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amendment list, 22 July 2026

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

Document JURI-AM-791128 · (COM(2026)0321 – 2026/0074(COD))

Committee on Legal Affairs

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Text 1,737 paragraphs

Amendment 427

Daniel Buda

Proposal for a regulation

Recital 44

Text proposed by the CommissionAmendment
(44) In order to provide flexible conditions for investment throughout the Union, the shares of an EU Inc. company should not be required to have a nominal value. By default, the shares should also not represent a fraction of the company’s capital. The economic and control rights attached to a share should accordingly also not depend on a contribution made to capital. The EU Inc. should have the possibility to offer the appropriate rights and ask for the consideration for shares that is in the interest of the company and that best attracts equity investment in it, not being constrained by a mandatory link between its capital and shares.(44) In order to provide flexible conditions for investment throughout the Union, the shares of an EU Inc. company should not be required to have a stated nominal value. In addition, the EU Inc. should have the possibility to offer the appropriate rights and ask for the consideration for shares that is in the interest of the company and that best attracts equity investment in it.

Or. ro

Amendment 428

Victor Negrescu

Proposal for a regulation

Recital 44

Text proposed by the CommissionAmendment
(44) In order to provide flexible conditions for investment throughout the Union, the shares of an EU Inc. company should not be required to have a nominal value. By default, the shares should also not represent a fraction of the company’s capital. The economic and control rights attached to a share should accordingly also not depend on a contribution made to capital. The EU Inc. should have the possibility to offer the appropriate rights and ask for the consideration for shares that is in the interest of the company and that best attracts equity investment in it, not being constrained by a mandatory link between its capital and shares.(44) In order to provide flexible conditions for investment throughout the Union, the shares of an EU Inc. company should not be required to have a nominal value. By default, the shares should also not represent a fraction of the company’s capital. The economic and control rights attached to a share should accordingly also not depend on a contribution made to capital. The EU Inc. should have the possibility to offer the appropriate rights and ask for the consideration for shares that is in the interest of the company and that best attracts equity investment in it, not being constrained by a mandatory link between its capital and shares. Such flexibility should be combined with clear disclosure requirements and safeguards to prevent abusive dilution of existing shareholders, including employees holding shares or options, and to avoid structures that unduly undermine creditor protection.

Or. en

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Amendment 429

Daniel Buda

Proposal for a regulation

Recital 45

Text proposed by the CommissionAmendment
(45) Enabling shares without a nominal value is particularly important to facilitate common arrangements for venture capital and early-stage financing. In traditional par-value systems, shares cannot be issued below their nominal value, which creates structural obstacles during critical situations where a company’s valuation has decreased and new shares need to be issued in a 'down round' at a lower price to raise new equity. Furthermore, non-par value shares facilitate the seamless operation of convertible instruments such as Simple Agreements for Future Equity (SAFE) and Keep It Simple Securities (KISS). Where such instruments require a conversion at a fluctuating, discounted price, the rigid application of the par value principle could legally prevent their execution. By removing the mandatory requirements for a par value of shares, the EU Inc. is equipped to price its equity dynamically, absorb valuation fluctuations and enter into investment arrangements with terms in accordance with global market standards.(45) Enabling shares without a stated nominal value is particularly important to facilitate common arrangements for venture capital and early-stage financing. Furthermore, non-par value shares facilitate the seamless operation of convertible instruments such as Simple Agreements for Future Equity (SAFE) and Keep It Simple Securities (KISS).

Or. ro

Amendment 430

Victor Negrescu

Proposal for a regulation

Recital 45

Text proposed by the CommissionAmendment
(45) Enabling shares without a nominal value is particularly important to facilitate common arrangements for venture capital and early-stage financing. In traditional par-value systems, shares cannot be issued below their nominal value, which creates structural obstacles during critical situations where a company’s valuation has decreased and new shares need to be issued in a 'down round' at a lower price to raise new equity. Furthermore, non-par value shares facilitate the seamless operation of convertible instruments such as Simple Agreements for Future Equity (SAFE) and Keep It Simple Securities (KISS). Where such instruments require a conversion at a fluctuating, discounted price, the rigid application of the par value principle could legally prevent their execution. By removing the mandatory requirements for a par value of shares, the EU Inc. is equipped to price its equity dynamically, absorb valuation fluctuations and enter into investment arrangements with terms in accordance with global market standards.(45) Enabling shares without a nominal value is particularly important to facilitate common arrangements for venture capital and early-stage financing. In traditional par-value systems, shares cannot be issued below their nominal value, which creates structural obstacles during critical situations where a company’s valuation has decreased and new shares need to be issued in a 'down round' at a lower price to raise new equity. Furthermore, non-par value shares facilitate the seamless operation of convertible instruments such as Simple Agreements for Future Equity (SAFE) and Keep It Simple Securities (KISS). Where such instruments require a conversion at a fluctuating, discounted price, the rigid application of the par value principle could legally prevent their execution. By removing the mandatory requirements for a par value of shares, the EU Inc. is equipped to price its equity dynamically, absorb valuation fluctuations and enter into investment arrangements with terms in accordance with global market standards. In such arrangements, appropriate transparency and fairness safeguards should ensure that existing shareholders, including employees and small investors, are not disproportionately disadvantaged by repeated down rounds or complex convertible instruments.

Or. en

Amendment 431

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 46

Text proposed by the CommissionAmendment
(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The amount of capital of the EU Inc. should therefore not be required by law and may be 0 EUR throughout the company‘s lifetime. In the absence of capital, modern and highly effective safeguards for creditors should be achieved through other means, notably through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules.(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The amount of capital of the EU Inc. should therefore not be required by law and may be 0 EUR throughout the company‘s lifetime. In the absence of capital, modern and highly effective safeguards for creditors should be achieved through other means, notably through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules. Nevertheless, Member States should be permitted to retain, for EU Inc. companies registered in their territory, the requirement to build up a legal reserve from profits and to have such tests externally verified by a statutory auditor or independent expert, where their national law so provides for equivalent legal forms.

Or. es

Amendment 432

Victor Negrescu

Proposal for a regulation

Recital 46

Text proposed by the CommissionAmendment
(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The amount of capital of the EU Inc. should therefore not be required by law and may be 0 EUR throughout the company‘s lifetime. In the absence of capital, modern and highly effective safeguards for creditors should be achieved through other means, notably through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules.(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The amount of capital of the EU Inc. should therefore not be required by law and may be 0 EUR throughout the company‘s lifetime. In the absence of capital, modern and highly effective safeguards for creditors should be achieved through other means, notably through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules. These modern safeguards should be clearly defined and enforceable, and should ensure that distributions do not prejudice the legitimate interests of creditors or employees, in particular in situations approaching insolvency or restructuring.

Or. en

Amendment 433

Daniel Buda

Proposal for a regulation

Recital 46

Text proposed by the CommissionAmendment
(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The amount of capital of the EU Inc. should therefore not be required by law and may be 0 EUR throughout the company‘s lifetime. In the absence of capital, modern and highly effective safeguards for creditors should be achieved through other means, notably through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules.(46) An EU Inc. should be able to raise equity in a flexible way and founders and shareholders should be free to choose the appropriate financing options without facing unnecessary legal constraints arising from divergent national rules. The minimum amount of capital of the EU Inc. should therefore be required by law and should be at least EUR 1 throughout the company‘s lifetime and, additionally, guarantees for creditors should be obtained through balance sheet and solvency tests governing distributions to shareholders. Only where founders and shareholders choose to build up capital, such capital should be subject to conventional maintenance rules.

Or. ro

Amendment 434

Mario Mantovani

Proposal for a regulation

Recital 47 a (new)

Text proposed by the CommissionAmendment
(47a) Entrepreneurial risk-taking is an inherent part of what companies do, particularly those doing business in innovation sectors, which are the primary targets of this Regulation. An overly severe or uncertain liability regime for directors would disincentivise the taking of potentially high-value yet risky decisions of the kind that typify these sectors, discourage qualified professionals from taking director posts, and increase insurance costs, particularly for startups and scaleups. It is therefore essential that the business judgment rule makes clear that the negative outcome of an informed, impartial decision, taken in good faith, cannot, in itself, give rise to liability, and that the articles of association, within strict limits that protect the company, shareholders and third parties, limit the extent to which directors can be held liable for negligence. In order to ensure a level playing field in the EU, the liability regime for directors established by this Regulation should be exhaustive as to the applicable diligence standard.

Or. it

Justification

This recital sets out the economic rationale behind the action, anchoring it in the proposal's proclaimed objective of meeting the needs of startups and scaleups. It also makes clear that the reconfiguration applies to all EU Inc. and so precludes the setting of arbitrary sector-specific definitions, which is something that the stakeholders themselves opposed in consultation. The exhaustive nature of the diligence standard prevents fragmentation into 27 liability regimes, which is consistent with the unified framework of the 28th regime.

Amendment 435

Tobiasz Bocheński, Kosma Złotowski

Proposal for a regulation

Recital 47 a (new)

Text proposed by the CommissionAmendment
(47a) In order to facilitate the consistent application of the solvency test across the Union, the Commission should provide, in cooperation with the Member States, non-binding guidelines on the practical application of that test, including the methodology for assessing the ability of an EU Inc. to pay its debts as they fall due and the minimum elements to be taken into account by directors when making the solvency statement.

Or. en

Amendment 436

Mario Mantovani

Proposal for a regulation

Recital 47 b (new)

Text proposed by the CommissionAmendment
(47b) The financing framework for the EU Inc. should meet the needs of not only venture-backed companies but also conventional companies and micro, small and medium-sized enterprises primarily making use of bank loans, shareholder loans, the issuance of debt securities and collective financing. This Regulation should therefore, in a harmonised manner, recognise the ability of the EU Inc. to employ such instruments, establish rules for the digital creation of security interests over shares through the digital register – reducing the costs and time it takes to access secured loans – and ensure that the shares and instruments of the EU Inc. can be issued by crowdfunding service providers pursuant to Regulation (EU) 2020/1503, with due regard for the safeguards introduced for non-professional investors. Standard templates for articles of association should include the relevant optional clauses.

Or. it

Justification

Chapter VII establishes rules solely for venture capital instruments – share categories, convertible instruments, warrants – and disregards general financing channels employed by EU companies: secured bank loans, shareholder loans, debt securities, collective financing. This recital establishes the principle that the financing framework should remain neutral with respect to the business model, in line with the openness of the EU Inc. form to all founders, and sets out its implementation, with no complications or burdens for anyone who chooses not to avail of it.

Amendment 437

Victor Negrescu

Proposal for a regulation

Recital 48

Text proposed by the CommissionAmendment
(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided.(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided. When work or services provided by founders, employees or other contributors are used as in-kind consideration, transparent and fair valuation methods should be applied and clearly disclosed, in order to protect those contributors and avoid artificial inflation of equity that could mislead investors or creditors.

Or. en

Amendment 438

Maravillas Abadía Jover, Adrián Vázquez Lázara

Proposal for a regulation

Recital 48

Text proposed by the CommissionAmendment
(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided.(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value, including the contribution of tangible and intangible assets, such as intellectual property rights, should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided.

Or. en

Amendment 439

Mario Mantovani

Proposal for a regulation

Recital 48

Text proposed by the CommissionAmendment
(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided.(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic value, including the contribution of intangible assets, should be permitted as a consideration for a share in the company. Unless shares are issued for consideration in the form of a capital contribution, an EU Inc. should not have to require immediate payment of a consideration for shares. In particular, to avoid delays in registration caused by the requirement to open a corporate bank account for the consideration for the first shares, such consideration should not have to be paid before registration. In-kind considerations should also be possible in the form of work and services but should always have their value determined. Where the value of an in-kind consideration is overstated, shareholders should have to compensate the company for the shortfall in value provided.

Or. it

Justification

The broad nature of the provisions on contributions is welcome. It is particularly pertinent for small enterprises, since, for value creation, they tend to rely more on assets such as trademarks, patents, designs, copyright, geographical indications, software code, business secrets, proprietary processes, client and supplier networks, and other forms of knowledge-based capital. Greater flexibility for the contribution, valuation and protection of such assets would increase the ability of MSMEs to raise finance.

Amendment 440

Victor Negrescu

Proposal for a regulation

Recital 48 a (new)

Text proposed by the CommissionAmendment
(48a) While the EU Inc. financing framework is designed to support dynamic, equity-based business models and innovative funding instruments, it should operate in coherence with Union and national rules on restructuring and insolvency. In particular, the use of flexible capital structures, non-par value shares and complex convertible instruments should not undermine early restructuring possibilities, fair burden-sharing between investors, workers and creditors, or the effectiveness of safeguards intended to prevent abusive practices and protect jobs and viable business activity.

Or. en

Amendment 441

Daniel Buda

Proposal for a regulation

Recital 49

Text proposed by the CommissionAmendment
(49) While the subscription of the first shares of an EU Inc. is declared in the articles of association, the issuance of further shares should be generally subject to a decision of the general meeting. To facilitate the swift execution of financing rounds, an EU Inc. should also be able to have its board of directors authorised to decide on the issuance of such new shares. Such authorisation should only be required to set out the maximum number of authorised shares but may be subject to any further limitations deemed appropriate by the shareholders. To ensure a low level of transaction costs and remove barriers to cross-border investment, subscriptions for new shares should be made by electronic means and should not be subject to additional formalities imposed by Member States.(49) While the subscription of the first shares of an EU Inc. is declared in the articles of association, the issuance of further shares should be generally subject to a decision of the general meeting. Since the decision to issue new shares requires an amendment to the articles of association, the rules on amending the articles of association should be applied. To facilitate the swift execution of financing rounds, an EU Inc. should also be able to have its board of directors authorised to decide on the issuance of such new shares. Such authorisation should only be required to set out the maximum number of authorised shares but may be subject to any further limitations deemed appropriate by the shareholders. To ensure a low level of transaction costs and remove barriers to cross-border investment, subscriptions for new shares should be made by electronic means and be subject to preventive controls.

Or. ro

Amendment 442

Daniel Buda

Proposal for a regulation

Recital 52

Text proposed by the CommissionAmendment
(52) While an EU Inc. company should not be required to have a capital greater than EUR 0, it should have the possibility to increase its capital not only by issuing new shares against capital contributions but also by converting other parts of equity to capital, unless such conversion is incompatible with their purpose.(52) While an EU Inc. company should not be required to have a minimum capital greater than EUR 1, it should have the possibility to increase its capital not only by issuing new shares against capital contributions but also by converting other parts of equity to capital, unless such conversion is incompatible with their purpose.

Or. ro

Amendment 443

Mario Mantovani

Proposal for a regulation

Recital 52 a (new)

Text proposed by the CommissionAmendment
(52a) In business models nowadays, particularly those of SMEs, value creation relies increasingly on intangible assets such as trademarks, patents, designs, copyright, geographical indications, software code, business secrets, proprietary processes, client and supplier networks, and other forms of knowledge-based capital. Still modelled on conventional notions of money, tangible assets and services, national rules on contributions are often ill-suited to recognising and assigning value to such assets and so constrain companies' ability to raise finance. This Regulation should therefore be centred around the premise that intangible goods may be contributed where they have a determinable economic value, and establish proportionate and affordable valuation procedures, based on the derogations already permitted under Articles 49 and 50 of Directive (EU) 2017/1132. This flexibility should be properly counterbalanced by solvency tests pursuant to Articles 72 and 77 – which safeguard business continuity and protect creditors by ensuring the ongoing financial substance of the company – and by the duty of compensation in the event of overvaluation, as mentioned in Article 65(6).

Or. it

Justification

This recital recognises that intangible assets are of central importance in the business models of SMEs and that conventional contribution categories are inadequate. It establishes the criterion of systematic checks and balances: flexibility and affordability at the point of entry, counterbalanced on an ongoing basis by the solvency tests in Articles 72 and 77 and by liability for overvaluation, in accordance with the modern architecture of creditor protection already adopted in the proposal.

Amendment 444

Mario Mantovani

Proposal for a regulation

Recital 56 a (new)

Text proposed by the CommissionAmendment
(56a) In order to further lower transaction costs and facilitate cross-border equity investment in EU Inc. companies, the Commission should establish standard investment models that go beyond share issuance instruments to encompass the broader contractual relationship between shareholders. A standardised shareholder agreement template, compatible with the EU Inc. company structure, would reduce the legal costs associated with due diligence and negotiation, particularly for angel investors and venture capital funds at the seed and growth stage which are investing in several Member States.

Or. it

Amendment 445

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.deleted

Or. en

Amendment 446

Mario Mantovani

Proposal for a regulation

Recital 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan. The EU-ESO scheme is without prejudice to national rules on employee stock incentives, provided that these rules do not undermine the uniform application and the legal effects of the harmonised plan set forth in this Regulation. Looking ahead, it is hoped that the internal market will evolve in such a way as to enable deeper convergence and harmonisation of national rules on the equity participations of employees.

Or. it

Justification

A voluntary European framework for employee stock option plans would be a welcome addition, particularly if coupled with a favourable and predictable tax system with deferred taxation until sale of stock. In this regard, however, it is recommended to adopt an approach that is sufficiently flexible to allow the use of not only warrants but also other equivalent instruments of equity participation or incentives.

Amendment 447

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 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan. To facilitate their use across the Union and reduce legal complexity and transaction costs, the Commission should make available optional harmonised and multilingual EU templates for EU employee stock option plans (EU-ESOs). Those templates should reflect established market practice while remaining sufficiently flexible to accommodate the specific needs of individual companies.

Or. en

Justification

Optional model templates would make employee participation more accessible, especially for smaller companies.

Amendment 448

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.(57) Providing employees with equity and facilitating investment in their company is crucial to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard, as well as complex and high taxation impede the scale-up of companies in the internal market, which is crucial for the competitiveness of the European Union. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. The EU-ESO may, but is not required to, grant voting or dividend rights. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.

Or. en

Amendment 449

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

Proposal for a regulation

Recital 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company’s growth. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such a plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan. An EU-ESO plan should under no circumstances have the effect of bringing wages down below the statutory minimum or below collectively agreed levels, and nor should it hinder the application of more favourable national employee share ownership schemes in place in the Member States.

Or. fr

Amendment 450

Pascal Canfin

Proposal for a regulation

Recital 57

Text proposed by the CommissionAmendment
(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.(57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. The EU-ESO should be voluntary for employees. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period, a possible progressive access, conditions to derogate from this vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan.

Or. en

Amendment 451

René Repasi

Proposal for a regulation

Recital 57 a (new)

Text proposed by the CommissionAmendment
(57a) In addition to employee stock option plans, EU Inc. companies should be able to establish a European employee share ownership plan (EU-ESOP), enabling employees and members of the board to acquire shares directly or indirectly through a dedicated separate legal entity, such as a cooperative, trust, employee buy-out mutual fund, association or similar corporate vehicle established under the law of a Member State. Participation in the EU-ESOP should be voluntary and should complement, and not replace, remuneration, statutory minimum wages, or other pay elements or as established by collective agreements as well as rights relating to pensions and social security contributions under Union or national law. Employees participating in an EU-ESOP should receive clear and comprehensible information on the class of shares granted, the rights attached to those shares and the financial risks associated with participation. In order to promote long-term commitment, shares issued under the EU-ESOP should be subject to a minimum vesting period.

Or. en

Amendment 452

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 57 a (new)

Text proposed by the CommissionAmendment
(57a) Engaging in EU-ESO should be voluntary and should be without prejudice to national legislation, including collective agreements regarding remuneration, pensions and social security contributions. The EU-ESO should complement, and not replace, ordinary remuneration, statutory minimum wages and pay levels established by collective agreements. Holding warrants or shares acquired upon their exercise should also be without prejudice to the exercise of employee participation rights. . Employees should be provided with clear and comprehensible information prior to any agreement regarding an EU-ESO, including on the specific class of shares granted, the rights and risks and the difference between EU-ESO and wages with regards to social security contribution and building up pension, in particular for women.

Or. en

Amendment 453

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 58

Text proposed by the CommissionAmendment
(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.deleted

Or. es

Amendment 454

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

Proposal for a regulation

Recital 58

Text proposed by the CommissionAmendment
(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.deleted

Or. en

Amendment 455

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 58

Text proposed by the CommissionAmendment
(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.deleted

Or. en

Amendment 456

Pascal Canfin

Proposal for a regulation

Recital 58

Text proposed by the CommissionAmendment
(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. EU-ESOs are instruments that should be used mainly by young companies to attract talents that would otherwise go to more established companies. This harmonised framework of taxation should therefore be available only to EU Inc. companies during their first 30 years of activity, in order to favour younger companies and prevent abuse. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed, yet it should be noted that successful national frameworks on the topic have characterised these income as capital gains. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law. In determining the taxation rights in respect of the income at the time of disposal, Member States should apply international law and double taxation treaties concluded between them.

Or. en

Amendment 457

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 58

Text proposed by the CommissionAmendment
(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.(58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity, decrease economic incentives and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law.

Or. en

Amendment 458

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

Proposal for a regulation

Recital 59

Text proposed by the CommissionAmendment
(59) Digital solutions are also important at the end of the company lifecycle, both for solvent companies being wound up and for companies undergoing insolvency proceedings as they contribute to a more efficient closure procedure. This, in turn, allows companies to direct their human and financial resources into new entrepreneurial projects and therefore, diminishes the cost of failure. This is important for small companies, with less resources and in particular for startups, which failure rate tends to be higher than for larger companies.(59) Digital solutions are also important at the end of the company lifecycle, particularly for solvent companies being wound up as they contribute to a more efficient closure procedure. This, in turn, allows companies to direct their human and financial resources into new entrepreneurial projects and therefore, diminishes the cost of failure. This is important for small companies, with less resources and in particular for startups, which failure rate tends to be higher than for larger companies.

Or. en

Justification

In line with amendments to delete Chapter X

Amendment 459

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

Proposal for a regulation

Recital 60

Text proposed by the CommissionAmendment
(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the business register fully online, and creditors of an EU Inc. company should be able to submit their claims fully digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.(60) As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.

Or. en

Amendment 460

Daniel Buda

Proposal for a regulation

Recital 60

Text proposed by the CommissionAmendment
(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the business register fully online, and creditors of an EU Inc. company should be able to submit their claims fully digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.(60) Therefore, the digital approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the competent national authorities, the persons or bodies responsible for company law procedures and to the business register online, and creditors of an EU Inc. company should be able to submit their claims digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the competent national authorities, the persons or bodies responsible for company law procedures and the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the competent national authorities, to the persons or bodies responsible for company law procedures and to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the competent national authorities, with the persons or bodies responsible for company law procedures and with the business register should apply.

Or. ro

Amendment 461

Lukas Mandl

Proposal for a regulation

Recital 60

Text proposed by the CommissionAmendment
(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the business register fully online, and creditors of an EU Inc. company should be able to submit their claims fully digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the national competent authorities, persons or bodies in charge of the company law procedures and the business register online, and creditors of an EU Inc. company should be able to submit their claims digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the national competent authorities, persons or bodies in charge of the company law procedures and the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to national competent authorities, persons or bodies in charge of the company law procedures and the the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the national competent authorities, persons or bodies in charge of the company law procedures and the business register should apply.

Or. en

Amendment 462

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 60

Text proposed by the CommissionAmendment
(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed according to national legislation, should be able to submit all information or documents related to dissolution and liquidation to the business register fully online, and creditors of an EU Inc. company should be able to submit their claims fully digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.(60) Therefore, the digital only approach should also cover the dissolution and liquidation of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator, who may be a director or an external person appointed, in accordance with the national law of the Member State where the EU Inc. company has its registered office, should be able to submit all information or documents related to dissolution and liquidation to the business register fully online, and creditors of an EU Inc. company should be able to submit their claims fully digitally to the company or to the liquidator. As in the context of setting up, a seamless “once-only” data exchange should be also ensured between the business register of registration of an EU Inc. company and other competent national authorities relevant for its liquidation in the same Member State, such as tax or social security authorities. This would mean that the EU Inc. company would not need to submit again to the other authorities the information it had already submitted to the business register, which should reduce the delays and costs caused by separate submissions in the context of a dissolution procedure that should be swift in the interest of all stakeholders. Since the relevant national authorities involved in the liquidation of a company might differ across Member States, each Member State should decide to which national authorities this “once-only” data exchange with the business register should apply.

Or. en

Amendment 463

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 60 a (new)

Text proposed by the CommissionAmendment
(60a) This Regulation does not exhaustively regulate the dissolution and liquidation of solvent EU Inc. companies. In order to ensure legal certainty, it should therefore be clarified that all matters concerning dissolution and liquidation which are not regulated in this Regulation should be governed by the national law of the Member State where the EU Inc. company has its registered office.

Or. en

Amendment 464

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

Proposal for a regulation

Recital 61

Text proposed by the CommissionAmendment
(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds.(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers.

Or. en

Amendment 465

Victor Negrescu

Proposal for a regulation

Recital 61

Text proposed by the CommissionAmendment
(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds.(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. Such information should also be easily accessible to workers and their representatives, tax and social security authorities and other stakeholders concerned In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds that cannot be used to undermine acquired rights of employees or creditors.

Or. en

Amendment 466

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 61

Text proposed by the CommissionAmendment
(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds.(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. With regard to compulsory liquidation, all Member States in which the EU Inc. company operates should be able to liquidate the company where there is a ground for liquidation. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds.

Or. en

Amendment 467

Daniel Buda

Proposal for a regulation

Recital 61

Text proposed by the CommissionAmendment
(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing harmonised obligations on companies and business registers. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision and on the basis of an exhaustive list of grounds.(61) While increasing the efficiency of the procedure thanks to digital tools, it is also important to ensure that transparent information about the liquidation of an EU Inc. company is easily available to creditors and other third parties – in business registers and through BRIS – by introducing obligations on companies and business registers. In case a liquidation of a solvent EU Inc. company is necessary due to nullity, the conditions and consequences should be harmonised to ensure legal certainty and the nullity should only be ordered by a court decision.

Or. ro

Amendment 468

Mario Mantovani

Proposal for a regulation

Recital 61 a (new)

Text proposed by the CommissionAmendment
(61a) Interoperability between systems established by this Regulation and existing systems should be achieved via the Business Register Interconnection System (BRIS), without creating overlapping infrastructure or duplicating existing registration functions.

Or. it

Justification

In accordance with the digital architecture of the Regulation, interoperability should be based on BRIS, as the established infrastructure, thus avoiding infrastructural overlaps and duplications of the registration functions.

Amendment 469

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 62

Text proposed by the CommissionAmendment
(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent.deleted

Or. en

Amendment 470

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

Proposal for a regulation

Recital 62

Text proposed by the CommissionAmendment
(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent.deleted

Or. en

Amendment 471

Victor Negrescu

Proposal for a regulation

Recital 62

Text proposed by the CommissionAmendment
(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent.(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. Fast-track liquidation should not be available where there are outstanding wage, social security, tax or environmental obligations or where employees are still employed by the company The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent based on clear, complete and timely information about the company’s situation.

Or. en

Amendment 472

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 62

Text proposed by the CommissionAmendment
(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent.(62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around four months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent.

Or. en

Amendment 473

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 63

Text proposed by the CommissionAmendment
(63) The fast-track procedure, while allowing companies to close within a short period of time, should also ensure that creditors are protected and provide for transparent information to third parties concerned. This should be ensured by making the information that the EU Inc. company is in the fast-track liquidation procedure and the relevant documents filed by the EU Inc. company publicly available in the business register where it is registered, including the statement by all directors confirming that the conditions are met to undergo this procedure. Given that the fast-track procedure is limited to simple liquidation cases, it should be possible for the EU Inc. to be represented by a director or another authorised person, without a need to appoint a liquidator.deleted

Or. en

Amendment 474

Victor Negrescu

Proposal for a regulation

Recital 63

Text proposed by the CommissionAmendment
(63) The fast-track procedure, while allowing companies to close within a short period of time, should also ensure that creditors are protected and provide for transparent information to third parties concerned. This should be ensured by making the information that the EU Inc. company is in the fast-track liquidation procedure and the relevant documents filed by the EU Inc. company publicly available in the business register where it is registered, including the statement by all directors confirming that the conditions are met to undergo this procedure. Given that the fast-track procedure is limited to simple liquidation cases, it should be possible for the EU Inc. to be represented by a director or another authorised person, without a need to appoint a liquidator.(63) The fast-track procedure, while allowing companies to close within a short period of time, should also ensure that creditors are protected and provide for transparent information to third parties concerned. This should be ensured by making the information that the EU Inc. company is in the fast-track liquidation procedure and the relevant documents filed by the EU Inc. company publicly available in the business register where it is registered, including the statement by all directors confirming that the conditions are met to undergo this procedure. Workers and their representatives, where applicable, should be informed of the launch of the fast-track procedure in a timely manner and have access to the relevant documents. Given that the fast-track procedure is limited to simple liquidation cases, it should be possible for the EU Inc. to be represented by a director or another authorised person, without a need to appoint a liquidator provided that the safeguards for creditors, workers and public authorities are fully respected.

Or. en

Amendment 475

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 64

Text proposed by the CommissionAmendment
(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.deleted

Or. en

Amendment 476

Victor Negrescu

Proposal for a regulation

Recital 64

Text proposed by the CommissionAmendment
(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims. Member States should ensure that micro and small creditors, including workers with wage claims, can effectively exercise this right of opposition, including through simple and accessible procedures.

Or. en

Amendment 477

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

Proposal for a regulation

Recital 64

Text proposed by the CommissionAmendment
(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company, including employees in respect of their claims, should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 90 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.

Or. fr

Amendment 478

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 64

Text proposed by the CommissionAmendment
(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.(64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of four months following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims.

Or. en

Amendment 479

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Recital 65

Text proposed by the CommissionAmendment
(65) In order to ensure that the EU Inc. company undergoing the fast-track liquidation procedure does not have any tax debts or has not failed to comply with any tax related obligations, the national tax authority in the Member State of registration of the EU Inc. company should have 30 days to issue a tax clearance or submit its opposition to the fast-track liquidation. A prolongation of a maximum of 30 days would be possible in case additional information was needed or additional activity had to be carried out by the tax authority. In order to limit administrative delays, it should be presumed that the tax authority granted its clearance or did not have objections if the tax authority does not notify its position to the business register within the initial or prolonged deadline.deleted

Or. en

Amendment 480

Victor Negrescu

Proposal for a regulation

Recital 65

Text proposed by the CommissionAmendment
(65) In order to ensure that the EU Inc. company undergoing the fast-track liquidation procedure does not have any tax debts or has not failed to comply with any tax related obligations, the national tax authority in the Member State of registration of the EU Inc. company should have 30 days to issue a tax clearance or submit its opposition to the fast-track liquidation. A prolongation of a maximum of 30 days would be possible in case additional information was needed or additional activity had to be carried out by the tax authority. In order to limit administrative delays, it should be presumed that the tax authority granted its clearance or did not have objections if the tax authority does not notify its position to the business register within the initial or prolonged deadline.(65) In order to ensure that the EU Inc. company undergoing the fast-track liquidation procedure does not have any tax debts or has not failed to comply with any tax related obligations, the national tax authority in the Member State of registration of the EU Inc. company should have 30 days to issue a tax clearance or submit its opposition to the fast-track liquidation. A prolongation of a maximum of 30 days would be possible in case additional information was needed or additional activity had to be carried out by the tax authority. In order to limit administrative delays, it should be presumed that the tax authority granted its clearance or did not have objections if the tax authority does not notify its position to the business register within the initial or prolonged deadline. Member States may provide that, in addition to tax authorities, social security and, where appropriate, environmental authorities are consulted or can oppose the fast-track liquidation if outstanding obligations are identified.

Or. en

Amendment 481

Victor Negrescu

Proposal for a regulation

Recital 66

Text proposed by the CommissionAmendment
(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records without delay. In case the business register receives reasoned objections from creditors after the 30-day deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of six years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied.(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records without delay. In case the business register receives reasoned objections from creditors after the 30-day deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of six years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied. Member States should ensure that creditors and workers can access information about the appointed person holding the books and records and about the directors’ liability, in order to effectively enforce their rights.

Or. en

Amendment 482

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 66

Text proposed by the CommissionAmendment
(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records without delay. In case the business register receives reasoned objections from creditors after the 30-day deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of six years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied.(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records without delay. In case the business register receives reasoned objections from creditors after the four months deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of 12 years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied.

Or. en

Amendment 483

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

Proposal for a regulation

Recital 66

Text proposed by the CommissionAmendment
(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records without delay. In case the business register receives reasoned objections from creditors after the 30-day deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of six years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied.(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if no objections have been received by either of them, the business register should remove the registration of the EU Inc. company from its records. In case the business register receives reasoned objections from creditors after the deadline has expired but before it has removed the EU Inc. from the register, it should be able to take those objections into consideration and decide not to remove the company from the register, to ensure that those claims are safeguarded. In order to ensure that potential assets, liabilities or administrative or judicial proceedings are handled smoothly after the EU Inc. company is removed from the business register, its books and records should be kept for a period of six years by a person appointed by the general meeting or by the court. The directors of the EU Inc. company which was removed from the business register should remain jointly and severally liable for any claims of creditors that were not satisfied.

Or. en

Amendment 484

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Lukas Mandl, Andrea Wechsler

Proposal for a regulation

Recital 66 a (new)

Text proposed by the CommissionAmendment
(66a) Efficient and predictable insolvency and restructuring procedures are essential to enable entrepreneurs to take risks, facilitate access to finance and support the growth of innovative companies. However, the establishment of a simplified insolvency framework for EU Inc. companies requires careful consideration of its interaction with national insolvency laws, judicial procedures and the protection of creditors, employees and other stakeholders. The Commission should therefore assess the need for and present a separate legislative proposal establishing a simplified, digital and harmonised insolvency framework specifically for EU Inc. companies.

Or. en

Amendment 485

René Repasi

Proposal for a regulation

Recital 66 a (new)

Text proposed by the CommissionAmendment
(66a) Matters of insolvency law not governed by this Regulation should continue to be governed by the applicable national or Union law.

Or. en

Amendment 486

Axel Voss, Dóra Dávid, Romana Tomc, Angelika Niebler, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler

Proposal for a regulation

Recital 66 b (new)

Text proposed by the CommissionAmendment
(66b) To further facilitate cross-border investment and improve access to finance, the Commission should assess whether additional measures to enhance the comparability and transparency of the financial reporting of EU Inc. companies would be appropriate. Such an assessment could consider, in particular, solutions based on internationally recognised accounting standards and the use of interoperable digital reporting formats, while taking into account the need to preserve a proportionate framework for start-ups and SMEs.

Or. en

Amendment 487

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.deleted

Or. fr

Amendment 488

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

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.deleted

Or. en

Justification

In line with amendments to delete Chapter X

Amendment 489

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

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.(67) This Regulation should not harmonize or otherwise regulate insolvency proceedings. National insolvency rules should remain subject to applicable national law except where harmonized rules are laid down by Union law.

Or. en

Amendment 490

David Cormand

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.(67) In case of insolvency, an EU Inc should be governed by the legal provisions which would apply to a non publicly listed limited-liability company formed in accordance with EU law and the law of the Member State in which its registered office is situated.

Or. en

Amendment 491

Victor Negrescu

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs while ensuring fair treatment of workers and creditors and avoiding incentives for opportunistic use of insolvency to shed liabilities.

Or. en

Amendment 492

Kira Marie Peter-Hansen

Proposal for a regulation

Recital 67

Text proposed by the CommissionAmendment
(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs.(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are startups properly and in a proportionate manner. Startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs, when they are micro-enterprises with less than 10 creditors at the moment of the request for the opening of simplified winding-up proceedings.

Or. en

Justification

The deletion of "innovative" before "startups" is applicable throughout the recitals and provisions regarding insolvency.

Amendment 493

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 68

Text proposed by the CommissionAmendment
(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned.deleted

Or. fr

Amendment 494

David Cormand

Proposal for a regulation

Recital 68

Text proposed by the CommissionAmendment
(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned.deleted

Or. en

Amendment 495

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

Proposal for a regulation

Recital 68

Text proposed by the CommissionAmendment
(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned.deleted

Or. en

Amendment 496

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

Proposal for a regulation

Recital 68

Text proposed by the CommissionAmendment
(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned.deleted

Or. en

Amendment 497

Victor Negrescu

Proposal for a regulation

Recital 68

Text proposed by the CommissionAmendment
(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned.(68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned and do not weaken the position of workers, small creditors or public authorities in identifying when proceedings should be opened.

Or. en

Amendment 498

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 69

Text proposed by the CommissionAmendment
(69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the proceedings are conducted with the involvement of an insolvency practitioner who ensures compliance with all legal requirements and acts in the interests of the creditors. This expertise is needed, in particular, when it comes to the protection of the rights of employees or to the conformity with environmental law standards. The smooth administration of simplified winding-up proceedings for EU Inc. that are innovative startups therefore requires, as a general rule, the appointment of an insolvency practitioner. As an exception, however, and only when the prudent behaviour of the debtor in the period leading to insolvency justifies this, the debtor itself, a creditor or a group of creditors should have the right to request that the winding-up proceeding is conducted without an insolvency practitioner. It is within the discretion of the competent court or authority to decide whether or not to grant such derogation taking into account all relevant circumstances.deleted

Or. fr

Amendment 499

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

Proposal for a regulation

Recital 69

Text proposed by the CommissionAmendment
(69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the proceedings are conducted with the involvement of an insolvency practitioner who ensures compliance with all legal requirements and acts in the interests of the creditors. This expertise is needed, in particular, when it comes to the protection of the rights of employees or to the conformity with environmental law standards. The smooth administration of simplified winding-up proceedings for EU Inc. that are innovative startups therefore requires, as a general rule, the appointment of an insolvency practitioner. As an exception, however, and only when the prudent behaviour of the debtor in the period leading to insolvency justifies this, the debtor itself, a creditor or a group of creditors should have the right to request that the winding-up proceeding is conducted without an insolvency practitioner. It is within the discretion of the competent court or authority to decide whether or not to grant such derogation taking into account all relevant circumstances.deleted

Or. en

Amendment 500

David Cormand

Proposal for a regulation

Recital 69

Text proposed by the CommissionAmendment
(69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the proceedings are conducted with the involvement of an insolvency practitioner who ensures compliance with all legal requirements and acts in the interests of the creditors. This expertise is needed, in particular, when it comes to the protection of the rights of employees or to the conformity with environmental law standards. The smooth administration of simplified winding-up proceedings for EU Inc. that are innovative startups therefore requires, as a general rule, the appointment of an insolvency practitioner. As an exception, however, and only when the prudent behaviour of the debtor in the period leading to insolvency justifies this, the debtor itself, a creditor or a group of creditors should have the right to request that the winding-up proceeding is conducted without an insolvency practitioner. It is within the discretion of the competent court or authority to decide whether or not to grant such derogation taking into account all relevant circumstances.deleted

Or. en

Amendment 501

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

Proposal for a regulation

Recital 69

Text proposed by the CommissionAmendment
(69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the proceedings are conducted with the involvement of an insolvency practitioner who ensures compliance with all legal requirements and acts in the interests of the creditors. This expertise is needed, in particular, when it comes to the protection of the rights of employees or to the conformity with environmental law standards. The smooth administration of simplified winding-up proceedings for EU Inc. that are innovative startups therefore requires, as a general rule, the appointment of an insolvency practitioner. As an exception, however, and only when the prudent behaviour of the debtor in the period leading to insolvency justifies this, the debtor itself, a creditor or a group of creditors should have the right to request that the winding-up proceeding is conducted without an insolvency practitioner. It is within the discretion of the competent court or authority to decide whether or not to grant such derogation taking into account all relevant circumstances.deleted

Or. en

Amendment 502

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 70

Text proposed by the CommissionAmendment
(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose.deleted

Or. fr

Amendment 503

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

Proposal for a regulation

Recital 70

Text proposed by the CommissionAmendment
(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose.deleted

Or. en

Amendment 504

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

Proposal for a regulation

Recital 70

Text proposed by the CommissionAmendment
(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose.deleted

Or. en

Amendment 505

David Cormand

Proposal for a regulation

Recital 70

Text proposed by the CommissionAmendment
(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose.deleted

Or. en

Amendment 506

Victor Negrescu

Proposal for a regulation

Recital 70

Text proposed by the CommissionAmendment
(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose.(70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose. These simplifications should be accompanied by clear information obligations towards workers and creditors and by safeguards that prevent misuse of the procedure to evade social, tax or environmental responsibilities.

Or. en

Amendment 507

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Recital 71

Text proposed by the CommissionAmendment
(71) To further reduce the cost and length of procedures, Member States should enable debtors, creditors, insolvency practitioners and judicial and administrative authorities to use electronic means of communication for all procedural steps in insolvency proceedings.deleted

Or. fr

Amendment 508

David Cormand

Proposal for a regulation

Recital 71

Text proposed by the CommissionAmendment
(71) To further reduce the cost and length of procedures, Member States should enable debtors, creditors, insolvency practitioners and judicial and administrative authorities to use electronic means of communication for all procedural steps in insolvency proceedings.deleted

Or. en

Amendment 509

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

Proposal for a regulation

Recital 71

Text proposed by the CommissionAmendment
(71) To further reduce the cost and length of procedures, Member States should enable debtors, creditors, insolvency practitioners and judicial and administrative authorities to use electronic means of communication for all procedural steps in insolvency proceedings.deleted

Or. en

Amendment 510

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

Proposal for a regulation

Recital 71

Text proposed by the CommissionAmendment
(71) To further reduce the cost and length of procedures, Member States should enable debtors, creditors, insolvency practitioners and judicial and administrative authorities to use electronic means of communication for all procedural steps in insolvency proceedings.deleted

Or. en

Amendment 511

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

Proposal for a regulation

Recital 72

Text proposed by the CommissionAmendment
(72) A debtor of an EU Inc. that is an innovative startup should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings.deleted

Or. fr

Amendment 512

David Cormand

Proposal for a regulation

Recital 72

Text proposed by the CommissionAmendment
(72) A debtor of an EU Inc. that is an innovative startup should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings.deleted

Or. en

Amendment 513

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

Proposal for a regulation

Recital 72

Text proposed by the CommissionAmendment
(72) A debtor of an EU Inc. that is an innovative startup should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings.deleted

Or. en

Amendment 514

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

Proposal for a regulation

Recital 72

Text proposed by the CommissionAmendment
(72) A debtor of an EU Inc. that is an innovative startup should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings.deleted

Or. en

Amendment 515

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

Proposal for a regulation

Recital 73

Text proposed by the CommissionAmendment
(73) Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, unless the competent authority considers this means of realisation of assets inappropriate. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.deleted

Or. fr

Amendment 516

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

Proposal for a regulation

Recital 73

Text proposed by the CommissionAmendment
(73) Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, unless the competent authority considers this means of realisation of assets inappropriate. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.deleted

Or. en

Amendment 517

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

Proposal for a regulation

Recital 73

Text proposed by the CommissionAmendment
(73) Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, unless the competent authority considers this means of realisation of assets inappropriate. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.deleted

Or. en

Amendment 518

David Cormand

Proposal for a regulation

Recital 73

Text proposed by the CommissionAmendment
(73) Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, unless the competent authority considers this means of realisation of assets inappropriate. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.deleted

Or. en

Amendment 519

Mario Mantovani

Proposal for a regulation

Recital 73

Text proposed by the CommissionAmendment
(73) Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, unless the competent authority considers this means of realisation of assets inappropriate. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.(73) Unless the competent authority considers this means of realisation of assets inappropriate, Member States should ensure that the assets of the insolvency estate in insolvency proceedings can be realised through online judicial auction, and also that award criteria can be set which stipulate, among other things, that intellectual property, technological skills, R&D activities, innovation capacity and the economic use of the assets for sale must remain in the EU. For this reason, Member States should establish and maintain one or more electronic auction systems in their territory for that purpose. This obligation should be without prejudice to the multiple platforms that exist in some Member States for online judicial auctions of specific types of assets. The auction systems operated for the purposes of realising the assets of debtors in insolvency proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the online judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national online platforms if they intend to participate in the bidding.

Or. it

Justification

In line with other regulatory objectives, it is important for the sake of the general public and the companies operating in the internal market to also consider measures designed to retain the results of European R&I in the EU.

Amendment 520

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

Proposal for a regulation

Recital 74

Text proposed by the CommissionAmendment
(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission.(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual application form and the data to be transmitted and made available through BRIS, implementing powers should be conferred on the Commission.

Or. fr

Amendment 521

Victor Negrescu

Proposal for a regulation

Recital 74

Text proposed by the CommissionAmendment
(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission.(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission. When exercising those implementing powers, the Commission should take into account the needs of SMEs, workers, creditors and public authorities, and should ensure that digital tools and data flows support transparency, legal certainty and effective enforcement of social, tax and anti-abuse safeguards.

Or. en

Amendment 522

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

Proposal for a regulation

Recital 74

Text proposed by the CommissionAmendment
(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission.(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission while ensuring that the European Parliament is fully informed in accordance with that Regulation.

Or. en

Amendment 523

Daniel Buda

Proposal for a regulation

Recital 74

Text proposed by the CommissionAmendment
(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the establishment of the multilingual EU templates, the multilingual application form, the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], implementing powers should be conferred on the Commission.(74) In order to ensure uniform conditions for the implementation of this Regulation as regards the data to be transmitted and made available through BRIS and the compatibility between the EU Company Certificate and the digital EU power of attorney with the Business Wallets 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], delegating powers should be conferred on the Commission.

Or. ro

Amendment 524

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

Proposal for a regulation

Recital 75

Text proposed by the CommissionAmendment
(75) The implementing powers relating to the standard form for the request for the opening of simplified winding-up proceedings and the implementing powers in relation to technical specifications and procedures necessary for the interconnection of electronic auction systems should be exercised in accordance with Regulation (EU) No 182/201123of the European Parliament and of the Council.deleted
23 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj

Or. fr

Amendment 525

Victor Negrescu

Proposal for a regulation

Recital 75

Text proposed by the CommissionAmendment
(75) The implementing powers relating to the standard form for the request for the opening of simplified winding-up proceedings and the implementing powers in relation to technical specifications and procedures necessary for the interconnection of electronic auction systems should be exercised in accordance with Regulation (EU) No 182/201123 of the European Parliament and of the Council.(75) The implementing powers relating to the standard form for the request for the opening of simplified winding-up proceedings and the implementing powers in relation to technical specifications and procedures necessary for the interconnection of electronic auction systems should be exercised in accordance with Regulation (EU) No 182/201123 of the European Parliament and of the Council. Those implementing measures should be designed so that simplified winding-up procedures for innovative startups remain cost-effective and fast, while ensuring that workers’ rights, creditor interests and environmental obligations are fully respected, including through clear, user-friendly forms and secure, transparent auction systems.
23 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj23 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj

Or. en

Amendment 526

René Repasi

Proposal for a regulation

Recital 75 a (new)

Text proposed by the CommissionAmendment
(75a) Without prejudice to the budgetary procedure, adequate human, financial and technical resources should be allocated for the effective implementation of this Regulation.

Or. en

Amendment 527

Victor Negrescu

Proposal for a regulation

Recital 76

Text proposed by the CommissionAmendment
(76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies. Differential treatment should be exceptionally possible only where it is objectively justified on the basis of specific and convincing reasons and it is proportionate to the aim pursued.(76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies. Differential treatment should be exceptionally possible only where it is objectively justified on the basis of specific and convincing reasons and it is proportionate to the aim pursued. Non-discriminatory treatment should apply in particular to access to public support schemes, research and innovation funding, cohesion policy instruments and mechanisms promoting employee participation and social dialogue.

Or. en

Amendment 528

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

Proposal for a regulation

Recital 76

Text proposed by the CommissionAmendment
(76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies. Differential treatment should be exceptionally possible only where it is objectively justified on the basis of specific and convincing reasons and it is proportionate to the aim pursued.(76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other startups as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate, or that it is based on compelling grounds of public policy, public security, national economic security or the protection of the essential strategic interests of the Member State concerned. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies.

Or. fr

Amendment 529

Victor Negrescu

Proposal for a regulation

Recital 77

Text proposed by the CommissionAmendment
(77) Certain national rules are particularly obstructive of the free exercise by market operators of the fundamental freedoms laid down in the Treaties. While these rules concern all market operators, they are particularly damaging to those that pursue an economic activity with a view to innovation, productivity and scaling-up in the internal market in particular in a cross-border context, which will often be set up under the EU Inc. company form. Such companies, in particular when requiring public support, are particularly vulnerable to certain serious national restrictions which are in view of the case law of the CJEU clearly unjustified or disproportionate.(77) Certain national rules are particularly obstructive of the free exercise by market operators of the fundamental freedoms laid down in the Treaties. While these rules concern all market operators, they are particularly damaging to those that pursue an economic activity with a view to innovation, productivity and scaling-up in the internal market in particular in a cross-border context, which will often be set up under the EU Inc. company form. Such companies, in particular when requiring public support, are particularly vulnerable to certain serious national restrictions which are in view of the case law of the CJEU clearly unjustified or disproportionate. These restrictions may also hinder the effective use of Union instruments aimed at supporting SMEs, innovation, green and digital transitions and quality employment, and should therefore be addressed as part of a broader strategy to promote social and territorial cohesion.

Or. en

Amendment 530

Victor Negrescu

Proposal for a regulation

Recital 78

Text proposed by the CommissionAmendment
(78) In order to prevent such measures from impeding the good functioning of the internal market, and to reduce the need for long and costly litigation, these restrictions should be prohibited altogether without the possibility of justification. The provisions set out herein shall not affect any requirements flowing from sectorial EU law. This Regulation should also not be construed as justifying restrictions to the freedom of establishment, free movement of goods, workers and services contrary to the TFEU or other provisions of Union law, including with respect to persons or companies outside the scope of this Regulation.(78) In order to prevent such measures from impeding the good functioning of the internal market, and to reduce the need for long and costly litigation, these restrictions should be prohibited altogether without the possibility of justification. The provisions set out herein shall not affect any requirements flowing from sectorial EU law. This Regulation should also not be construed as justifying restrictions to the freedom of establishment, free movement of goods, workers and services contrary to the TFEU or other provisions of Union law, including with respect to persons or companies outside the scope of this Regulation. At the same time, this Regulation should not be interpreted as limiting the ability of Member States to adopt or maintain proportionate measures to protect workers’ rights, public health, the environment, consumers, tax justice and anti-corruption safeguards in relation to EU Inc. companies.

Or. en

Amendment 531

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

Proposal for a regulation

Recital 78

Text proposed by the CommissionAmendment
(78) In order to prevent such measures from impeding the good functioning of the internal market, and to reduce the need for long and costly litigation, these restrictions should be prohibited altogether without the possibility of justification. The provisions set out herein shall not affect any requirements flowing from sectorial EU law. This Regulation should also not be construed as justifying restrictions to the freedom of establishment, free movement of goods, workers and services contrary to the TFEU or other provisions of Union law, including with respect to persons or companies outside the scope of this Regulation.(78) In order to prevent such measures from impeding the good functioning of the internal market, and to reduce the need for long and costly litigation, these restrictions should be prohibited altogether without the possibility of justification. The provisions set out herein should not affect any requirements flowing from sectorial EU law. This Regulation should also not be construed as justifying restrictions to the freedom of establishment, free movement of goods, workers and services contrary to the TFEU or other provisions of Union law, including with respect to persons or companies outside the scope of this Regulation.

Or. en

Amendment 532

Victor Negrescu

Proposal for a regulation

Recital 79

Text proposed by the CommissionAmendment
(79) Business registers and authorities in charge of issuing the TIN and the VAT identification number, social security authorities and beneficial ownership registers should process any personal data of legal representatives and other persons that can lawfully represent a company, and of single shareholders, including personal data which are to be made publicly available in the registers, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council24 . The Commission should process personal data in the context of this Regulation in accordance with Regulation (EU) 2018/1725 of the European Parliament and of the Council25 .(79) Business registers and authorities in charge of issuing the TIN and the VAT identification number, social security authorities and beneficial ownership registers should process any personal data of legal representatives and other persons that can lawfully represent a company, and of single shareholders, including personal data which are to be made publicly available in the registers, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council24 . The Commission should process personal data in the context of this Regulation in accordance with Regulation (EU) 2018/1725 of the European Parliament and of the Council25 . The processing and disclosure of such personal data should be limited to what is necessary for transparency, anti-money-laundering, tax and social security enforcement and the protection of workers’ and creditors’ rights, and should be accompanied by appropriate safeguards to prevent misuse, profiling or discrimination.
24 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1), ELI: http://data.europa.eu/eli/reg/2016/679/2016-05-0424 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1), ELI: http://data.europa.eu/eli/reg/2016/679/2016-05-04
25 Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), ELI: http://data.europa.eu/eli/reg/2018/1725/oj25 Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), ELI: http://data.europa.eu/eli/reg/2018/1725/oj

Or. en

Amendment 533

Victor Negrescu

Proposal for a regulation

Recital 80

Text proposed by the CommissionAmendment
(80) EU Inc. companies should process personal data in the digital register of shares in accordance with Regulation (EU) 2016/679. To facilitate compliance with data protection rules and ensure the implementation of proportionate data protection measures, the EU templates for the articles of association will contain provisions on data protection related to the digital register of shares.(80) EU Inc. companies should process personal data in the digital register of shares in accordance with Regulation (EU) 2016/679. To facilitate compliance with data protection rules and ensure the implementation of proportionate data protection measures, the EU templates for the articles of association will contain provisions on data protection related to the digital register of shares. Those provisions should also ensure transparency and non-discriminatory treatment for employee shareholders and other small investors, including clear information about how their data are processed and how their rights under Union data protection law can be exercised.

Or. en

Amendment 534

Pascale Piera, Juan Carlos Girauta Vidal

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.deleted

Or. fr

Amendment 535

Mario Mantovani

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, Member States are strongly encouraged to designate or establish specialised judicial chambers or courts for disputes involving EU Inc. companies on matters covered by this Regulation. These chambers or courts may be based on specialised structures that already exist within national judicial systems. They should develop the necessary capabilities in the areas of company law and comparative law, as well as in relation to the linguistic requirements connected with the operability of EU Inc. companies. The development of these capabilities should be backed by appropriate training for judges. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation. In order to further promote the uniform application of this Regulation throughout the EU, the Commission should support the development of suitable tools, including a European database of relevant case-law, common training programmes for judges and non-binding interpretative guidelines. Looking ahead, the feasibility and added value of shared dispute resolution mechanisms should be assessed, including a European body or specialised judicial body at EU level that considers matters pertaining to EU Inc. companies.

Or. it

Justification

The self-contained nature of the Regulation and uniformity of the EU Inc. regime raise the issue of application. The main risk is that the national courts diverge in their interpretation: in the absence of a single European judicial body, contrasting readings would undermine the uniform application of the law and legal certainty. This proposal duly addresses this point by calling for specialised chambers or courts; helpful complementary measures: database of case-law, common judicial training and interpretative guidelines.

Amendment 536

Raffaele Stancanelli

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Directive. Such chambers or courts may be based on existing specialised divisions within national judicial systems. They should develop the necessary expertise in company law and comparative law, and the linguistic requirements associated with the operation of EU Inc. companies. Appropriate judicial training should support the development of such expertise. This would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under this framework being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Directive, which can be tailored in the process of specialisation.

Or. en

Amendment 537

Victor Negrescu

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation. Such specialisation and training should also cover the social, labour and creditor-protection aspects of EU Inc. disputes, so that access to justice is effective for workers, SMEs and small creditors.

Or. en

Amendment 538

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

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation. The Commission should provide full financial support for those activities, in order to ensure the effective and consistent implementation of this Regulation.

Or. en

Amendment 539

Pascal Canfin

Proposal for a regulation

Recital 81

Text proposed by the CommissionAmendment
(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they could designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.(81) Whilst acknowledging the competence of Member States to organise their national judiciary systems, they should designate or establish specialised judicial chamber or court for disputes involving EU Inc. companies on matters covered by this Regulation. That would facilitate a seamless conduct of procedures and could generate a coherent national jurisprudence, with disputes arising under the Regulation being resolved by judges possessing the expertise for company and insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it would increase the attractiveness of the new legal form for its addressees and reduce the incentive for startups and scaleups to move to third country jurisdictions. In addition, the Commission’s Communication on European Judicial Training Strategy 2025-2030 has identified the necessity of upskilling of justice professionals within the legal framework proposed by this Regulation, which can be tailored in the process of specialisation.

Or. en

Amendment 540

Mario Mantovani

Proposal for a regulation

Recital 81 a (new)

Text proposed by the CommissionAmendment
(81a) In order to ensure the maximum effectiveness of the measures laid down in this Regulation, the launch of EU Inc. should be accompanied by appropriate support measures, training programmes and specific financial instruments to support the digital transition of micro, small and medium-sized enterprises, as well as that of their main representative organisations and the public authorities involved. Within the context of existing programmes and the limits of their respective financial envelopes, these measures should be implemented making particular use of: the single market programme, measures supporting the competitiveness of SMEs; the digital Europe programme (including European digital innovation hubs) to teach digital skills and support the digital transition; the InvestEU programme (particularly the SME window) for the financial instruments and guarantees intended to facilitate access to credit; the European Social Fund Plus and the European Regional Development Fund for local training and capacity-building measures; and lastly the technical support instrument to help public authorities adapt and to support business register upgrades. The Commission should see to the coordination of these programmes and, in the upcoming multiannual financial framework, ensure that support continues under their successor programmes.

Or. it

Justification

Also to ensure that these measures are as effective as possible, it is imperative that the launch of EU Inc. is accompanied by appropriate support measures, training programmes and financial instruments tailored to the digital transition of MSMEs.

Amendment 541

René Repasi

Proposal for a regulation

Recital 81 a (new)

Text proposed by the CommissionAmendment
(81a) The EU Inc. digital platform should be designed in accordance with the interoperability principles set out in Regulation (EU) 2023/2854 and should also enable research through non-discriminatory secure and documented application programming interfaces.

Or. en

Amendment 542

René Repasi

Proposal for a regulation

Recital 81 b (new)

Text proposed by the CommissionAmendment
(81b) While the privacy and confidentiality of out of court dispute settlement constitutes an important safeguard for the parties, the publication of decisions in anonymised form may contribute to the coherent application, understanding by legal practitioners and the development of a consistent body of decisions. Such decisions should therefore be published in a dedicated section of the public data base, provided that the anonymity of the parties and any other identifiable persons as well as confidential business information, including trade secrets is effectively safeguarded.

Or. en

Amendment 543

Mario Mantovani

Proposal for a regulation

Recital 81 b (new)

Text proposed by the CommissionAmendment
(81b) The EU Inc. digital platform should be limited to providing general information and guidance on the incorporation and functioning of an EU Inc. It should not act as a register, provide corporate information services, or duplicate the functions of the BRIS, the EU central interface or the EU's central digital register.

Or. it

Amendment 544

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

Proposal for a regulation

Recital 82

Text proposed by the CommissionAmendment
(82) This Regulation does not affect the ability of Member States to examine applications for the formation of companies and registration of branches in order to address fraud or abuse, in compliance with Union law, or Member States’ investigation and enforcement actions, including by the police or other competent authorities. Obligations under Union and national law arising from anti-money laundering and counter terrorist financing should remain unaffected. Given the risk of misuse of legal business structures stressed in Europol’s Serious and Organised Crime Threat Assessment of 2025, authorities in the Union and Member States need to make sure that the EU Inc. is not misused by organised crime networks or other criminals.(82) This Regulation does not affect the ability of Member States, in compliance with Union law, to examine applications for the formation of companies and registration of branches, as well as to carry out additional checks, including ex post checks, throughout the company lifecycle, in order to address tax and social fraud or abuse, or Member States’ investigation and enforcement actions, including by the police or other competent authorities. Obligations under Union and national law arising from anti-money laundering and counter terrorist financing should remain unaffected. Given the risk of misuse of legal business structures stressed in Europol’s Serious and Organised Crime Threat Assessment of 2025, authorities in the Union and Member States need to make sure that the EU Inc. is not misused by organised crime networks or other criminals.

Or. fr

Amendment 545

Mario Mantovani

Proposal for a regulation

Recital 82 a (new)

Text proposed by the CommissionAmendment
(82a) The free choice of registered office, which may even be separate from the place of actual administration, is only relevant for the purposes of determining the company law applicable under this Regulation. It does not impinge on connecting factors or conflict-of-law rules, at national or EU level, that apply in other areas, such as labour law or employee participation, social security and permit or licensing requirements, which continue to operate according to their respective criteria.

Or. it

Justification

This clarification precludes broad interpretations construing the freedom to choose the registered office as a vehicle for forum shopping in areas other than company law. It ensures companies – particularly those already operating cross border – know which framework applies and allays one of the main concerns to emerge from the consultation of SME representative bodies.

Amendment 546

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 83

Text proposed by the CommissionAmendment
(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.(83) This Regulation does not affect individual or collective Union and national labour law, including collective agreements, as well as national labour practices, which continue to apply in the Member State where the work is habitually performed . These laws and practices should apply to EU Inc. companies as they apply to any other Union or national limited liability company and include wages, working time, health and safety, equal treatment and opportunities for women and men, protection against discrimination, dismissal protection, codetermination and the right to unionize and to take collective action.. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.

Or. en

Amendment 547

Maravillas Abadía Jover

Proposal for a regulation

Recital 83

Text proposed by the CommissionAmendment
(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. EU Inc. companies shall not use this legal form to circumvent employment or social security obligations, including social security contributions, collective agreements and workers’ rights, and full compliance with such obligations shall be ensured. In addition, the law applicable to individual employment relationships shall continue to be governed by Regulation (EC) No 593/2008 (Rome I). The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.

Or. en

Amendment 548

Victor Negrescu

Proposal for a regulation

Recital 83

Text proposed by the CommissionAmendment
(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. In particular, Union and national rules on working conditions, health and safety, collective bargaining, equal treatment, social protection and employee participation remain fully applicable, ensuring that the EU Inc. contributes to a Social Europe and to quality jobs in all regions.

Or. en

Amendment 549

Tobiasz Bocheński, Kosma Złotowski

Proposal for a regulation

Recital 83

Text proposed by the CommissionAmendment
(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. The EU Inc. corporate form should not be used to circumvent applicable national labour laws or social security obligations. Any misuse or abuse shall be addressed through existing enforcement mechanisms under national law.

Or. en

Amendment 550

Mario Mantovani

Proposal for a regulation

Recital 83

Text proposed by the CommissionAmendment
(83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.(83) This Regulation does not affect Union or national employment law, including employee representation within the meaning of national law in the place in which the work is carried out. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis.

Or. it

Justification

It is important to clarify that this Regulation does not affect employment law or employee representation. The rules of participation are linked to the place in which the workforce actually works; multiple foreign regimes cannot be cumulatively imported or imposed extraterritorially.

Amendment 551

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

Proposal for a regulation

Recital 83 a (new)

Text proposed by the CommissionAmendment
(83a) The requirement due to Article 103 (2) (c) of this Regulation shall be applied only for the phase until the activity starts. Once economic activity begins on the market in particular Member State, the local representative should be brought up, if required by national law of the Member state where the activity should happen. It is important to have local representative especially for communication purposes with state bureau, public offices or consumers.

Or. en

Amendment 552

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 83 a (new)

Text proposed by the CommissionAmendment
(83a) To ensure social convergence and fair competition, this Regulation adheres to the principle of non-regression. Workers of an EU Inc. company should enjoy individual and collective rights, including rights to information, consultation, and board-level participation, that are at least equivalent to, and no less favourable than, those applicable to workers in the Member State, where the work is habitually performed.

Or. en

Amendment 553

Henrik Dahl

Proposal for a regulation

Recital 83 a (new)

Text proposed by the CommissionAmendment
(83a) Rules protecting workers continue to fully apply in the Member State where the work is habitually performed. This includes wages, working time, health and safety, equal opportunities for women and men, protection against discrimination, and dismissal protection. Businesses have the same obligations towards workers, whether they are incorporated under national company law or under EU Inc.

Or. en

Amendment 554

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 83 a (new)

Text proposed by the CommissionAmendment
(83a) Rules protecting workers continue to fully apply in the Member State where the work is habitually performed. This includes wages, working time, health and safety, equal opportunities for women and men, protection against discrimination, and dismissal protection. Businesses have the same obligations towards workers, whether they are incorporated under national company law or under EU Inc.

Or. en

Amendment 555

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

Proposal for a regulation

Recital 84

Text proposed by the CommissionAmendment
(84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.(84) The Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.

Or. en

Amendment 556

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Recital 84

Text proposed by the CommissionAmendment
(84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.(84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation should not go beyond what is necessary in order to achieve those objectives. In particular, it should not harmonise the classification, quantification or tax period allocation of income subject to direct taxation; nor should it preclude national preventive controls that are objectively justified and proportionate, and it should respect Regulation (EU) 2015/848 and the law applicable to insolvency matters not expressly harmonised.

Or. es

Amendment 557

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

Proposal for a regulation

Recital 84

Text proposed by the CommissionAmendment
(84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.(84) The objectives of this Regulation, namely to provide a common legal framework for startups in the Union, to provide simple and efficient rules and procedures that apply to those companies throughout their lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Subject to appropriate use of the legal bases provided for in the Treaty on the Functioning of the European Union, the Union may therefore adopt measures in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.

Or. fr

Amendment 558

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Recital 84

Text proposed by the CommissionAmendment
(84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.(84) The objectives of this Regulation, namely to provide a common legal framework for innovative startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.

Or. en

Amendment 559

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand, Damian Boeselager

on behalf of the Verts/ALE Group

Proposal for a regulation

Recital 85

Text proposed by the CommissionAmendment
(85) The Commission should carry out an evaluation of this Regulation. The evaluation should cover, among others, the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. Every five years the Commission should also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc. through the EU central interface in line with the harmonised index of consumer prices.(85) The Commission should carry out a regular evaluation of this Regulation. The evaluation should cover, among others, the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates, as well as obstacles encountered by EU inc. companies; the changes in numbers of startups and scaleups established in the EU, broken down by sector and activities, compared in particular to the situation prior to the application of the Regulation; the number circumstances of cases where reasonable grounds were identified to suspect abuse or fraud related to the EU Inc.; the potential need for limiting or expanding of the scope; the impact on individual and collective workers rights; the takeup of EU-ESOs and the impact on the composition of remuneration packages; and the application of EU and national provisions regarding insolvency proceedings is sufficiently responding to the needs of the EU Inc or whether there is a need to include further rules within this Regulation or a broader harmonised approach in Directive (EU) 2026/799. Every three years the Commission should also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc. through the EU central interface in line with the harmonised index of consumer prices.

Or. en

Amendment 560

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

Proposal for a regulation

Recital 85

Text proposed by the CommissionAmendment
(85) The Commission should carry out an evaluation of this Regulation. The evaluation should cover, among others, the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. Every five years the Commission should also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc. through the EU central interface in line with the harmonised index of consumer prices.(85) The Commission should carry out an evaluation of this Regulation every two years. The evaluation should cover, among other things, the take-up of the new EU Inc. legal form and how the EU Inc. companies were formed.

Or. fr

Amendment 561

Pascal Canfin

Proposal for a regulation

Recital 85

Text proposed by the CommissionAmendment
(85) The Commission should carry out an evaluation of this Regulation. The evaluation should cover, among others, the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. Every five years the Commission should also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc. through the EU central interface in line with the harmonised index of consumer prices.(85) The Commission should carry out an evaluation of this Regulation. The evaluation should cover, among others, the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. In addition, the report should evaluate the use of the EU central interface and its user-friendly design for European founders, and assess whether the Commission should establish a central digital register for EU Inc. companies. Every five years the Commission should also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc. through the EU central interface in line with the harmonised index of consumer prices.

Or. en

Amendment 562

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

Proposal for a regulation

Recital 85 a (new)

Text proposed by the CommissionAmendment
(85a) The establishment of the EU Inc. constitutes an important first step towards a more integrated European business law framework. While this Regulation harmonises key aspects of corporate law for EU Inc. companies, significant legal fragmentation remains in areas closely linked to the establishment, operation, financing, restructuring and taxation of companies. In order to further strengthen the competitiveness of the Union and reduce barriers to cross-border business activities, including for EU Inc. entities, the Commission should continue developing a coherent European business law framework by identifying additional areas where harmonisation or optional Union-wide regimes would provide added value, while fully respecting the competences conferred on the Union by the Treaties. To support innovation in lawmaking, the Commission should, in cooperation with the Member States, establish regulatory sandboxes to test innovative legal and digital solutions before proposing their wider implementation.

Or. en

Amendment 563

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

Proposal for a regulation

Recital 85 a (new)

Text proposed by the CommissionAmendment
(85a) If the Commission’s evaluation concludes that this Directive has significant adverse effects on the functioning of the internal market, such as risks of harmful arbitrage or circumvention of national tax and social rules, and that those effects cannot be remedied in a proportionate manner by amending this Directive, the Commission shall, within six months of the publication of the report, submit a legislative proposal to repeal this Directive, accompanied by an impact assessment.

Or. fr

Amendment 564

Pascale Piera, Juan Carlos Girauta Vidal

Proposal for a regulation

Recital 87

Text proposed by the CommissionAmendment
(87) In order to allow time for preparation of Member States and companies, this Regulation should apply 12 months after its entry into force.(87) In order to allow Member States and companies time to prepare, the Member States should transpose this Directive at the latest 24 months after its entry into force.

Or. fr

Amendment 565

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

Proposal for a regulation

Recital 87

Text proposed by the CommissionAmendment
(87) In order to allow time for preparation of Member States and companies, this Regulation should apply 12 months after its entry into force.(87) In order to allow time for preparation of Member States and companies, this Regulation should apply 24 months after its entry into force.

Or. en

Amendment 566

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Recital 87 a (new)

Text proposed by the CommissionAmendment
(87a) The Regulation should not facilitate the creation of dormant companies established solely for future transfer or illicit purposes.

Or. en

Amendment 567

Victor Negrescu

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors in a way that supports quality employment, fair working conditions, creditor protection and social and territorial cohesion by:

Or. en

Amendment 568

Jörgen Warborn

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and ensure the free movement of services and capital and to create an efficient legal framework for companies and investors by:

Or. en

Amendment 569

Lukas Mandl

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework in view of facilitating the cross-border operations for companies and investors by:

Or. en

Amendment 570

Mario Mantovani

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework in order to facilitate cross-border operations for companies and investors by:

Or. it

Justification

This amendment makes clear that the proposal for a regulation aims to introduce a new legal form, in addition to national forms, to facilitate the cross-border activities of civil liability companies, without prejudice to the various national laws already in place.

Amendment 571

José Cepeda, Leire Pajín

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework in view of facilitating cross-border operations for companies and investors by:

Or. en

Justification

It is necessary to clarify that the proposed regulation aims at introducing a new legal form in addition to the national forms of limited liability companies, while leaving unchanged the different national laws already in existence.

Amendment 572

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for innovative startups and innovative scaleups companies and investors by:

Or. en

Amendment 573

Arash Saeidi

on behalf of The Left Group

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for startups companies and investors by:

Or. en

Amendment 574

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:1. This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:

Or. en

Amendment 575

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

Proposal for a regulation

Article premier – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for startups and investors by:

Or. fr

Amendment 576

Tobiasz Bocheński, Kosma Złotowski

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State, without affecting the continued availability and integrity of existing national company-law forms;

Or. en

Amendment 577

David Cormand

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form of a not publicly listed limited liability company (‘EU Inc.’) which is a startup or scaleup within the meaning of this regulation, provided in the legal order of every Member State;

Or. en

Amendment 578

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form for startups and scaleups, as defined in article 2 of this Regulation, of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;

Or. en

Amendment 579

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form of a limited liability company ('EU Inc.') for innovative startups and innovative scaleups provided in the legal order of every Member State;

Or. en

Amendment 580

Kira Marie Peter-Hansen

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form of a not publicly listed limited liability company (‘EU Inc.’) provided in the legal order of every Member State;

Or. en

Amendment 581

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new harmonised legal form of a limited liability company ('EU Inc.') for startups provided in the legal order of every Member State;

Or. en

Amendment 582

Mary Khan

Proposal for a regulation

Article 1 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;(a) creating a new European legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;

Or. en

Amendment 583

Mario Mantovani

Proposal for a regulation

Article 1 – paragraph 1 – point b

Text proposed by the CommissionAmendment
(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), for the purposes of the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), available on the e-Justice Portal, for the purposes of facilitating the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;

Or. it

Justification

This amendment specifies that the BRIS interface should be made available on the e-Justice Portal and subsequently linked up and interoperable.

Amendment 584

Lukas Mandl

Proposal for a regulation

Article 1 – paragraph 1 – point b

Text proposed by the CommissionAmendment
(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), for the purposes of the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), for the purposes of facilitating the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;

Or. en

Amendment 585

José Cepeda, Leire Pajín

Proposal for a regulation

Article 1 – paragraph 1 – point b

Text proposed by the CommissionAmendment
(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), for the purposes of the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;(b) creating an EU central interface, available on the e-Justice portal, for the purposes of facilitating the formation of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;

Or. en

Justification

This amendment specifies that the EU central interface should not necessarily be based on the Business Register Interconnection System, which, even after fifteen years, is performing poorly. It is therefore advisable to provide simply that the EU central interface should be made available on the e-Justice portal and then be connected and interoperable.

Amendment 586

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

Proposal for a regulation

Article premier – paragraph 1 – point c

Text proposed by the CommissionAmendment
(c) introducing measures to reduce obstacles to the use and acceptance of documents and information regarding EU Inc. companies including through the application of the once-only principle;(c) introducing measures to reduce obstacles to the use and acceptance of documents and information regarding EU Inc. companies, including through the application of the once-only principle, while complying with the national rules in place to combat tax and social fraud;

Or. fr

Amendment 587

Pascale Piera, Juan Carlos Girauta Vidal, Raffaele Stancanelli

Proposal for a regulation

Article premier – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;deleted

Or. fr

Amendment 588

Raffaele Stancanelli

Proposal for a regulation

Article 1 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;deleted

Or. en

Amendment 589

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

Proposal for a regulation

Article 1 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;deleted

Or. en

Justification

In line with amendments to delete Chapter X

Amendment 590

David Cormand

Proposal for a regulation

Article 1 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;deleted

Or. en

Amendment 591

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Article 1 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;deleted

Or. en

Amendment 592

Victor Negrescu

Proposal for a regulation

Article 1 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc.;(f) harmonising certain aspects of insolvency procedures applicable to specific categories of undertakings taking the legal form of EU Inc. by promoting timely restructuring and proportionate winding-up solutions for innovative startups, in order to preserve viable activity and protect jobs and creditors;

Or. en

Amendment 593

Pascale Piera, Juan Carlos Girauta Vidal

Proposal for a regulation

Article premier – paragraph 1 – point g

Text proposed by the CommissionAmendment
(g) prohibiting certain discriminatory measures with respect to EU Inc. companies whose registered office is in another Member State.deleted

Or. fr

Amendment 594

Victor Negrescu

Proposal for a regulation

Article 1 – paragraph 1 – point g

Text proposed by the CommissionAmendment
(g) prohibiting certain discriminatory measures with respect to EU Inc. companies whose registered office is in another Member State.(g) prohibiting certain discriminatory measures with respect to EU Inc. companies whose registered office is in another Member State and ensuring that EU Inc. companies can access Union and national support schemes, including cohesion, research and innovation instruments, on an equal basis with comparable company forms;

Or. en

Amendment 595

Mario Mantovani

Proposal for a regulation

Article 1 – paragraph 1 – point g a (new)

Text proposed by the CommissionAmendment
(ga) ensuring that the information entered is reliable and complete, so that it is fully usable by users in all Member States.

Or. it

Justification

After 15 years, the BRIS system is achieving disappointing results. It is therefore recommended to ensure that all information is reliable and complete, and that it can truly be used by users in all Member States.

Amendment 596

Tobiasz Bocheński, Kosma Złotowski

Proposal for a regulation

Article 1 – paragraph 1 – point g a (new)

Text proposed by the CommissionAmendment
(ga) ensuring that information concerning EU Inc. companies is reliable and complete, so as to enable its effective use in all Member States.

Or. en

Amendment 597

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Article 1 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
Article 1a
Scope
1. This Regulation shall be without prejudice to Union and national labour and social security law. In particular, it shall not affect:
(a) the law applicable to individual employment relationships, which shall continue to be governed by Regulation (EC) No 593/2008 (Rome I);
(b) the jurisdiction applicable to individual employment contracts, which shall continue to be governed by Articles 20 to 23 of Regulation (EU) No 1215/2012 (Brussels I Recast);
(c) the mandatory protection of workers, their representatives, trade unions and other protected persons under Union and national law, including Directives 2002/14/EC, 2009/38/EC, as amended by Directive (EU) 2025/2450, 2001/23/EC and Council Directive 98/59/EC;
(d) employee participation rights within the meaning of Article 2(k) of Directive 2001/86/EC;
(e) the mandatory employment and social security rules of the Member State in which the work is habitually carried out, including rules on working conditions, collective agreements, information and consultation rights, and social security obligations;
(f) minimum wage protection and collectively bargained wages, in particular pursuant to Directive (EU) 2022/2041 on adequate minimum wages in the European Union.
2. This Regulation shall not constitute valid grounds for reducing the level of protection already afforded to workers under Union law, national law or collective agreements.
Furthermore, this Regulation shall not affect the exercise of fundamental rights as recognised in the Member States and by Union law, including the right or freedom to negotiate, conclude and enforce collective agreements and to take industrial action in accordance with national law and practices consistent with Union law.
The provisions of Directive (EU) 2023/970 (Pay Transparency Directive) and Directive (EU) 2024/1760 (Corporate Sustainability Due Diligence Directive) shall apply fully to companies registering under this Regulation.
3. The legal form of a limited liability company (EU Inc.) shall not be used by companies operating in the construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work sectors. Additional high-risk sectors may be defined by the Commission, in close cooperation with the Member States and social partners.
4. An EU Inc. shall not be established where it does not meet the criteria for an innovative startup or scaleup as referred to in Article 2, or where its proposed object is an economic activity listed in Annex Ia of this Regulation. Those economic activities are considered unlikely to develop a new or improved product, service or process that significantly differs from previous iterations and is made available to potential users. The Commission shall adopt delegated acts in accordance with Article 106b to amend Annex Ia by updating the list of economic activities in close cooperation with the Member States and social partners.

Or. en

Amendment 598

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 1 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
This Regulation does not affect labour law, that is any legal or contractual provision concerning employment conditions, working conditions, including health and safety at work and the relationship between employers and workers, which Member States apply in accordance with national law which respects Union law. Equally, this Regulation does not affect the social security legislation of the Member States.

Or. en

Amendment 599

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
2. This Regulation applies to companies, established as EU Inc. companies within the territory of the Union in accordance with this Regulation.

Or. en

Amendment 600

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 b (new)

Text proposed by the CommissionAmendment
This Regulation is without prejudice to the application of the mandatory employment and social security laws of the Member State in which the work is habitually performed and shall not affect the exercise of fundamental rights as recognised in the Member States and by Union law .

Or. en

Amendment 601

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 b (new)

Text proposed by the CommissionAmendment
This Regulation does not affect the exercise of fundamental rights as recognised in the Member States and by Union law. Nor does it affect the right to negotiate

Or. en

Amendment 602

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 c (new)

Text proposed by the CommissionAmendment
This Regulation does not affect individual and collective Union and national labour law, including collective agreements, that is any legal or contractual provision concerning employment conditions, working conditions, including health and safety at work, remuneration and the relationship between employers and workers, and social security legislation of Member States and its coordination at Union level. The law applicable to individual employment contracts of an EU Inc. company, its branches and its subsidiaries remains exclusively determined by Article 8 of Regulation (EC) No 593/2008 and the jurisdiction over individual employment contracts of an EU Inc. company, its branches and its subsidiaries remains determined by Articles 20 to 23 of Regulation (EC) No 1215/2012.
This regulation is without prejudice in particular to:
(a) mandatory protection for workers, their representatives and trade unions, and other vulnerable parties, in particular pursuant to Directive 2002/14/EC, Directive 2009/38/EC as revised by Directive 2025/2450/EU, as well as Directive 2001/23/EC and Council Directive 98/59/EC;
(b) employee participation rights as defined in Article 2 (k) of Directive 2001/86/EC; and
(c) minimum wage protection as well as collective bargained wages, in particular pursuant to Directive (EU) 2022/2041 of the European Parliament and of the Council of 19 October 2022 on adequate minimum wages in the European Union.

Or. en

Amendment 603

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 c (new)

Text proposed by the CommissionAmendment
An EU Inc. shall not be established if where it does not meet the criteria for a innovative startup or scaleup as referred to in Article 2, or where its proposed object is an economic activity listed in Annex Ia of this Regulation. Those economic activities are considered unlikely to develop a new or improved product, service or process that significantly differs from previous iterations and is made available to potential users. Additional high-risk sectors may be defined by the Commission in close cooperation with Member States and social partners.

Or. en

Amendment 604

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 d (new)

Text proposed by the CommissionAmendment
This Regulation shall not constitute valid grounds for reducing the level of protection already afforded to workers within Member States under Union law, national law or collective agreements. It shall not in any way affect the exercise of rights recognised in the Member States and at Union level, including the right or freedom to strike or to take other action covered by the specific industrial relations systems in Member States in accordance with national law or practice. Neither does it affect the right to negotiate, conclude and enforce collective agreements, nor to take collective action in accordance with national law or practice.

Or. en

Amendment 605

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 1 – paragraph 1 d (new)

Text proposed by the CommissionAmendment
An EU Inc. shall not be established if where it does not meet the criteria for a startup as referred to in Article 2, or where its proposed object is an economic activity listed in Annex Ia of this Regulation. Those economic activities are considered unlikely to develop a new or improved product, service or process that significantly differs from previous iterations and is made available to potential users. Additional high-risk sectors may be defined by the Commission in close cooperation with Member States and social partners.

Or. en

Amendment 606

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 1 – paragraph 1 e (new)

Text proposed by the CommissionAmendment
Company law matters that are not covered by this Regulation or by the articles of association of an EU Inc., where expressly authorised by this Regulation, shall be governed by the national law, including the provisions transposing Union law, which apply to the relevant national legal form in the Member State in which the EU Inc. company has its registered office. Each Member State shall designate that relevant national legal form and inform the Commission about the designation by … [six months before the date of application of this Regulation].

Or. en

Amendment 607

Brando Benifei

Proposal for a regulation

Article 1 a (new)

Text proposed by the CommissionAmendment
Article 1a
Scope
1. This Regulation applies to companies, established as EU Inc. companies within the territory of the Union in accordance with this Regulation.
2. This Regulation shall not affect the exercise of fundamental rights as recognised in the Member States and by Union law and individual and collective Union and national labour law and rights, including collective agreements, that is any legal or contractual provision concerning employment conditions, working conditions, including health and safety at work, remuneration and the relationship between employers and workers, and social security legislation of Member States and its coordination at Union level. The law applicable to individual employment contracts of an EU Inc. company, its branches and its subsidiaries remains exclusively determined by Article 8 of Regulation (EC) No 593/2008 and the jurisdiction over individual employment contracts of an EU Inc. company, its branches and its subsidiaries remains determined by Articles 20 to 23 of Regulation (EC) No 1215/2012. This regulation is without prejudice in particular to: (a) mandatory protection for workers, their representatives and trade unions, and other vulnerable parties, in particular pursuant to Directive 2002/14/EC, Directive 2009/38/EC as revised by Directive 2025/2450/EU, as well as Directive 2001/23/EC and Council Directive 98/59/EC. The provisions of Directive (EU) 2023/970 (Pay Transparency Directive) and Directive (EU) 2024/1760 (Corporate Sustainability Due Diligence Directive - CS3D) shall apply fully to companies registering under this Regime.; (b) employee participation rights as defined in Article 2 (k) of Directive 2001/86/EC; and (c) minimum wage protection as well as collective bargained wages, in particular pursuant to Directive (EU) 2022/2041 of the European Parliament and of the Council of 19 October 2022 on adequate minimum wages in the European Union.
3. This Regulation shall not constitute valid grounds for reducing the level of protection already afforded to workers within Member States under Union law, national law or collective agreements. It shall not in any way affect the exercise of rights recognised in the Member States and at Union level, including the right or freedom to strike or to take other action covered by the specific industrial relations systems in Member States in accordance with national law or practice. Neither does it affect the right to negotiate, conclude and enforce collective agreements, nor to take collective action in accordance with national law or practice.
4. Company law matters that are not covered by this Regulation or by the articles of association of an EU Inc., where expressly authorised by this Regulation, shall be governed by the national law, including the provisions transposing Union law, which apply to the relevant national legal form in the Member State in which the EU Inc. company has its registered office. Each Member State shall designate that relevant national legal form and inform the Commission about the designation by … [3 months before the date of application of this Regulation]. Where a Member State makes use of the option referred to in Article 3, paragraph 2, it may designate a separate legal form for steward-owned companies as the relevant national legal form and inform the Commission about the designation by … [3 months before the date of application of this Regulation].
5. An EU Inc. may not be established if its proposed object is an economic activity listed in Annex Ia of this Regulation. Those economic activities are considered unlikely to develop a new or improved product, service or process that significantly differs from previous iterations and is made available to potential users. The Commission shall adopt delegated acts in accordance with Article 106b to amend Annex Ia by updating the list of economic activities in close cooperation with the Member States and social partners.

Or. en

Amendment 608

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 2 – paragraph 1 – point -1 (new)

Text proposed by the CommissionAmendment
(-1) ‘startup’ means an enterprise which fulfils all of the following criteria:
(a) it is an enterprise which employs fewer than 100 persons and whose annual turnover or annual balance sheet total, or both, does not exceed EUR 10 million;
(b) it has been operating for less than 10 years following its registration; and
(c) it is an autonomous enterprise, meaning it is not a partner enterprise within the meaning of point (-1b) nor a linked enterprise within the meaning of point (-1c)

Or. en

Amendment 609

David Cormand

Proposal for a regulation

Article 2 – paragraph 1 – point -1 a (new)

Text proposed by the CommissionAmendment
(-1a) ‘scaleup’ means an enterprise which fulfils all of the following criteria:
(a) it is a non-publicly listed enterprise which employs fewer than 500 persons and whose annual turnover or balance sheet total, or both, exceeds EUR 10 million;
(b) it is an enterprise whose average annualized increase in the number of employees or in revenue exceeds 20% over the two preceding years; and
(c) it is an autonomous enterprise, meaning it is not a partner enterprise within the meaning of point (-1b) nor a linked enterprise within the meaning of point (-1c)

Or. en

Amendment 610

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 2 – paragraph 1 – point -1 b (new)

Text proposed by the CommissionAmendment
(-1b) 'Partner enterprises’ are all enterprises which are not classified as linked enterprises within the meaning of point (-1c) and where one enterprise (upstream enterprise) holds, either solely or jointly with one or more linked enterprises, 25 % or more of the capital or voting rights of another enterprise (downstream enterprise), unless this 25% or more is held by the following investors, provided that those investors are not linked, within the meaning of point (-1c), either individually or jointly to the enterprise in question:
(a) public investment corporations, venture capital or private equity funds, individuals or groups of individuals with a regular venture capital investment activity that invest equity capital in unquoted businesses (‘business angels’), provided the total investment of those business angels in the same enterprise is less than EUR 5 000 000;
(b) universities or non-profit research centres;
(c) institutional investors, including regional development funds;
(d) autonomous local authorities with an annual budget of less than EUR 10 million and fewer than 5 000 inhabitants.

Or. en

Amendment 611

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 2 – paragraph 1 – point -1 c (new)

Text proposed by the CommissionAmendment
(-1c) Linked enterprises’ are enterprises which have any of the following relationships with each other:
(a) an enterprise has a majority of the shareholders’ or members’ voting rights in another enterprise;
(b) an enterprise has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another enterprise;
(c) an enterprise has the right to exercise a dominant influence over another enterprise pursuant to a contract entered into with that enterprise or to a provision in its memorandum or articles of association;
(d) an enterprise, which is a shareholder in or member of another enterprise, controls alone, pursuant to an agreement with other shareholders in or members of that enterprise, a majority of shareholders' or members' voting rights in that enterprise

Or. en

Amendment 612

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 1

Text proposed by the CommissionAmendment
(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, based on BRIS and its Union digital access point, as referred to in Article 22 of Directive (EU) 2017/1132;(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, based on BRIS and its Union digital access point, as referred to in Article 22 of Directive (EU) 2017/1132, which is designed to be user-friendly and accessible for founders and SMEs in all Member States;

Or. en

Amendment 613

Raffaele Stancanelli

Proposal for a regulation

Article 2 – paragraph 1 – point 1

Text proposed by the CommissionAmendment
(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, based on BRIS and its Union digital access point, as referred to in Article 22 of Directive (EU) 2017/1132;(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, to be made available on the e-justice portal, for the purpose of facilitating the formation of an EU Inc.;

Or. en

Amendment 614

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 1

Text proposed by the CommissionAmendment
(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, based on BRIS and its Union digital access point, as referred to in Article 22 of Directive (EU) 2017/1132;(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, for the purpose of making it available on the e-Justice Portal to facilitate the formation of companies taking the legal form of EU Inc.

Or. ro

Amendment 615

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 2 – paragraph 1 – point 1 a (new)

Text proposed by the CommissionAmendment
(1a) (-1a) ‘innovative start ups’ means any company that fulfils the innovative start ups criteria set out in the Commission Recommendation on the definition of innovative enterprises, startups and high growth scaleups1a, and is not an autonomous enterprise nor a temporary-work agency under the definition of Directive 2008/104/EC Article 3.1.b, nor a partner enterprise or a linked enterprise of said companies.
1a C (2026) 1800

Or. en

Amendment 616

Raffaele Stancanelli

Proposal for a regulation

Article 2 – paragraph 1 – point 1 a (new)

Text proposed by the CommissionAmendment
(1a) 'EU Inc.' means, for the purposes of this Directive, a company that meets the criteria for innovative enterprises set out in the Commission Recommendation C (2026) 1800 final of 18 March 2026, without prejudice to applicable national laws. Existing companies may convert to “EU Inc.”, provided they meet the specified criteria.

Or. en

Amendment 617

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

Proposal for a regulation

Article 2 – paragraph 1 – point 1 a (new)

Text proposed by the CommissionAmendment
(1a) ‘startup’ means an enterprise which employs fewer than 100 persons, whose annual turnover or annual balance sheet total, or both, does not exceed EUR 10 million, and which has been operating for less than 10 years following its registration;

Or. fr

Justification

We would like to limit the scope to startups only, in line with the Commission’s definition in the Annex to its Recommendation (EU) 2026/720 of 18 March 2026 on the definition of innovative enterprises, innovative startups and innovative scaleups.

Amendment 618

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 2 – paragraph 1 – point 1 b (new)

Text proposed by the CommissionAmendment
(1b) (-1b) ‘innovative scale ups’ means any company that fulfils the innovative scale ups criteria set out in the COMMISSION RECOMMENDATION on the definition of innovative enterprises, innovative startups and innovative scaleups2a and is not an autonomous enterprise nor a temporary-work agency under the definition of Directive 2008/104/EC Article 3.1.b, nor a partner enterprise or a linked enterprise of said companies.
2a C/2026/1800 final

Or. en

Amendment 619

José Cepeda, Leire Pajín

Proposal for a regulation

Article 2 – paragraph 1 – point 2

Text proposed by the CommissionAmendment
(2) ‘Business Registers Interconnection System’ (‘BRIS’) means the system of interconnection of registers operating at the Union level, composed by the business registers of the Member States, the platform and the E-Justice portal as referred to Article 22 of Directive (EU) 2017/1132;(2) ‘EU central interface’ means a digital user system established, operated and maintained by the Commission, to be made avilable on the e-Justice portal, for the purpose of facilitating the formation of an EU Inc.;

Or. en

Amendment 620

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 4

Text proposed by the CommissionAmendment
(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural person who is registered into the digital register of shares;(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural person who is registered into the digital register of shares, including employees holding shares or share-based instruments;

Or. en

Amendment 621

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 4

Text proposed by the CommissionAmendment
(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural person who is registered into the digital register of shares;(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural person who is registered into the register of shares;

Or. ro

Amendment 622

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

Proposal for a regulation

Article 2 – paragraph 1 – point 6

Text proposed by the CommissionAmendment
(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out;(6) ‘branch’ means a fixed establishment of an EU Inc., which is not a separate legal person from that EU Inc., and through which the company carries out all or part of its economic activities, and which may have separate management, through which an economic activity of a company is carried out;

Or. en

Amendment 623

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 6

Text proposed by the CommissionAmendment
(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out;(6) ‘branch’ means a branch which is subject to Article 49 TFEU;

Or. ro

Amendment 624

Lukas Mandl

Proposal for a regulation

Article 2 – paragraph 1 – point 6

Text proposed by the CommissionAmendment
(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out;(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out, and to which Article 49 TFUE is applicable;

Or. en

Amendment 625

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

Proposal for a regulation

Article 2 – paragraph 1 – point 6

Text proposed by the CommissionAmendment
(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out;(6) ‘branch’ means a fixed establishment, which is not a separate legal person from an EU Inc. company but may have separate management, through which an economic activity of a company is carried out;

Or. fr

Amendment 626

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

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure; when signed documents are required, the applicable rules on electronic identification shall apply and if electronic identification is not possible, then non-electronical identification´s rules may be applied;

Or. en

Amendment 627

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure, without prejudice to national rules allowing or requiring physical presence in specific cases for reasons of fraud prevention or protection of workers and creditors;

Or. en

Amendment 628

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

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure, without prejudice to additional national identification requirements when it comes to the provision of documents;

Or. fr

Amendment 629

José Cepeda, Leire Pajín

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in physical presence before any authority or person or body mandated under national law to deal with any aspect of the procedure;

Or. en

Amendment 630

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘online procedure’ means a procedure that can be carried out online without the necessity to appear physically before any authority or person or body mandated under national law to deal with any aspect of the procedure;

Or. ro

Amendment 631

Raffaele Stancanelli, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘online procedure’ means a procedure that can be carried out online without the necessity to appear in physical presence before any authority or person or body mandated under national law to deal with any aspect of the procedure;

Or. en

Amendment 632

Lukas Mandl

Proposal for a regulation

Article 2 – paragraph 1 – point 7

Text proposed by the CommissionAmendment
(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;(7) ‘online procedure’ means a procedure that can be carried out online without the necessity to appear in physical presence before any authority or person or body mandated under national law to deal with any aspect of the procedure;

Or. en

Amendment 633

Adrián Vázquez Lázara, Maravillas Abadía Jover

Proposal for a regulation

Article 2 – paragraph 1 – point 8

Text proposed by the CommissionAmendment
(8) ‘employee participation’ means participation as defined in point (k) of Article 2 of Directive 2001/86/EC;deleted

Or. en

Justification

If Article 12 is removed, this definition becomes unused.

Amendment 634

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

Proposal for a regulation

Article 2 – paragraph 1 – point 8

Text proposed by the CommissionAmendment
(8) ‘employee participation’ means participation as defined in point (k) of Article 2 of Directive 2001/86/EC;(8) ‘employee participation’ means participation as defined in point (k) of Article 2 of Directive 2001/86/EC, without prejudice to national laws;

Or. fr

Amendment 635

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 9

Text proposed by the CommissionAmendment
(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the necessary steps for its entry in the business register;(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the necessary steps for its entry in the business register and the allocation of a tax identification number and, where applicable, a VAT identification number and registration in the beneficial ownership register in accordance with Union and national law;

Or. en

Amendment 636

Lukas Mandl

Proposal for a regulation

Article 2 – paragraph 1 – point 9

Text proposed by the CommissionAmendment
(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the necessary steps for its entry in the business register;(9) ‘formation’ means the whole process of establishing an EU Inc. including the drawing up of the articles of association and all the necessary steps for its entry in the business register;

Or. en

Amendment 637

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 9

Text proposed by the CommissionAmendment
(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the necessary steps for its entry in the business register;(9) ‘formation’ means the whole process of establishing an EU Inc. including the drafting of the articles of association and all the necessary steps for its entry in the business register;

Or. ro

Amendment 638

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

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.(10) ‘filing’ means the procedure of submitting information or documents to a business register and/or any other public register, in accordance with the provisions of this Regulation or with national law, either directly or through the EU central interface;

Or. fr

Amendment 639

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

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.(10) ‘filing’ means the procedure of submitting information or documents to a business register or where required by this Regulation or national law, another public register , either directly or through the EU central interface.

Or. en

Amendment 640

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.10. ‘filing’ means the procedure of submitting information or documents to a business register;

Or. ro

Amendment 641

Raffaele Stancanelli, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.(10) ‘filing’ means the procedure of submitting information or documents to a business register.

Or. en

Amendment 642

José Cepeda, Leire Pajín

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.(10) ‘filing’ means the procedure of submitting information or documents to a business register.

Or. en

Amendment 643

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

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Text proposed by the CommissionAmendment
(10) ‘filing’ means the procedure of submitting information or documents to a business register, either directly or through the EU central interface.(10) ‘filing’ means the procedure of submitting information or documents to a business register through the EU central interface.

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 644

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 11

Text proposed by the CommissionAmendment
(11) ‘object of the company’ means the main activity or activities of the company, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, more specific activities and purposes;(11) ‘object of the company’ means the main activity or activities of the company;

Or. ro

Amendment 645

Raffaele Stancanelli, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 11

Text proposed by the CommissionAmendment
(11) ‘object of the company’ means the main activity or activities of the company, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, more specific activities and purposes;(11) ‘object of the company’ means the main activity or activities of the company;

Or. en

Amendment 646

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 11

Text proposed by the CommissionAmendment
(11) ‘object of the company’ means the main activity or activities of the company, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, more specific activities and purposes;(11) ‘object of the company’, where described using words other than 'any lawful activity' or similarly broad expressions, means the main activity or activities of the company, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, more specific activities and purposes;

Or. it

Justification

In some advanced economies, including the United States and the United Kingdom, it is established practice to enable companies to describe the object of their company with the words 'any lawful activity' or similar. This eliminates any possible uncertainty as to whether the company representatives are acting within their remit and/or in accordance with their duties. Insisting that the activity covered by the object of the company correspond to a NACE code introduces undue rigidity to the description of that activity.

Amendment 647

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 2 – paragraph 1 – point 12 a (new)

Text proposed by the CommissionAmendment
(12a) 'Partner enterprises' are all enterprises which are not classified as linked enterprises within the meaning of point (-1f) and where one enterprise (upstream enterprise) holds, either solely or jointly with one or more linked enterprises, 25 % or more of the capital or voting rights of another enterprise (downstream enterprise), unless this 25% or more is held by the following investors, provided that those investors are not linked, within the meaning of point (-1f), either individually or jointly to the enterprise in question: (a) public investment corporations, venture capital or private equity funds, individuals or groups of individuals with a regular venture capital investment activity that invest equity capital in unquoted businesses ('business angels'), provided the total investment of those business angels in the same enterprise is less than EUR 5 000 000; (b) universities or non-profit research centres; (c) institutional investors, including regional development funds; (d) autonomous local authorities with an annual budget of less than EUR 10 million and fewer than 5 000 inhabitants.

Or. en

Amendment 648

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 2 – paragraph 1 – point 12 b (new)

Text proposed by the CommissionAmendment
(12b) 'Linked enterprises' are enterprises which have any of the following relationships with each other: (a) an enterprise has a majority of the shareholders' or members' voting rights in another enterprise; (b) an enterprise has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another enterprise (c) an enterprise has the right to exercise a dominant influence over another enterprise pursuant to a contract entered into with that enterprise or to a provision in its memorandum or articles of association; (d) an enterprise, which is a shareholder in or member of another enterprise, controls alone, pursuant to an agreement with other shareholders in or members of that enterprise, a majority of shareholders' or members' voting rights in that enterprise; (e) an enterprise has entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods; (f) an enterprise entrusts to another enterprise the manufacture of goods, the supply of services or the performance of a core activity, to be provided to the client or performed on his behalf by relying on the subcontractor’s own business organisation and workforce

Or. en

Amendment 649

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 13

Text proposed by the CommissionAmendment
(13) ‘liquidation’ means the procedure of the winding up of the dissolved company’s affairs;(13) 'liquidation' means the procedure of settling the relationships pertaining to a dissolved company, whereby the company’s affairs are settled and its assets realised in order to discharge its liabilities, either by the company itself or by one or more liquidators;

Or. it

Justification

The academic and legal expert opinions received in relation to Chapter IX revealed that the terminology in the chapter is used in an approximative manner. Precise and uniform definitions are a small price to pay for an amendment that would do away with 27 different national interpretations of the same words.

Amendment 650

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 13

Text proposed by the CommissionAmendment
(13) ‘liquidation’ means the procedure of the winding up of the dissolved company’s affairs;(13) ‘liquidation’ means the procedure of the winding up of the dissolved company’s affairs and the distribution of remaining assets in accordance with applicable Union and national rules on creditor priority and protection of employees’ claims;

Or. en

Amendment 651

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 15

Text proposed by the CommissionAmendment
(15) ‘EU Company Certificate’ means an authenticated document issued by a Member State business register containing key information about a company registered in that business register, which is accepted in EU Member States, in accordance with Article 16b of Directive (EU) 2017/1132;(15) ‘EU Company Certificate’ means the 'EU Company Certificate' referred to in Article 16b of Directive (EU) 2017/1132, as implemented in the Member State of registration for the designated national legal form, in accordance with Article 4(3);

Or. ro

Amendment 652

Lukas Mandl

Proposal for a regulation

Article 2 – paragraph 1 – point 15

Text proposed by the CommissionAmendment
(15) ‘EU Company Certificate’ means an authenticated document issued by a Member State business register containing key information about a company registered in that business register, which is accepted in EU Member States, in accordance with Article 16b of Directive (EU) 2017/1132;(15) ‘EU Company Certificate’ means the ‘EU Company Certificate’ indicated in Article 16b of Directive (EU) 2017/1132 as implemented in the Member State of registration for the designated national legal form according to Article 4(3)

Or. en

Amendment 653

Raffaele Stancanelli

Proposal for a regulation

Article 2 – paragraph 1 – point 15

Text proposed by the CommissionAmendment
(15) ‘EU Company Certificate’ means an authenticated document issued by a Member State business register containing key information about a company registered in that business register, which is accepted in EU Member States, in accordance with Article 16b of Directive (EU) 2017/1132;(15) ‘EU Company Certificate’ means the ‘EU Company Certificate’ indicated in Article 16b of Directive (EU) 2017/1132 as implemented in the Member State of registration for the designated national legal form according to Article 4(3);

Or. en

Amendment 654

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 18

Text proposed by the CommissionAmendment
(18) ‘registration of a branch’ means a process leading to making publicly available the documents and information relating to a branch opened in a Member State;(18) ‘registration of a branch’ means the procedure of registering branches pursuant to Article 28a of Directive (EU) 2017/1132, as implemented in the Member State of registration of the EU Inc.

Or. ro

Amendment 655

José Cepeda, Leire Pajín

Proposal for a regulation

Article 2 – paragraph 1 – point 18

Text proposed by the CommissionAmendment
(18) ‘registration of a branch’ means a process leading to making publicly available the documents and information relating to a branch opened in a Member State;(18) ‘registration of a branch’ means the procedure of registration of branches in accordance to Article 28a of Directive (EU) 2017/1132 as implemented in the Member State of registration of the EU. Inc.;

Or. en

Amendment 656

Raffaele Stancanelli, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 18

Text proposed by the CommissionAmendment
(18) ‘registration of a branch’ means a process leading to making publicly available the documents and information relating to a branch opened in a Member State;(18) ‘registration of a branch’ means the procedure of registration of branches in accordance to Article 28a of Directive (EU) 2017/1132 as implemented in the Member State of registration of the EU. Inc.;

Or. en

Amendment 657

Victor Negrescu

Proposal for a regulation

Article 2 – paragraph 1 – point 20

Text proposed by the CommissionAmendment
(20) ‘distribution’ means any direct or indirect transfer of economic value to a shareholder without due consideration and in the absence of a genuine commercial purpose, with the exception of capital reductions, the acquisition of own shares by the company and the redemption of shares;(20) ‘distribution’ means any direct or indirect transfer of economic value to a shareholder without due consideration and in the absence of a genuine commercial purpose, with the exception of capital reductions, the acquisition of own shares by the company and the redemption of shares and subject to the safeguards laid down in this Regulation and in Union and national law to protect creditors and ensure that distributions do not jeopardise the solvency of the company;

Or. en

Amendment 658

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 21

Text proposed by the CommissionAmendment
(21) ‘digital register of shares’ means the record of shares maintained in a digital format by the company or by a third party, which contains information on the ownership of the shares at any time by identifying the holder of each share, as well as the history of all share transfers;(21) ‘register of shares’ means the record of shares maintained by the company or by a third party, which contains information on the ownership of the shares at any time by identifying the holder of each share, as well as the history of all share transfers;

Or. ro

Amendment 659

Daniel Buda

Proposal for a regulation

Article 2 – paragraph 1 – point 23

Text proposed by the CommissionAmendment
(23) ‘digital share certificate’ means a legal document issued by the company specifying the shares held by a shareholder as evidenced in the digital register of shares that confirms the entitlement of ownership of the shares specified therein;deleted

Or. ro

Amendment 660

José Cepeda, Leire Pajín

Proposal for a regulation

Article 2 – paragraph 1 – point 23

Text proposed by the CommissionAmendment
(23) ‘digital share certificate’ means a legal document issued by the company specifying the shares held by a shareholder as evidenced in the digital register of shares that confirms the entitlement of ownership of the shares specified therein;(23) ‘digital share certificate’ means a document issued by the company specifying the shares held by a shareholder in the digital register of shares. this certificate shall have full legal validity, provided that it has been issued by an independent and impartial third party that has carried out preventive control of the transfer of the shares in accordance with Article 14;

Or. en

Amendment 661

Raffaele Stancanelli

Proposal for a regulation

Article 2 – paragraph 1 – point 23

Text proposed by the CommissionAmendment
(23) ‘digital share certificate’ means a legal document issued by the company specifying the shares held by a shareholder as evidenced in the digital register of shares that confirms the entitlement of ownership of the shares specified therein;(23) ‘digital share certificate’ means a document issued by the company specifying the shares held by a shareholder in the digital register of shares; this certificate shall have full legal validity, provided that it has been issued by an independent and impartial third party that has carried out preventive control of the transfer of the shares in accordance with Article 14.

Or. en

Amendment 662

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Article 2 – paragraph 1 – point 27

Text proposed by the CommissionAmendment
(27) ‘warrants’ means instruments which entitle their holders to subscribe for new shares in the company for a consideration;(27) ‘options’ means instruments which entitle their holders to subscribe for new shares in the company for a consideration;

Or. en

Amendment 663

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 29

Text proposed by the CommissionAmendment
(29) ‘dissolution’ means the decision or event, including a decision of the general meeting, the expiry of a term or occurrence of an event specified in the articles of association or a judicial order, that marks the end of the company´s normal business operations and, except in cases of restructuring or rescue as provided by insolvency law, initiates the liquidation process;(29) ‘dissolution’ means the decision or event, including a resolution or event, including a resolution of the general meeting, the expiry of a term or occurrence of an event specified in the articles of association or a judicial order, that marks the end of the EU Inc. company's normal business activities and, except in cases of restructuring or rescue as provided by insolvency law, initiates the liquidation process; simplified (fast-track) winding-up proceedings shall be conducted in accordance with Chapter IX

Or. it

Justification

The academic and legal expert opinions received in relation to Chapter IX revealed that the terminology in the chapter is used in an approximative manner. Precise and uniform definitions are a small price to pay for an amendment that would do away with 27 different national interpretations of the same words.

Amendment 664

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 2 – paragraph 1 – point 30 a (new)

Text proposed by the CommissionAmendment
(30a) ‘startup’ means an enterprise which fulfils all of the following criteria:
(a) it is an enterprise which employs fewer than 100 persons,
(b) whose annual turnover or annual balance sheet total, or both, does not exceed EUR 5 million;
(c) which has been operating for less than 10 years following its registration
(d) is an autonomous enterprise, meaning it is not a partner enterprise withing the meaning of point (-1d) nor a linked enterprise within the meaning of point (-1e),
(e) is not a temporary-work agency under the definition of Directive 2008/104/EC Article 3.1.b;
(f) has the objective as an undertaking of commercialisation, in the last three financial years it has developed, is developing or will, in the foreseeable future, develop products, services or business processes, which are new or substantially improved compared to the state of the art in its industry, and which carry a risk of technological or industrial failure.

Or. en

Amendment 665

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

Proposal for a regulation

Article 2 – paragraph 1 – point 30 a (new)

Text proposed by the CommissionAmendment
(30a) ‘employee’ means a natural person who, for a certain period of time, performs services for and under the direction or control of an EU Inc. in return for remuneration, irrespective of the legal classification of the contractual relationship under national law.

Or. en

Amendment 666

René Repasi

Proposal for a regulation

Article 2 – paragraph 1 – point 30 a (new)

Text proposed by the CommissionAmendment
(30a) ‘economic participation rights’ means rights to dividends, distributions, redemption payments, liquidation proceeds, proceeds from a sale of shares or other direct or indirect participation in the profits or residual value of the company;

Or. en

Amendment 667

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 30 a (new)

Text proposed by the CommissionAmendment
(30a) ‘microenterprise’ means an enterprise as defined in Article 2(3) of the Annex to Commission Recommendation 2003/361/EC

Or. it

Justification

The amendment includes a reference to the established definitions in Recommendation 2003/361/EC, in order to provide legal certainty and consistency with the acquis, without creating new categories. The definitions are relevant solely for the provisions on drawing up templates for articles of association and forms, and for the monitoring clauses, and shall not establish a separate legal regime but protect the uniform nature of the EU Inc. form.

Amendment 668

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 30 a (new)

Text proposed by the CommissionAmendment
(30a) "customer due diligence" means the measures referred to in Regulation (EU) 2024/1624;

Or. en

Amendment 669

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 30 b (new)

Text proposed by the CommissionAmendment
(30b) 'small enterprise' means an enterprise as defined in Article 2(2) of the Annex to Commission Recommendation 2003/361/EC;

Or. it

Justification

The amendment includes a reference to the established definitions in Recommendation 2003/361/EC, in order to provide legal certainty and consistency with the acquis, without creating new categories. The definitions are relevant solely for the provisions on drawing up templates for articles of association and forms, and for the monitoring clauses, and shall not establish a separate legal regime but protect the uniform nature of the EU Inc. form.

Amendment 670

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 30 b (new)

Text proposed by the CommissionAmendment
(30b) "beneficial owner" shall have the meaning assigned to it in Regulation (EU) 2024/1624;

Or. en

Amendment 671

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Article 2 – paragraph 1 – point 30 c (new)

Text proposed by the CommissionAmendment
(30c) "anti-money laundering and countering the financing of terrorism rules" ("AML/CFT rules") means the applicable provisions of Regulation (EU) 2024/1624, Directive (EU) 2024/1640 and other applicable Union legislation.

Or. en

Amendment 672

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 30 c (new)

Text proposed by the CommissionAmendment
(30c) 'small and medium-sized enterprises’ or ‘SMEs’ means micro, small or medium-sized enterprises as defined in Article 2 of the Annex to Recommendation 2003/361/EC.

Or. it

Justification

The amendment includes a reference to the established definitions in Recommendation 2003/361/EC, in order to provide legal certainty and consistency with the acquis, without creating new categories. The definitions are relevant solely for the provisions on drawing up templates for articles of association and forms, and for the monitoring clauses, and shall not establish a separate legal regime but protect the uniform nature of the EU Inc. form.

Amendment 673

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 30 d (new)

Text proposed by the CommissionAmendment
(30d) 'winding-up' means the legal effect by which an EU Inc. company ceases to exist following its dissolution and, where applicable, subsequent liquidation.

Or. it

Justification

The academic and legal expert opinions received in relation to Chapter IX revealed that the terminology in the chapter is used in an approximative manner. Precise and uniform definitions are a small price to pay for an amendment that would do away with 27 different national interpretations of the same words.

Amendment 674

Mario Mantovani

Proposal for a regulation

Article 2 – paragraph 1 – point 30 e (new)

Text proposed by the CommissionAmendment
(30e) 'innovative enterprise or startup' means a company that meets the criteria laid down in Commission Recommendation [C(2026) 1800] on the definition of innovative enterprises, innovative startups and innovative scaleups or, in the case of an SME, which is able to demonstrate, by means of a cumulative indicator, that it has, in the past three years, invested in advanced capital goods, automation and robotics technologies, or solutions for the green and energy transitions, for a total value that equates to the innovation threshold set in that recommendation.

Or. it

Amendment 675

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Article 2 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
(-1) 'startup' means an enterprise which fulfils all of the following criteria: (a) it is an enterprise which employs fewer than 100 persons and whose annual turnover or annual balance sheet total, or both, does not exceed EUR 5 million; (b) it has been operating for less than 10 years following its registration; (c) It is an autonomous enterprise, meaning it is not a partner enterprise withing the meaning of point (-1c) nor a linked enterprise within the meaning of point (-1d), (d) is not a temporary-work agency under the definition of Directive 2008/104/EC Article 3.1.b;
(-1a) 'scaleup' means an enterprise which fulfils all of the following criteria: (a) it is a non-publicly listed enterprise which employs fewer than 500 persons and whose annual turnover or balance sheet total, or both, exceeds EUR 10 million; (b) it is an enterprise whose average annualized increase in the number of employees or in revenue exceeds 20% over the two preceding years; (c) It is an autonomous enterprise, meaning it is not a partner enterprise withing the meaning of point (-1b) nor a linked enterprise within the meaning of point (-1c), d) is not a temporary-work agency under the definition of Directive 2008/104/EC Article 3.1.b;
(-1b) 'Partner enterprises' are all enterprises which are not classified as linked enterprises within the meaning of point (-1c) and where one enterprise (upstream enterprise) holds, either solely or jointly with one or more linked enterprises, 25 % or more of the capital or voting rights of another enterprise (downstream enterprise), unless this 25% or more is held by the following investors, provided that those investors are not linked, within the meaning of point (-1c), either individually or jointly to the enterprise in question: (a) public investment corporations, venture capital or private equity funds, individuals or groups of individuals with a regular venture capital investment activity that invest equity capital in unquoted businesses ('business angels'), provided the total investment of those business angels in the same enterprise is less than EUR 5 000 000; (b) universities or non-profit research centres; (c) institutional investors, including regional development funds; (d) autonomous local authorities with an annual budget of less than EUR 10 million and fewer than 5 000 inhabitants.
(-1c) 'Linked enterprises' are enterprises which have any of the following relationships with each other: (a) an enterprise has a majority of the shareholders' or members' voting rights in another enterprise; (b) an enterprise has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another enterprise (c) an enterprise has the right to exercise a dominant influence over another enterprise pursuant to a contract entered into with that enterprise or to a provision in its memorandum or articles of association; (d) an enterprise, which is a shareholder in or member of another enterprise, controls alone, pursuant to an agreement with other shareholders in or members of that enterprise, a majority of shareholders' or members' voting rights in that enterprise; (e) an enterprise has entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods; (f) an enterprise entrusts to another enterprise the manufacture of goods, the supply of services or the performance of a core activity, to be provided to the client or performed on his behalf by relying on the subcontractor’s own business organisation and workforce.

Or. en

Amendment 676

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 3 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
EU Inc. shall be a legal form provided for in the legal order of each Member State, which shall have the following characteristics:EU Inc. shall be a legal form for innovative startups and innovative scaleups provided for in the legal order of each Member State, which shall have the following characteristics:

Or. en

Amendment 677

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 3 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
EU Inc. shall be a legal form provided for in the legal order of each Member State, which shall have the following characteristics:EU Inc. shall be a legal form for startups provided for in the legal order of each Member State, which shall have the following characteristics:

Or. en

Amendment 678

Lukas Mandl

Proposal for a regulation

Article 3 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
EU Inc. shall be a legal form provided for in the legal order of each Member State, which shall have the following characteristics:EU Inc. shall be a new legal form provided for in the legal order of each Member State, which shall have the following characteristics:

Or. en

Amendment 679

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

Proposal for a regulation

Article 3 – paragraph 1 – introductory part

Text proposed by the CommissionAmendment
EU Inc. shall be a legal form provided for in the legal order of each Member State, which shall have the following characteristics:1. EU Inc. shall be a legal form provided for in the legal order of each Member State, which shall have the following characteristics:

Or. en

Amendment 680

Pascal Canfin

Proposal for a regulation

Article 3 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) a shareholder shall not be liable for the obligations of the company;(a) a shareholder shall not be liable for the obligations of the company to the extent that the shareholder acts lawfully in the capacity of a shareholder;

Or. en

Justification

Shareholders shall not be liable for the obligations of the company, however they should be liable if they abuse their rights as a shareholder or they act unlawfully.

Amendment 681

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 3 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) a shareholder shall not be liable for the obligations of the company;(a) to the extent they are acting lawfully in their shareholder capacity, a shareholder shall not be liable for the obligations of the company.

Or. en

Amendment 682

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

Proposal for a regulation

Article 3 – paragraph 1 – point a

Text proposed by the CommissionAmendment
(a) a shareholder shall not be liable for the obligations of the company;(a) its shareholders shall not be liable for the obligations of the company solely by virtue of being shareholder;

Or. en

Amendment 683

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

Proposal for a regulation

Article 3 – paragraph 1 – point d

Text proposed by the CommissionAmendment
(d) it may be formed ex nihilo in accordance with Articles 16 to 19 or through domestic or cross-border conversions, mergers or divisions in accordance with Article 21;(d) it may be formed ex nihilo in accordance with Articles 17 to 19 or through domestic or cross-border conversions, mergers or divisions in accordance with Article 21;

Or. fr

Amendment 684

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 3 – paragraph 1 – point d

Text proposed by the CommissionAmendment
(d) it may be formed ex nihilo in accordance with Articles 16 to 19 or through domestic or cross-border conversions, mergers or divisions in accordance with Article 21;(d) it may be formed in accordance with Articles 16 to 19 or through domestic or cross-border conversions, mergers or divisions in accordance with Article 21;

Or. en

Amendment 685

David Cormand

Proposal for a regulation

Article 3 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) upon its creation, it qualifies as a startup ([or scaleup) within the meaning of art. 2 (-1a) or art. 2 (-1b) of this regulation;

Or. en

Amendment 686

Victor Negrescu

Proposal for a regulation

Article 3 – paragraph 1 – point f

Text proposed by the CommissionAmendment
(f) it shall be set up for an unlimited period of time, unless provided otherwise in the articles of association.(f) it shall be set up for an unlimited period of time, unless provided otherwise in the articles of association and subject to dissolution and liquidation under the conditions laid down in this Regulation and in Union and national law, including safeguards for employees and creditors;

Or. en

Amendment 687

Kira Marie Peter-Hansen, Sergey Lagodinsky

on behalf of the Verts/ALE Group

David Cormand

Proposal for a regulation

Article 3 – paragraph 1 – point f a (new)

Text proposed by the CommissionAmendment
(fa) it shall convert itself into a public limited company under Union or national law in accordance with Union and national conversion rules if it intends to list itself on the stock market.

Or. en

Amendment 688

Lukas Mandl

Proposal for a regulation

Article 3 – paragraph 1 – subparagraph 1 (new)

Text proposed by the CommissionAmendment
This provision is without prejudice to liabilities expressly provided for in this Regulation or arising from fraud, abuse or voluntarily assumed obligations.

Or. en

Amendment 689

Arash Saeidi

on behalf of The Left Group

Proposal for a regulation

Article 3 – paragraph 1 – point f a (new)

Text proposed by the CommissionAmendment
(fa) it shall be formed by one or more natural or legal persons;

Or. en

Amendment 690

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

Proposal for a regulation

Article 3 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
2. Unless otherwise provided for in this Regulation, the calculation of time limits shall be governed by the law of the Member State in which the relevant procedure or legal act is carried out.

Or. en

Amendment 691

Angelika Niebler, Monika Hohlmeier

Proposal for a regulation

Article 3 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
The EU Inc. legal form shall be open to all natural and legal persons, irrespective of the size, sector, prior legal form, or age of the undertaking.

Or. en

Amendment 692

Eric Sargiacomo, Nora Mebarek, Raphaël Glucksmann

Proposal for a regulation

Article 4

Text proposed by the CommissionAmendment
Article 4deleted
Rules applicable to EU Inc.
1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation.
2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office.
3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies.

Or. en

Amendment 693

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

Proposal for a regulation

Article 4 – title

Text proposed by the CommissionAmendment
Rules applicable to EU Inc.Scope

Or. fr

Amendment 694

Pascale Piera, Juan Carlos Girauta Vidal

Proposal for a regulation

Article 4 – paragraph 1

Text proposed by the CommissionAmendment
1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation.1. Only startups as defined in Article 2(1a) of this Regulation whose economic activity is compatible with Annex Ia shall be eligible to obtain the EU Inc. legal form. These shall be governed by this Regulation and by their articles of association, without prejudice to national laws applicable in areas not covered by this Regulation.

Or. fr

Amendment 695

Maravillas Abadía Jover

Proposal for a regulation

Article 4 – paragraph 1

Text proposed by the CommissionAmendment
1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation.1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation. The provisions relating to individual and collective labour law are excluded from the scope of this Regulation and shall continue to be governed by the applicable Union and Member State law.

Or. en