amendment list, 22 July 2026
The 28th regime corporate legal framework – 'EU Inc.'
Document JURI-AM-791130 · (COM(2026)0321 – 2026/0074(COD))
Committee on Legal Affairs
Full text
Jump to an amendment (344)
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Text 2,330 paragraphs
Amendment 996
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 16 – paragraph 2 – subparagraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| If, following the preventive control, it is established that information is missing from the application in order to ensure a proper preventive control, or elements have arisen that indicate the existence of a risk of abusive or fraudulent use of the EU Inc. legal form, in particular potential tax evasion, social security evasion or money laundering, Member States can extend the period for preventive control established in paragraph 2 with the time strictly necessary to carry out additional checks, which should be at least two weeks. This period shall be further extended in case the responsible authorities have asked for additional information from the prospective directors until such information is received. |
Or. en
Amendment 997
Lukas Mandl
Proposal for a regulation
Article 16 – paragraph 2 – subparagraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Where the screening carried out pursuant to Article 14(2)(f) identifies an adverse finding or raises a concern that cannot be resolved by automated means within the 48-hour period, the competent authority may suspend the registration for a period not exceeding five working days. During that period, the competent authority shall inform the applicant of the nature of the concern and of the applicable time limit. If no adverse finding is confirmed at the end of the five-working-day period, registration shall proceed without further delay and at no additional cost to the applicant. |
Read the rest (2,318 paragraphs)
Or. en
Amendment 998
Pascal Canfin
Proposal for a regulation
Article 16 – paragraph 2 – subparagraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| The registration in 48 hours shall be suspended in the event of an inappropriate or missing document. The 48 hours deadline shall recommence once the appropriate or missing documents have been uploaded through the EU central interface. In this case, the competent authority referred in Article 14 shall not impose any additional registration fees. |
Or. en
Justification
When a document is missing or needs to be re-uploaded, the competent authorities have 48 hours to complete the registration when the missing document is uploaded. In such cases, however, competent authorities shall not add additional costs.
Amendment 999
José Cepeda, Leire Pajín
Proposal for a regulation
Article 17 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Formation trough the EU central interface without using EU templates | Formation using the EU central interface without using EU templates |
Or. en
Amendment 1000
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 17 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Formation trough the EU central interface without using EU templates | Formation through the EU central interface |
Or. fr
Amendment 1001
Daniel Buda
Proposal for a regulation
Article 17 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Formation trough the EU central interface without using EU templates | Formation using the EU central interface without using EU templates |
Or. ro
Amendment 1002
Mario Mantovani
Proposal for a regulation
Article 17 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, the prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association. | 1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, formation shall be completed within five working days of receipt of the documents required to carry out the preventive control referred to in Article 14. |
Or. it
Justification
This period of time for completing formation of an EU Inc. should commence upon receipt of the documents needed to carry out the preventive control pursuant to Article 14. Five working days is a sharp turnaround for carrying out the preventive control properly and the risk assessment designed to ensure legal certainty and compliance with anti-money laundering legislation. These steps can only be completed once the relevant authority, individual or competent body has received all of the requisite information and documentation.
Amendment 1003
Daniel Buda
Proposal for a regulation
Article 17 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, the prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association. | 1. Where an EU Inc. is formed using the EU central interface without using the EU templates referred to in Article 8, the formation of the EU Inc. shall be completed within five working days following receipt of the documents necessary to carry out preventive control in accordance with Article 14. |
Or. ro
Justification
Acest amendament simplifică și eficientizează textul, clarificând calendarul pentru constituirea unei societăți EU Inc. și punctul său de plecare atunci când se utilizează interfața centrală a UE, dar nu se utilizează un șablon UE.
Punctul de plecare al acestei perioade ar trebui să fie primirea documentelor necesare pentru efectuarea controlului preventiv în conformitate cu articolul 14. Cele 5 zile lucrătoare constituie un termen scurt pentru efectuarea unui control preventiv adecvat și a unei evaluări a riscurilor, pentru a asigura atât certitudinea juridică, cât și conformitatea cu reglementările anti-spălare a banilor, iar acest lucru se poate face numai atunci când toate informațiile și documentele necesare au fost primite de către autoritatea competentă, persoana sau organismul responsabil de control. Personalised instruments of constitution would require more in-depth analysis.
Amendment 1004
José Cepeda, Leire Pajín
Proposal for a regulation
Article 17 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, the prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association. | 1. Where an EU Inc. is formed using the EU central interface without using the EU templates referred to in Article 8, formation of the EU Inc. shall be completed within 5 working days from the reception of the documents needed to carry out the preventive control in accordance with Article 14. |
Or. en
Amendment 1005
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 17 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, the prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association. | 1. Where an EU Inc. is formed through the EU central interface, the prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association. |
Or. fr
Amendment 1006
José Cepeda, Leire Pajín
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | deleted |
Or. en
Amendment 1007
Arash Saeidi
on behalf of The Left Group
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | deleted |
Or. en
Amendment 1008
Daniel Buda
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | deleted |
Or. ro
Amendment 1009
Mary Khan
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from reception of the application form and the articles of association and the documents required to carry out preventive control. |
Or. en
Amendment 1010
Pascal Canfin
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The total cost of registration shall not exceed the total cost of registering a private limited liability company in the Member State of incorporation. |
Or. en
Justification
To avoid discrimination towards EU Inc. companies, the cost of registration without template shall not be higher than the total cost of registration of another private limited liability company.
Amendment 1011
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 15 working days from submission of the application form and the articles of association. |
Or. en
Amendment 1012
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within a reasonable period of time from submission of the application form and the articles of association. |
Or. es
Amendment 1013
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 17 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within a reasonable time frame from submission of the application form and the articles of association. |
Or. fr
Amendment 1014
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 18
| Text proposed by the Commission | Amendment |
|---|---|
| Article 18 | deleted |
| Fully online formation with the business register | |
| 1. Where an EU Inc. is formed with the business register, the formation shall be carried out fully online by using the application form in accordance with Article 13 and the articles of association. | |
| 2. The preventive control shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 16 (2) and in other cases under the conditions laid down in Article 17 (2). |
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 1015
José Cepeda, Leire Pajín
Proposal for a regulation
Article 18 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Fully online formation with the business register | Fully online formation without using the EU central interface |
Or. en
Amendment 1016
Daniel Buda
Proposal for a regulation
Article 18 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Fully online formation with the business register | Online formation without the use of the central EU interface |
Or. ro
Amendment 1017
José Cepeda, Leire Pajín
Proposal for a regulation
Article 18 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed with the business register, the formation shall be carried out fully online by using the application form in accordance with Article 13 and the articles of association. | 1. Without prejudice to Article 10 where an EU Inc. is formed without using the EU central interface the formation may be carried out online in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the formation shall be completed under the conditions laid out in Article 16 and in other cases under the conditions laid down in Article 17. |
Or. en
Amendment 1018
Daniel Buda
Proposal for a regulation
Article 18 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed with the business register, the formation shall be carried out fully online by using the application form in accordance with Article 13 and the articles of association. | 1. Without prejudice to the provisions of Article 10, where an EU Inc. is formed without using the EU central interface, the formation may be carried out online, in accordance with Article 14. |
Or. ro
Justification
Modificările aduse articolului 18 au scopul de a specifica opțiunea alternativă pentru constituirea (și/sau depunerea) unei societăți EU Inc. atunci când aceasta se realizează direct la nivel național, fără utilizarea interfeței centrale a UE, unde formularul de cerere trebuie adresat autorității naționale competente, persoanei sau organismului responsabil de procesul de constituire sau de altă procedură legată de dreptul societăților comerciale (nu doar registrului comerțului).
De asemenea, se adaugă modificări tehnice în vederea utilizării termenului „constituire” în loc de „înregistrare”, precum și o trimitere încrucișată la articolul 10, privind principiul exclusiv digital, pentru a se asigura că această prevedere se aplică în întregime (inclusiv articolul 10 alineatul (3)).
Amendment 1019
José Cepeda, Leire Pajín
Proposal for a regulation
Article 18 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 16 (2) and in other cases under the conditions laid down in Article 17 (2). | deleted |
Or. en
Amendment 1020
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 18 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 16 (2) and in other cases under the conditions laid down in Article 17 (2). | 2. The preventive control shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 17(2). |
Or. fr
Amendment 1021
Daniel Buda
Proposal for a regulation
Article 18 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 16 (2) and in other cases under the conditions laid down in Article 17 (2). | 2. Where the EU templates referred to in Article 8 are used, the formation shall be completed under the conditions laid out in Article 16 and in other cases under the conditions laid down in Article 17 (2). |
Or. ro
Amendment 1022
Daniel Buda
Proposal for a regulation
Article 19 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or fully online with the business register in accordance with Articles 16, 17 and 18. | 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary in accordance with Articles 14, 16, 17 and 18. |
Or. ro
Amendment 1023
Lukas Mandl
Proposal for a regulation
Article 19 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or fully online with the business register in accordance with Articles 16, 17 and 18. | 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or online with the business register in accordance with Articles 14, 16, 17 and 18. |
Or. en
Amendment 1024
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 19 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or fully online with the business register in accordance with Articles 16, 17 and 18. | 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or fully online with the business register in accordance with Articles 17 and 18. |
Or. fr
Amendment 1025
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 19 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface or fully online with the business register in accordance with Articles 16, 17 and 18. | 1. A company listed in Annex II or IIB to Directive (EU) 2017/1132, a European Company (SE) or an existing EU Inc. may form an EU Inc. as a subsidiary either through the EU central interface in accordance with Articles 16 and 17. |
Or. en
Justification
The SE is not in the mentioned Annex
Amendment 1026
Daniel Buda
Proposal for a regulation
Article 19 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where a company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. forms an EU Inc. subsidiary, they shall not be requested to provide any documents or information that are available in BRIS. | 2. Where a company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU Inc. forms an EU Inc. subsidiary, Article 13g (2a) of Directive (EU) 2017/1132, as transposed in the Member State where the EU Inc. is registered, shall apply. |
Or. ro
Justification
Modificările aduse articolului 19 au scopul de a clarifica posibila recurgere, în cazul înființării de filiale, la canalele menționate la articolele 16-18 (utilizând sau nu interfața centrală a UE și șabloanele UE), dar incluzând trimiterea încrucișată la articolul 14 pentru a clarifica aplicarea controlului preventiv.
Modificarea de la alineatul (2) este justificată pentru a alinia prevederea cu recentul articol 13g alineatul (2a) din Directiva privind dreptul societăților comerciale, astfel cum a fost modificată prin Directiva (UE) 2025/25, înlocuind explicația privind principiul „o singură dată”, dar aplicând „acquis-ul” corespunzător în această privință.
Amendment 1027
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 19 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. In case of registering a subsidiary in another Member State, the business register registering the subsidiary shall automatically retrieve from BRIS and on the basis of the EUID the information and documents about the company forming the subsidiary. | deleted |
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 1028
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 19 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. In case of registering a subsidiary in another Member State, the business register registering the subsidiary shall automatically retrieve from BRIS and on the basis of the EUID the information and documents about the company forming the subsidiary. | deleted |
Or. fr
Amendment 1029
Daniel Buda
Proposal for a regulation
Article 19 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. In case of registering a subsidiary in another Member State, the business register registering the subsidiary shall automatically retrieve from BRIS and on the basis of the EUID the information and documents about the company forming the subsidiary. | deleted |
Or. ro
Justification
This deletion is made necessary by the other amendments.
Amendment 1030
Daniel Buda
Proposal for a regulation
Article 19 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. In case of registering of a subsidiary in the same Member State, the documents or information about the company forming the subsidiary shall also be available in the business register of that company. | deleted |
Or. ro
Justification
This deletion is made necessary by the other amendments.
Amendment 1031
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 19 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. In case of registering of a subsidiary in the same Member State, the documents or information about the company forming the subsidiary shall also be available in the business register of that company. | deleted |
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 1032
Angelika Niebler, Monika Hohlmeier
Proposal for a regulation
Article 20 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Following the registration of an EU Inc., with the business register, that business register shall immediately exchange in digital form the information about the EU Inc., including its EUID, as well as the specific data for the purposes of obtaining the tax identification number (TIN) and the VAT identification number and for the beneficial ownership register received as part of the application form with the public authorities in charge of issuing the TIN and the VAT identification number and the beneficial ownership register in the Member State of registration. That business register shall also exchange in digital form the information about the EU Inc. with the social security authorities. | 1. Following the registration of an EU Inc., with the business register, the national single interface according of Article 15 (3) shall immediately exchange in digital form the information about the EU Inc., including its EUID, as well as the specific data for the purposes of obtaining the tax identification number (TIN) and the VAT identification number and for the beneficial ownership register received as part of the application form with the public authorities in charge of issuing the TIN and the VAT identification number and the beneficial ownership register in the Member State of registration. That business register shall also exchange in digital form the information about the EU Inc. with the social security authorities. |
Or. en
Amendment 1033
Arash Saeidi
on behalf of The Left Group
Proposal for a regulation
Article 20 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities and the beneficial ownership register referred to in paragraph 1. | deleted |
Or. en
Amendment 1034
Maravillas Abadía Jover
Proposal for a regulation
Article 20 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities and the beneficial ownership register referred to in paragraph 1. | 2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities and the beneficial ownership register referred to in paragraph 1. In accordance with the ‘once-only’ principle, EU Inc. companies and the natural persons associated with them shall not be required to resubmit documents or information that are already available through the Business Registers Interconnection System (BRIS) or the competent business register. |
Or. en
Amendment 1035
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 20 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities and the beneficial ownership register referred to in paragraph 1. | 2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities and the beneficial ownership register referred to in paragraph 1. The authorities and the beneficial ownership register referred to in paragraph 1 can proactively ask the EU Inc. for the information referred to in paragraph 1, unless there is another way to obtain the information. |
Or. en
Amendment 1036
Mario Mantovani
Proposal for a regulation
Article 20 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Where specific risk-based indicators on money laundering or terrorist financing apply, the competent authorities may undertake enhanced checks on each registration, including by way of derogation from the timeframes referred to in Article 16 and 17, and shall notify the applicant accordingly by means of a reasoned decision. The applicant shall not bear the costs of these checks. |
Or. it
Justification
Including a provision on enhanced checks will ensure that preventive controls in high-risk cases are legal and effective, without affecting the timeframes and registration costs in other circumstances.
Amendment 1037
Mario Mantovani
Proposal for a regulation
Article 20 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. | 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally within 14 calendar days. This deadline shall also apply to the provision of social security numbers or employee registration information required of the EU Inc. for the purposes of recruiting staff in the Member State of registration. This shall be without prejudice to limited and duly justified requests for further information. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. |
Or. it
Justification
It would be futile to require a company to complete registration within a matter of days if it then has to wait months to get the codes it needs to submit invoices, process payroll or register its first employee. In a number of Member States, VAT registration is the most time-consuming aspect of getting set up. With a strict 14-day deadline, the onus on alacrity to which the proposal is committed would shift from the moment a company is formally registered to when it actually starts doing business. The nebulous stock phrase ‘without delay’ is meaningless when 27 different administrations are involved.
Amendment 1038
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 20 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. | 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. |
Or. en
Amendment 1039
Pascale Piera, Juan Carlos Girauta Vidal
Proposal for a regulation
Article 20 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. | 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application. |
Or. fr
Amendment 1040
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 20 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. | 3. The EU Inc. shall obtain the TIN and the VAT identification number from the public authorities in charge of issuing them digitally and no later than 5 working days after the registration of the EU Inc. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register a separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number. |
Or. en
Justification
While the EU Inc promises fast registration, companies cannot operate if they do not also receive their TIN and VAT identification numbers quickly.
Amendment 1041
Ton Diepeveen, Pascale Piera
Proposal for a regulation
Article 20 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Paragraphs 1 to 3 shall not prevent competent authorities responsible for AML/CFT supervision, tax enforcement or criminal investigations from requesting additional information where such information is necessary for compliance with Union or national law. |
Or. en
Amendment 1042
Maravillas Abadía Jover
Proposal for a regulation
Article 20 – paragraph 4 – subparagraph 1 (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Business registers, on the basis of information provided by the competent national public authorities through the established exchange mechanisms, shall verify that existing companies comply with their tax and social security obligations. |
Or. en
Amendment 1043
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 20 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Issuing of the tax identification number and the VAT identification number in accordance with this Article shall be without prejudice to the EU Inc.’s residence for tax purposes, the existence of a permanent establishment, its status as a taxable person, or the fulfilment of its tax or social security obligations. Application of the once-only principle shall be without prejudice to the competent authorities’ powers of inspection, liquidation, collection and penalties in line with Union and national law, including post-registration checks. |
Or. es
Amendment 1044
Pascale Piera, Juan Carlos Girauta Vidal
Proposal for a regulation
Article 20 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. This ‘once-only’ communication shall be without prejudice to the Member States’ power to carry out checks, including a posteriori checks, in order to prevent any risk of fraud or abuse. The issuing of the TIN and the VAT identification number shall not imply the full recognition of the EU Inc. company’s tax status. |
Or. fr
Amendment 1045
René Repasi
Proposal for a regulation
Article 20 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Where the information made available pursuant to paragraph 1 is insufficient for the purpose of establishing employer status or verifying compliance with social security or labour law, the competent authorities may request such additional information that is necessary. |
Or. en
Amendment 1046
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 20 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. All data submitted during the EU Inc.´s registration and possible further data submission shall be transferred to all relevant national registers. |
Or. en
Amendment 1047
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 20 – paragraph 4 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4b. The competent social security institution shall be determined in accordance with Union law governing the coordination of social security systems/ Regulation (EC) 883/2004 and other applicable Union legislation governing the coordination of social security systems. The Member State of registration of the EU Inc. shall not determine the applicable social security legislation where Union law provides otherwise. Where the EU Inc. becomes an employer under the applicable national law, it shall comply with the registration requirements and obtain any registration or identification numbers required by the competent social security authorities of the Member State whose legislation is applicable. Contributions to social security and, where applicable health insurance shall be paid in accordance with the legislation pursuant to Regulation (EC) 883/2004 and other relevant Union legislation governing the coordination of social security systems. The applicable legislation shall be determined in accordance with the conflict-of-law rules laid down in Regulation (EC) 883/2004 and shall not be determined solely by the registered office of the EU Inc. |
Or. en
Amendment 1048
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 20 – paragraph 4 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4b. When an authority of representation, or the scope, validity, amendment or revocation thereof, does not appear in a business register and cannot be obtained through BRIS, the once-only principle shall not prevent it from being checked through the designated authentic source in accordance with the law of the Member State of origin. Member States may designate their electronic notarial records, archives or systems to be used for this purpose, allowing their consultation or secure electronic verification by competent authorities in accordance with applicable Union and national law. The availability of that information shall not replace legal appraisal of the adequacy of such authorities for the specific act in question. |
Or. es
Amendment 1049
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 21 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. In addition to formation referred to in Articles 16 to 18, an EU Inc. may be created by any of the following methods: | 1. In addition to formation referred to in Articles 17 and 18, an EU Inc. may be created by any of the following methods: |
Or. fr
Amendment 1050
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler
Proposal for a regulation
Article 21 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. In addition to formation referred to in Articles 16 to 18, an EU Inc. may be created by any of the following methods: | 1. In addition to formation referred to in Articles 16 and 17, an EU Inc. may be created by any of the following methods: |
Or. en
Justification
In line with deleting Art. 18
Amendment 1051
Mario Mantovani
Proposal for a regulation
Article 21 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The domestic conversion of an existing company into an EU Inc. and the conversion of an EU Inc. into a national legal form pursuant to paragraph 6 shall not lead to the dissolution of the company or the creation of a new legal person. The company shall retain all rights, obligations, contractual relationships, authorisations, licences and legal claims that applied prior to its conversion. |
Or. it
Justification
This provision, which is based on Council Regulation (EC) No 2157/2001 on the Statute for a European company, codifies the principle whereby legal personality should continue to apply in the event of a conversion. Accordingly, the original company should not be automatically dissolved – nor should a new company be automatically set up – in such a way as to give rise to the application of taxation requirements. Existing authorisations and relationships would also be retained, which is particularly germane to traditional businesses which hold licences and concessions.
Amendment 1052
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler
Proposal for a regulation
Article 21 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. A company or companies can only be involved in a domestic conversion, merger or division as referred to in paragraphs 2 and 3, provided that two years have elapsed since their registration or the first two sets of annual accounts have already been approved for any such company. | 4. A company or companies can only be involved in a domestic conversion, merger or division as referred to in paragraphs 2 and 3 provided a 60-day creditor opposition period has been complied with. |
Or. en
Justification
Two years is far away from the practical reality of startups and scaleups.
Amendment 1053
Mario Mantovani
Proposal for a regulation
Article 21 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. A company or companies can only be involved in a domestic conversion, merger or division as referred to in paragraphs 2 and 3, provided that two years have elapsed since their registration or the first two sets of annual accounts have already been approved for any such company. | 4. A company or companies can only take part in a domestic conversion, merger or division as referred to in paragraphs 2 and 3, provided that a 60-day creditor opposition period has been observed. |
Or. it
Justification
In the case of formation ex nihilo, which can be done in 48 hours, there is no equivalent two-year registration period or requirement to submit the first two sets of annual accounts. This effectively means that working, audited companies are treated more harshly than companies that are just one day old. This prevents start-ups from converting to an EU Inc. at the most opportune moment, i.e. during investments rounds, which forces them to resort to more burdensome restructuring operations. The proposed two-year restriction is unusual and directly affects the ability of companies to restructure with a view to an IPO.
Amendment 1054
Mario Mantovani
Proposal for a regulation
Article 21 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Member States shall ensure that the procedures referred to in paragraphs 2 and 3 can be completed entirely online and that the participating companies are not required to submit any information or documentation that is already available on the business register or through BRIS. Subject to compliance with the relevant conditions for the operation under national law, the preventive control and ensuing registration of the EU Inc. shall be completed within the timeframes stipulated in Article 16(2) and Article 17(2) in the case of standard EU templates and in other cases respectively. |
Or. it
Justification
The proposal devolves domestic operations to national law and provides no guarantees around timeframes or online procedures, which will give rise to 27 different approaches to the same form of European company. This amendment does not harmonise the substantive rules governing these operations, as this will continue to be a matter for the Member States – albeit with the relevant safeguards in place. It does, however, extend the timeframes for formation to the final control and registration phase, in addition to upholding the once only and digital by default principles. This will ensure equal treatment between formation ex nihilo and conversion.
Amendment 1055
Pascal Canfin
Proposal for a regulation
Article 21 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. When an EU Inc. company is formed through a cross-border conversion, merger or division as referred in this article, the terms of the operation shall specify a single date from which the transactions of the company or companies involved shall, for accounting purposes, be treated as transactions of the newly formed EU Inc. The date shall be identical in all Member States involved in the operation and be recognised by all competent authorities for accounting purposes. |
Or. en
Justification
This amendment adds clarity for accounting purposes.
Amendment 1056
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 21 – paragraph 6
| Text proposed by the Commission | Amendment |
|---|---|
| 6. An EU Inc. may change into a national limited liability company in the Member State where it is registered, in accordance with the methods set out in paragraph 1. In case of a domestic operation as referred to in that paragraph, no decision on such an operation can be taken before two years have elapsed since its registration or before the first two sets of its annual accounts have been approved. | 6. An EU Inc. may change into a national limited liability company in the Member State where it is registered, in accordance with the methods set out in paragraph 1. In case of a domestic operation as referred to in that paragraph, no decision on such an operation can be taken before two years have elapsed since its registration or before the first two sets of its annual accounts have been approved. Where an EU Inc. company is operating under an employee participation system, it shall be obliged to take measures to ensure that individual and collective labour rights as well as employees' participation rights are protected in the event of any change into a national limited liability company for a period of at least four years after the change has taken effect. |
Or. en
Amendment 1057
Mario Mantovani
Proposal for a regulation
Article 21 – paragraph 6
| Text proposed by the Commission | Amendment |
|---|---|
| 6. An EU Inc. may change into a national limited liability company in the Member State where it is registered, in accordance with the methods set out in paragraph 1. In case of a domestic operation as referred to in that paragraph, no decision on such an operation can be taken before two years have elapsed since its registration or before the first two sets of its annual accounts have been approved. | 6. An EU Inc. may change into a national limited liability company in the Member State where it is registered, in accordance with the methods set out in paragraph 1. In case of a domestic operation as referred to in that paragraph, no decision can be taken unless a 60-day creditor opposition period has been observed. |
Or. it
Justification
The proposed two-year restriction is unusual and directly restricts companies from restructuring with a view to an IPO.
Amendment 1058
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 21 – paragraph 6 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 6a. The operations set out in this Article shall continue to be subject to Union and national tax provisions applicable to conversions, mergers and divisions, including, where applicable, Directive 2009/133/EC. The creation of an EU Inc. by means of any of those operations shall not alone imply recognition of tax neutrality, and shall not restrict national measures aimed at preventing fraud, evasion, avoidance or operations without valid economic grounds. |
Or. es
Amendment 1059
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 21 – paragraph 6 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 6a. The operations referred to in paragraph 1 shall remain bound by the European and national tax rules on restructuring. The creation of an EU Inc. under this Article shall be without prejudice to existing national checks aimed at preventing the risk of fraud and abuse. |
Or. fr
Amendment 1060
Pascal Canfin
Proposal for a regulation
Article 21 – paragraph 6 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 6a. By way of derogation from paragraph 6, a domestic operation may be carried out without the application of a time-lock where the operation is necessary for listing-related conversions in the Union. |
Or. en
Justification
High-growth companies might need, depending on the national requirements, to convert back to a national form to trade on regulated markets. This derogation allows companies to not be locked-in in the case of listing-related conversions.
Amendment 1061
Mario Mantovani
Proposal for a regulation
Article 21 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 21a | |
| Transfer of registered office | |
| 1. The registered office of an EU Inc. may be transferred to another Member State in accordance with this Article. This shall not entail the liquidation of the EU Inc. or the creation of a new legal person, nor shall it require that the company be dissolved, wound up or reincorporated in advance. | |
| 2. The board of directors shall prepare a proposal for transfer and file it in the business register in accordance with Article 27, where it shall be made available to the public in accordance with Article 25. A report detailing the legal and financial aspects of the transfer and its implications for the company’s shareholders, creditors and employees shall be submitted together with the proposal. | |
| 3. In accordance with Article 49(3), the general meeting shall make a decision on the transfer of the registered office no sooner than one month after the proposal for transfer has been made available to the public. | |
| 4. Creditors who retain claims that pre-date publication of the proposal for transfer may, within the aforementioned one-month period, request sufficient guarantees if they can credibly demonstrate that the transfer is liable to jeopardise settlement of their claims. These guarantees shall be determined by the competent authority or court of the Member State of registration. | |
| 5. The transfer shall take effect from the date of registration of the EU Inc. in the business register of the new Member State, which shall notify without delay, either directly or via BRIS, the business register of the previous Member State of registration, whereupon the previous registration shall be rescinded. The company shall retain its EUID and its legal personality shall continue to apply. | |
| 6. The transfer of registered office shall not affect any pre-existing rights or obligations incumbent on the EU Inc. This Article is without prejudice to the provisions on exit taxation of Council Directive (EU) 2016/1164 and Regulation (EC) No 593/2008 on the law applicable to contractual obligations, including employment contracts. |
Or. it
Justification
A corollary of the freedom to choose where to establish a registered office is the ability to transfer that office to another Member State, which is one of the fundamental benefits company founders might expect of a pan-European company. After a funding round overseen by another Member State, it would be perfectly natural to transfer the registered office elsewhere as part of restructuring operations. Without a clear procedure to that effect, the putative European company would have to be wound up and set up again – just such an obstacle that the 28th regime is designed to do away with. The proposed procedure follows the established model of Article 8 of the Statute for a European company (SE).
Amendment 1062
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 22 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Persons applying to become directors of an EU Inc. shall declare whether they are aware of any circumstances which could lead to a disqualification in the Member State concerned both in case of formation of an EU Inc and in case of filing information about the appointment of a new director. | 1. Persons applying to become directors of an EU Inc. shall be of good repute, and act with honesty and integrity and shall declare whether they are aware of any circumstances which could lead to a disqualification in the Member State concerned both in case of formation of an EU Inc and in case of filing information about the appointment of a new director. |
Or. en
Amendment 1063
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 22 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Persons convicted of money laundering, its relevant predicate offences or terrorist financing should be prevented from taking a directors’ position. |
Or. en
Amendment 1064
Ton Diepeveen, Pascale Piera
Proposal for a regulation
Article 22 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Before registration of the appointment of a director, Member States may verify, in accordance with Union law, whether the person concerned is subject to Union restrictive measures, disqualification measures or other legal restrictions preventing the exercise of management functions. |
Or. en
Amendment 1065
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 22 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. A person subject to restrictive measures adopted by the Union or by a Member State prohibiting the exercise of management functions in legal persons, including Member States´s sanctions, shall not be appointed or continue to act as director of an EU Inc. |
Or. en
Amendment 1066
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 23 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Any documents and information filed via the EU central interface shall be signed by means of trust services referred to in Regulation (EU) No 910/2014 or using the signing function of the European Business Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets COM(2025) 838], if applicable. | 1. Any documents and information filed via the EU central interface shall be signed by means of trust services referred to in Regulation (EU) No 910/2014. |
Or. fr
Amendment 1067
Mario Mantovani
Proposal for a regulation
Article 24
| Text proposed by the Commission | Amendment |
|---|---|
| Article 24 | deleted |
| Electronic filing agent | |
| 1. Using the digital EU power of attorney referred to in Article 31, an EU Inc. may authorise a person (the “electronic filing agent”) to sign documents and submit forms on its behalf through the EU central interface in accordance with this Regulation. | |
| 2. The EU central interface shall verify automatically the digital EU power of attorney. |
Or. it
Justification
Designating an electronic agent to file legal documents – which could conceivably involve thousands of companies – may actually reduce the amount of oversight, as it would create an additional layer between company owners/managers and authorities, individuals and competent national bodies. This would facilitate the emergence of shell companies and make it easier to conceal the identity of a company’s real owners.
Amendment 1068
Daniel Buda
Proposal for a regulation
Article 24
| Text proposed by the Commission | Amendment |
|---|---|
| Article 24 | deleted |
| Electronic filing agent | |
| 1. Using the digital EU power of attorney referred to in Article 31, an EU Inc. may authorise a person (the “electronic filing agent”) to sign documents and submit forms on its behalf through the EU central interface in accordance with this Regulation. | |
| 2. The EU central interface shall verify automatically the digital EU power of attorney. |
Or. ro
Justification
The creation of an electronic filing agent – possibly even for thousands of companies, as happens in Delaware – could lead to a reduced level of scrutiny, as it adds an intermediate layer between the people who actually own and run the company and the competent national authorities, persons or bodies. This makes it easier to incorporate and use letterbox companies and conceal the identities of the company’s real owners.
Amendment 1069
Raffaele Stancanelli
Proposal for a regulation
Article 24
| Text proposed by the Commission | Amendment |
|---|---|
| Article 24 | deleted |
| Electronic filing agent | |
| 1. Using the digital EU power of attorney referred to in Article 31, an EU Inc. may authorise a person (the “electronic filing agent”) to sign documents and submit forms on its behalf through the EU central interface in accordance with this Regulation. | |
| 2. The EU central interface shall verify automatically the digital EU power of attorney. |
Or. en
Amendment 1070
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 24 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Use of these agents shall be without prejudice to preventive checks carried out in accordance with Union or national law. |
Or. fr
Amendment 1071
José Cepeda, Leire Pajín
Proposal for a regulation
Article 24 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The EU central interface shall verify automatically the digital EU power of attorney. | 2. The EU central interface shall verify automatically the electronic signatures and seals of the digital EU power of attorney. |
Or. en
Amendment 1072
Brando Benifei
Proposal for a regulation
Article 25 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessible in the business register: | 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. company in accordance with Article 27 are made publicly accessible in the business register and BRIS, with explicit and transparent cross border access for its employees, their workers representatives, trade unions and national authorities such as social security authorities: |
Or. en
Amendment 1073
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessible in the business register: | 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessible in the business register and BRIS, with explicit and transparent cross border access for its employees, their workers representatives, trade unions and national authorities such as social security authorities: |
Or. en
Amendment 1074
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 25 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessible in the business register: | 1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessible in the business register and BRIS, with explicit and transparent cross-border access for its employees, their representatives, trade unions and national authorities such as social security authorities: |
Or. en
Amendment 1075
Brando Benifei
Proposal for a regulation
Article 25 – paragraph 1 – point b a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) the group structure of the EU Inc., including the parent company/ies; its branches, subsidiaries and other controlled entities; |
Or. en
Amendment 1076
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 25 – paragraph 1 – point b a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) where applicable, group structure, including the parent companies, branches subsidiaries and other controlled entities |
Or. en
Amendment 1077
Axel Voss
Proposal for a regulation
Article 25 – paragraph 1 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) where available, details of the electronic presence of the EU Inc.; | (c) where available, details of the electronic presence of the EU Inc. and the European Business Wallet; |
Or. en
Amendment 1078
René Repasi
Proposal for a regulation
Article 25 – paragraph 1 – point c a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ca) the national business identification number or other business identifier assigned to the company for administrative or social security purposes, where such an identifier exists under the law of the Member State of registration; |
Or. en
Amendment 1079
Mario Mantovani
Proposal for a regulation
Article 25 – paragraph 1 – point d
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the object of the EU Inc., describing its main activity or activities, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, further details on the object or purpose of the EU Inc. | (d) the object of the EU Inc., specifying, where applicable, its main activity and any further details on the object or purpose of the EU Inc. |
Or. it
Justification
In some advanced economies such as the US and the UK, it is established practice to allow companies to specify their corporate object as ‘any lawful activity’ or equivalent. This removes all uncertainty as to whether the company’s representatives are acting within the limits of their powers or in accordance with their duties. It would be unduly stringent to require companies to classify their activities using the NACE system.
Amendment 1080
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 25 – paragraph 1 – point h a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (ha) the balance sheet and net turnover; |
Or. fr
Amendment 1081
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 25 – paragraph 1 – point h b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (hb) the number of employees of the EU Inc. company, including those employed by its branches and subsidiaries, broken down by country; |
Or. fr
Amendment 1082
Victor Negrescu
Proposal for a regulation
Article 25 – paragraph 1 – point l
| Text proposed by the Commission | Amendment |
|---|---|
| (l) any termination of a liquidation. | (l) any termination of a liquidation and, where available under national law, information on the number of employees at the time of the decision to wind up. |
Or. en
Amendment 1083
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 1 – point l a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (la) the identity and address of each shareholder, the number of shares held by each shareholder, and the nominal value of those shares, where applicable.” |
Or. en
Amendment 1084
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 25 – paragraph 1 – point l a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (la) the identity and address of each shareholder, the number of shares held by each shareholder, and the nominal value of those shares, where applicable. |
Or. en
Amendment 1085
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 25 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the registration number of the EU Inc. and its EUID; | (a) the registration number and tax identification number of the EU Inc. and its EUID; |
Or. en
Amendment 1086
Victor Negrescu
Proposal for a regulation
Article 25 – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. Member States shall ensure that digital copies and extracts of the documents and information provided by the register are compatible with the European Digital Identity Wallet as provided for in Regulation (EU) 910/2014 and 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]. | 5. Member States shall ensure that digital copies and extracts of the documents and information provided by the register are compatible with the European Digital Identity Wallet as provided for in Regulation (EU) 910/2014 and 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] and are easily accessible and affordable for SMEs, workers and creditors seeking to enforce their rights. |
Or. en
Amendment 1087
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 25 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Publication of the personal data of persons referred to in paragraph 1, points (f), (i) and (k), shall be limited to the data necessary to identify the person and their role or status in the company. Private addresses, official ID numbers, full dates of birth, signatures and copies of identity documents shall not be made public, without prejudice to access granted to the competent authorities and persons with a legitimate interest in accordance with national and Union law. |
Or. es
Amendment 1088
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. An EU Inc. shall prepare and file, on an annual basis, a statement of employee figures (‘the Employee Figures Statement’). |
Or. en
Amendment 1089
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 5 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. An EU Inc. shall prepare and file, on an annual basis, a statement of employee figures (‘the Employee Figures Statement’). |
Or. en
Amendment 1090
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 5 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5c. The Employee Figures Statement shall be filed together with or as an annex to the annual accounts referred to in paragraph 1(h) and shall be made publicly accessible in the business register free of charge and in a machine-readable format. The Employee Figures Statement shall disclose, as at the last day of the financial year to which it relates and as a twelve-month average for that financial year: | |
| (a) at the level of the EU Inc. as a whole: | |
| (i) the total number of employees employed directly by the EU Inc., broken down by full-time and part-time employees, employees on permanent and fixed-term or temporary contracts, and employees provided through temporary work agencies where the EU Inc. exercises direction over such workers in a manner comparable to direct employment; | |
| (ii) the total number of employees employed by each subsidiary and controlled undertaking of the EU Inc., presented both individually per entity and in aggregate at group level, with the same breakdown as required under point (i); | |
| (iii) the total combined headcount of the EU Inc. and its subsidiaries and controlled undertakings, expressed as a full-time equivalent figure; | |
| (b) disaggregated by Member State, for each Member State in which the EU Inc; its branches, subsidiaries or controlled undertakings employ or direct workers: | |
| (i) the number of employees of the EU Inc. habitually working in that Member State through a branch, agency or permanent establishment; | |
| (ii) the number of employees of each subsidiary or controlled undertaking habitually working in that Member State; | |
| (iii) the number of employees of the EU Inc. habitually working in that Member State otherwise than through a branch, agency or permanent establishment; (iv) where employees habitually work in more than one Member State, they shall be attributed to the Member State in which they spend the greater part of their working time, consistently with the methodology applicable under Council Directive 2009/38/EC; |
Or. en
Amendment 1091
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Pasquale Tridico, Mario Furore
Proposal for a regulation
Article 25 – paragraph 5 d (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5d. The Employee Figures Statement shall be signed by at least one director of the EU Inc. and shall be accompanied by a declaration confirming that the figures disclosed are complete, accurate and consistent with the payroll and human resources records of the EU Inc. and its subsidiaries and controlled undertakings for the relevant period. Where the EU Inc. is subject to statutory audit under Directive 2013/34/EU, the auditor shall verify the Employee Figures Statement as part of the annual audit and shall report any material discrepancy or omission to the competent authority of the member State of the registered office |
Or. en
Amendment 1092
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 5 e (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5e. Where the employee figures disclosed pursuant to paragraph 6 reveal that the conditions triggering employee participation rights under Article 12 have been met or are likely to be met in a Member State other than that of the registered office, the EU Inc. shall notify the competent authority of that Member State and the employee representatives of the EU Inc. within 30 days of filing the Employee Figures Statement. |
Or. en
Amendment 1093
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 25 – paragraph 5 f (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5f. Member States shall ensure that the Employee Figures Statement filed pursuant to paragraph 6 is transmitted to and accessible through the business register interconnection system established under Directive (EU) 2017/1132 and is indexed in a manner that enables competent authorities, employee representatives and the public to search and retrieve employee figures by Member State, by entity and by year. |
Or. en
Amendment 1094
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 25 – paragraph 5 g (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5g. Member States shall ensure that the failure to file the Employee Figures Statement within the period prescribed in paragraph 6, the filing of a Statement that is materially incomplete or inaccurate, or the failure to notify, is subject to effective, proportionate and dissuasive sanctions, which may include administrative fines, suspension of the EU Inc.'s ability to register structural changes or new branches until the obligation is fulfilled, and personal liability of the directors responsible for the preparation and filing of the Statement in accordance with national law. |
Or. en
Amendment 1095
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 25 – paragraph 5 h (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5h. The Commission shall, by means of implementing acts, establish a standard template for the Employee Figures Statement referred to in paragraph 6, including the precise methodology for calculating full-time equivalents and for attributing employees to Member States in accordance with paragraph 6(b)(iv). The template shall ensure consistency across Member States and compatibility with the reporting formats used under Directive 2013/34/EU and Directive 2014/95/EU. |
Or. en
Amendment 1096
Pascal Canfin
Proposal for a regulation
Article 26 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The following shall be made publicly available through BRIS | 1. The following shall be made publicly available through BRIS, free of charge: |
Or. en
Amendment 1097
Pascal Canfin
Proposal for a regulation
Article 26 – paragraph 1 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the average number of employees of the EU Inc. during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data | (b) the average number of employees of the EU Inc. during the financial year, broken down specifically by Member State of establishment and by branch, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data |
Or. en
Justification
This amendment will monitor the number of employees per branch, as mentioned in Article 12.
Amendment 1098
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 26 – paragraph 1 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the average number of employees of the EU Inc. during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data | (b) the average number of employees of the EU Inc. during the financial year, from the moment such information is extractable as data, broken down per Member State and per branch, if applicable; |
Or. en
Amendment 1099
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 27 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. EU Inc. companies shall file all documents and information referred to in Article 25(1) and Article 40(2) point (a) either through the EU central interface or directly with the business register. | 1. EU Inc. companies shall file all documents and information referred to in Article 25(1), Article 26(1), and Article 40(2) point (a) either through the EU central interface or directly with the business register. |
Or. en
Amendment 1100
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 27 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. EU Inc. companies shall file all documents and information referred to in Article 25(1) and Article 40(2) point (a) either through the EU central interface or directly with the business register. | 1. EU Inc. companies shall file all documents and information referred to in Article 25(1) and Article 40(2) point (a) 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 1101
Ton Diepeveen, Pascale Piera
Proposal for a regulation
Article 27 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Any change affecting beneficial ownership information submitted pursuant to Article 13 shall be filed without undue delay and shall be subject to preventive control in accordance with Article 14 where required under applicable Union legislation. |
Or. en
Amendment 1102
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 27 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Notwithstanding paragraph 2, an EU Inc. companies shall file amendments to the articles of association within 5 days after the amendment resolution has been made. Where filed amendments update the EU template referred to in Article 8, the consolidated version of the articles of association shall be automatically created. Where amendments to articles of association, without using the EU templates referred to in Article 8, are filed, the consolidated articles of association shall also be filed. For amendments within the EU template structure filed through the EU central interface the deadlines and cost limit for the fast-track registration laid down in Article 16(2) shall apply. | 3. Notwithstanding paragraph 2, an EU Inc. companies shall file amendments to the articles of association within 5 working days after the amendment resolution has been made. Where filed amendments update the EU template referred to in Article 8, the consolidated version of the articles of association shall be automatically created. Where amendments to articles of association, without using the EU templates referred to in Article 8, are filed, the consolidated articles of association shall also be filed. For amendments within the EU template structure filed through the EU central interface the deadlines and cost limit for the fast-track registration laid down in Article 16(2) shall apply. |
Or. en
Amendment 1103
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 27 – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. All filings of documents and information, including other than those referred to in paragraph 1, with the business register shall be fully online and use electronic identification means in accordance with Regulation (EU) No 910/2014 or 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]. | 5. All filings of documents and information, including other than those referred to in paragraph 1, shall be fully online and use electronic identification means in accordance with Regulation (EU) No 910/2014 or 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]. |
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 1104
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 28 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where in the context of an administrative or judicial procedure, public authorities need to consult specific information about the EU inc. which is publicly available through BRIS and in the business register, the EU Inc. shall not be requested to submit such information. | 1. Where in the context of an administrative or judicial procedure, public authorities need to consult specific information about the EU inc. which is publicly available through BRIS and in the business register, the EU Inc. may be requested to submit such information. |
Or. en
Amendment 1105
Pascal Canfin
Proposal for a regulation
Article 28 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law to submit documents to complete procedural requirements or exceptionally and on a case-by-case basis, where public authorities have reasonable grounds to suspect abuse or fraud related the EU Inc. company. | deleted |
Or. en
Justification
The carve out is not necessary as public authorities have the right to request more information that is not within BRIS and the business register.
Amendment 1106
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 28 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law to submit documents to complete procedural requirements or exceptionally and on a case-by-case basis, where public authorities have reasonable grounds to suspect abuse or fraud related the EU Inc. company. | 2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law to request documents necessary to complete specific procedural requirements or exceptionally and on a case-by-case basis, where public authorities have reasonable grounds to suspect abuse or fraud related the EU Inc. company. |
| Any such request shall: | |
| (a) be duly reasoned in writing; | |
| (b) be limited to the documents strictly necessary to address the identified risk; | |
| (c) not result in the systematic or routine re-submission of information already available through business registers or the system of interconnection of registers; | |
| and (d) comply with the principles of proportionality and non-discrimination. |
Or. en
Justification
This is necessary to ensure uniform treatment of EU Inc.s by all national authorities irrespective of the Member State and safeguard the once-only principle.
Amendment 1107
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 28 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law to submit documents to complete procedural requirements or exceptionally and on a case-by-case basis, where public authorities have reasonable grounds to suspect abuse or fraud related the EU Inc. company. | 2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law to submit documents to complete procedural requirements or cases where public authorities have reasonable grounds to suspect abuse or fraud related to the EU Inc. company. |
Or. fr
Amendment 1108
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 28 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States may establish optional access point for public authorities to have access to BRIS in accordance with Article 22(5) of Directive (EU) 2017/1132. | 3. The Commission may establish optional access point for public authorities to have access to BRIS in accordance with Article 22(5) of Directive (EU) 2017/1132. Establishment, operation and maintenance of such access point shall be financed from the general budget of the Union. |
Or. en
Amendment 1109
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 29 – paragraph 1 – point d
| Text proposed by the Commission | Amendment |
|---|---|
| (d) digital correspondence address of the EU Inc.; | (d) digital correspondence address of the EU Inc. designed for legal correspondence; |
Or. en
Amendment 1110
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 30 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The business register of registration shall issue a multilingual EU Company Certificate at the request of an EU. Inc. company. The EU Company Certificate shall be accepted in all Member States as sufficient evidence, at the time of its issuance, of the incorporation of the company and of the information contained therein. | 1. The business register of registration shall issue a multilingual EU Company Certificate upon the EU Inc.´s registration and thereafter, at any time at the request of an EU. Inc. company. The EU Company Certificate shall be accepted in all Member States as sufficient evidence, at the time of its issuance, of the incorporation of the company and of the information contained therein. |
Or. en
Amendment 1111
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 30 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. EU Company Certificate shall be compatible with the European Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the European 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], where available. | deleted |
Or. fr
Amendment 1112
Victor Negrescu
Proposal for a regulation
Article 31 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU Inc. shall be able to use the digital EU power of attorney to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions. | 1. The EU Inc. shall be able to use the digital EU power of attorney to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions, while ensuring that such powers of representation are granted and used in accordance with Union and national rules on corporate governance, prevention of conflicts of interest and protection of workers and creditors. |
Or. en
Amendment 1113
Brando Benifei
Proposal for a regulation
Article 31 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU Inc. shall be able to use the digital EU power of attorney to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions. | 1. The EU Inc. shall be able to use the digital EU power of attorney in accordance with Article 16c of Directive (EU)2017/1132 as implemented in the Member State of registration for the designated national legal form to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions to authorise a person to represent the company. |
Or. en
Amendment 1114
Mario Mantovani
Proposal for a regulation
Article 31 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU Inc. shall be able to use the digital EU power of attorney to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and crossborder conversions, mergers and divisions. | 1. The EU Inc. shall be able to use the digital EU power of attorney for the purposes of procedures in another Member State in relation to registration, designation and legal form in accordance with Article 4(1) to (6) of this Regulation, in particular the registration of branches in other Member States, crossborder conversions, mergers and divisions, and the authorisation of persons acting on the company’s behalf. |
Or. it
Justification
This amendment seeks to address the need to align the rules governing the digital power of attorney for EU Inc. companies with those enshrined in Article 16c of Directive (EU) 2017/1132, as amended by Directive (EU) 2019/1151 and Directive (EU) 2025/25. The overall aim here is to prevent unfair competition between EU Inc. companies and those which were incorporated under and are subject to Member State laws. In particular, it would require digital documentation to be formulated, amended or rescinded by a qualified independent individual and verified by the competent authorities.
Amendment 1115
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 31 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The digital EU power of attorney shall be compatible for use with the European Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the European 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] where available. | deleted |
Or. fr
Amendment 1116
Mario Mantovani
Proposal for a regulation
Article 31 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The digital EU power of attorney shall be compatible for use with the European Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the European 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] where available. | 3. The digital EU power of attorney shall be compatible with the common Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the European Digital Identity Business Wallets referred to in the Proposal for a Regulation of the European Parliament and of the Council on the establishment of the European Digital Identity Wallet. |
Or. it
Amendment 1117
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 31 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Issuing, amending and revoking the digital EU power of attorney shall be in accordance with the requirements of the applicable national law, including, at a minimum, verification of the issuer’s identity, capacity and authority to represent the company. This Article shall not prevent notarial documents or other equivalent official documents from being required, including in electronic format or by remote appearance, when national law so requires for the power of attorney to be registered, valid or have third-party effect. A technical authorisation which is included in a digital wallet or platform and which is limited to granting access to a service shall not alone constitute a power of attorney with legal effects vis-a-vis third parties. When an authority of representation does not appear in an authentic notarial document or business register, it shall be checked in line with the provisions of Article 20(5). |
Or. es
Amendment 1118
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 32 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where digital copies and extracts of documents and information about an EU Inc., provided and certified as true copies by a business register, including certified translations, and authenticated by means of trust services referred to in Regulation (EU) No 910/2014 or by means of the European 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], where available, are to be presented in another Member State, they shall be exempted from legalisation and any similar formality in accordance with Article 16d (1) of Directive (EU) 2017/1132. | 1. Where digital copies and extracts of documents and information about an EU Inc., provided and certified as true copies by a business register, including certified translations, and authenticated by means of trust services referred to in Regulation (EU) No 910/2014, are to be presented in another Member State, they shall be exempted from legalisation and any similar formality in accordance with Article 16d(1) of Directive (EU) 2017/1132. |
Or. fr
Amendment 1119
Victor Negrescu
Proposal for a regulation
Article 32 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where digital copies and extracts of documents and information about an EU Inc., provided and certified as true copies by a business register, including certified translations, and authenticated by means of trust services referred to in Regulation (EU) No 910/2014 or by means of the European 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], where available, are to be presented in another Member State, they shall be exempted from legalisation and any similar formality in accordance with Article 16d (1) of Directive (EU) 2017/1132. | 1. Where digital copies and extracts of documents and information about an EU Inc., provided and certified as true copies by a business register, including certified translations, and authenticated by means of trust services referred to in Regulation (EU) No 910/2014 or by means of the European 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], where available, are to be presented in another Member State, they shall be exempted from legalisation and any similar formality in accordance with Article 16d (1) of Directive (EU) 2017/1132, thereby reducing administrative burden and costs in cross-border procedures. |
Or. en
Amendment 1120
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 32 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where digital notarial acts, administrative documents, their certified copies and translations, issued in a Member State related to an EU Inc. and authenticated by means of trust services as referred to in Regulation (EU) No 910/2014 or by means of the European 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], where available, are to be presented in another Member State, they shall be exempted from all forms of legalisation and any similar formality in accordance with Article 16d (3) of Directive (EU) 2017/1132. | 2. Where digital notarial acts, administrative documents, their certified copies and translations issued in a Member State related to an EU Inc. and authenticated by means of trust services as referred to in Regulation (EU) No 910/2014 are to be presented in another Member State, they shall be exempted from all forms of legalisation and any similar formality in accordance with Article 16d(3) of Directive (EU) 2017/1132. |
Or. fr
Amendment 1121
Daniel Buda
Proposal for a regulation
Article 32 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Article 16e of Directive (EU) 2017/1132 shall apply mutatis mutandis where authorities of other Member States than the Member State where digital copies and extracts or digital notarial acts were provided, have reasonable doubt as to origin or authenticity, including the identity of the seal or stamp, or have reason to consider that a document has been forged or tampered with. | deleted |
Or. ro
Amendment 1122
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 32 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The exemption from legalisation and any similar formality provided for in this Article shall not alter the legal nature, probative value, presumption of authenticity and integrity, executive effect or third-party effect of a notarial document or other official document in accordance with the law of the Member State of origin and with Union law. Member States shall ensure that the origin and authenticity of those documents can be checked by secure electronic means when there is reasonable doubt as referred to in paragraph 4. |
Or. es
Amendment 1123
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 33 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Translation of copies or extracts of documents related to EU Inc. provided by the business register shall not be required when the specific information needed about EU Inc. can be accessed and consulted: | 1. Translation of copies or extracts of documents related to EU Inc. provided by the business register may be required even when the specific information needed about EU Inc. can be accessed and consulted: |
Or. en
Amendment 1124
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 33 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. This paragraph shall not apply where the relevant information is not available in a language accepted by the competent authority of the Member State in which the document is to be used. |
Or. en
Justification
this sentence shall be applied to whole paragraph 1, to all points
Amendment 1125
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 33 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Without prejudice to paragraph 1, where the articles of association and other documents related to EU Inc. provided by a business register, are to be presented in another Member State, a certified translation can be required only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and it is strictly necessary. | 2. Without prejudice to paragraph 1, where the articles of association and other documents related to EU Inc. provided by a business register, are to be presented in another Member State, a certified translation can be required only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, or it is necessary for any kind of official proceedings. |
Or. en
Amendment 1126
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 33 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Without prejudice to paragraph 1, where the articles of association and other documents related to EU Inc. provided by a business register, are to be presented in another Member State, a certified translation can be required only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and it is strictly necessary. | 2. Without prejudice to paragraph 1, where the articles of association and other documents related to EU Inc. provided by a business register, are to be presented in another Member State, a certified translation can be required in particular when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings. |
Or. fr
Amendment 1127
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 33 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the submission of a certified translation is justified in accordance with paragraph 2, that requirement shall be deemed fulfilled when the document is translated by a AI translation agent approved by the relevant Member State. These translation agents may be integrated as a functionality in the EU Business Wallet. | deleted |
Or. fr
Amendment 1128
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 33 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the submission of a certified translation is justified in accordance with paragraph 2, that requirement shall be deemed fulfilled when the document is translated by a AI translation agent approved by the relevant Member State. These translation agents may be integrated as a functionality in the EU Business Wallet. | deleted |
Or. es
Amendment 1129
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 33 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the submission of a certified translation is justified in accordance with paragraph 2, that requirement shall be deemed fulfilled when the document is translated by a AI translation agent approved by the relevant Member State. These translation agents may be integrated as a functionality in the EU Business Wallet. | deleted |
Or. en
Amendment 1130
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 33 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Member States shall decide which AI translation agents are to be approved for use in their administrative and judicial procedures. The Member States shall communicate the list of approved AI translation agents to the Commission and publish it on the EU central interface. The Member States shall update the list where relevant without undue delay. | deleted |
Or. fr
Amendment 1131
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 33 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Member States shall decide which AI translation agents are to be approved for use in their administrative and judicial procedures. The Member States shall communicate the list of approved AI translation agents to the Commission and publish it on the EU central interface. The Member States shall update the list where relevant without undue delay. | deleted |
Or. en
Amendment 1132
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 33 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Member States shall decide which AI translation agents are to be approved for use in their administrative and judicial procedures. The Member States shall communicate the list of approved AI translation agents to the Commission and publish it on the EU central interface. The Member States shall update the list where relevant without undue delay. | 4. Member States shall decide which AI translation agents are to be approved for use in their administrative and judicial procedures. The Member States shall communicate the list of approved AI translation agents to the Commission and publish it on the EU central interface. The Member States shall update the list where relevant without undue delay. This shall be without prejudice to the possibility for interested parties to request revision or translation by a certified translator. |
Or. es
Amendment 1133
Pascal Canfin
Proposal for a regulation
Article 34
| Text proposed by the Commission | Amendment |
|---|---|
| Article 34 | deleted |
| Central digital register | |
| After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. |
Or. en
Justification
See amendment on review clause.
Amendment 1134
José Cepeda, Leire Pajín
Proposal for a regulation
Article 34 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Central digital register | Evaluation of the EU Central Interface |
Or. en
Amendment 1135
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 34 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Central digital register | Digital point of access |
Or. es
Amendment 1136
Daniel Buda
Proposal for a regulation
Article 34 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. | deleted |
Or. ro
Justification
Articolul 34 nu prevede nicio reglementare privind structura și funcționarea Registrului Digital Central. Adoptarea articolului 34 în formularea sa actuală ar acorda Comisiei o largă putere discreționară de a proiecta structura unui astfel de registru, ceea ce ar putea crea inconsecvențe semnificative cu normele și principiile stabilite care guvernează registrele comerțului în statele membre. În plus, crearea unui registru centralizat al comerțului nu este aliniată cu principiul subsidiarității. Prin urmare, amendamentele recomandă eliminarea acestui articol și a considerentului 23 corespunzător.
Amendment 1137
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 34 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. | After the establishment of the EU central interface as referred to in Article 15, the Commission may develop it further as a central digital point of access to information about EU Inc. companies. That further development shall not give the interface any constitutive effect, replace national business registers or confer powers of preventive control, assessment or registration to the Commission. The business register of the Member State of registration shall continue to be the authentic source and the national competent authority shall continue to be responsible for registration decisions. The Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107, limited to technical specifications for interoperability and optional forms and models. Those acts may not create substantial requirements or increase the number of categories of data to be published. |
Or. es
Amendment 1138
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 34 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. | 1. After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. The Commission shall assess the feasibility of extending the future central register to all company forms covered by the Directive (EU)2017/1132 in order to ensure consistency, legal certainty and equal treatment across the Union. |
Or. en
Amendment 1139
José Cepeda, Leire Pajín
Proposal for a regulation
Article 34 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| After the establishment of the EU central interface as referred to in Article 15, the Commission shall develop it further towards a central digital register for EU Inc. companies. For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18 months from the date of application of this Regulation] in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the central register and to provide for optional guided forms and models for EU Inc. companies. | After the establishment of the EU central interface as referred to in Article 15, the Commission shall carry out an evaluation of the application of this Regulation, five years after the entry into force. That evaluation shall examine, inter alia, the following aspects: |
| - The efficiency of the digital registration of EU Inc. companies. | |
| - The volume of digital document submissions. | |
| - The use of optional forms and templates for EU Inc. companies. | |
| - The figures for the creation of EU Inc. companies. |
Or. en
Amendment 1140
Mario Mantovani
Proposal for a regulation
Article 34 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| The business registers of the Member States shall constitute the only legally authentic source of company information. In the event of discrepancies between the information available on the Union central digital register and the business register of the relevant Member State, the latter shall take precedence. The Union central digital register shall operate solely as a platform that facilitates access and interoperability at Union level and shall neither replace nor duplicate the legal functions of the business registers of the Member States. |
Or. it
Justification
The sole function of the central digital register should be to provide a platform to facilitate access and interoperability at Union level; it should not serve as an analogous business register. This amendment establishes the exclusive legal validity of the registers of the Member States, which should take precedence in the event of discrepancies. The aim is to uphold legal certainty and protect the rights of third parties.
Amendment 1141
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 34 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The central digital register for EU Inc. companies shall be linked also to the registers of other types of companies so the third persons will be able to access all information in one place. The register for EU Inc. companies shall not be isolated from other registers for other types of companies. |
Or. en
Amendment 1142
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 35 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Documents and information referred to in Article 25 and 40 shall be available and searchable through BRIS in all the official languages of the Union in accordance with Article 18(3) of Directive (EU) 2017/1132. | 1. Documents and information referred to in Article 25 and 40 and any other documents published in registers within the meaning of Article 34 shall be available and searchable through BRIS in all the official languages of the Union in accordance with Article 18(3) of Directive (EU) 2017/1132. |
Or. en
Amendment 1143
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 35 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Documents and information referred to in Article 25 and 40 shall be available and searchable through BRIS in all the official languages of the Union in accordance with Article 18(3) of Directive (EU) 2017/1132. | 1. Documents and information referred to in Article 25, Article 26(1), and Article 40 shall be available and searchable through BRIS in all the official languages of the Union in accordance with Article 18(3) of Directive (EU) 2017/1132. |
Or. en
Amendment 1144
Daniel Buda
Proposal for a regulation
Article 35 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The Commission may support Member States, where appropriate and under the applicable Union funding programmes, by providing technical and financial assistance for the development, adaptation and modernisation of the national infrastructure necessary to interconnect registers through BRIS, including adaptations necessary to implement this Regulation. |
Or. ro
Amendment 1145
Mario Mantovani
Proposal for a regulation
Article 35 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. When devising the delegated and implementing acts referred to in this Article, the Commission shall systematically involve the authorities responsible for the business registers of the Member States and shall take due account of requirements in relation to interoperability, cybersecurity, data quality and the operational sustainability of digital infrastructure. |
Or. it
Justification
The Commission cannot be solely responsible for deciding how the Union’s digital infrastructure should be governed. Systematically involving the responsible authorities of the national registers will ensure that the operational requirements of existing systems are taken into account for the purposes of delegated and implementing acts.
Amendment 1146
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 35 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) establish the multilingual EU templates, including the technical specifications and detailed list of data, as referred to in Article 8; | deleted |
Or. fr
Amendment 1147
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 35 – paragraph 3 – point d
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the technical specifications on the compatibility between the EU Company Certificate and the EU power of attorney as referred to in Articles 30 and 31, 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]. | deleted |
Or. fr
Amendment 1148
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 35 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The Commission shall publish draft implementing acts and consult Member States, the European Parliament and relevant stakeholders at least six months before their planned adoption. |
Or. en
Amendment 1149
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 35 – paragraph 3 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3b. This Regulation shall apply only after all implementing acts referred to in paragraph 3 have entered into force and Member States have been provided with sufficient time to adapt their administrative and IT systems. |
Or. en
Amendment 1150
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 35 – paragraph 3 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3c. The period between the entry into force of the implementing acts referred to in paragraph 3 and the date of application of this Regulation shall not be shorter than 24 months. |
Or. en
Amendment 1151
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 36 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Each branch of an EU Inc. company shall be registered with the business register of the Member State in which that branch is to be opened. | 2. Each branch of an EU Inc. company shall be registered with the business register of the Member State in which that branch is to be opened and shall adhere to the labour, taxation and social security legislation of the Member State. |
Or. en
Amendment 1152
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 36 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Unless otherwise provided by this Regulation, other Union law or the applicable national law of the Member State in which the branch is established, the rules applicable to the EU Inc. shall also apply to its branches. |
Or. en
Amendment 1153
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 36 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The rules which apply to the EU Inc. company shall also apply to its branches, unless otherwise provided for by Union or national law. |
Or. fr
Amendment 1154
Daniel Buda
Proposal for a regulation
Article 37 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. may register a branch in another Member State through the EU central interface by using the application form referred to in Article 38 and within the deadlines and cost ceiling in accordance with Article 16(2). | 1. Article 28a of Directive (EU) 2017/1132 shall apply mutatis mutandis to EU Inc. companies. |
Or. ro
Justification
În ceea ce privește înregistrarea sucursalelor, modificarea propusă urmărește să prevadă aplicabilitatea directă a articolului 28a din Directiva (UE) 2017/1132, astfel cum a fost introdus prin Directiva (UE) 2019/1151 și ulterior modificat prin Directiva (UE) 2025/25. Articolul respectiv impune deja statelor membre să permită înregistrarea online a sucursalelor și să stabilească proceduri care să asigure verificarea legalității obiectului de activitate al sucursalei, a denumirii acesteia și a documentelor și informațiilor prezentate în scopul înregistrării. Prin urmare, aplicarea unor norme comparabile atât societăților EU Inc., cât și societăților naționale contribuie la asigurarea unor condiții de concurență echitabile între acestea.
Amendment 1155
Daniel Buda
Proposal for a regulation
Article 37 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. An EU Inc. may register a branch in another Member State fully online with the national business register of that Member State, using the application form referred to in Article 38, in accordance with Article 28a (6) of Directive (EU) 2017/1132. | deleted |
Or. ro
Amendment 1156
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 37 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. An EU Inc. may register a branch in another Member State fully online with the national business register of that Member State, using the application form referred to in Article 38, in accordance with Article 28a (6) of Directive (EU) 2017/1132. | deleted |
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 1157
Daniel Buda
Proposal for a regulation
Article 37 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The exchange of information about the registered branch between the business register of the branch and the business register of the EU Inc. shall be carried out in accordance with Article 28a (7) of Directive (EU) 2017/1132. | deleted |
Or. ro
Amendment 1158
Mario Mantovani
Proposal for a regulation
Article 38 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An application form shall be used for the registration of a branch of an EU Inc. in another Member State through the EU central interface and with the national business register. It shall be digital, machine readable and shall collect information as structured data. | 1. A harmonised application form shall be used for the registration of a branch of an EU Inc. in another Member State through the EU central interface and with the national business register. It shall be digital, machine readable and shall collect information as structured data. |
Or. it
Justification
As with the formation of an EU Inc. (Article 13), the application form required to register a branch should also be harmonised.
Amendment 1159
Brando Benifei
Proposal for a regulation
Article 38 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An application form shall be used for the registration of a branch of an EU Inc. in another Member State through the EU central interface and with the national business register. It shall be digital, machine readable and shall collect information as structured data. | 1. An harmonised application form shall be used for the registration of a branch of an EU Inc. in another Member State through the EU central interface and with the national business register. It shall be digital, machine readable and shall collect information as structured data. |
Or. en
Amendment 1160
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 38 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The application form shall be electronically signed by a director of the EU Inc. identified through electronic identification means in accordance with Regulation (EU) 910/2014 or 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]. | deleted |
Or. fr
Amendment 1161
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 39 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The EU Inc. and its branch shall not be required to provide any information available in the business register of the branch, available through BRIS or included in the application form, to the public authorities and the beneficial ownership register referred to in paragraph 1. | 2. The EU Inc. and its branch may be required to provide any other information not available in the business register of the branch, available through BRIS or included in the application form, to the public authorities and the beneficial ownership register referred to in paragraph 1. If the information is available in the registers within the meaning of the Article 34, EU Inc. and its branch may be required to prove such information when there are reasonable doubts. |
Or. en
Amendment 1162
Pascale Piera, Juan Carlos Girauta Vidal
Proposal for a regulation
Article 39 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically and without delay. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities or to provide additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing VAT identification number. | 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically and without delay. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities. |
Or. fr
Amendment 1163
Mario Mantovani
Proposal for a regulation
Article 39 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically and without delay. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities or to provide additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing VAT identification number. | 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically within 21 working days. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities or to provide additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing VAT identification number. |
Or. it
Justification
The core commitment of the EU Inc. proposal is the ability to branch out into another Member State. In other words: set up once, do business anywhere. This commitment can be quantified by the time taken between deciding to recruit personnel in a new Member State and actually being able to send out pay slips and invoices there. The same logic of Article 20(3) – a fixed timeframe instead of the nebulous ‘without delay’ – applies here, albeit with a slightly longer deadline of 21 working days.
Amendment 1164
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler
Proposal for a regulation
Article 39 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically and without delay. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities or to provide additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing VAT identification number. | 3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT identification number from the authorities in charge of issuing them electronically and within 5 working days. Neither the EU Inc. nor its branch shall be required to submit a separate application to those public authorities or to provide additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing VAT identification number. |
Or. en
Justification
While the EU Inc promises fast registration, companies cannot operate if they do not also receive their TIN and VAT identification numbers quickly.
Amendment 1165
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Issuing of the tax identification number and the VAT identification number to the branch in accordance with this Article shall be without prejudice to the existence of a permanent establishment, the attribution of profits, the EU Inc.’s residence for tax purposes, the status of the company or branch as a taxable person, or the fulfilment of its tax or social security obligations. Application of the once-only principle shall be without prejudice to the competent authorities’ powers of inspection, liquidation, collection and penalties including checks after registration of the branch. |
Or. es
Amendment 1166
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The 'once-only' principle and the prohibition of requesting additional information laid down in paragraph 2 shall not apply to questionnaires, data, or declarations required by social security and labour authorities to establish direct employer status or to verify compliance with national labour law. When transmitting data of workers digitally to the social security authorities in accordance with paragraph 1, the EU Inc. company shall be explicitly named as main employer. Where applicable, the EU Inc. company shall meet all licensing and co-liability conditions established required by a Member State, where habitual work is performed. |
Or. en
Amendment 1167
Pascale Piera, Juan Carlos Girauta Vidal
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. This ‘once-only’ communication shall be without prejudice to the Member States’ power to carry out checks, including a posteriori checks, in order to prevent any risk of fraud or abuse. The issuing of the TIN and the VAT identification number shall not imply the full recognition of the tax status of the EU Inc. company and its branch. |
Or. fr
Amendment 1168
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Where the information made available pursuant to paragraph 1 is insufficient for the purpose of establishing employer status or verifying compliance with social security or labour law, the competent authorities shall request such additional information that is necessary. |
Or. en
Amendment 1169
Jörgen Warborn
Proposal for a regulation
Article 39 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The 'once-only' principle shall apply to the greatest extent possible as long as it complies with requirements of national law |
Or. en
Amendment 1170
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 39 – paragraph 4 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4b. Where the information made available pursuant to paragraph 1 is insufficient for the purpose of establishing employer status or verifying compliance with social security or labour law, the competent authorities shall request additional information as necessary. |
Or. en
Amendment 1171
Pascal Canfin
Proposal for a regulation
Article 40 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Information and documents about a branch registered by an EU Inc. which is governed by the law of another Member State shall be publicly available in the business register of the branch in accordance with Article 16 (3) to (6) of Directive (EU) 2017/1132 and through BRIS. | 1. Information and documents about a branch registered by an EU Inc. which is governed by the law of another Member State shall be publicly available, free of charge, in the business register of the branch in accordance with Article 16 (3) to (6) of Directive (EU) 2017/1132 and through BRIS. |
Or. en
Justification
The disclosure that the branch has been created by the parent company will provide supplier and customer with legal certainty.
Amendment 1172
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iii a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (iiia) the balance sheet and turnover for the branch; |
Or. fr
Amendment 1173
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iii b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| (iiib) the number of employees at the branch; |
Or. fr
Amendment 1174
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iv
| Text proposed by the Commission | Amendment |
|---|---|
| iv. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; | iv. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers, as well as their termination of office, if applicable; |
Or. en
Amendment 1175
Pascal Canfin
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iv
| Text proposed by the Commission | Amendment |
|---|---|
| iv. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; | iv. the decision to open a branch, the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; |
Or. en
Justification
Disclosure needed in order to comply with our amendment in Article 12
Amendment 1176
Pascal Canfin
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iv a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| iva. the average number of employees of the branch during the financial year. |
Or. en
Amendment 1177
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iv a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| iva. the average number of employees of the branch during the financial year; |
Or. en
Amendment 1178
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 40 – paragraph 2 – point a – point iv a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| iva. the numbers of employees of the branch; |
Or. en
Amendment 1179
Mario Mantovani
Proposal for a regulation
Article 40 – paragraph 2 – point b – point vii
| Text proposed by the Commission | Amendment |
|---|---|
| vii. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 25; | vii. the decision to set up a branch, the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 25; |
Or. it
Justification
This and the subsequent amendment add the decision to set up a branch and restructuring procedures to the list of disclosure information. If local counterparties throughout the Union are to lend to the branch of an EU Inc. with the same confidence that they would have in a local company, that branch must be fully transparent. This is what makes setting up branches a viable option for expanding a business, as opposed to proceeding by means of an expensive network of subsidiaries.
Amendment 1180
Mario Mantovani
Proposal for a regulation
Article 40 – paragraph 2 – point b – point ix
| Text proposed by the Commission | Amendment |
|---|---|
| ix. insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the EU Inc. is subject; | ix. insolvency proceedings, restructuring, arrangements, compositions, or any analogous proceedings to which the EU Inc. is subject; |
Or. it
Justification
In the eyes of the law, a supplier that has dealings with a branch is also dealing with the parent company. As such, public notices about the branch must include the legal documentation establishing the branch itself and all of the collective proceedings about the company, including preventive restructuring measures, which may now include moratoria that a counterparty assessing insolvency alone would never be aware of. Complete transparency is what enables counterparties to lend to a branch of an EU Inc. with greater confidence.
Amendment 1181
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 40 – paragraph 2 – point b – point x a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| xa. the total number of employees of said EU-inc or the Employee Figures Statement as provided in Article 25 |
Or. en
Amendment 1182
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 40 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. EU Inc Companies shall ensure that the provided information to the business register are up to date at the end of each fiscal year. |
Or. en
Amendment 1183
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 41 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| An EU Inc. shall carry out cross-border conversions, divisions and mergers in accordance with Chapters I, II and IV of Directive (EU) 2017/1132. | An EU Inc. shall carry out cross-border conversions, divisions and mergers in accordance with Title II Chapters I, II and IV of Directive (EU) 2017/1132. |
Or. en
Amendment 1184
Mario Mantovani
Proposal for a regulation
Article 41 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Cross-border mobility for the EU Inc. regime shall be governed by procedures underpinned by transparency, efficiency and legal certainty, which shall ensure the legal continuity of companies without imposing disproportionate administrative burdens, least of all on SMEs. This is without prejudice to compliance with national rules and safeguards in the areas of employment law, worker participation and taxation. |
Or. it
Amendment 1185
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 41 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| A change of the Member State in which the EU Inc. has its registered office qualifies as a cross-border transfer of seat. Such a transfer shall not result in the winding up of the EU INC or in the creation of a new legal person. In such cases, article 8 of Regulation (EC) No 2157/2001 shall apply mutatis mutandis. |
Or. en
Amendment 1186
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 42 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall be resident in the Union. | 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). A majority of the directors shall be resident in the Union. A change in residency that results in non-compliance with this requirement shall be notified to the business register without delay. |
Or. en
Amendment 1187
Axel Voss, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Andrea Wechsler
Proposal for a regulation
Article 42 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall be resident in the Union. | 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall permanently be resident in the Union. |
Or. en
Amendment 1188
Mario Mantovani
Proposal for a regulation
Article 42 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall be resident in the Union. | 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors), whose domicile shall be the registered office of the company. |
Or. it
Justification
Imposing a Union residency requirement would exclude the very company founders the EU Inc. is designed to attract, while adding nothing in terms of enforcement. Requiring at least one director to be domiciled at the company’s registered office would fulfil the objective for which the residency requirement was initially devised. It would establish a single address in the Union where company directors could take receipt of formal documentation, which is what courts, creditors and authorities actually need. This amendment does away with a barrier to market access and replaces it with a solution for submission and receipt of formal documentation.
Amendment 1189
Jörgen Warborn, Adrián Vázquez Lázara
Proposal for a regulation
Article 42 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall be resident in the Union. | 2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors) who shall choose their domicile at the registered seat of the company. |
Or. en
Amendment 1190
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The board of directors may exercise all the powers of the company that are not required, by the applicable rules in accordance with Article 4, to be exercised by the general meeting or by another statutory body. | 3. The board of directors may exercise all the powers of the company that are not required, by the applicable rules in accordance with Article 4, to be exercised by the general meeting or by another administrative, management or supervisory body. |
Or. en
Amendment 1191
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall only be binding when they are compliant with the applicable rules in accordance with Article 4, the articles of association and the directors’ duties set out in Articles 44 to 46. Directors shall continue to be responsible for carrying out an independent assessment and shall not carry out any instructions that may cause unlawful damage to the company, retail shareholders or creditors. The instruction and the reasoned decision of the board of directors shall be documented in writing. |
Or. es
Amendment 1192
Mario Mantovani
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. |
Or. it
Justification
Authorising the general meeting to issue binding instructions to the board of directors (unless they are contrary to the applicable rules) is problematic. The respective powers incumbent on the general meeting and the board of directors should be laid down in the articles of association. The original provision should therefore be deleted.
Amendment 1193
Raffaele Stancanelli
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. |
Or. en
Amendment 1194
Axel Voss, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The articles of association may reserve specified matters, other than the day-to-day management of the company, for decision by the general meeting. Directors shall retain their duties under Article 44 in respect of any such reserved matters, and the rules on representation of the company vis-à-vis third parties laid down in Article 43 shall prevail. |
Or. en
Justification
Directors should not be required to implement shareholder instructions that conflict with their statutory duties. This amendment preserves directors' independent responsibility for acting in the best interests of the company.
Amendment 1195
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss members of the board of directors or another administrative, management or supervisory body at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. |
Or. en
Amendment 1196
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. Without prejudice to the applicable laws on employee participation, the general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. |
Or. en
Amendment 1197
Mario Mantovani
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting may give instructions to the board of directors. The articles of association may provide for the general meeting to decide upon certain matters other than those pertaining to the everyday management of the company. The directors shall retain their duties in these matters in accordance with Article 44. The provisions of Article 43 on representation of the company in respect of third parties shall prevail. |
Or. it
Justification
Authorising the general meeting to issue binding instructions would create conflicts of authority. This could make directors liable and expose shareholders to the risks of de facto management, driving away venture capitalists. This amendment provides for the articles of association to include a list of matters reserved for the general meeting (e.g. share issues and transfers and related-party transactions). This would ensure that venture capitalists retain the power of veto without making them shadow directors. Directors would retain their duties, third parties would be able to rely on the board, and disputes would be prevented.
Amendment 1198
Pascal Canfin
Proposal for a regulation
Article 42 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting shall not give biding instructions to the board of directors. The articles of association of an EU Inc. company may specify additional matters that require a decision of the General Meeting. |
Or. en
Justification
The General Meeting should not be able to give direct instructions to the board of directors, to ensure that the Director acts in the company's best interests without engaging his liability.
Amendment 1199
Mario Mantovani
Proposal for a regulation
Article 42 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The articles of association of innovative startups and innovative scaleups referred to in Article 88 may provide that one or more designated shareholders, or the holders of one or more share classes, shall have the right to appoint and/or dismiss one or more directors, including the majority thereof. Where provided by the articles of association, the power of the general meeting to appoint and dismiss directors pursuant to paragraph 4 shall not apply to those directors appointed by virtue of those rights. Those directors may only be dismissed by the shareholders or members of the share classes vested with such a right, unless otherwise provided by the articles of association. |
Or. it
Justification
This amendment would enable the articles of association of innovative companies to give designated shareholders or certain classes of shareholders the right to appoint and/or dismiss one or more directors. It also stipulates that the authority vested in the general meeting pursuant to Article 42(4) should not include the ability to dismiss directors appointed in that way. This proposal is germane, because the governance structures of US venture capital firms often grant such authority to a particular investor or class of shareholders.
Amendment 1200
Pascal Canfin
Proposal for a regulation
Article 42 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. If provided for in the articles of association or required by the law of the Member State of incorporation, the board of directors shall include employee representatives. |
Or. en
Amendment 1201
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 42 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The articles of association may provide for the company to have a supervisory board in accordance with the national law of the Member State of registration. |
Or. fr
Amendment 1202
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 42 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. If provided for by the articles of association or required by applicable law, the board of directors shall include employee representatives. |
Or. en
Amendment 1203
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The articles of association may provide that the company has a supervisory board governed by Article 42a. |
Or. en
Amendment 1204
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 4 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4b. Any kind of instructions and actions taken within the EU Inc.´s management bodies and stakeholders must be in compliance with due diligence (reasonable care) of the Union´s law and national law of the state of EU Inc.´s registered seat. |
Or. en
Amendment 1205
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 4 c (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4c. If a controlling body is established, it shall consist of at least three members, who are not part of the board of directors and at least one member shall have Union citizenship. The competences of such controlling body shall be the same as in the national law of the Member State of the EU Inc.´s registered office. |
Or. en
Amendment 1206
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 42 – paragraph 4 d (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4d. Article of Association shall set the competences of each body of EU Inc., all in compliance with this Regulation. |
Or. en
Amendment 1207
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Ondřej Knotek, Tomáš Kubín, Jaroslava Pokorná Jermanová
Proposal for a regulation
Article 42 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 42a | |
| Supervisory board | |
| 1. In accordance with Article 42, the articles of association may provide for the establishment of a supervisory board as an additional company body of the EU Inc. | |
| 2. Where a supervisory board is established pursuant to paragraph 1, it shall supervise the management of the EU Inc. by the board of directors and the overall conduct of the company’s business. | |
| 3. The supervisory board shall act in accordance with this Regulation, the articles of association and, where applicable, the principles adopted by the general meeting, provided that such principles are not contrary to this Regulation or to the articles of association. Any infringement of such principles shall have no effect vis-à-vis third parties. | |
| 4. The supervisory board shall carry out its functions independently. The supervisory board shall be entitled to examine all documents and records relating to the activities of the EU Inc. and to verify whether: | |
| (a) the accounting documents are properly kept and reflect the true situation of the EU Inc.; and | |
| (b) the business and other activities of the EU Inc. are carried out in compliance with applicable law and the articles of association. | |
| 5. The supervisory board shall review the financial statements, as well as any proposal for the distributions. It shall review whether the tests according to Article 72(3) has been diligently conducted. It shall submit a report on the outcome of that review to the general meeting. | |
| 6. Article 42(4) shall not apply to the supervisory board to the extent required by national law rules on employee participation applicable pursuant to Article 12. | |
| 7. A member of the supervisory board shall not simultaneously be a member of the board of directors or any other person authorised to represent the EU Inc. pursuant to Article 43. Article 45 shall apply mutatis mutandis to the members of the supervisory board. |
Or. en
Amendment 1208
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 43 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The representation of the company in dealings with third parties shall be without prejudice to the rights of employee representatives and trade unions to be informed and consulted on corporate decisions in accordance with the applicable Union and national law of the place of employment. |
Or. en
Amendment 1209
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Pasquale Tridico, Mario Furore
Proposal for a regulation
Article 43 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The representation of the company in dealings with third parties shall be without prejudice to the rights of employee representatives and trade unions to be informed and consulted on corporate decisions in accordance with the applicable Union and national law of the place of employment. |
Or. en
Amendment 1210
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 43 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Decisions by the EU Inc. company shall be without prejudice to the right of employees’ representatives and trade unions to be informed and consulted on corporate decisions in accordance with the applicable Union and national law. |
Or. en
Amendment 1211
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 44 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. A director of an EU Inc. company that is a subsidiary of another undertaking may take into account the interests of the group when determining the best interests of the company, provided that such actions do not prejudice the company’s ability to satisfy its liabilities to creditors and employees or violate mandatory worker participation rights. |
Or. en
Amendment 1212
Pascal Canfin
Proposal for a regulation
Article 44 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. A director shall be liable to the company for any act or omission in breach of a duty deriving from this Regulation, the articles of association or a resolution of the general meeting which causes loss or damage to the company. | 2. A director shall be liable to the company for any act or omission in breach of a duty deriving from this Regulation or the articles of association. |
Or. en
Justification
Related to our amendment on article 42(4)
Amendment 1213
Axel Voss, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 44 – paragraph 3 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 3. A director shall not be liable to the company: | 3. A director shall not be liable to the company for any damage or loss incurred by the company resulting from a business decision provided that he or she acted in good faith, exercised the care that a reasonably prudent person would use, and had the reasonable belief that he was acting in the best interests of the company; |
Or. en
Amendment 1214
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 3 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 3. A director shall not be liable to the company: | 3. A director shall not be liable to the company in the following circumstances, which shall not constitute a breach of the duties referred to in paragraph 1: |
Or. it
Amendment 1215
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 44 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) for any damage or loss incurred by the company resulting from a business decision provided that he or she acted in good faith, exercised the care that a reasonably prudent person would use, and had the reasonable belief that he was acting in the best interests of the company; | deleted |
Or. en
Amendment 1216
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) for any damage or loss incurred by the company resulting from a business decision provided that he or she acted in good faith, exercised the care that a reasonably prudent person would use, and had the reasonable belief that he was acting in the best interests of the company; | (a) for any damage or loss incurred by the company resulting from a business decision provided that the administrator, upon taking that decision, could reasonably believe to have acted on the basis of proper information and in the best interests of the company, and provided that there was no conflict of interest. These conditions shall be deemed fulfilled unless the company proves otherwise. In the event that the activities of the company are particularly innovative in nature, the administrator shall be deemed to have exercised reasonable diligence accordingly and in the best interests of the company; |
Or. it
Justification
This amendment codifies the principle of business judgement in line with the German model, whereby an informed and impartial decision fundamentally precludes a violation of duty, not just liability, in conjunction with an assumption of regularity whereby, in line with US precedent, the burden of proof is with the company. This removes the uncertainty surrounding the original reference to reasonable prudence, which is unsuitable for sectors such as innovation, where risk is part and parcel.
Amendment 1217
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 3 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) for any damage or loss incurred by the company resulting from an action taken based on a lawful resolution of the general meeting. | deleted |
Or. it
Justification
Assuming that the general meeting can no longer issue binding decisions (see Article 42(4), as amended), there are no longer any grounds for retaining a general exemption of liability for an action taken on the basis of a resolution. This would actually create a loophole, as a board of directors could legitimise decisions that have a deleterious impact on the value of their company by having them tacitly rubberstamped by shareholders, and thus evade liability.
Amendment 1218
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 44 – paragraph 3 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) for any damage or loss incurred by the company resulting from an action taken based on a lawful resolution of the general meeting. | deleted |
Or. es
Amendment 1219
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 44 – paragraph 3 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) for any damage or loss incurred by the company resulting from an action taken based on a lawful resolution of the general meeting. | deleted |
Or. en
Amendment 1220
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The articles of association may limit or preclude a director’s liability to the company in the event of a breach of their duties referred to in paragraph 1(c). This limitation or exclusion may under no circumstances concern: (a) acts or omissions committed with wrongful intent or gross negligence; (b) a breach of the duties referred to in paragraph 1, points (a) and (b); (c) liability for distributions issued in breach of this Regulation; or (d) liability to third parties or the company’s creditors pursuant to the applicable law. The templates for standard articles of association referred to in Article 8 shall include a standard optional clause devised for the purposes of this paragraph. |
Or. it
Justification
This amendment seeks to give companies the option, should they choose to use it, to formulate their articles of association to align liability for the duty of diligence with the standard of gross negligence. The indemnity clauses envisaged by section 102(b)(7) of the Delaware General Corporation Law – a world-leading legal benchmark for innovating companies – are the basis for this. The mandatory requirements – i.e. wrongful intent, gross negligence, the duties of integrity and good faith, unlawful distributions, liability towards third parties and creditors – fully safeguard the rights of minority shareholders and creditors.
Amendment 1221
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The liability of directors shall be further governed by the applicable national law. | 4. For matters not covered by paragraphs 1 to 3a, the liability of directors shall be governed by the applicable law in accordance with Article 4. Paragraphs 1 to 3a comprehensively govern the duty of care incumbent on directors and the conditions for the exclusion and limitation of liability towards the company. National law may not impose more stringent standards or nullify any provisions of the articles of association adopted pursuant to paragraph 3a. |
Or. it
Justification
Devolving this issue to national law would effectively undermine the entire EU Inc. project. The imposition of more stringent national standards on the duty of diligence and the inability to enforce exemption clauses in the articles of association would give rise to 27 different liability regimes. This would expose directors of EU Inc. companies to a degree of uncertainty that runs counter to the single market aspirations of the Regulation, making their ventures less palatable to investors. This amendment limits devolution to non-harmonised aspects, such as conditions of limitation and the legitimacy of legal proceedings, while ensuring that national law still applies where necessary.
Amendment 1222
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 44 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The liability of directors shall be further governed by the applicable national law. | 4. The liability of directors shall be further governed by the applicable national law of EU Inc.´s registered office . |
Or. en
Amendment 1223
Mario Mantovani
Proposal for a regulation
Article 44 – paragraph 4 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The articles of association may limit or preclude a director’s liability to the company in the event of a breach of their duties referred to in paragraph 1. No provision of that kind may limit or preclude liability in the event of fraud, bad faith, wrongful intent or a conflict of interest. |
Or. it
Justification
In the existing proposal, there is no scope for the articles of association to include clauses exempting directors from liability for a breach of their duties, even if they have acted in good faith and in a manner commensurate with the agreed governance standards. This will give rise to uncertainty, not least for venture capital managers.
Limited exemption clauses – except in the cases of fraud, bad faith, wrongful intent or conflicts of interest – would bring the EU Inc. framework into line with more competitive international governance standards, while retaining the essential safeguards.
Amendment 1224
René Repasi
Proposal for a regulation
Article 44 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 44a | |
| Directors’ duties in an EU Inc. Group with wholly owned EU Inc. subsidiaries | |
| 1. If an EU Inc. subsidiary company is wholly owned by an EU Inc. parent company, the interests of the EU Inc. subsidiary company are co-shaped by the group interests. | |
| 2. In a wholly owned EU Inc. subsidiary, the members of its board of directors do not act in breach of their duties if they follow an instruction by the EU Inc. parent company that is disadvantageous to the EU Inc. subsidiary company provided the following conditions are met: | |
| (a) the group, together with all of its companies, is structured in a sensible and well-planned manner; | |
| (b) the written group policy is designed, among other things, to ensure that all group companies share in the group’s overall success; | |
| (c) specific instructions and measures from the EU Inc. parent company that might be disadvantageous for the wholly owned EU Inc. subsidiary company must serve the implementation of the group policy and must be kept within the limits set by the group policy and do not threaten the continuity of the wholly owned EU Inc. subsidiary company; | |
| (d) the group has an information policy in place that ensures all managements within the group receive the information necessary to identify potential disadvantages and to address them over a period of up to five years. | |
| (e) disadvantages for the wholly owned EU Inc. subsidiary company induced or caused by the EU Inc. parent company have to immediately be assessed against the requirements under (b) and (c) and the compensation of any disadvantages within a period of five years has to immediately be defined in terms of scope and timing; | |
| 3. It is the duty of the management of the EU Inc. parent company and of the wholly owned EU Inc. subsidiary company to ensure that conditions under (b) to (e) are met, as well as to ensure that any disadvantages are compensated within five years. | |
| 4. Specific instructions and measures from the EU Inc. parent company that comply with requirements under paragraph 2, (b) to (e) are not covered by Article 72(3) of this Regulation. |
Or. en
Amendment 1225
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 45 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Unless otherwise provided in the articles of association, a director shall inform the board of directors or, in the event of a sole director that is not at the same time the only shareholder, the general meeting, of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest. | 1. Unless otherwise provided in the articles of association, a director shall inform the board of directors in writing including through fully online means or, in the event of a sole director that is not at the same time the only shareholder, the general meeting and, where a supervisory board has been established pursuant to Article 42a, the supervisory board , of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest. |
Or. en
Amendment 1226
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 45 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Unless otherwise provided in the articles of association, a director shall inform the board of directors or, in the event of a sole director that is not at the same time the only shareholder, the general meeting, of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest. | 1. A director shall immediately inform the board of directors or, where applicable, the general meeting, of the nature and reach of any matter that may lead to a current or potential, direct or indirect conflict of interest between their own interest and the company’s interest. |
Or. es
Amendment 1227
Mario Mantovani
Proposal for a regulation
Article 45 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Unless otherwise provided in the articles of association, a director shall inform the board of directors or, in the event of a sole director that is not at the same time the only shareholder, the general meeting, of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest. | 1. A director shall inform the board of directors or, in the event of a sole director that is not at the same time the only shareholder, the general meeting, of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest. |
Or. it
Justification
In the interests of minority shareholders, the articles of association should not exempt directors from having to declare a conflict of interest. Scope for this should be removed.
Amendment 1228
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 45 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. A director shall refrain from taking part in a decision relative to a matter in which he or she has a conflict of interest, unless the general meeting or the articles of association have authorised the director to take part in such decision. | 2. A director concerned shall not take part in the related deliberations or voting. The general meeting may only authorise a specific operation or decision after receiving all of the information about the nature and reach of the conflict of interest, and without the director or shareholder concerned, or any related parties, participating in voting. General or advance authorisations in the articles of association shall not be valid. 3. In a single-member company, where a decision cannot be adopted by an unaffected person, the existence of the conflict, the adopted decision and its justification considering the interests of the company should be recorded in writing without prejudice to the provisions of Article 46. |
Or. es
Amendment 1229
Mario Mantovani
Proposal for a regulation
Article 45 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. A director shall refrain from taking part in a decision relative to a matter in which he or she has a conflict of interest, unless the general meeting or the articles of association have authorised the director to take part in such decision. | 2. A director shall refrain from taking part in a decision relative to a matter in which he or she has a conflict of interest, unless the general meeting or the articles of association have authorised the director to take part in such decision. If a director is authorised to take part in such a decision, the board of directors shall properly substantiate the reasons for that decision and the benefits for the company thereof by means of a resolution. |
Or. it
Justification
If a director is permitted to take part in such a decision (whether by virtue of the articles of association or the general meeting itself), the board should pass a resolution justifying its decision, including why it would benefit the company.
Amendment 1230
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 46 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The articles of association may: | 1. All transactions between the EU Inc. and a director, a shareholder who directly or indirectly controls the company, or a related party, that is not performed as part of the ordinary course of business or which does not respond to normal market conditions, should be notified in advance and approved by the unaffected directors or, failing that, by the general meeting, without the interested party or related parties taking part or voting. The transaction must be documented in writing. The articles of association may set out additional guarantees. An exception shall apply in the case of a single-member company with a sole director. |
Or. es
Amendment 1231
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 46 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The articles of association may: | 1. The general meeting, or a supervisory board, if provided for in the articles of association, shall be informed about transactions between the EU Inc. and any directors, shareholders or related parties. The articles of association may: |
Or. en
Amendment 1232
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 46 – paragraph 1 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) require that certain or all transactions between the EU Inc. and all or certain directors, shareholders or related parties are approved by or brought to the attention of the board of directors, the general meeting or of the directors or shareholders not involved in those transactions; | deleted |
Or. es
Amendment 1233
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 46 – paragraph 1 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) require that certain or all transactions between the EU Inc. and all or certain directors, shareholders or related parties are approved by or brought to the attention of the board of directors, the general meeting or of the directors or shareholders not involved in those transactions; | (a) require that related party transactions are approved by the general meeting or a supervisory board, where applicable, or shareholders not involved in those transactions; |
Or. en
Amendment 1234
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 46 – paragraph 1 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) specify related party transactions that, due to their purpose, price or any other feature of the transaction, are deemed to conflict with the EU Inc. company’s best interests and shall not be concluded. | deleted |
Or. es
Amendment 1235
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 46 – paragraph 1 – subparagraph 1 (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Transactions entered into in the ordinary course of business and concluded on normal market terms shall not be considered related party transactions |
Or. en
Justification
related to whole paragraph 1, to all points in paragraph 1
Amendment 1236
Pascale Piera, Juan Carlos Girauta Vidal, Ernő Schaller-Baross, Raffaele Stancanelli
Proposal for a regulation
Article 46 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Where the articles of association do not contain any requirements or specifications pursuant to paragraph 1, the transactions between the EU Inc. company and its directors, shareholders or related parties shall be governed by national law. |
Or. fr
Amendment 1237
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 46 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. When a transaction is concluded with a director or a shareholder in breach of the relevant provisions of the articles of association adopted pursuant to paragraph 1, that director or shareholder concerned shall be liable for any damage caused to the EU Inc. company as a result of that transaction. | 2. The interested party shall be liable to the EU Inc. company for the damage caused when the transaction took place in breach of paragraph 1. That liability shall be without prejudice to other remedies provided for in the applicable national law. |
Or. es
Amendment 1238
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 46 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The liability shall not apply where the person acted on the basis of written instruction approved, dated and signed by all members of the Board of Directors, or where all shareholders approved the transaction in writing, dated and signed. |
Or. en
Amendment 1239
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 46 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The provisions of this Article shall be without prejudice to the mandatory rules of the applicable national law which establish additional guarantees for related party transactions. |
Or. es
Amendment 1240
Mario Mantovani
Proposal for a regulation
Article 48 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. A written resolution is passed when the required majority of shareholders holding eligible votes has signed it. The majority required shall be the same as that required for a decision adopted at a general meeting. | 2. A written resolution is passed when the required majority of shareholders holding eligible votes has signed it in accordance with Article 49 of this Regulation. The majority required shall be the same as that required for a decision adopted at a general meeting. |
Or. it
Amendment 1241
Victor Negrescu
Proposal for a regulation
Article 48 – paragraph 3 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the text of the proposed resolution is sent or made available digitally to all shareholders; | (a) the text of the proposed resolution is sent or made available digitally to all shareholders in a timely manner and in a form that allows them to understand the implications of the decision; |
Or. en
Amendment 1242
Victor Negrescu
Proposal for a regulation
Article 48 – paragraph 3 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the identity of the persons expressing consent can be reliably established. | (c) the identity of the persons expressing consent can be reliably established and appropriate safeguards are in place to prevent identity misuse or unauthorised voting. |
Or. en
Amendment 1243
Victor Negrescu
Proposal for a regulation
Article 48 – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. In case an EU Inc. is a single-member company, decisions adopted by the sole shareholder exercising the powers of the general meeting shall be drawn up in writing. | 5. In case an EU Inc. is a single-member company, decisions adopted by the sole shareholder exercising the powers of the general meeting shall be drawn up in writing and kept in a durable form so that they can be reviewed by workers, creditors and public authorities where allowed under Union or national law. |
Or. en
Amendment 1244
Mario Mantovani
Proposal for a regulation
Article 49 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The quorum for shareholders’ decisions shall be constituted by the holders of a simple majority of the shares entitled to vote, present or represented at the meeting, unless the articles of association provide otherwise. | 1. The quorum for shareholders’ decisions fulfilling the requirements for proper consultation shall be constituted by the holders of a simple majority of the shares entitled to vote, unless the articles of association provide otherwise. |
Or. it
Justification
The quorum should be calculated on the basis of the total number of shares with concomitant voting rights (attendance in person counts towards this, but is not the basis).
Amendment 1245
Mario Mantovani
Proposal for a regulation
Article 49 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Shareholders’ decisions shall be adopted by a simple majority, unless the articles of association provide otherwise. | 2. Shareholders’ decisions shall be adopted by a simple majority of shareholders with voting rights, present or represented at the meeting, unless the articles of association provide otherwise. |
Or. it
Justification
The quorum required to adopt shareholders’ decisions should be calculated on the basis of the number of shareholders present or represented at the meeting.
Amendment 1246
Mario Mantovani
Proposal for a regulation
Article 49 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Amendments to the articles of association shall be adopted by a qualified majority of two-thirds of the votes cast, unless the articles of association provide otherwise. In case an amendment increases the financial commitments or liability of a shareholder, such an amendment shall also require the express consent of that shareholder. | 3. Amendments to the articles of association shall be adopted by a qualified majority of two-thirds of shareholders with voting rights, present or represented at the meeting, unless the articles of association provide otherwise. In case an amendment increases the financial commitments or liability of a shareholder, such an amendment shall also require the express consent of that shareholder. |
Or. it
Justification
Allowing amendments to be adopted by qualified majority of votes cast would set capital thresholds that are too low in the event of a substantial number of abstentions.
Amendment 1247
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 49 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Amendments to the articles of association shall be adopted by a qualified majority of twothirds of the votes cast, unless the articles of association provide otherwise. In case an amendment increases the financial commitments or liability of a shareholder, such an amendment shall also require the express consent of that shareholder. | 3. Amendments to the articles of association shall be adopted by a qualified majority of at least twothirds of the votes cast. The articles of association may call for a higher majority, but not a lower one. In case an amendment increases the financial commitments or liability of a shareholder, such an amendment shall also require the express consent of that shareholder. |
Or. es
Amendment 1248
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
Proposal for a regulation
Article 49 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The quorum and majority requirements applicable to decisions of the shareholders of an EU Inc. shall be governed exclusively by this Regulation and by the articles of association. Member States shall not impose additional or stricter quorum or majority requirements on decisions of the shareholders of an EU Inc., including where national law prescribes different quorums or majorities for comparable decisions of national company forms. |
Or. en
Amendment 1249
Pascal Canfin
Proposal for a regulation
Article 49 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The quorum and majority requirements laid down in this Article shall apply notwithstanding any stricter requirements provided for in the law of a Member State for matters referred to in this Regulation. |
Or. en
Justification
Some Member States apply other thresholds than the quorum or majority ones specified in this article. They shall not impose them into EU Inc.’s related activities.
Amendment 1250
Daniel Buda
Proposal for a regulation
Article 50 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The board of directors may make editorial changes of non-substantive nature to the articles of association without a decision of the general meeting. | deleted |
Or. ro
Justification
The company law of the majority of EU Member States does not provide for editorial changes to articles of association. It is unclear what is meant by this term. Delegating this power may lead to disputes between shareholders and members of the board of directors due to the lack of clarity as to what exactly constitutes an editorial change – a concept that could be misused by boards of directors.
Amendment 1251
Mario Mantovani
Proposal for a regulation
Article 50 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The board of directors may make editorial changes of non-substantive nature to the articles of association without a decision of the general meeting. | 2. Where specifically provided by the articles of association, the board of directors may make editorial changes of non-substantive nature to the articles of association without a decision of the general meeting. |
Or. it
Justification
The concept of changes of a ‘non-substantive nature’ is open to interpretation. Giving the board of directors the unconditional authority to modify the articles of association raises the question of where an editorial change ends and an amendment begins. Requiring the articles of association to determine this authority in advance would still be convenient (correction of typographical errors, renumbering, updates following changes to registered capital), while safeguarding the interests of shareholders.
Amendment 1252
Victor Negrescu
Proposal for a regulation
Article 51 – paragraph 2 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) creating a new class of shares having rights superior to the rights attached to an existing class. | (c) creating a new class of shares having rights superior to the rights attached to an existing class or changing existing rights so that, in practice, a class is subordinated in terms of voting, profit or liquidation entitlements. |
Or. en
Amendment 1253
Victor Negrescu
Proposal for a regulation
Article 51 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Unless the articles of association provide otherwise, the approval referred to in paragraph 1 shall require the qualified majority of two-thirds of the votes cast within the impacted class of shares. | 3. Unless the articles of association provide otherwise, the approval referred to in paragraph 1 shall require the qualified majority of two-thirds of the votes cast within the impacted class of shares and shall be preceded by clear, timely and comprehensible information about the proposed modification, its rationale and its expected impact on that class, including on minority holders. |
Or. en
Amendment 1254
Tobiasz Bocheński, Kosma Złotowski
Proposal for a regulation
Article 51 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article51a | |
| Right to challenge resolutions of shareholders | |
| 1. A shareholder shall have the right to challenge before the competent court a resolution of the shareholders which: | |
| (a) infringes this Regulation or other applicable provisions of Union law; | |
| (b) infringes mandatory provisions of applicable national law; | |
| (c) infringes the articles of association; | |
| (d) was adopted in breach of procedural requirements where that breach may have affected the content or outcome of the resolution or materially impaired the exercise of the shareholder’s rights; or | |
| (e) constitutes an abuse of the powers of the majority and unfairly prejudices one or more shareholders or materially harms the interests of the EU Inc. | |
| 2. Member States shall ensure that effective judicial remedies are available in respect of the resolutions referred to in paragraph 1, including, where appropriate, the suspension of the implementation of the resolution and its annulment or declaration of invalidity. | |
| 3. The remedies provided for in this Article shall be without prejudice to additional remedies available under applicable national law. |
Or. en
Amendment 1255
Mario Mantovani
Proposal for a regulation
Article 52 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The application referred to in paragraph 1 shall be filed against the EU Inc. company and all other shareholders. | 2. The articles of association may provide for other circumstances in which a member may file for withdrawal. |
Or. it
Amendment 1256
Mario Mantovani
Proposal for a regulation
Article 52 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, on the account of the other shareholders and in proportion to the number of shares they hold, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application referred to in paragraph 1. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application. | 3. Without prejudice to a challenge to the application before the competent court, the EU Inc. company shall notify all other shareholders of the request for withdrawal without delay, so that they may choose to purchase the shares held by the withdrawing shareholder in proportion to the number of shares they hold. Notification of withdrawal shall be accompanied by an initial determination of the fair value of the shares by the EU Inc., which shall be swiftly confirmed or modified on the basis of an assessment of the fair value by an independent expert. The EU Inc. shall be notified of the purchase option within [60 days] of submission of the independent expert’s assessment. If the shareholders’ option has not been exercised within the deadline, either in whole or in part, the EU Inc. shall offer those shares to third parties. |
Or. it
Amendment 1257
Pascal Canfin
Proposal for a regulation
Article 52 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, on the account of the other shareholders and in proportion to the number of shares they hold, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application referred to in paragraph 1. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application. | 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, on the account of the other shareholders and in proportion to the number of shares they hold, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application. Where possible, the court shall give priority to the EU Inc. acquiring the applicants’ shares and shall only on a subsidiary basis order the other shareholders to acquire those shares. The period within each of the other shareholders must acquire the outgoing shareholder’s shares may vary according to the number of shares held by them. During that period, the voting rights attached to the applicant's shares shall not apply. |
Or. en
Justification
Article 52 might create complex situations where a minority shareholder have to generate liquidity it does not have in case of the withdrawal of a shareholder. To attenuate this side effect, this amendment suggest that the liability of the EU Inc. shall be prioritised when possible, and that the time in which shareholders need to purchase the shares of the outgoing shareholder may vary, and could be longer for shareholders with less shares. During the time period in which the applicant's share are about to be bought, the applicant's voting rights shall not apply, so that the company's business can continue.
Amendment 1258
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 52 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, on the account of the other shareholders and in proportion to the number of shares they hold, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application referred to in paragraph 1. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application. | 3. Where the competent court finds in favour of the applicant, it may order the EU Inc. company or the shareholders whose conduct brought about the oppressive situation to purchase the applicant’s shares at a price corresponding to the fair value determined on the date of service of the application referred to in paragraph 1. Where it is the company who is to purchase the shares, it shall comply with the rules on equity, solvency and protection of creditors. The court shall determine who is required to pay, the period and, where relevant, the required guarantees, together with interests accrued from the date of service of the application. |
Or. es
Amendment 1259
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 52 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, on the account of the other shareholders and in proportion to the number of shares they hold, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application referred to in paragraph 1. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application. | 3. Where the competent court finds in favour of the applicant, the EU Inc. company shall, where applicable, on the account of the other shareholders against whom the court has established oppressive conduct, purchase the shares held by the applicant at a price corresponding to the fair value determined by the court on the date of service of the application referred to in paragraph 1. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application. |
Or. en
Justification
This amendment ensures that the financial consequences of oppressive conduct are borne by the shareholders responsible for that conduct rather than by the company and its remaining shareholders. It strengthens fairness, protects the company's assets and avoids penalising the company for disputes between shareholders.
Amendment 1260
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 52 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The EU Inc. and the other shareholders are jointly and severally liable for the payment of the share price referred to in paragraph 3. | 4. The EU Inc. and the shareholders upon whom the purchase is imposed are liable for the payment on the terms set by the competent court. Personal liability may not be imposed on a shareholder purely due to the ownership of shares when they have not allowed, participated in or obtained any undue benefit from the oppressive conduct. |
Or. es
Amendment 1261
Mario Mantovani
Proposal for a regulation
Article 52 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The EU Inc. and the other shareholders are jointly and severally liable for the payment of the share price referred to in paragraph 3. | 4. If the shares have not been purchased in full by the other shareholders or by third parties within [180 days] from the date of application for withdrawal, the EU Inc. shall redeem the shares held by the applicant at a fair price determined by an independent expert. |
Or. it
Justification
In the existing proposal, the provisions governing share withdrawals are vague (a general stipulation about company affairs being conducted in an ‘oppressive’ manner) and cumbersome (mandatory legal proceedings). This amendment seeks to lay down a fully internal procedure whereby an independent valuation is carried out, the other shareholders retain a call option, an offer is made to third parties and the company redeems the remaining shares. It would also do away with joint and several liability and uphold the right to legal recourse.
Amendment 1262
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 52 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The EU Inc. and the other shareholders are jointly and severally liable for the payment of the share price referred to in paragraph 3. | 4. The EU Inc. and those shareholders against whom the court has established oppressive conduct are jointly and severally liable for the payment of the share price referred to in paragraph 3. |
Or. en
Justification
Liability risks should not be extended to all shareholders.
Amendment 1263
Daniel Buda
Proposal for a regulation
Article 53 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares.The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. Member States shall ensure that the shares of the EU Inc. shall be dematerialised and recorded into a register of shares. |
Or. ro
Justification
Înregistrarea acțiunilor în registru nu ar trebui să aibă efect constitutiv. Nu există garanții obligatorii pentru a dovedi când și de către cine a fost creat sau modificat registrul. Fără o trasabilitate, registrul ar fi expus manipulărilor pe scară largă. Legarea directă a unui astfel de instrument nesigur de constituirea drepturilor de proprietate asupra acțiunilor ar conferi administratorului registrului o putere imensă, un rezultat fundamental incompatibil cu principiile de bază ale certitudinii juridice și ale protecției proprietății. De asemenea, terții nu pot stabili cine stă în spatele companiei și nici nu pot avea încredere în stabilitatea structurii sale de proprietate. Sistemul este în mod inerent vulnerabil la abuzuri, amplificate de permiterea emiterii și distribuției anonime prin intermediul tehnologiilor registrelor contabile. Acest lucru ar crea spațiu pentru participanții cu intenții criminale și le-ar permite să eludeze garanțiile de combatere a spălării banilor și a finanțării terorismului, fiscale sau sancțiuni. În loc de un registru digital autoadministrat cu efect constitutiv, legislația națională aplicabilă ar trebui să determine specificul registrului.
Amendment 1264
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 53 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. Member States shall ensure that the shares of the EU Inc. may be dematerialised and recorded into a register of shares. |
Or. en
Amendment 1265
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 53 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. Member States shall ensure that the shares of the EU Inc. may be dematerialised and recorded into a digital register of shares. |
Or. en
Amendment 1266
Raffaele Stancanelli
Proposal for a regulation
Article 53 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. Member States shall ensure that the shares of the EU Inc. are dematerialised and recorded into a register of shares, which may be digital. |
Or. en
Amendment 1267
José Cepeda, Leire Pajín
Proposal for a regulation
Article 53 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. Member States shall ensure that the shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. |
Or. en
Amendment 1268
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 53 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions. | deleted |
Or. en
Amendment 1269
Raffaele Stancanelli
Proposal for a regulation
Article 53 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions. | deleted |
Or. en
Amendment 1270
José Cepeda, Leire Pajín
Proposal for a regulation
Article 53 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions. | deleted |
Or. en
Amendment 1271
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 53 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions. | deleted |
Or. en
Amendment 1272
Daniel Buda
Proposal for a regulation
Article 53 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions. | deleted |
Or. ro
Amendment 1273
Raffaele Stancanelli
Proposal for a regulation
Article 53 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. company shall not have bearer shares. | 3. This provision shall be without prejudice to the possibility for the articles of association to provide for the application of the rules governing the representation of shares applicable to the designated relevant national legal form in accordance with Article 4(3), instead of the rules laid down in paragraph 1. |
Or. en
Amendment 1274
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 53 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. This article shall be used only for the cases when the shares are not registered by Central Securities Depository or other relevant registers under the Union law.[29] | |
| [29] Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology, and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU (Text with EEA relevance) |
Or. en
Amendment 1275
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 53 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. This provision is without prejudice to the possibility that the articles of association decides to apply, instead of the rules provided in paragraph 1, the rules concerning the representation of shares provided for the designated relevant national legal form in accordance with Article 4(3). |
Or. en
Amendment 1276
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 53 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. This article is without prejudice to the possibility that the articles of association foresee to apply, instead of the rules provided in paragraph 1, the rules concerning the representation of shares provided for by the designated relevant national legal form in accordance with Article 4(3). |
Or. en
Amendment 1277
Daniel Buda
Proposal for a regulation
Article 53 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. This provision is without prejudice to the possibility for the instrument of constitution to apply, instead of the rules set out in paragraph 1, the rules on the representation of shares that apply to the relevant national legal form designated in accordance with Article 4(3). |
Or. ro
Amendment 1278
José Cepeda, Leire Pajín
Proposal for a regulation
Article 53 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. This provision is without prejudice to the possibility that the articles of association decide to apply, instead of the rules provided in paragraph 1, the rules concerning the representation of shares provided for the designated relevant national legal form in accordance with Article 4(3). |
Or. en
Justification
The registration of shares into the register should not have constitutive effect. There are no mandatory safeguards to evidence when, and by whom, the register was created or amended. Without traceability, the register would be open to widespread manipulation. Third parties can also not ascertain who stands behind the company nor place trust in the stability of its ownership structure.
Amendment 1279
Daniel Buda
Proposal for a regulation
Article 54 – title
| Text proposed by the Commission | Amendment |
|---|---|
| Digital register of shares | Register of shares |
Or. ro
Amendment 1280
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 54 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Every EU Inc. shall create upon registration and maintain an up-to-date digital register of shares, ensuring the integrity and security of the register, which shall contain at least the following information: | 1. Every EU Inc. shall create upon registration and maintain an up-to-date digital register of shares accessible through the business register, ensuring the integrity and security of the register, which shall contain at least the following information: |
Or. en
Amendment 1281
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 54 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Every EU Inc. shall create upon registration and maintain an up-to-date digital register of shares, ensuring the integrity and security of the register, which shall contain at least the following information: | 1. Every EU Inc. shall create upon registration and maintain an up-to-date register of shares, accessible through the business register, ensuring the integrity and security of the register, which shall contain at least the following information: |
Or. en
Amendment 1282
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – introductory part
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Every EU Inc. shall create upon registration and maintain an up-to-date digital register of shares, ensuring the integrity and security of the register, which shall contain at least the following information: | 1. Every EU Inc. shall hold upon registration an up-to-date register of shares, which shall be kept in accordance with the rules that apply to the relevant national legal form in accordance with Article 4(3). |
Or. ro
Justification
These amendments ensure that Member States that meet a high standard of register reliability maintain this standard. Member States which make the register subject to preventive, judicial or notarial control, or a combination of these, should be able to continue to offer a sufficiently reliable basis, founded on public confidence, for any presumption as to shareholder’s rights. A system based on ledger technology would not be equivalent to this, as it is not based on public confidence.
Amendment 1283
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point a
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the identity and address of all the shareholders; | deleted |
Or. ro
Amendment 1284
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point b
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the identifier assigned for each share; | deleted |
Or. ro
Amendment 1285
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point c
| Text proposed by the Commission | Amendment |
|---|---|
| (c) if shares have a nominal value, their nominal value; | deleted |
Or. ro
Amendment 1286
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point d
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the date of subscription of each share; | deleted |
Or. ro
Amendment 1287
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point e
| Text proposed by the Commission | Amendment |
|---|---|
| (e) if applicable, that the share is redeemable; | deleted |
Or. ro
Amendment 1288
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point f
| Text proposed by the Commission | Amendment |
|---|---|
| (f) the amount of each consideration in cash, if any, paid or to be paid, by the shareholder concerned; | deleted |
Or. ro
Amendment 1289
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point g
| Text proposed by the Commission | Amendment |
|---|---|
| (g) the value and nature of each consideration in kind, if any, provided or to be provided by the shareholder concerned; | deleted |
Or. ro
Amendment 1290
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point h
| Text proposed by the Commission | Amendment |
|---|---|
| (h) the date of acquisition of transferred shares; | deleted |
Or. ro
Amendment 1291
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point i
| Text proposed by the Commission | Amendment |
|---|---|
| (i) the sequence number assigned to each share transfer; | deleted |
Or. ro
Amendment 1292
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point j
| Text proposed by the Commission | Amendment |
|---|---|
| (j) where there are multiple classes of shares, the class of each share; | deleted |
Or. ro
Amendment 1293
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point k
| Text proposed by the Commission | Amendment |
|---|---|
| (k) where a share is owned by more than one shareholder, identity and address of a common representative; | deleted |
Or. ro
Amendment 1294
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 1 – point l
| Text proposed by the Commission | Amendment |
|---|---|
| (l) if any, the information about encumbrances, pledges, or restrictions on the shares and the name of their beneficiaries. | deleted |
Or. ro
Amendment 1295
Ton Diepeveen, Pascale Piera
Proposal for a regulation
Article 54 – paragraph 1 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Where required under Union AML/CFT legislation, the company shall maintain information enabling the identification of the beneficial owners of shares held directly or indirectly through legal entities, nominees or comparable arrangements, and shall provide such information to competent authorities upon request in accordance with Union law. |
Or. en
Amendment 1296
Juan Carlos Girauta Vidal, Jorge Buxadé Villalba
Proposal for a regulation
Article 54 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. The Financial Intelligence Units and other competent authorities designated in accordance with Directive (EU) 2024/1640 shall have immediate, direct and unfiltered access to the digital register of shares to the extent necessary for them to carry out their duties. Access shall be recorded and subject to suitable guarantees in terms of security, confidentiality and data protection. |
Or. es
Amendment 1297
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 54 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The digital register of shares shall be accessible to any shareholders as well as employees, their representatives and trade unions, and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. |
Or. en
Amendment 1298
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 54 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The digital register of shares shall be accessible to any shareholder, recognized employee representatives and trade unions, and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. |
Or. en
Amendment 1299
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The register of shares shall be accessible at least to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. |
Or. ro
Amendment 1300
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The register of shares may be kept in digital format, provided that entries are made and can be verified using electronic identification means, in accordance with Regulation (EU) No 910/2014. |
Or. ro
Amendment 1301
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 2 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. This provision is without prejudice to the possibility for the instrument of constitution to apply, instead of the rules set out in the preceding paragraphs, the rules on the register of shares that apply to the relevant national legal form designated in accordance with Article 4(3). |
Or. ro
Amendment 1302
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirm the entitlement of that person to the status of a shareholder. | deleted |
Or. ro
Justification
Eliminarea alineatelor (3)-(5) care conțin certificate de acțiuni digitale garantează că standardul ridicat al indicatorilor de încredere publică nu este subminat. Emiterea obligatorie a certificatelor de acțiuni digitale nu oferă nicio valoare tangibilă în comparație cu un sistem fiabil bazat pe registru. Nu ar duce la câștiguri de eficiență, deoarece efortul administrativ subiacent rămâne același. Într-adevăr, emiterea, actualizarea și verificarea certificatelor digitale pot crea complexitate și costuri suplimentare. În plus, se asigură că încrederea publică nu este legată de un purtător care nu are nicio bază pentru prezumția sa.
Amendment 1303
Jörgen Warborn, Adrián Vázquez Lázara
Proposal for a regulation
Article 54 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirm the entitlement of that person to the status of a shareholder. | 3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirm the entitlement of that person to the status of a shareholder. Any requirement relating to a digital share register should not restrict the dematerialisation of shares or otherwise prevent shares from being admitted to trading on a public market. |
Or. en
Amendment 1304
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The digital share certificate shall contain the following elements: | deleted |
| (a) an excerpt from the digital share register regarding all the information specified in paragraph 1 concerning the ownership of the shareholder requesting the certificate, | |
| (b) the main legal information concerning the EU Inc., including at least its registered office, its EUID and the total number of its shares, | |
| (c) a digital timestamp providing a certain date for the entry in the register, | |
| (d) a statement regarding any recorded encumbrances, pledges, or restrictions on the shares. | |
| (e) Member States shall not impose any additional requirements concerning the minimum content or form of the digital share certificate. |
Or. ro
Amendment 1305
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. This Article shall not apply where the shares are recorded in a central securities depository in accordance with Regulation (EU) 909/2014 or are subject to another system of recording or registration governed by Union law. |
Or. en
Amendment 1306
Daniel Buda
Proposal for a regulation
Article 54 – paragraph 5 – subparagraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| The digital share certificate shall be dated using a qualified electronic time stamp, and sealed using a qualified electronic seal or signed using qualified electronic signature by the company or a member of the board of directors, or a person authorised by the board of directors, in accordance with Regulation (EU) No 910/2014 or 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]. | deleted |
Or. ro
Amendment 1307
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
Proposal for a regulation
Article 54 – paragraph 5 – subparagraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Member States may provide that the digital register of shares is maintained on behalf of the EU Inc. by an authorized third party, including a central securities depository, a notary or another person authorized under national law, provided that the applicable Union and national legal requirements are respected. |
Or. en
Amendment 1308
Arash Saeidi
on behalf of The Left Group
Özlem Demirel, Mario Furore, Pasquale Tridico
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The exercise of shareholder rights by employees participating in an EU-ESO, including the right to access information or investigate breaches under Article 56, shall not constitute a valid ground for dismissal or any other form of adverse treatment or retaliation by the employer. |
Or. en
Amendment 1309
Mario Mantovani
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Without prejudice to paragraphs 1 to 5, this Article shall not apply in the event that a Member State should authorise the shares of an EU Inc. to be made available for trading on a regulated market or a multilateral trading facility in accordance with Article 60. |
Or. it
Justification
The provisions of this regulation should not prevent shares from being listed and should provide for adjustments where necessary (i.e. the overall regime changes when listing takes place).
Amendment 1310
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The EU Inc. may delegate the maintenance and verification of the digital register of shares to a notary or other qualified legal professional to ensure compliance with anti-money laundering obligations and the accuracy of the constitutive effects of registration. |
Or. en
Amendment 1311
Raffaele Stancanelli
Proposal for a regulation
Article 54 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. By way of derogation from paragraphs 1 to 5, this Article shall not apply where a Member State has authorised access to trading in the shares of an EU Inc. on a regulated market or a multilateral trading facility in accordance with Article 60. |
Or. en
Justification
Individual provisions of the Regulation must not hinder listing and should provide that, where needed, an adjustment is required (in the sense that the regime changes upon listing).
Amendment 1312
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 54 – paragraph 5 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. The EU Inc. may delegate the maintenance and verification of the digital register of shares to a notary or other qualified legal professional to ensure compliance with anti-money laundering obligations and the accuracy of the constitutive effects of registration. |
Or. en
Amendment 1313
Victor Negrescu
Proposal for a regulation
Article 55 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association may provide for multiple classes of shares with non-identical rights and obligations attached to them. Shares carrying the same rights and obligations shall constitute one class. | 2. The articles of association may provide for multiple classes of shares with non-identical rights and obligations attached to them. Shares carrying the same rights and obligations shall constitute one class and shareholders within each class shall benefit from equal treatment in relation to that class. |
Or. en
Amendment 1314
Mario Mantovani
Proposal for a regulation
Article 55 – paragraph 3 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The articles of association of innovative startups and innovative scaleups as defined by Article 88 may confer on individual shareholders the rights and obligations referred to in paragraph 3. |
Or. it
Justification
While Article 55 provides for multiple classes of shares with non-identical rights and obligations, it does not clarify the extent to which those rights may derogate from the principle of equal treatment. Uncertainty around this prevails in a number of Member States: not so much over eligibility in principle; more the fact that the proposal goes so far as to require company founders or other shareholders to be subject to financial or governance conditions. In the case of innovative companies, it should be possible to assign such shareholdings to individual shareholders without establishing a separate category.
Amendment 1315
René Repasi
Proposal for a regulation
Article 56 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. If several persons hold a share jointly, they shall appoint a common representative to exercise shareholder rights in the company. The co-holders of a share continue to be jointly and severally liable for the commitments attached to this share. | 2. If several persons hold a share jointly, they shall appoint a common representative to exercise shareholder rights in the company. The co-holders of a share continue to be jointly and severally liable for the commitments attached to this share. |
| Employees holding warrants under the EU-ESO shall have the right to attend the general meeting. |
Or. en
Amendment 1316
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 2 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Employees holding warrants under the EU-ESO shall have the right to attend the general meeting. |
Or. en
Amendment 1317
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. company shall provide shareholders with sufficient information regarding the items on the agenda of the general meeting prior to that meeting. | 3. The EU Inc. company shall provide shareholders and employees holding warrants under the EU-ESO with sufficient information regarding the items on the agenda of the general meeting prior to that meeting. |
Or. en
Amendment 1318
René Repasi
Proposal for a regulation
Article 56 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The EU Inc. company shall provide shareholders with sufficient information regarding the items on the agenda of the general meeting prior to that meeting. | 3. The EU Inc. company shall provide shareholders and employees holding warrants under the EU-ESO with sufficient information regarding the items on the agenda of the general meeting prior to that meeting. |
Or. en
Amendment 1319
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Every shareholder shall have the right to ask questions related to items on the agenda of the general meeting. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law. | 4. Every shareholder and each employee holding warrants under the EU-ESO shall have the right to ask questions related to items on the agenda of the general meeting. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law. |
Or. en
Amendment 1320
René Repasi
Proposal for a regulation
Article 56 – paragraph 4
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Every shareholder shall have the right to ask questions related to items on the agenda of the general meeting. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law. | 4. Every shareholder and each employee holding warrants under the EU-ESO shall have the right to ask questions related to items on the agenda of the general meeting. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law. |
Or. en
Amendment 1321
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The articles of association may provide that certain or all shareholders shall be entitled to examine the financial books of the company at their request. | 5. All shareholders and employees holding warrants under the EU-ESO shall be entitled to examine the financial books of the company at their request. The articles of association may derogate from this provision only where a supervisory board is appointed. |
Or. en
Amendment 1322
René Repasi
Proposal for a regulation
Article 56 – paragraph 5
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The articles of association may provide that certain or all shareholders shall be entitled to examine the financial books of the company at their request. | 5. All shareholders and employees holding warrants under the EU-ESO shall be entitled to examine the financial books of the company at their request. The articles of association may derogate from this provision only where a supervisory board is appointed. |
Or. en
Amendment 1323
René Repasi
Proposal for a regulation
Article 56 – paragraph 5 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The exercise of shareholder rights by employees participating in an EU-ESOP, including the rights provided for in Article 56, shall not constitute a ground for dismissal or any other adverse treatment or retaliation by the employer. |
Or. en
Amendment 1324
René Repasi
Proposal for a regulation
Article 56 – paragraph 5 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. The EU Inc. company may entrust the maintenance and verification of the digital register of shares to a notary or another qualified legal professional in order to ensure compliance with anti-money laundering requirements and the accuracy of the register. |
Or. en
Amendment 1325
Mario Mantovani
Proposal for a regulation
Article 56 – paragraph 6 – subparagraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| The articles of association may grant the right set out in subparagraph 1 to individual shareholders or to shareholders holding less than one-tenth of the number of shares. | The articles of association may grant the right set out in subparagraph 1 to individual shareholders or to shareholders holding less than one-tenth of the number of shares. In the case of innovative startups and innovative scaleups as defined by Article 88, the articles of association may limit, attach conditions to or proscribe the right set out in subparagraph 1. |
Or. it
Justification
The right to request an investigation pursuant to Article 56(6) is an important safeguard for minority shareholders. However, in the case of companies with fewer shareholders, making that right universally applicable may unduly impinge on their ability to do business. This amendment seeks to allow innovative startups and scaleups to formulate their articles of association in such a way as to restrict, attach conditions to or proscribe the right to request an investigation, while maintaining the principle of contractual autonomy and transparency through negotiated governance arrangements.
Amendment 1326
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 6 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 6a. The exercise of shareholder rights by employees participating in an EU-ESO, including the right to access information or investigate breaches under Article 56, shall not constitute a valid ground for dismissal or any other form of adverse treatment or retaliation by the employer. |
Or. en
Amendment 1327
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 56 – paragraph 6 b (new)
| Text proposed by the Commission | Amendment |
|---|---|
| 6b. The EU Inc. may delegate the maintenance and verification of the register of shares to a notary or other qualified legal professional to ensure compliance with anti-money laundering obligations and the accuracy of the constitutive effects of registration. |
Or. en
Amendment 1328
Victor Negrescu
Proposal for a regulation
Article 56 – paragraph 8
| Text proposed by the Commission | Amendment |
|---|---|
| 8. The remuneration of the independent expert referred to in paragraph 6 shall be paid by the company. The articles of association may provide that shareholders requesting an investigation shall reimburse the company for the remuneration where the report does not establish any material breach of law or of the articles of association. | 8. The remuneration of the independent expert referred to in paragraph 6 shall be paid by the company. The articles of association may provide that shareholders requesting an investigation shall reimburse the company for the remuneration where the report does not establish any material breach of law or of the articles of association provided that such reimbursement arrangements do not make the exercise of this right excessively difficult or costly for minority shareholders. |
Or. en
Amendment 1329
Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand
on behalf of the Verts/ALE Group
Proposal for a regulation
Article 56 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 56a | |
| Duty of loyalty of shareholders | |
| 1. Shareholders shall exercise their rights and perform their obligations in good faith and with due regard to the legitimate interests of the EU Inc. and of the other shareholders. | |
| 2. The exercise of shareholder rights shall not constitute an abuse of majority or minority position resulting in unfair prejudice to the company or to other shareholders. | |
| 3. It shall be ensured that employees holding warrants under the EU-ESO are entitled to attend the general meeting. The EU Inc. shall provide them and other shareholders with sufficient information regarding all the points on the agenda prior to the general meeting. They shall all have the right to ask questions related to each point on the agenda. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law. | |
| 4. All shareholders and employees holding warrants under the EU-ESO shall be allowed to examine upon request the financial books of the company. | |
| 5. The exercise of shareholder rights by employees holding warrants under the EU-ESO shall not constitute a valid ground for dismissal nor any other form of adverse treatment or retaliation. |
Or. en
Amendment 1330
René Repasi
Proposal for a regulation
Article 56 a (new)
| Text proposed by the Commission | Amendment |
|---|---|
| Article 56a | |
| Duty of loyalty of shareholders | |
| 3. Specific instructions and measures of EU Inc. parent company that are disadvantageous for a wholly owned EU Inc. subsidiary company may only be adopted if these disadvantages are compensated. |
Or. en
Justification
New point 3, to be added to the new Article 56a (AM 154 of the draft report).
Amendment 1331
Arash Saeidi
on behalf of The Left Group
Özlem Demirel
Proposal for a regulation
Article 57 – paragraph 3
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The articles of association may provide that a share carries no voting rights or that a share does not carry a vote in certain matters dealt with by the general meeting. | 3. The articles of association may provide that a share carries no voting rights or that a share does not carry a vote in certain matters dealt with by the general meeting. Such limitations shall not be imposed on the resulting underlying shares of an EU-ESO. |
Or. en
Amendment 1332
Mario Mantovani
Proposal for a regulation
Article 58 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The transferee and the transferor shall be jointly liable to the company for any consideration for shares that is still outstanding at the time of transfer. | 2. The transferee and the transferor shall be jointly liable to the company for any share contributions that are still outstanding at the time of transfer. The transferee and the transferor shall be jointly liable to the company for registering the transfer of shares in a timely fashion. The EU Inc. may seek recourse for any share contributions that are still outstanding from the transferor only, unless the transferee has expressly assumed that obligation and the take-up of such has been logged in the digital register of shares This is without prejudice to any indemnification arrangements agreed directly between the transferor and transferee. |
Or. it
Justification
Automatically applying liability to unpaid contributions would mean that every secondary share purchase – i.e. an angel investor selling to a fund or an employee selling as part of a tender offer – would come with a hidden risk that buyers are not always able to price in. This would serve to reduce the very secondary liquidity that makes start-up equity attractive to investors.
Amendment 1333
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
Proposal for a regulation
Article 58 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The transferee and the transferor shall be jointly liable to the company for any consideration for shares that is still outstanding at the time of transfer. | 2. The transferee and the transferor shall be jointly liable to the company for the timely registration of the transfer of the shares. The company shall have recourse for any consideration for shares that is outstanding at the time of transfer only against the transferor, unless the transferee has expressly assumed that obligation and the assumption is recorded in the digital register of shares. Any indemnities agreed between the transferor and the transferee inter partes shall remain unaffected. |
Or. en
Justification
Automatic successor liability puts a hidden tail risk into every secondary sale.
Amendment 1334
Lukas Mandl
Proposal for a regulation
Article 59 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The transfer of shares and the registration of a transfer of shares in the digital register of shares may be concluded fully online. | 1. The transfer of shares and the registration of a transfer of shares in the digital register of shares may be concluded online and in compliance with article 14. |
Or. en
Amendment 1335
Daniel Buda
Proposal for a regulation
Article 59 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The transfer of shares and the registration of a transfer of shares in the digital register of shares may be concluded fully online. | 1. The transfer of shares and the registration of a transfer of shares in the register of shares may be concluded online, as provided in Article 14. |
Or. ro
Amendment 1336
José Cepeda, Leire Pajín
Proposal for a regulation
Article 59 – paragraph 1
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The transfer of shares and the registration of a transfer of shares in the digital register of shares may be concluded fully online. | 1. The transfer of shares and the registration of a transfer of shares in the digital register of EU Inc. companies may be concluded fully online. |
Or. en
Amendment 1337
José Cepeda, Leire Pajín
Proposal for a regulation
Article 59 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares fully online. | 2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares fully online other than the preventive control of Article 14. |
Or. en
Amendment 1338
Maravillas Abadía Jover
Proposal for a regulation
Article 59 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares fully online. | 2. Member States shall ensure that no unnecessary requirements or conditions prevent the conclusion of the transfer of shares and the registration of a transfer of shares fully online, in accordance with this Regulation. |
Or. en
Amendment 1339
Lukas Mandl
Proposal for a regulation
Article 59 – paragraph 2
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares fully online. | 2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares online. |
Or. en