procedures and national business registers.

Or. en

Amendment 363

Victor Negrescu

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers. The fast track procedure and cost cap should be implemented in a way that particularly benefits SMEs and start-ups, while ensuring that the speed of formation does not weaken checks aimed at preventing abuse, protecting workers’ and creditors’ rights or ensuring compliance with tax, social security and anti-money-laundering obligations.

Or. en

Amendment 364

Pascal Canfin

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum and total cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. In cases of inappropriate or missing documents, the company formation should be paused and start again after submission of the needed documents, without additional costs. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers, at a cost which should not exceed the cost of setting up a company under a national legal form.

Or. en

Amendment 365

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 5 working days from the reception of the documents needed to carry out the preventive control in accordance with Article 14 and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Amendment 366

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association.

Or. en

Justification

Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.

Amendment 367

Mary Khan

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control, or any combination thereof, within two working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Justification

A time limit expressed in hours may expire outside normal business hours, including during weekends or public holidays, thereby creating practical difficulties for companies, shareholders, registries, notaries and other competent authorities involved in the procedure. By contrast, a period of "2 working days" provides a clear and predictable deadline that aligns with standard administrative and business practices, while preserving the intended level of procedural efficiency.

Amendment 368

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 2 (two) working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Amendment 369

Mary Khan

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within two working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Justification

A time limit expressed in hours may expire outside normal business hours, including during weekends or public holidays, thereby creating practical difficulties for companies, shareholders, registries, notaries and other competent authorities involved in the procedure. By contrast, a period of "2 working days" provides a clear and predictable deadline that aligns with standard administrative and business practices, while preserving the intended level of procedural efficiency.

Amendment 370

Angelika Niebler, Monika Hohlmeier

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within two working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Amendment 371

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 22

Text proposed by the CommissionAmendment
(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.(22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 2 working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers.

Or. en

Amendment 372

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 22 a (new)

Text proposed by the CommissionAmendment
(22a) In certain circumstances, the right of companies to set up an EU Inc. could be used for abusive or fraudulent purposes, such as for the circumvention of the rights of employees, social security payments or tax obligations, or for criminal purposes. In particular, it is important to counteract ‘shell’ or ‘front’ companies set up for the purpose of evading, circumventing or infringing Union or national law. If, following the preventive control, it is established that information is missing from the application in order to ensure a proper preventive control, or elements have arisen that indicate the existence of a risk of abusive or fraudulent use of the EU Inc. legal form, in particular potential tax evasion, social security evasion or money laundering, Member States can extend the period for preventive control with the time strictly necessary to carry out additional checks, which should be at least two weeks. This period shall be further extended in case the responsible authorities have asked for additional information from the prospective directors until such information is received. The assessment should consider all relevant facts and circumstances, and should take into account, where relevant, at a minimum, indicative factors relating to the characteristics of the establishment in the Member State in which the company is to be registered, including the intention of the operation, the sector, the investment, the net turnover and profit or loss, the number of employees, the composition of the balance sheet, the tax residence, the assets and their location, equipment, the beneficial owners of the company, the habitual places of work of the employees and of specific groups of employees, the place where social contributions are due, the number of employees posted in the year prior to the formation in case of a conversion within the meaning of Regulation (EC) No 883/2004 of the European Parliament and of the Council (13) and of Directive 96/71/EC of the European Parliament and of the Council (14), the number of employees working simultaneously in more than one Member State within the meaning of Regulation (EC) No 883/2004, and the commercial risks assumed by the company or companies before and after the formation of the EU Inc.The assessment should also take into account relevant facts and circumstances related to employee participation rights, in particular as regards negotiations on such rights where those negotiations were triggered by reaching four fifths of the applicable national threshold. All of those elements should be considered only as indicative factors in the overall assessment and therefore should not be regarded in isolation. The competent authority may consider that if the cross-border operation were to result in the company having its place of effective management or place of economic activity in the Member State in which the company or companies are to be registered after the cross-border operation, that would be an indication of an absence of circumstances leading to abuse or fraud. Where the competent authority concludes, including through consultation of relevant authorities, there is any abusive or fraudulent purposes leading to or aimed at the evasion or circumvention of Union or national law, or for criminal purposes, it should not allow for the formation of an EU Inc.

Or. en

Amendment 373

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 22 a (new)

Text proposed by the CommissionAmendment
(22a) Where the powers of representation, their scope, validity, amendment or revocation are not recorded in a trade register, it should be possible to check them using the authentic sources designated in accordance with the law of the home Member State. Those sources may include electronic protocols, records or notarial systems. Where appropriate and in accordance with applicable Union and national law, Member States should enable their interoperability with BRIS and other relevant interconnection systems so that the information can be checked in a secure, up-to-date manner and without duplicating the submission of documents.

Or. es

Amendment 374

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 22 a (new)

Text proposed by the CommissionAmendment
(22a) The digitalisation and simplification of company formation should not facilitate the industrial-scale or automated establishment of companies without genuine economic activity. Member States should therefore be able to introduce proportionate safeguards to detect and prevent the repetitive or coordinated establishment of multiple companies presenting common risk indicators, while respecting the freedom of establishment and the objectives of this Regulation.

Or. en

Amendment 375

Daniel Buda

Proposal for a regulation

Recital 23

Text proposed by the CommissionAmendment
(23) In order to further simplify and streamline the digital registration and filing as well as to provide optional guided forms and models for EU Inc. companies, the Commission should further develop the EU central interface towards a central digital register for EU Inc. companies, building on the functionalities of the registers of the Member States and the existing interconnection infrastructure.deleted

Or. ro

Amendment 376

Pascal Canfin

Proposal for a regulation

Recital 23

Text proposed by the CommissionAmendment
(23) In order to further simplify and streamline the digital registration and filing as well as to provide optional guided forms and models for EU Inc. companies, the Commission should further develop the EU central interface towards a central digital register for EU Inc. companies, building on the functionalities of the registers of the Member States and the existing interconnection infrastructure.deleted

Or. en

Amendment 377

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 23

Text proposed by the CommissionAmendment
(23) In order to further simplify and streamline the digital registration and filing as well as to provide optional guided forms and models for EU Inc. companies, the Commission should further develop the EU central interface towards a central digital register for EU Inc. companies, building on the functionalities of the registers of the Member States and the existing interconnection infrastructure.(23) In order to further simplify and streamline the digital registration and filing as well as to provide optional guided forms and models for EU Inc. companies, the Commission should further develop the EU central interface towards a central digital register for EU Inc. companies and towards interoperability with national registers and other possible IT systems used for realisation of this Regulation, building on the functionalities of the registers of the Member States and the existing interconnection infrastructure.

Or. en

Amendment 378

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 23 a (new)

Text proposed by the CommissionAmendment
(23a) In order to facilitate the use of the EU Inc. framework and ensure its uniform application throughout the Union, the EU central interface should provide clear and easily accessible information on the rights and obligations arising under this Regulation, the procedures applicable to EU Inc. companies, and the remaining differences resulting from the application of national law, including the national legal forms designated by Member States and the competent national authorities. Such information should be available in all official languages of the Union and be kept up to date by the Commission in cooperation with the Member States.

Or. en

Amendment 379

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 24

Text proposed by the CommissionAmendment
(24) This Regulation should not affect sectoral Union or national legislation related to specific business activities. However, in order to ensure the timely online formation of an EU Inc. company or online registration of an EU Inc. branch, Member States should not make that formation or registration conditional on obtaining any licence or authorisation before that formation or registration can be completed, unless national law so provides for the purpose of ensuring that there is proper oversight of certain activities.(24) This Regulation should not affect sectoral Union or national legislation related to specific business activities. However, in order to ensure the timely online formation of an EU Inc. company or online registration of an EU Inc. branch, Member States should not make that formation or registration conditional on obtaining any licence or authorisation before that formation or registration can be completed, unless national law so provides for the purpose of ensuring that there is proper oversight of certain activities. Nothing in this Regulation should prevent Member States from carrying out the checks and controls necessary to verify compliance with Union law and the applicable national law, including for the purposes of preventing fraud, money laundering, terrorist financing and other unlawful activities. The use of fast procedures should not result in a reduction of the safeguards or requirements laid down in the Union and national law for the prevention of money laundering and terrorist financing.

Or. en

Amendment 380

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 24

Text proposed by the CommissionAmendment
(24) This Regulation should not affect sectoral Union or national legislation related to specific business activities. However, in order to ensure the timely online formation of an EU Inc. company or online registration of an EU Inc. branch, Member States should not make that formation or registration conditional on obtaining any licence or authorisation before that formation or registration can be completed, unless national law so provides for the purpose of ensuring that there is proper oversight of certain activities.(24) This Regulation should not affect sectoral Union or national legislation related to specific business activities. Member States may apply proportionate risk-based controls where multiple applications for the formation of EU Inc. companies are submitted by the same founder, beneficial owner, authorised representative or intermediary within a limited period of time, where such applications indicate an increased risk of fraud, abuse or money laundering.

Or. en

Amendment 381

Mario Mantovani

Proposal for a regulation

Recital 24 a (new)

Text proposed by the CommissionAmendment
(24a) The 'EU Inc.' form is legally open to all founders and all enterprises, including micro, small and medium-sized enterprises and enterprises in traditional sectors, such as crafts, commerce, construction and local services, which make up the vast majority of enterprises in the Union. Those enterprises need stable, simple and understandable business models and rely mainly on bank credit rather than venture capital for their financing. In accordance with the ‘Think Small First’ principle enshrined in the Small Business Act for Europe, the standard models of articles of association, forms and procedures provided for in this Regulation should therefore be designed taking into account, among other matters, the needs of those enterprises, as defined in Commission Recommendation 2003/361/EC, without this leading to differentiated legal regimes or complications in corporate governance.

Or. it

Justification

This recital fills a gap in the proposal, which, while legally open to all companies, is only designed for start-ups and scale-ups, although 96 % of business responses to the public consultation came from SMEs. Anchoring in the ‘Think Small First’ principle and Recommendation 2003/361/EC guides implementation without creating new legal categories or differentiated regimes, preserving the unity of the 28th regime.

Amendment 382

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 25

Text proposed by the CommissionAmendment
(25) In the context of setting up a company, national law often requires founders to separately submit information about the company to several public authorities for tax, social security or anti-money laundering purposes. This leads to delays and extra costs to start running the new business. Therefore, in order to reduce administrative burden and costs and ensure the quick completion of procedures, these rules and procedures should be harmonised by ensuring a “once-only” data exchange between the business register of registration of an EU Inc. and the relevant national authorities. The application of the once-only principle in relation to tax authorities, social security authorities and the beneficial ownership registers would also contribute to tackling possible abuses by ensuring that business registers share data with other authorities as well as the beneficial ownership register, and all use the same company information.(25) The application of the once-only principle shall not prevent competent authorities or obliged entities from requesting updated information where required for customer due diligence, beneficial ownership verification or other obligations under Union or national anti-money laundering legislation. Registration of declared beneficial ownership should not be understood as confirmation of its accuracy.

Or. en

Amendment 383

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 25

Text proposed by the CommissionAmendment
(25) In the context of setting up a company, national law often requires founders to separately submit information about the company to several public authorities for tax, social security or anti-money laundering purposes. This leads to delays and extra costs to start running the new business. Therefore, in order to reduce administrative burden and costs and ensure the quick completion of procedures, these rules and procedures should be harmonised by ensuring a “once-only” data exchange between the business register of registration of an EU Inc. and the relevant national authorities. The application of the once-only principle in relation to tax authorities, social security authorities and the beneficial ownership registers would also contribute to tackling possible abuses by ensuring that business registers share data with other authorities as well as the beneficial ownership register, and all use the same company information.(25) In the context of setting up a company, national law often requires founders to separately submit information about the company to several public authorities for tax, social security or anti-money laundering purposes. This leads to delays and extra costs to start running the new business. Therefore, in order to reduce administrative burden and costs and ensure the quick completion of procedures, these rules and procedures should be harmonised by ensuring a “once-only” data exchange between the business register of registration of an EU Inc. and the relevant national authorities. The application of the once-only principle in relation to tax authorities, social security authorities and the beneficial ownership registers does not apply in cases where clarifications are needed, as it should also contribute to tackling possible abuses by ensuring that business registers share data with other authorities as well as the beneficial ownership register, and all use the same company information.

Or. en

Amendment 384

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler

Proposal for a regulation

Recital 26

Text proposed by the CommissionAmendment
(26) In case of such a once-only submission of information, the business register of registration of the EU Inc. should automatically transfer the relevant company data, including the European Unique Identifier (EUID), to the authorities responsible for the issuance of the tax identification number (TIN) and the VAT identification number, to social security authorities, as well as to the beneficial ownership register, without founders and companies having to resubmit the information to those authorities. The specific data needed for obtaining the TIN and the VAT identification number and required by the beneficial ownership register, submitted in the application form, should also be part of the automatic transfer. In addition, the EU Inc. should obtain the TIN and the VAT identification number through this digital exchange without needing to submit a separate application, except in limited justified cases where the authorities in charge of issuing the VAT identification number require additional case-specific information.(26) In case of such a once-only submission of information, the business register of registration of the EU Inc. should automatically transfer the relevant company data, including the European Unique Identifier (EUID), to the authorities responsible for the issuance of the tax identification number (TIN) and the VAT identification number, to social security authorities, as well as to the beneficial ownership register, without founders and companies having to resubmit the information to those authorities. The specific data needed for obtaining the TIN and the VAT identification number and required by the beneficial ownership register, submitted in the application form, should also be part of the automatic transfer. In addition, the EU Inc. should obtain the TIN and the VAT identification number through this digital exchange within 5 working days and without needing to submit a separate application, except in limited justified cases where the authorities in charge of issuing the VAT identification number require additional case-specific information.

Or. en

Justification

While the EU Inc promises fast registration, companies cannot operate if they do not also receive their TIN and VAT identification numbers quickly.

Amendment 385

Pascal Canfin

Proposal for a regulation

Recital 27

Text proposed by the CommissionAmendment
(27) In order to increase trust in and transparency about EU Inc. companies, to provide third parties with reliable information and to facilitate EU Inc. companies’ operations and activities in the internal market, it is crucial to ensure easy access to information about EU Inc. companies. Therefore, a harmonised set of information about EU Inc. should be made available at Union level through BRIS at the E-Justice portal thanks to the use of multilingual labels, and also in the national business registers, as it is the case for information about other Union companies. In addition, to facilitate communication with stakeholders, EU Inc. companies should disclose their identity through their official business communications and electronic presence, thereby enabling stakeholders to easily identify and contact the company, and be informed of the most relevant information about EU Inc. companies, including their EUID. All stakeholders, including companies, authorities and the public at large, need to be able to rely on company information for business purposes or in administrative procedures such as tax or labour related procedures including posting of workers or judicial proceedings. Therefore, it is important to ensure that information about EU Inc. publicly available through BRIS and in the national business registers is reliable and kept to up to date as is the case with information about other EU companies. Trustworthy and up-to-date information also contributes to the fight against fraud and abuse and ensures its use without further formalities in cross-border situations.(27) In order to increase trust in and transparency about EU Inc. companies, to provide third parties with reliable information and to facilitate EU Inc. companies’ operations and activities in the internal market, it is crucial to ensure easy access to information about EU Inc. companies. Therefore, a harmonised set of information about EU Inc. should be made available at Union level through BRIS at the E-Justice portal, free of charge, thanks to the use of multilingual labels, and also in the national business registers, as it is the case for information about other Union companies. In addition, to facilitate communication with stakeholders, EU Inc. companies should disclose their identity through their official business communications and electronic presence, thereby enabling stakeholders to easily identify and contact the company, and be informed of the most relevant information about EU Inc. companies, including their EUID. All stakeholders, including companies, authorities and the public at large, need to be able to rely on company information for business purposes or in administrative procedures such as tax or labour related procedures including posting of workers or judicial proceedings. Therefore, it is important to ensure that information about EU Inc. publicly available through BRIS and in the national business registers is reliable and kept to up to date as is the case with information about other EU companies. Trustworthy and up-to-date information also contributes to the fight against fraud and abuse and ensures its use without further formalities in cross-border situations.

Or. en

Amendment 386

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 28

Text proposed by the CommissionAmendment
(28) The reliable and up-to date information about EU Inc. companies at Union level through BRIS and in the national business registers should cover information throughout the company lifecycle including its liquidation. The national public authorities should thus be able to fully benefit from this information. At the same time, they should be required to access and consult it without asking EU Inc. companies to separately provide information unless information and documents are needed to fulfil specific procedural requirements such as completing the relevant tax declaration or proving an offer in the context of a public procurement procedure. To further facilitate access to such information, national authorities should have the possibility to directly connect to BRIS through national optional access points. Similarly, the Commission may establish optional access points to systems developed and operated by the Commission or by other Union institutions, bodies, offices or agencies to perform their administrative functions or to comply with provisions of Union law such as the optional access point opened by the European Banking Authority in the context of Regulation (EU) 2022/2554 of the European Parliament and of the Council15 .(28) The reliable and up-to date information about EU Inc. companies at Union level through BRIS and in the national business registers should cover information throughout the company lifecycle including its liquidation. The national public authorities should thus be able to fully benefit from this information. At the same time, they should be required to access and consult it without asking EU Inc. companies to separately provide information unless information and documents are needed to fulfil specific procedural requirements such as completing the relevant tax declaration or proving an offer in the context of a public procurement procedure or in exceptional cases where the competent authorities have reasonable doubts to suspect fraud, abuse or non-compliance with Union or national law, or where additional information is objectively necessary to complete the procedure. To further facilitate access to such information, national authorities should have the possibility to directly connect to BRIS through national optional access points. Similarly, the Commission may establish optional access points to systems developed and operated by the Commission or by other Union institutions, bodies, offices or agencies to perform their administrative functions or to comply with provisions of Union law such as the optional access point opened by the European Banking Authority in the context of Regulation (EU) 2022/2554 of the European Parliament and of the Council15 .
15 Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022, pp. 1–79), ELI: http://data.europa.eu/eli/reg/2022/2554/oj15 Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022, pp. 1–79), ELI: http://data.europa.eu/eli/reg/2022/2554/oj

Or. en

Amendment 387

Victor Negrescu

Proposal for a regulation

Recital 29

Text proposed by the CommissionAmendment
(29) In order to facilitate its cross-border activities in the internal market, an EU Inc. company should be able to prove that it is legally incorporated in a Member State through simple and reliable means, which other Member States should be required to recognise. Therefore, EU Inc. companies, as other Union companies, should be able to use a harmonised EU Company Certificate, introduced by Directive (EU) 2025/25, for different purposes, including in administrative procedures before national authorities or Union institutions and bodies and in judicial proceedings in other Member States. The EU Company Certificate includes essential company information about EU Inc and is issued and certified by national business registers and available in all official languages of the Union. In addition, EU Inc. should be able to use, as other Union companies, the digital EU power of attorney, which was also introduced by Directive (EU) 2025/25, in order to authorise a person to represent the company in specific procedures with a cross-border dimension. The digital EU power of attorney should be accepted as evidence of the authorised person’s entitlement to represent the EU Inc.(29) In order to facilitate its cross-border activities in the internal market, an EU Inc. company should be able to prove that it is legally incorporated in a Member State through simple and reliable means, which other Member States should be required to recognise. Therefore, EU Inc. companies, as other Union companies, should be able to use a harmonised EU Company Certificate, introduced by Directive (EU) 2025/25, for different purposes, including in administrative procedures before national authorities or Union institutions and bodies and in judicial proceedings in other Member States. The EU Company Certificate includes essential company information about EU Inc and is issued and certified by national business registers and available in all official languages of the Union. In addition, EU Inc. should be able to use, as other Union companies, the digital EU power of attorney, which was also introduced by Directive (EU) 2025/25, in order to authorise a person to represent the company in specific procedures with a cross-border dimension. The digital EU power of attorney should be accepted as evidence of the authorised person’s entitlement to represent the EU Inc. These tools should also help workers’ representatives, creditors and public authorities to verify company information quickly and without disproportionate formalities, thereby strengthening trust, legal certainty and access to justice in cross-border situations.

Or. en

Amendment 388

Victor Negrescu

Proposal for a regulation

Recital 30

Text proposed by the CommissionAmendment
(30) In order to further facilitate cross-border procedures and reduce administrative burden, an EU Inc. should be able to use its company information in cross-border situations, including when dealing with competent authorities or in judicial proceedings in another Member State without burdensome formalities. Therefore, Member States should not be able to require legalisation or any similar formality, such as an apostille, in respect of certified copies of documents and information related to EU Inc. obtained from business registers. Similarly, no legalisation or similar formality should be required for notarial acts or administrative documents and for documents and information exchanged through BRIS, such as pre-operation certificates. At the same time, in order to prevent fraud or forgery, the existing safeguards set out in Directive (EU) 2025/25 should apply, whereby it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its origin or authenticity, to verify the document or information via the issuing register or via the register in their own Member State.(30) In order to further facilitate cross-border procedures and reduce administrative burden, an EU Inc. should be able to use its company information in cross-border situations, including when dealing with competent authorities or in judicial proceedings in another Member State without burdensome formalities. Therefore, Member States should not be able to require legalisation or any similar formality, such as an apostille, in respect of certified copies of documents and information related to EU Inc. obtained from business registers. Similarly, no legalisation or similar formality should be required for notarial acts or administrative documents and for documents and information exchanged through BRIS, such as pre-operation certificates. At the same time, in order to prevent fraud or forgery, the existing safeguards set out in Directive (EU) 2025/25 should apply, whereby it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its origin or authenticity, to verify the document or information via the issuing register or via the register in their own Member State. The bilingual regime should be implemented in a way that makes information equally accessible to workers’ representatives and creditors, and should not be used to weaken the position of stakeholders who rely primarily on the official language or languages of the Member State of registration.

Or. en

Amendment 389

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 30

Text proposed by the CommissionAmendment
(30) In order to further facilitate cross-border procedures and reduce administrative burden, an EU Inc. should be able to use its company information in cross-border situations, including when dealing with competent authorities or in judicial proceedings in another Member State without burdensome formalities. Therefore, Member States should not be able to require legalisation or any similar formality, such as an apostille, in respect of certified copies of documents and information related to EU Inc. obtained from business registers. Similarly, no legalisation or similar formality should be required for notarial acts or administrative documents and for documents and information exchanged through BRIS, such as pre-operation certificates. At the same time, in order to prevent fraud or forgery, the existing safeguards set out in Directive (EU) 2025/25 should apply, whereby it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its origin or authenticity, to verify the document or information via the issuing register or via the register in their own Member State.(30) In order to further facilitate cross-border procedures and reduce administrative burden, an EU Inc. should be able to use its company information in cross-border situations, including when dealing with competent authorities or in judicial proceedings in another Member State without burdensome formalities. To prevent any frauds or criminal acts, when reasonable doubts , Member States should in exceptional cases be able to require legalisation or any similar formality, such as an apostille, in respect of certified copies of documents and information related to EU Inc. obtained from business registers. The same may apply to notarial acts or administrative documents and for documents and information exchanged through BRIS, such as pre-operation certificates. At the same time, in order to prevent fraud or forgery, the existing safeguards set out in Directive (EU) 2025/25 should apply, whereby it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its origin or authenticity, to verify the document or information via the issuing register or via the register in their own Member State.

Or. en

Amendment 390

Mario Mantovani

Proposal for a regulation

Recital 30 a (new)

Text proposed by the CommissionAmendment
(30a) Businesses adopting the legal form of an EU Inc. should also be able to make use, where compatible with this Regulation, of the instruments for cooperation between businesses provided for under Member State law. In particular, those instruments enable European micro- and small enterprises to participate more widely in research and innovation processes, in the introduction of digital technologies and in the deployment of product sustainability solutions. In the light of the establishment of the new 28th European corporate regime, the Commission should assess the merits of developing, in accordance with the principles of subsidiarity and proportionality and within the remit of Union competences, among other matters, an optional and harmonised legal framework for a European business cooperation instrument, with a view to reducing regulatory fragmentation and making cross-border collaborations easier.

Or. it

Justification

The purpose of this amendment is to recognise the value of national instruments for cooperation between enterprises and to encourage reflection on the possible development of an optional EU legal framework for a European instrument for cooperation between enterprises, with a view to fostering innovation, SMEs' competitiveness and cross-border collaboration, without affecting the structure of this regulation.

Amendment 391

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 31

Text proposed by the CommissionAmendment
(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has already made significant advances in overcoming the language barriers in company law procedures and the EU Inc. companies should benefit from those. Following the calls from companies, and in particular the startup community, to make the procedures for setting up and investing into companies available in a language customary in the sphere of international business and finance as much as possible, this Regulation makes further progress by introducing a bilingual application form and standardised articles of association, available in the official language or languages of a Member State of registration and in a language customary in the sphere of international business and finance. The public availability of both language versions of the articles of association in the business register and via BRIS will provide investors, creditors and public authorities with access to the most important company document in a language customary in the sphere of international business and finance. The use of a language customary in the sphere of international business and finance in this essential document also significantly reduces the need for translations and therefore, the administrative burden and costs for companies and stakeholders operating in the internal market. In this context, translation of copies or extracts of documents related to EU Inc. companies should not be required where the specific information can be accessed, e.g., in the EU Inc. company’s articles of association or through BRIS. Certified translation should only be required where strictly necessary, for example, where the documents are to be made publicly available in a business register or in the context of judicial proceedings.deleted

Or. fr

Amendment 392

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 31

Text proposed by the CommissionAmendment
(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has already made significant advances in overcoming the language barriers in company law procedures and the EU Inc. companies should benefit from those. Following the calls from companies, and in particular the startup community, to make the procedures for setting up and investing into companies available in a language customary in the sphere of international business and finance as much as possible, this Regulation makes further progress by introducing a bilingual application form and standardised articles of association, available in the official language or languages of a Member State of registration and in a language customary in the sphere of international business and finance. The public availability of both language versions of the articles of association in the business register and via BRIS will provide investors, creditors and public authorities with access to the most important company document in a language customary in the sphere of international business and finance. The use of a language customary in the sphere of international business and finance in this essential document also significantly reduces the need for translations and therefore, the administrative burden and costs for companies and stakeholders operating in the internal market. In this context, translation of copies or extracts of documents related to EU Inc. companies should not be required where the specific information can be accessed, e.g., in the EU Inc. company’s articles of association or through BRIS. Certified translation should only be required where strictly necessary, for example, where the documents are to be made publicly available in a business register or in the context of judicial proceedings.(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has already made significant advances in overcoming the language barriers in company law procedures and the EU Inc. companies should benefit from those. Following the calls from companies, and in particular the startup community, to make the procedures for setting up and investing into companies available in a language customary in the sphere of international business and finance as much as possible, this Regulation makes further progress by introducing a bilingual application form and standardised articles of association, available in the official language or languages of a Member State of registration and in a language customary in the sphere of international business and finance. The public availability of both language versions of the articles of association in the business register and via BRIS will provide investors, creditors and public authorities with access to the most important company document in a language customary in the sphere of international business and finance. The use of a language customary in the sphere of international business and finance in this essential document also significantly reduces the need for translations and therefore, the administrative burden and costs for companies and stakeholders operating in the internal market. However, the additional version in a language customary in the sphere of international business and finance should not adversely impact the authenticity or legal effect of the official language version, which should always prevail over the additional version. In this context, translation of copies or extracts of documents related to EU Inc. companies should not be required where the specific information can be accessed, e.g., in the EU Inc. company’s articles of association or through BRIS. Certified translation should only be required where strictly necessary, for example, where the documents are to be made publicly available in a business register or in the context of judicial proceedings.

Or. en

Amendment 393

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Andrea Wechsler

Proposal for a regulation

Recital 31

Text proposed by the CommissionAmendment
(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has already made significant advances in overcoming the language barriers in company law procedures and the EU Inc. companies should benefit from those. Following the calls from companies, and in particular the startup community, to make the procedures for setting up and investing into companies available in a language customary in the sphere of international business and finance as much as possible, this Regulation makes further progress by introducing a bilingual application form and standardised articles of association, available in the official language or languages of a Member State of registration and in a language customary in the sphere of international business and finance. The public availability of both language versions of the articles of association in the business register and via BRIS will provide investors, creditors and public authorities with access to the most important company document in a language customary in the sphere of international business and finance. The use of a language customary in the sphere of international business and finance in this essential document also significantly reduces the need for translations and therefore, the administrative burden and costs for companies and stakeholders operating in the internal market. In this context, translation of copies or extracts of documents related to EU Inc. companies should not be required where the specific information can be accessed, e.g., in the EU Inc. company’s articles of association or through BRIS. Certified translation should only be required where strictly necessary, for example, where the documents are to be made publicly available in a business register or in the context of judicial proceedings.(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has already made significant advances in overcoming the language barriers in company law procedures and the EU Inc. companies should benefit from those. Following the calls from companies, and in particular the startup community, to make the procedures for setting up and investing into companies available in English, this Regulation makes further progress by introducing a bilingual application form and standardised articles of association, available in the official language or languages of a Member State of registration and in English. The public availability of both language versions of the articles of association in the business register and via BRIS will provide investors, creditors and public authorities with access to the most important company document in English. The use of English in this essential document also significantly reduces the need for translations and therefore, the administrative burden and costs for companies and stakeholders operating in the internal market. In this context, translation of copies or extracts of documents related to EU Inc. companies should not be required where the specific information can be accessed, e.g., in the EU Inc. company’s articles of association or through BRIS. Certified translation should only be required where strictly necessary, for example, where the documents are to be made publicly available in a business register or in the context of judicial proceedings.

Or. en

Justification

Requiring a single common language for core corporate documents strengthens legal certainty, reduces translation costs and inconsistencies, and facilitates cross-border investment, financing and corporate transactions. English is the predominant language of international business, venture capital and financial markets and is already the working language for the overwhelming majority of cross-border corporate documentation. A single-language approach also simplifies digital procedures, standardised templates and automated processing through the EU central interface, thereby reducing administrative burdens and supporting the Regulation's digital-by-default and once-only principles. Requiring additional language versions would increase costs and complexity without contributing to the objectives of the Regulation.

Amendment 394

Brando Benifei

Proposal for a regulation

Recital 31 a (new)

Text proposed by the CommissionAmendment
(31a) In order to promote entrepreneurial freedom and the diversity of business models within the internal market, including in particular those centred on member participation, democratic management and long-term intergenerational business continuity it is appropriate to allow an EU Inc. to be established in the form of a cooperative (‘EU Inc. COOP’). The EU Inc. COOP shall be established and governed in accordance with the rules of this Regulation, as amended and supplemented by defining provisions of the cooperative model fully consisting with those provided for by Council Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE). The EU Inc. Coop may be established by three or more persons and shall have as its principal object the satisfaction of the needs of its own members and/or the development of their economic and social activities. The number of members and the capital shall be variable. Where the laws of the Member State of the EU INC. Coop 's registered office so permit, the statutes may provide that also persons who do not expect to use or produce the EU Inc. Coop's goods and services may be admitted as investor (non-user) members. Each member shall have one vote, regardless of the number of shares held. However, if the law of the Member State in which the EU Inc. Coop has its registered office so permits, the statutes may provide for a member to have a number of votes determined by their participation in the cooperative activity other than by way of capital contribution. The board of directors shall be composed of at least three members, the majority of whom shall be members interested in the use or production of the company’s goods and services. The statute of the EU Inc. Coop shall provide for the allocation of a portion of the annual surplus to a rebate in favour of members, proportional to the transactions carried out by each of them with the company or to the work performed by each of them for the company during the relevant financial year; such a rebate shall not be treated as a distribution of profits In the event of the dissolution and liquidation of the EU Inc. Coop, net assets shall be distributed in accordance with the principle of disinterested distribution.

Or. en

Amendment 395

René Repasi

Proposal for a regulation

Recital 31 a (new)

Text proposed by the CommissionAmendment
(31a) Without prejudice to the competence of Member States in matters of taxation, where national law requires the valuation of steward shares, Member States are encouraged to ensure that such valuation reflects the rights actually attached to such steward shares. Since steward shares do not confer economic participation rights, are not transferable, and are intended to be assumed as a responsibility rather than acquired as a transferable economic asset, their value should not be determined by reference to the market value, enterprise value or residual value of the EU Inc. SO company as a whole, but on a basis comparable to shares or membership interests in cooperatives or other legal persons whose members do not participate in the residual value of the undertaking.

Or. en

Justification

Alternative option to Recital 31d, AM 17 of the draft report.

Amendment 396

Mario Mantovani

Proposal for a regulation

Recital 31 a (new)

Text proposed by the CommissionAmendment
(31a) With a view to fostering freedom to conduct a business and the diversity of corporate models within the internal market, including, in particular, those built on member participation, democratic governance and long-term intergenerational business continuity, it is appropriate to extend ‘EU Inc.’ to cooperative societies which, as specified in their statutes, carry out innovative activities, in accordance with the conditions and characteristics set out in this Regulation or in the relevant implementing acts.

Or. it

Justification

The European single market needs a legal structure that takes due account of the plurality of business models. This amendment introduces the option for cooperatives to access EU Inc. under the same conditions as other enterprises already included and defined by this regulation.

Amendment 397

Angelika Niebler, Monika Hohlmeier

Proposal for a regulation

Recital 31 a (new)

Text proposed by the CommissionAmendment
(31a) To promote long-term company building and enhance the resilience of companies within the internal market, it should be possible to establish an EU Inc. in the form of a steward-owned EU Inc. ("EU Inc. SO"). Steward ownership is based on the permanent separation of control rights from economic participation rights. Steward shares shall not be transferable or inheritable.

Or. en

Amendment 398

Victor Negrescu

Proposal for a regulation

Recital 32

Text proposed by the CommissionAmendment
(32) EU Inc. companies should have the flexibility to organise and manage their business in accordance with their divergent needs in terms of their size, activities or market needs. Therefore, shareholders should have the freedom to determine the organisation of the EU Inc. in the articles of association while complying with the harmonised requirements laid down in this Regulation. The EU Inc. should have a board of directors with one or more directors who are natural persons and at least one director should be resident in the Union. The EU Inc. may also have additional bodies, such as a supervisory body.(32) EU Inc. companies should have the flexibility to organise and manage their business in accordance with their divergent needs in terms of their size, activities or market needs. Therefore, shareholders should have the freedom to determine the organisation of the EU Inc. in the articles of association while complying with the harmonised requirements laid down in this Regulation. The EU Inc. should have a board of directors with one or more directors who are natural persons and at least one director should be resident in the Union. The EU Inc. may also have additional bodies, such as a supervisory body. Such flexibility in governance should be exercised without prejudice to applicable Union and national rules on workers’ information, consultation and participation, and should not be used to circumvent minimum standards on corporate governance, transparency or creditor protection.

Or. en

Amendment 399

Axel Voss, Romana Tomc, Angelika Niebler, Jörgen Warborn, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler

Proposal for a regulation

Recital 32 a (new)

Text proposed by the CommissionAmendment
(32a) In order to promote good corporate governance, facilitate strategic decision-making and strengthen investor confidence, particularly in start-ups and scale-ups, EU Inc. companies with a board of directors are encouraged, where appropriate in light of their size, stage of development and business needs, to appoint at least one independent external adviser or non-executive board member with relevant professional expertise. Such appointment should remain entirely voluntary and should not affect the powers, responsibilities or liability of the board of directors under this Regulation.

Or. en

Amendment 400

Victor Negrescu

Proposal for a regulation

Recital 33

Text proposed by the CommissionAmendment
(33) To effectively manage the EU Inc. company, the board of directors should be able to exercise all powers of the company, with the exception of important matters which are reserved for the general meeting or another company body, such as the approval of annual accounts. The general meeting should also have the power to appoint or dismiss a director at any time, regardless of any terms of office agreed between the company and the director. As a principle, directors should jointly represent the EU Inc. as ‘co-directors’, but shareholders could decide that all or certain directors can represent the company individually.(33) To effectively manage the EU Inc. company, the board of directors should be able to exercise all powers of the company, with the exception of important matters which are reserved for the general meeting or another company body, such as the approval of annual accounts. The general meeting should also have the power to appoint or dismiss a director at any time, regardless of any terms of office agreed between the company and the director. As a principle, directors should jointly represent the EU Inc. as ‘co-directors’, but shareholders could decide that all or certain directors can represent the company individually. The allocation of powers within the company should ensure appropriate checks and balances, including possibilities for shareholders, and where applicable workers’ representatives, to challenge decisions that seriously affect workers’ rights, creditor interests or the long-term viability of the company.

Or. en

Amendment 401

Mario Mantovani

Proposal for a regulation

Recital 34

Text proposed by the CommissionAmendment
(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. It is also worth acknowledging that innovative activities by their very nature involve a high degree of risk and may not always be assessed against the standard of a ‘reasonably prudent’ person; therefore, the mere occurrence of commercial failure or outcomes associated with high-risk activities should not, in itself, be considered evidence of a breach of directors’ duties. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.
16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj.

Or. it

Justification

In Article 44 on directors’ duties, the proposal provides for the exemption from liability of directors who have exercised the care that a 'reasonably prudent' person would use. An approach of that kind could lead to conduct intended to prevent particularly innovative activities, which by their nature entail a high degree of risk and may not be traceable to the reasonably prudent person parameter.

Amendment 402

Victor Negrescu

Proposal for a regulation

Recital 34

Text proposed by the CommissionAmendment
(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts. The concept of the company’s best interests should be understood as encompassing the long-term interests of the company and its stakeholders, including workers and creditors, and should include a duty for directors to take timely action where there is a likelihood of insolvency, with a view to preserving value, jobs and fair treatment of creditors.
16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj

Or. en

Amendment 403

Pascal Canfin

Proposal for a regulation

Recital 34

Text proposed by the CommissionAmendment
(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Some innovative companies, by their nature, involve a high risk of commercial failure or high-risk outcomes that should not in itself be treated as evidence of a breach of directors’ duties in such cases. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.
16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj

Or. en

Amendment 404

Raffaele Stancanelli

Proposal for a regulation

Recital 34

Text proposed by the CommissionAmendment
(34) Directors of all EU Inc. companies should be subject to a harmonised set of general directors’ duties. These general duties, set out in this Regulation, should not alter or exclude any further duties that may apply in specific situations, such as the duties set out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the Council16 where there is a likelihood of insolvency. While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.(34) While exercising their mandates, directors of EU Inc. companies should act in good faith, with reasonable care, skill and diligence, which also includes ensuring that they have sufficient information so that their decisions serve the best interests of the company Moreover, due account should be taken of the fact that innovative activities may involve significant uncertainty and risks that cannot always be fully anticipated. Accordingly, the mere fact that a business decision results in commercial failure or entails a higher-risk outcome should not, by itself, constitute evidence of a breach of directors’ duties. Acting in the company’s best interest should also entail the duty to avoid conflicts of interest whereby the directors should inform the board of directors or the general meeting about any conflicts of interest and should generally not be part of decisions involving any such conflicts.
16 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj

Or. en

Amendment 405

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli

Proposal for a regulation

Recital 35

Text proposed by the CommissionAmendment
(35) In view of the diversity of possible sizes, management structures and shareholder structures of an EU Inc. company, such companies should not be subject to a uniform rule imposed by Member States for the treatment of transactions with company-related parties. However, to protect the interests of certain or all shareholders, an EU Inc. company should be able to stipulate in the articles of association that certain transactions which are directly or indirectly concluded with certain company-related parties, such as directors and shareholders, need to be submitted to the general meeting or another company body for approval or brought to its attention. Shareholders should be able to adapt the required form of approval or information procedures in the articles of association for them to best fit the company size and corporate structure.deleted

Or. fr

Amendment 406

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 35 a (new)

Text proposed by the CommissionAmendment
(35a) The digital mechanism provided for in Article 59 should constitute the ordinary channel for the transfer of shares in an EU Inc. This should not prevent the parties from voluntarily agreeing to formalise the transfer in a notarial act or other equivalent public document, including by electronic means, or prevent Member States from providing for proportionate checks on identity, capacity, representation, beneficial ownership and the prevention of money laundering. Nor should it prevent a public document from being required where it becomes necessary, in an objectively justified and proportionate manner, for the authentication of the transfer, its access to the register or its enforceability against the company or third parties, provided that the procedure can be completed fully online.

Or. es

Amendment 407

Pascal Canfin

Proposal for a regulation

Recital 36

Text proposed by the CommissionAmendment
(36) In order to facilitate and speed up the decision-making in EU Inc. companies, regardless of their Member State of registration, the rules on decision-making should be harmonised. It should be ensured that both Union and third country shareholders are able to participate in general meetings, that such meetings may be held fully online or in hybrid form, and that all shareholders can be reliably identified, participate and vote during such meetings. Similarly, in order to render the decision making more efficient, in certain situations, it should be possible to take decisions through written resolutions which could also be adopted by electronic means. Decisions should be adopted according to a quorum and based on majority requirements, while the shareholders have the flexibility to amend those in the articles of association. However, due to the significant importance of the articles of association for the company, amendments to them should be adopted under qualified majority to provide protection to minority shareholders. Harmonised rules should be set out on specific aspects where an EU Inc. is or becomes a single-member company, including on making this information publicly available in business registers and through BRIS to provide third parties with reliable information. The rules in this proposal are in line with rules for other single-member companies in the EU, set out in Directive 2009/102/EC of the European Parliament and of the Council17 .(36) In order to facilitate and speed up the decision-making in EU Inc. companies, regardless of their Member State of registration, the rules on decision-making should be harmonised. It should be ensured that both Union and third country shareholders are able to participate in general meetings, that such meetings may be held fully online or in hybrid form, and that all shareholders can be reliably identified, participate and vote during such meetings. Similarly, in order to render the decision making more efficient, in certain situations, it should be possible to take decisions through written resolutions which could also be adopted by electronic means. Decisions should be adopted according to a quorum and based on majority requirements, while the shareholders have the flexibility to amend those in the articles of association. Member States should not impose additional quorum or majority thresholds on matters specificied by this Regulation. However, due to the significant importance of the articles of association for the company, amendments to them should be adopted under qualified majority to provide protection to minority shareholders. Harmonised rules should be set out on specific aspects where an EU Inc. is or becomes a single-member company, including on making this information publicly available in business registers and through BRIS to provide third parties with reliable information. The rules in this proposal are in line with rules for other single-member companies in the EU, set out in Directive 2009/102/EC of the European Parliament and of the Council17 .
17 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 (Codified version) (OJ L 258, 1.10.2009, pp. 20–25), ELI: http://data.europa.eu/eli/dir/2009/102/2013-07-0117 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 (Codified version) (OJ L 258, 1.10.2009, pp. 20–25), ELI: http://data.europa.eu/eli/dir/2009/102/2013-07-01

Or. en

Amendment 408

Axel Voss, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Recital 36 a (new)

Text proposed by the CommissionAmendment
(36a) In order to enhance investor confidence while preserving the flexibility of the EU Inc., this Regulation should ensure an appropriate balance between entrepreneurial freedom and the protection of minority shareholders and creditors. The safeguards provided by this Regulation should be interpreted in a manner that prevents abusive conduct by controlling shareholders or directors without unduly restricting the company's ability to attract investment or raise capital.

Or. en

Amendment 409

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler

Proposal for a regulation

Recital 37

Text proposed by the CommissionAmendment
(37) In order to strike a balance between the significant influence of majority shareholders and the board of directors, the important autonomy granted by the articles of association of EU Inc. and the need for minority shareholder protection, a right of withdrawal should be provided for minority shareholders in exceptional cases of flagrant prejudice. Scenarios that could justify such a withdrawal may include, for example, cases where the company has been deprived of a significant proportion of its assets, where the general meeting has instructed directors to miss a significant business opportunity without the consent of the withdrawing shareholder or where the company's activities have changed substantially. However, the assessment of whether the company’s affairs are being conducted in an oppressive manner should be reserved to the competent court, which should take into account all relevant circumstances of the individual case.(37) In order to strike a balance between the significant influence of majority shareholders and the board of directors, the important autonomy granted by the articles of association of EU Inc. and the need for minority shareholder protection, a right of withdrawal should be provided for minority shareholders in exceptional cases of flagrant prejudice. Scenarios that could justify such a withdrawal may include, for example, cases where the company has been deprived of a significant proportion of its assets, where the general meeting has instructed directors to miss a significant business opportunity without the consent of the withdrawing shareholder or where the company's activities have changed substantially. The mere adoption of commercial decisions, including financing decisions, capital increases or the issuance of new classes of shares in accordance with this Regulation and the articles of association, shall not in itself constitute conduct giving rise to a right of withdrawal under this Regulation. However, the assessment of whether the company’s affairs are being conducted in an oppressive manner should be reserved to the competent court, which should take into account all relevant circumstances of the individual case.

Or. en

Justification

Withdrawal rights are intended to protect shareholders against fundamental changes to their rights, not against ordinary commercial decisions taken in accordance with this Regulation and the articles of association.

Amendment 410

Pascal Canfin

Proposal for a regulation

Recital 37

Text proposed by the CommissionAmendment
(37) In order to strike a balance between the significant influence of majority shareholders and the board of directors, the important autonomy granted by the articles of association of EU Inc. and the need for minority shareholder protection, a right of withdrawal should be provided for minority shareholders in exceptional cases of flagrant prejudice. Scenarios that could justify such a withdrawal may include, for example, cases where the company has been deprived of a significant proportion of its assets, where the general meeting has instructed directors to miss a significant business opportunity without the consent of the withdrawing shareholder or where the company's activities have changed substantially. However, the assessment of whether the company’s affairs are being conducted in an oppressive manner should be reserved to the competent court, which should take into account all relevant circumstances of the individual case.(37) In order to strike a balance between the significant influence of majority shareholders and the board of directors, the important autonomy granted by the articles of association of EU Inc. and the need for minority shareholder protection, a right of withdrawal should be provided for minority shareholders in exceptional cases of flagrant prejudice. Scenarios that could justify such a withdrawal may include, for example, cases where the company has been deprived of a significant proportion of its assets, where the general meeting has instructed directors to miss a significant business opportunity without the consent of the withdrawing shareholder or where the company's activities have changed substantially. However, the assessment of whether the company’s affairs are being conducted in an oppressive manner should be reserved to the competent court, which should take into account all relevant circumstances of the individual case. To ensure the protection of other minority shareholders, the court should give priority to the liability of the EU Inc. over that of other shareholders and specify the periods within which other shareholders may purchase the shares of the outgoing shareholder.

Or. en

Amendment 411

Daniel Buda

Proposal for a regulation

Recital 38

Text proposed by the CommissionAmendment
(38) Each EU Inc. company should be responsible for establishing and updating its digital share register. It should also be possible to delegate it to a third party who will be in charge of it on behalf of the company. To account for the application of new technologies, the requirements as regards shares, the digital share register and the digital share certificate should be understood as technologically neutral. Provided that the EU Inc. company meets the requirements for the digital share register and the digital share certificate, it should be free to choose how to establish and maintain the register, including the choice of whether to use distributed ledger technology for this purpose or not and whether digital share certificates should be provided in tokenised form or not. Keeping the digital register updated also entails that every share transfer is recorded and that the shareholder receives a share certificate confirming his or her status as a shareholder.(38) Each EU Inc. company should keep a share register, which can be kept in digital format.

Or. ro

Justification

The amendment ensures that Member States that uphold a high standard of reliability with regard to the register do not lose this standard. Member States placing the register under a preventive, judicial or notarial administrative review, or a combination thereof, should be able to continue to provide a sufficiently reliable basis, based on public credibility, for any presumption of shareholder rights. A system based on bookkeeping technology would not constitute an equivalent, as it does not command public credibility.

Amendment 412

Raffaele Stancanelli

Proposal for a regulation

Recital 38

Text proposed by the CommissionAmendment
(38) Each EU Inc. company should be responsible for establishing and updating its digital share register. It should also be possible to delegate it to a third party who will be in charge of it on behalf of the company. To account for the application of new technologies, the requirements as regards shares, the digital share register and the digital share certificate should be understood as technologically neutral. Provided that the EU Inc. company meets the requirements for the digital share register and the digital share certificate, it should be free to choose how to establish and maintain the register, including the choice of whether to use distributed ledger technology for this purpose or not and whether digital share certificates should be provided in tokenised form or not. Keeping the digital register updated also entails that every share transfer is recorded and that the shareholder receives a share certificate confirming his or her status as a shareholder.(38) Each EU Inc. company should be responsible for establishing and updating its share register, which may be held in digital form. It should also be possible to delegate it to a third party who will be in charge of it on behalf of the company. To account for the application of new technologies, the requirements as regards shares, the digital share register and the digital share certificate should be understood as technologically neutral. Provided that the EU Inc. company meets the requirements for the digital share register and the digital share certificate, it should be free to choose how to establish and maintain the register, including the choice of whether to use distributed ledger technology for this purpose or not and whether digital share certificates should be provided in tokenised form or not. Keeping the digital register updated also entails that every share transfer is recorded and that the shareholder receives a share certificate confirming his or her status as a shareholder.

Or. en

Amendment 413

Daniel Buda

Proposal for a regulation

Recital 39

Text proposed by the CommissionAmendment
(39) In line with the free movement of capital and to guarantee that companies have the necessary freedom to scale up and attract new investors, it should be ensured that share transfers occur without restriction, unless otherwise provided in the articles of association. Share transfers are understood to encompass both acquisitions and transfers free of charge, such as donations, and they may pertain to either complete ownership or a fraction of it.(39) In line with the free movement of capital and to guarantee that companies have the necessary freedom to scale up and attract new investors, it should be ensured that share transfers occur without restriction, unless otherwise provided in the articles of association, but in compliance with preventive controls.

Or. ro

Amendment 414

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 40

Text proposed by the CommissionAmendment
(40) While all shares should have equal rights and obligations, the EU Inc. should also be allowed to decide that classes of shares have different economic or voting rights to adapt to the requirements of certain shareholders. Member States should not prohibit or condition such distinctions by national law. Different economic or voting rights may serve a variety of purposes. For example, they may allow founders to protect the company against hostile takeovers.(40) While all shares should have equal rights and obligations, the EU Inc. should also be allowed to decide that classes of shares have different economic or voting rights to adapt to the requirements of certain shareholders. Different economic or voting rights may serve a variety of purposes. For example, they may allow founders to protect the company against hostile takeovers.

Or. en

Amendment 415

Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín

Proposal for a regulation

Recital 41

Text proposed by the CommissionAmendment
(41) To provide an EU Inc. company with a wide spectrum of financing options and its investors with credible exit opportunities, thereby enhancing the free movement of capital within the Union and from third countries, the trading of the securities of an EU Inc. company should not be limited to debt instruments. An EU Inc. company should have the possibility to access multilateral trading facilities such as SME growth markets for the trading of its shares and Member States should not prohibit such access. Where an EU Inc. company seeks the admission of its shares to trading on such markets, it should comply with all applicable requirements under Union and national laws, including those already harmonised through Regulation (EU) No 596/201418 on market abuse and Directive (EU) 2024//281019 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility.(41) To provide an EU Inc. company with a wide spectrum of financing options and its investors with credible exit opportunities, thereby enhancing the free movement of capital within the Union and from third countries, EU Inc. company should be able to seek admission to trading on regulated markets or on a multilateral trading facility. However, EU Inc. company which intends to seek admission of its shares to trading on the regulated market, should be required to convert itself first into a public limited company under national law of its registered office.
18 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/(OJ L 173, 12.6.2014, pp. 1–61), ELI: http://data.europa.eu/eli/reg/2014/596/2024-12-04
19 Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (OJ L, 2024/2810, 14.11.2024), ELI: http://data.europa.eu/eli/dir/2024/2810/oj

Or. en

Amendment 416

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 41

Text proposed by the CommissionAmendment
(41) To provide an EU Inc. company with a wide spectrum of financing options and its investors with credible exit opportunities, thereby enhancing the free movement of capital within the Union and from third countries, the trading of the securities of an EU Inc. company should not be limited to debt instruments. An EU Inc. company should have the possibility to access multilateral trading facilities such as SME growth markets for the trading of its shares and Member States should not prohibit such access. Where an EU Inc. company seeks the admission of its shares to trading on such markets, it should comply with all applicable requirements under Union and national laws, including those already harmonised through Regulation (EU) No 596/201418 on market abuse and Directive (EU) 2024//281019 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility.(41) To provide an EU Inc. company with a wide spectrum of financing options and its investors with credible exit opportunities, thereby enhancing the free movement of capital within the Union and from third countries, the trading of the securities of an EU Inc. company should not be limited to debt instruments. An EU Inc. company should have the possibility to access multilateral trading facilities such as SME growth markets for the trading of its shares and Member States should not prohibit such access. Where an EU Inc. company seeks the admission of its shares to trading on such markets, it should comply with all applicable requirements under Union and national laws, including those already harmonised through Regulation (EU) No 596/201418 on market abuse and Directive (EU) 2024//281019 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility. Adequate protection of investors and shareholders should thereby be ensured, in order to preserve and strengthen investor confidence in the Union's capital markets.
18 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/(OJ L 173, 12.6.2014, pp. 1–61), ELI: http://data.europa.eu/eli/reg/2014/596/2024-12-0418 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/(OJ L 173, 12.6.2014, pp. 1–61), ELI: http://data.europa.eu/eli/reg/2014/596/2024-12-04
19 Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (OJ L, 2024/2810, 14.11.2024), ELI: http://data.europa.eu/eli/dir/2024/2810/oj19 Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (OJ L, 2024/2810, 14.11.2024), ELI: http://data.europa.eu/eli/dir/2024/2810/oj

Or. en

Amendment 417

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 42

Text proposed by the CommissionAmendment
(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company to seek admission to trading of its shares on a regulated market. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.deleted
20 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04
21 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09
22 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

Or. fr

Amendment 418

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Pasquale Tridico

Proposal for a regulation

Recital 42

Text proposed by the CommissionAmendment
(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company to seek admission to trading of its shares on a regulated market. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21 on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.deleted
20 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04
21 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09
22 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

Or. en

Amendment 419

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 42

Text proposed by the CommissionAmendment
(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company to seek admission to trading of its shares on a regulated market. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21 on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.deleted
20 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04
21 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09
22 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

Or. en

Amendment 420

Pascal Canfin

Proposal for a regulation

Recital 42

Text proposed by the CommissionAmendment
(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company to seek admission to trading of its shares on a regulated market. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21 on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs throughout their entire lifecycle, Member States should not prohibit EU Inc. company from seeking admission to trading of its shares on a regulated market . By way of derogation from article 4(1) of this Regulation, EU Inc. companies whose shares are admitted to trading on a regulated market should be subject, for as long as those shares remain admitted, to the national law applicable to comparable listed companies in the Member State of their registered office, including the national law transposing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies, Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Directive (EU) 2017/1132 relating to certain aspects of company law. The articles of association of the EU Inc. whose shares are admitted to trading on a regulated market should comply with the national laws which apply to the legal forms admitted to trading on a regulated market in the Member State in which it has its registered office. Member States should not require an EU Inc. to convert to a national legal form as a condition of seeking or maintaining admission to trading on a regulated market. In order to ensure a level-playing field between an EU Inc. and national forms, Member States should not impose requirements on an EU Inc. seeking admission to trading on a regulated market that exceeds the applicable requirements imposed on comparable national company form seeking equivalent access to the national regulated market.
20 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04
21 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09
22 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

Or. en

Amendment 421

Mario Mantovani

Proposal for a regulation

Recital 42

Text proposed by the CommissionAmendment
(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company to seek admission to trading of its shares on a regulated market. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.(42) To further support scaleups and other more mature EU Inc. companies in meeting their equity financing needs, Member States may allow an EU Inc. company should be able to seek admission to trading of its shares on a regulated market without Member States being able to prohibit or impede it on the grounds of its legal form. Such access should equally require compliance with all applicable Union and national laws, for example the requirements set out in Regulation (EU) 2017/112920 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, Directive 2007/36/EC21 on the exercise of certain rights of shareholders in listed companies and Directive 2004/109/EC22 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
20 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-0420 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82), ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04
21 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-0921 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24), ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09
22 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-0922 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

Or. it

Justification

Making access to regulated markets subject to optional authorisation under national legislation would fragment the ‘EU Inc.’ model at its most critical juncture: eligibility for listing would depend on the country of registration, distorting the choice of domicile and penalising the very scale-ups that the proposal is intended for.

Amendment 422

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 42 a (new)

Text proposed by the CommissionAmendment
(42a) Existing Union law, in particular Directive 2004/25/EC on takeover bids and the measures adopted under the Listing Act, addresses governance aspects relevant for listed companies, such as qualified majority requirements for general meeting decisions, minority shareholder protection, and delisting and squeeze-out procedures. In order to ensure effective access of EU Inc. companies to public market financing, the consistent application of that framework to EU Inc. companies should be ensured and the Commission should provide clear guidance on its application to the EU Inc. legal form.

Or. en

Amendment 423

Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross

Proposal for a regulation

Recital 42 a (new)

Text proposed by the CommissionAmendment
(42a) An EU Inc. company wishing to have its shares admitted to trading on a regulated market must first convert to another legal form which allows it to do so, in accordance with the national law of the Member State of registration.

Or. fr

Amendment 424

Victor Negrescu

Proposal for a regulation

Recital 43

Text proposed by the CommissionAmendment
(43) Fragmentation of the laws of Member States concerning the financing of Union businesses constrains companies in their ability to attract investors, in particular from other Member States and third countries. Cross-border investors such as venture capitalists and angel investors are deterred by high transaction costs, complex cross-border due diligence, and unfamiliar national corporate structures. To overcome these barriers and align with the objectives of the Commission Communication of 19 March 2025 entitled ‘Savings and Investments Union. A Strategy to Foster Citizens’ Wealth and Economic Competitiveness in the EU’, the EU Inc. should be subject to a harmonised financing framework. This framework should be specifically designed to attract and facilitate cross-border equity investment by providing harmonised highly flexible and legally certain funding mechanisms. It should also balance and accommodate the needs of founders and of early-stage and growth investors to ensure that EU Inc. companies are highly attractive when competing for venture capital and other investments on a global scale.(43) Fragmentation of the laws of Member States concerning the financing of Union businesses constrains companies in their ability to attract investors, in particular from other Member States and third countries. Cross-border investors such as venture capitalists and angel investors are deterred by high transaction costs, complex cross-border due diligence, and unfamiliar national corporate structures. To overcome these barriers and align with the objectives of the Commission Communication of 19 March 2025 entitled ‘Savings and Investments Union. A Strategy to Foster Citizens’ Wealth and Economic Competitiveness in the EU’, the EU Inc. should be subject to a harmonised financing framework. This framework should be specifically designed to attract and facilitate cross-border equity investment by providing harmonised highly flexible and legally certain funding mechanisms. It should also balance and accommodate the needs of founders and of early-stage and growth investors to ensure that EU Inc. companies are highly attractive when competing for venture capital and other investments on a global scale while maintaining fair working conditions, responsible corporate governance and sound creditor safeguards.

Or. en

Amendment 425

Mario Mantovani

Proposal for a regulation

Recital 43 a (new)

Text proposed by the CommissionAmendment
(43a) The competitiveness of the EU Inc. model compared with the most attractive international jurisdictions for investment and venture capital also depends to a decisive extent on the corporate tax rate to which it is subject, a matter which falls outside the scope of this Regulation, which is based on Article 114 TFEU. Fragmentation into 27 national tax systems is one of the main obstacles to cross-border operations, the profitability of investments and the development of venture capital within the Union. The Commission is therefore called on to submit, on the basis of Article 115 TFEU, a proposal regarding the establishment of a favourable tax rate for EU Inc. companies that can match and compete with the highest international standards, thereby attracting, in a volatile sector such as innovation, investors who would otherwise choose more profitable ecosystems. Where unanimity cannot be achieved, the Member States concerned should consider resorting to enhanced cooperation.

Or. it

Amendment 426

Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Andrea Wechsler

Proposal for a regulation

Recital 43 a (new)

Text proposed by the CommissionAmendment
(43a) To facilitate access to early-stage financing across the Union, the Commission should make available optional harmonised and multilingual templates for standard investment documentation. Such templates should reflect widely accepted market practice and enable founders and investors to conclude seed and early-stage financing transactions quickly and at low cost while preserving contractual freedom. They may include model documentation for simple agreements for future equity (SAFE), convertible loan agreements, warrant agreements, shareholder resolutions, share issuances and other standard venture capital financing documentation.

Or. en

Justification

Access to early-stage finance remains fragmented across the Union, with founders and investors frequently relying on divergent national documentation or expensive bespoke legal advice. Optional harmonised templates based on established market practice would reduce transaction costs, accelerate investment processes and improve legal certainty for cross-border financing, particularly for start-ups and SMEs. As the templates are voluntary and preserve contractual freedom, they would support the development of a more integrated European venture capital market without interfering with parties' ability to negotiate tailored arrangements.