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amendment list, 22 July 2026

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

Document JURI-AM-791131 · (COM(2026)0321 – 2026/0074(COD))

Committee on Legal Affairs

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Text 2,158 paragraphs

Amendment 1340

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 2

Text proposed by the CommissionAmendment
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. ro

Amendment 1341

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 3

Text proposed by the CommissionAmendment
3. The transfer of shares shall be deemed to be valid through an agreement sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014, including through the European Business Wallets as 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

Read the rest (2,146 paragraphs)

Justification

Amendamentele atenuează riscurile care decurg din transferurile de acțiuni dacă acestea sunt efectuate fără control preventiv și supuse unui registru de acțiuni autoadministrat. Statelor membre ar trebui să li se permită să supună transferurile de acțiuni unor cerințe formale mai stricte, cum ar fi autentificarea notarială. Acest lucru este justificat de mai multe considerații: riscul de abuz inerent proceselor bazate pe eIDAS (în special, lipsa unei verificări fiabile a identității în cazurile de furt de identitate și absența verificărilor capacității), lipsa unei revizuiri substanțiale de către o parte neutră în ceea ce privește legalitatea acestora și riscul ca termenii contractuali să fie impuși unilateral și, în cele din urmă, să se dovedească invalidi. Propunerea nu ar conduce, în niciun caz, la armonizare, deoarece consecințele contractuale și delictuale ale transferurilor de acțiuni rămân supuse legislației naționale. Fără control preventiv, companiile din UE Inc. ar lipsi de un cadru de proprietate fiabil, riscând ca modelul să atragă pe cei care doresc să eludeze regulile, sancțiunile sau obligațiile fiscale privind combaterea spălării banilor și a finanțării terorismului. Controlul preventiv asigură, de asemenea, condiții de concurență mai echitabile, chiar și pentru o putere de negociere asimetrică între participanți, previne eludarea regulilor privind impozitarea, spălarea banilor și a finanțarea terorismului și sancțiunile și asigură respectarea controlului metodelor de plată. În cele din urmă, societatea însăși nu ar trebui să fie obligată să efectueze singură verificări ale legalității transferurilor de acțiuni.

Amendment 1342

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 3

Text proposed by the CommissionAmendment
3. The transfer of shares shall be deemed to be valid through an agreement sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014, including through the European Business Wallets as 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. en

Amendment 1343

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 4

Text proposed by the CommissionAmendment
4. Where a party is unable to provide a qualified electronic seal or a qualified electronic signature referred to in sub-paragraph 1, the transfer may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.deleted

Or. ro

Amendment 1344

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 4

Text proposed by the CommissionAmendment
4. Where a party is unable to provide a qualified electronic seal or a qualified electronic signature referred to in sub-paragraph 1, the transfer may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.deleted

Or. en

Amendment 1345

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.deleted

Or. ro

Amendment 1346

Mario Mantovani

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States may, in accordance with national law and on grounds of overriding public interest – in particular those relating to the prevention of money laundering and terrorist financing, the safeguarding of legal certainty, the reliability of company registers and the protection of third parties – require that transfers of shares in an EU Inc. company be subject to verification, authentication or prior scrutiny of their legality by a qualified professional or a body entrusted by national law with equivalent supervisory functions. These requirements shall be applied in a proportionate, transparent and non-discriminatory manner and shall not unduly restrict the free movement of companies within the internal market.

Or. it

Amendment 1347

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose additional formalities on the parties to the transfer in order to achieve validity. The foregoing shall not prevent submission of the transfer for verification, by an administrative or judicial authority or by a notary public, of the identity, capacity, representation, actual ownership, and fulfilment of the requirements relating to the prevention of money laundering and the financing of terrorism, nor shall it prevent the requesting of public records for the purposes of verifying authenticity, access to the register or enforceability against the company or third parties, provided that this formality is objectively justified, proportionate and can be done completely online.

Or. es

Amendment 1348

Lukas Mandl

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid. Member States may require additional formalities where they are necessary and proportionate to address a specific and demonstrable risk to legal certainty, the protection of creditors or investors, or the prevention of fraud, including in connection with the admission of an EU Inc. to trading on a regulated market.

Or. en

Amendment 1349

Maravillas Abadía Jover

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid. This shall be without prejudice to preventive legality checks carried out by competent authorities in accordance with national law, where applicable.

Or. en

Amendment 1350

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid, but shall provide for the verification of the identity, the legal capacity and the compliance with anti money-laundering requirements.

Or. en

Amendment 1351

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid but shall provide for the verification of the identity, the legal capacity and the compliance with anti money-laundering requirements.

Or. en

Amendment 1352

René Repasi

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall provide for proportionate verification procedures concerning the verification of the identity, the legal capacity of the parties, their authority to transfer the shares and the compliance with anti-money laundering requirements.

Or. en

Amendment 1353

Mary Khan

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities for the transfer to be valid. This shall not affect the competence of Member States to require in accordance with their legal systems a notarial deed or equivalent legality checks.

Or. en

Justification

Excluding ab initio notaries from share transfers weakens an important safeguard against abuse and economic crime (e.g. money laundering). Notarial involvement provides legal certainty and reliable verification of ownership through an authentic instrument enjoying public faith, thereby reducing the risk of concealed ownership structures, fraudulent transfers, and disputes regarding the identity of shareholders.

Amendment 1354

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

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States may impose any additional formalities, in particular with a view to preventing any abuse or fraud, for the transfer to be legally valid.

Or. fr

Amendment 1355

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States shall not impose any additional formalities, other than the preventive control of Article 14.

Or. en

Amendment 1356

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

Proposal for a regulation

Article 59 – paragraph 5

Text proposed by the CommissionAmendment
5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.5. Member States may impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.

Or. en

Amendment 1357

Lukas Mandl

Proposal for a regulation

Article 59 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. Before a transfer of shares is registered in the digital register of shares and takes effect against third parties, the competent registration authority shall verify, by automated means and without undue delay, the identity of the transferee against the relevant Union and national sanctions lists and the beneficial ownership register.

Or. en

Amendment 1358

Lukas Mandl

Proposal for a regulation

Article 59 – paragraph 5 b (new)

Text proposed by the CommissionAmendment
5b. Where the automated verification does not raise any concerns, the transfer shall be registered immediately. Where the automated verification raises concerns, the competent registration authority may suspend registration for a period not exceeding five working days in order to carry out further checks. Member States shall ensure that the competent registration authority has access to the relevant Union databases, including the EU Sanctions Map and the interconnected beneficial ownership registers, for the purposes of this paragraph.

Or. en

Amendment 1359

Lukas Mandl

Proposal for a regulation

Article 59 – paragraph 5 c (new)

Text proposed by the CommissionAmendment
5c. Where the transfer of shares results in a change to the beneficial owner of the EU Inc. company within the meaning of Directive (EU) 2015/849, the competent registration authority shall, upon registration of the transfer, transmit the updated beneficial ownership information to the beneficial ownership register of the Member State of registration without delay and in any event within 24 hours of registration.

Or. en

Amendment 1360

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 6

Text proposed by the CommissionAmendment
6. The transfer of shares shall only become effective once it has been recorded in the digital register of shares. Both parties to the share transfer shall notify the share transfer to the EU Inc. company in writing through digital means and submit the signed agreement along with the information specified in Article 54(1).deleted

Or. ro

Amendment 1361

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 6

Text proposed by the CommissionAmendment
6. The transfer of shares shall only become effective once it has been recorded in the digital register of shares. Both parties to the share transfer shall notify the share transfer to the EU Inc. company in writing through digital means and submit the signed agreement along with the information specified in Article 54(1).6. The transfer of shares shall be recorded simultaneously, by electronic means, in the digital share register of the EU Inc. company. Such recording may be carried out by the person or authority exercising the preventive control referred to in Article 14. Where the person or authority exercising such preventive control is unable to make such recording, the transfer shall take effect only once it has been registered in the digital share register of the EU Inc. company by the parties involved in the transfer of shares, who shall notify the transfer in writing to the EU Inc. company by digital means and submit the signed agreement together with the information specified in Article 54(1).

Or. en

Amendment 1362

René Repasi

Proposal for a regulation

Article 59 – paragraph 6

Text proposed by the CommissionAmendment
6. The transfer of shares shall only become effective once it has been recorded in the digital register of shares. Both parties to the share transfer shall notify the share transfer to the EU Inc. company in writing through digital means and submit the signed agreement along with the information specified in Article 54(1).6. The transfer of ownership of the shares shall become effective only once it has been recorded in the digital register of shares. Both parties to the share transfer shall notify the share transfer to the EU Inc. company in writing through digital means and submit the signed agreement along with the information specified in Article 54(1).

Or. en

Amendment 1363

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 7

Text proposed by the CommissionAmendment
7. Upon receipt of a complete notification of a share transfer, the EU Inc. company shall review the documentation to verify the legal title of the transferor to transfer the share and compliance with the company’s articles of association.deleted

Or. ro

Amendment 1364

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 7

Text proposed by the CommissionAmendment
7. Upon receipt of a complete notification of a share transfer, the EU Inc. company shall review the documentation to verify the legal title of the transferor to transfer the share and compliance with the company’s articles of association.7. Upon receipt of a complete notification of a share transfer, the EU Inc. company shall review the documentation to verify the legal title of the transferor to transfer the share and compliance with the company’s articles of association. This obligation shall not apply where the person or authority exercising preventive control pursuant to Article 14 has recorded the transfer in the digital share register of the EU Inc. company in accordance with the preceding paragraph.

Or. en

Amendment 1365

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Article 59 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. Where a transfer of shares results in a change of beneficial ownership or otherwise gives rise to obligations under applicable Union AML/CFT legislation, the company shall ensure that the information necessary for compliance with those obligations has been obtained before registering the transfer in the digital register of shares.

Or. en

Amendment 1366

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 59 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. The EU Inc. may delegate the verification 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 1367

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 8

Text proposed by the CommissionAmendment
8. The EU Inc. company shall register the transfer in its digital register of shares or inform the parties to the agreement on the grounds for refusing the registration within three working days of receiving the complete notification under paragraph 4.deleted

Or. ro

Amendment 1368

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 8

Text proposed by the CommissionAmendment
8. The EU Inc. company shall register the transfer in its digital register of shares or inform the parties to the agreement on the grounds for refusing the registration within three working days of receiving the complete notification under paragraph 4.8. Where the recording has not been made by the person or authority exercising preventive control, the EU Inc. company shall register the transfer in its digital register of shares or inform the parties to the agreement on the grounds for refusing the registration within three working days of receiving the complete notification under paragraph 4.

Or. en

Amendment 1369

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 9

Text proposed by the CommissionAmendment
9. The EU Inc. company shall issue a digital share certificate to the new shareholder immediately upon registering the transfer in the digital register of shares.deleted

Or. ro

Amendment 1370

José Cepeda, Leire Pajín

Proposal for a regulation

Article 59 – paragraph 9

Text proposed by the CommissionAmendment
9. The EU Inc. company shall issue a digital share certificate to the new shareholder immediately upon registering the transfer in the digital register of shares.9. The EU Inc. company shall issue a digital share certificate to the new shareholder immediately upon registering the transfer in the digital register of shares. Such certificate may also be issued by the person or authority exercising preventive control pursuant to Article 14, provided that that person or authority has recorded the transfer in the digital share register.

Or. en

Amendment 1371

Daniel Buda

Proposal for a regulation

Article 59 – paragraph 10

Text proposed by the CommissionAmendment
10. Any rectification of the data recorded in a digital register of shares in cases of manifest errors, technical errors, fraud, or where the company fails to record a validly executed transfer shall be carried out in accordance with national law.deleted

Or. ro

Amendment 1372

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 59 – paragraph 10

Text proposed by the CommissionAmendment
10. Any rectification of the data recorded in a digital register of shares in cases of manifest errors, technical errors, fraud, or where the company fails to record a validly executed transfer shall be carried out in accordance with national law.10. Any rectification of the data recorded in a digital register of shares, including in cases of manifest errors, technical errors, fraud, or where the company fails to record a validly executed transfer shall be carried out in accordance with national law.

Or. en

Amendment 1373

Ton Diepeveen, Pascale Piera

Proposal for a regulation

Article 59 a (new)

Text proposed by the CommissionAmendment
Article 59a
Verification of beneficial ownership following transfers of control
1. Where a transfer of shares results in a change of control of an EU Inc., the company shall verify and update the beneficial ownership information without undue delay in accordance with applicable Union AML/CFT legislation.
2. Where the company becomes aware of discrepancies concerning beneficial ownership information, it shall take reasonable measures to resolve those discrepancies before completing the registration of the transfer where required by Union law.
3. This Article shall apply without prejudice to obligations arising under Regulation (EU) 2024/1624 and Directive (EU) 2024/1640.

Or. en

Amendment 1374

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 60

Text proposed by the CommissionAmendment
Article 60deleted
Access to public markets for shares
1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.

Or. en

Amendment 1375

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

Proposal for a regulation

Article 60 – title

Text proposed by the CommissionAmendment
Access to public markets for sharesProhibition of access to public markets for shares

Or. fr

Amendment 1376

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 60 – paragraph 1

Text proposed by the CommissionAmendment
1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.1. Member States shall ensure that the shares of an EU Inc. company are neither tradable on a multilateral trading facility, nor a regulated market.

Or. en

Amendment 1377

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

Proposal for a regulation

Article 60 – paragraph 1

Text proposed by the CommissionAmendment
1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.1. Member States shall prohibit an EU Inc. company from admission to trading of its shares on a multilateral trading facility or on a regulated market.

Or. fr

Amendment 1378

Daniel Buda

Proposal for a regulation

Article 60 – paragraph 1

Text proposed by the CommissionAmendment
1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, in accordance with the provisions of Union and national law applicable to capital markets. This regulation is without prejudice to these provisions.

Or. ro

Amendment 1379

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

Proposal for a regulation

Article 60 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. If an EU Inc. company nevertheless decides to offer its shares for sale on a regulated market, it shall first change its form to another form which authorises it to do so, in accordance with the national law of the Member State of registration.

Or. fr

Amendment 1380

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

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.deleted

Or. fr

Amendment 1381

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

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.deleted

Or. en

Amendment 1382

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.deleted

Or. en

Amendment 1383

Pascal Canfin

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.2. An EU Inc. company shall have the right to seek admission to trading of its shares on a regulated market in any Member State. By way of derogation from Article 4(1), for as long as the company’s shares are admitted to trading on a regulated market, it shall comply with the applicable requirements under Union and national laws which apply to the legal forms admitted to trading on a regulated market in the Member State in which it has its registered office. No Member State shall require an EU Inc. company to convert to a national legal form as a condition of seeking or maintaining admission to trading on a regulated market.
Member States shall not impose requirements on EU Inc. companies seeking admission to trading on a regulated market that exceed the applicable requirements imposed on comparable national company form seeking equivalent access to trading on the same regulated market.

Or. en

Justification

To cover the entire life-cycle of a company, Member States should not prohibit EU Inc. from trading its shares on a regulated market if it complies with applicable laws.

Amendment 1384

Mario Mantovani

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.2. An EU Inc. company may seek admission to trading of its shares on a regulated market. Member States shall not prohibit or impede such admission on the grounds of the company’s legal form, which shall remain subject to compliance with all applicable requirements under Union and national laws, including Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 909/2014 and Directives 2004/109/EC and 2007/36/EC.

Or. it

Justification

Making access to regulated markets subject to optional authorisation under national legislation would fragment ‘EU Inc.’ at its most critical juncture: listing eligibility would depend on the country of registration, distorting the choice of location and penalising precisely those scale-ups for which the proposal is intended. The amendment brings paragraph 2 into line with paragraph 1, removing the opt-in provision under national company law: every substantive safeguard remains fully governed by the capital markets acquis, which applies equally to all issuers

Amendment 1385

Angelika Niebler, Monika Hohlmeier

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.2. All EU Inc. companies may seek admission to trading of its shares on a regulated market subject to compliance with the applicable requirements under Union and national laws.

Or. en

Amendment 1386

Daniel Buda

Proposal for a regulation

Article 60 – paragraph 2

Text proposed by the CommissionAmendment
2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws.2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and in accordance with the provisions of Union law and domestic law applicable to capital markets. This regulation is without prejudice to these provisions.

Or. ro

Amendment 1387

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

Proposal for a regulation

Article 60 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. An EU Inc. seeking admission to trading on a regulated market shall, prior to such admission, convert into a public limited liability company under the national law of the Member State in which it has its registered office.

Or. en

Amendment 1388

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 61 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no nominal value and shall not represent a fraction of the company’s capital (non-par value shares).1. The shares of the EU Inc. company shall have a nominal value of 1 euro as a minimum. The nominal value shall represent the fractional value of the company’s capital. All shares in the company shall have the same nominal value.

Or. en

Amendment 1389

Daniel Buda

Proposal for a regulation

Article 61 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no nominal value and shall not represent a fraction of the company’s capital (non-par value shares).1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no explicit nominal value (non-par value shares).

Or. ro

Justification

Aceste modificări asigură operabilitatea societăților comerciale din UE Inc. Deși necesitatea de a crea o societate cu acțiuni fără valoare nominală este limitată, deoarece statutul permite în general o proiectare flexibilă, iar rezultatele dorite pot fi obținute prin acorduri între acționari, acorduri de vot sau alte instrumente, ar trebui să se asigure că toate societățile, chiar dacă au acțiuni fără valoare nominală, au o legătură între acțiuni și capitalul corespunzător pentru a preveni structurile opace de proprietate și control. Prin urmare, acțiunile fără valoare nominală care nu au o valoare nominală exprimată, dar sunt totuși legate de capital, găsesc un compromis, deoarece permit o flexibilitate suplimentară în proiectarea investițiilor, menținând în același timp transparența.

Amendment 1390

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 61 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no nominal value and shall not represent a fraction of the company’s capital (non-par value shares).1. Unless another nominal value is provided in the articles of association, the shares of the EU Inc. company shall have a minimal nominal value of 1 €. and represent a fraction of the company’s capital (non-par value shares).

Or. en

Amendment 1391

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 61 – paragraph 2

Text proposed by the CommissionAmendment
2. Where the articles of association provide for a nominal value of shares (par value shares), the nominal value shall represent the fractional value of the company’s capital. All shares in the company shall have the same nominal value.deleted

Or. en

Amendment 1392

Daniel Buda

Proposal for a regulation

Article 61 – paragraph 2

Text proposed by the CommissionAmendment
2. Where the articles of association provide for a nominal value of shares (par value shares), the nominal value shall represent the fractional value of the company’s capital. All shares in the company shall have the same nominal value.2. Where the articles of association provide for an explicit nominal value of shares (par value shares), the nominal value shall represent the corresponding value of the company’s capital.

Or. ro

Amendment 1393

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 61 – paragraph 3

Text proposed by the CommissionAmendment
3. An EU Inc. company shall not have both shares with and without a nominal value.deleted

Or. en

Amendment 1394

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 61 – paragraph 3

Text proposed by the CommissionAmendment
3. An EU Inc. company shall not have both shares with and without a nominal value.deleted

Or. en

Amendment 1395

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

Proposal for a regulation

Article 61 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Nothing in this Article shall affect the application of the national law of the Member State of registration concerning the legal consequences attached to shares with or without nominal value, provided that such rules are compatible with this Regulation.

Or. en

Amendment 1396

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 62 – paragraph 1

Text proposed by the CommissionAmendment
1. The company is not required to have a minimum amount of capital nor is it required to build up capital or legal reserves over time.1. The company is not required to have a minimum amount of capital. Nevertheless, Member States may require EU Inc. companies registered within their territory to deposit a legal reserve charged to profits, under the terms and up to the threshold provided for in the national law of that Member State for the equivalent legal forms.

Or. es

Amendment 1397

Daniel Buda

Proposal for a regulation

Article 62 – paragraph 1

Text proposed by the CommissionAmendment
1. The company is not required to have a minimum amount of capital nor is it required to build up capital or legal reserves over time.1. Member States cannot require a company to have a minimum amount of capital greater than 1 euro, but can require the company to build up capital or legal reserves over time.

Or. ro

Justification

Aceste modificări asigură operabilitatea și credibilitatea societăților comerciale cu răspundere limitată din UE. În cazul în care statele membre decid să desemneze societățile cu răspundere limitată ca entități juridice relevante în conformitate cu articolul 4 alineatul (3), aceste societăți fără capital nominal vor întâmpina dificultăți insurmontabile în a fi acceptate în practica comercială generală. Fără un capital minim, partenerii de afaceri vor insista asupra garanțiilor personale din partea participanților. Pentru a asigura flexibilitatea și a facilita procesul de constituire pentru fondatorii care nu dispun de resursele necesare, capitalul nominal obligatoriu poate fi minim - 1 EUR (sau echivalentul în statele membre cu o altă monedă). În același timp, pentru a atinge în mod continuu aceste obiective menționate anterior, este necesară o bază financiară sustenabilă pentru societate. Prin urmare, se propune să se permită statelor membre să stabilească un prag și să se impună obligația ca societatea să constituie continuu capital sau rezerve pentru a depăși acest prag.

Amendment 1398

Daniel Buda

Proposal for a regulation

Article 62 – paragraph 3

Text proposed by the CommissionAmendment
3. Where the company issues shares with a nominal value, the contribution to capital for each share shall be equal to its nominal value. The capital shall be fully subscribed.3. The contribution to capital for each share shall be equal to its nominal value or its accounting equivalent. The capital shall be fully subscribed.

Or. ro

Amendment 1399

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

Proposal for a regulation

Article 62 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. When a EU Inc. fulfils the conditions laid down in this Regulation for fast-track formation procedure, eligibility for that procedure shall not depend on the amount of company´s capital.

Or. en

Amendment 1400

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

Proposal for a regulation

Article 62 – paragraph 3 b (new)

Text proposed by the CommissionAmendment
3b. Nothing in this Article shall affect the application of the national law of the Member State of registration concerning the legal consequences attached to shares with or without nominal value, provided that such rules are compatible with this Regulation.

Or. en

Amendment 1401

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

Proposal for a regulation

Article 63 – paragraph 2

Text proposed by the CommissionAmendment
2. Any consideration or part of a consideration for shares that is not contributed to capital shall not be subject to the restriction under paragraph 1 and shall be freely distributable in accordance with Article 72, unless otherwise provided in the articles of associations or a decision to issue new shares.2. Any consideration or part of a consideration for shares that is not contributed to capital shall not be subject to the restriction under paragraph 1 and shall be freely distributable in accordance with Article 72, unless otherwise provided in the articles of associations or a decision to issue new shares or by applicable national law.

Or. en

Amendment 1402

Mario Mantovani

Proposal for a regulation

Article 64 – paragraph 2

Text proposed by the CommissionAmendment
2. The consideration for shares may take the form of any transfer of economic value, including cash payments and payments in kind in accordance with the requirements laid down in Article 65.2. The consideration for shares may take the form of any transfer of economic value, including cash payments and payments in kind in accordance with the requirements laid down in Article 65. Contributions in kind may consist of tangible and intangible assets of determinable economic value, including intellectual and industrial property rights such as trade marks, patents, designs and models, and copyright; artificial intelligence models, including trained parameters, architectures and training datasets, where legally transferable; geographical indications and designations of origin; software code, data, datasets and access rights, trade secrets and know-how, licences, sub-licences and rights to exploit third-party rights commercially, proprietary processes, authorisations, concessions and permits transferable under applicable law, businesses or business units, including the legal relationships pertaining thereto, assignable claims and contractual rights, and other elements of intellectual capital capable of economic valuation and legal transfer.

Or. it

Justification

The explicit recognition that intangible assets may be assigned removes a degree of uncertainty that, in national legal systems, relates in particular to trade secrets, know-how and other elements of intellectual capital, and which a residual reference to national law would replicate in 27 different forms. The dual requirement of a determinable economic value and legal transferability defines the scope of the provision, excluding elements that cannot be appropriated, in line with the prohibition on the contribution of works and services laid down in Article 65(1).

Amendment 1403

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 64 – paragraph 2

Text proposed by the CommissionAmendment
2. The consideration for shares may take the form of any transfer of economic value, including cash payments and payments in kind in accordance with the requirements laid down in Article 65.2. The consideration for shares may take the form of any transfer of economic value, including cash payments and payments in kind in accordance with the requirements laid down in Article 65. Where the work or services constitute a consideration not imputed to capital, they must be included in a written agreement specifying their nature, duration, fulfilment conditions and valuation method. They may not under any circumstances be used to replace wages or other compensation required by law or convention.

Or. es

Amendment 1404

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

Proposal for a regulation

Article 64 – paragraph 5

Text proposed by the CommissionAmendment
5. For any part of the consideration that is not a contribution to capital, the articles of association or the decision to issue new shares may provide that the consideration has to be provided within a specified time period or upon request by the company. In any case, the consideration shall be provided in full at the latest five years from the date of the issuance of the shares.5. For any part of the consideration that is not a contribution to capital, the articles of association or the decision to issue new shares may provide that the consideration has to be provided within a specified time period or upon request by the company. In any case, the consideration shall be provided in full at the latest five years from the date of the issuance of the shares unless a shorter period is required by the articles of association or by the applicable national law.

Or. en

Amendment 1405

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

Proposal for a regulation

Article 65 – paragraph 3

Text proposed by the CommissionAmendment
3. A report by one or more independent experts appointed or approved by an administrative or judicial authority shall be drawn up before the issuance of shares against a consideration in kind.deleted

Or. en

Amendment 1406

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

Proposal for a regulation

Article 65 – paragraph 3

Text proposed by the CommissionAmendment
3. A report by one or more independent experts appointed or approved by an administrative or judicial authority shall be drawn up before the issuance of shares against a consideration in kind.3. A report by one or more independent experts appointed or approved by an administrative or judicial authority may be drawn up before the issuance of shares against a consideration in kind, in accordance with national law.

Or. fr

Amendment 1407

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

Proposal for a regulation

Article 65 – paragraph 4

Text proposed by the CommissionAmendment
4. The experts' report referred to in paragraph 3 shall contain at least a description of each of the assets comprising the consideration as well as of the methods of valuation used and shall state whether the values determined by the application of those methods correspond at least to the value specified in accordance with paragraph 2. The report shall be filed and made publicly available in the business register.4. The report shall be drawn up before the issuance of shares against a consideration of kind and shall contain at least a description of each of the assets comprising the consideration as well as of the methods of valuation used and shall state whether the values determined by the application of those methods correspond at least to the value specified in accordance with paragraph 2. The report shall be filed and made publicly available in the business register.

Or. en

Amendment 1408

Mario Mantovani

Proposal for a regulation

Article 65 – paragraph 4 a (new)

Text proposed by the CommissionAmendment
4a. The directors may decide not to apply paragraph 3 where:
(a) the in-kind consideration has already been valued by an independent expert in accordance with recognised valuation methods within the six months prior to its actual contribution;
(b) the value of the consideration is shown, for each asset, in the statutory accounts for the previous financial year, which have been subject to a statutory audit;
(c) the consideration consists of securities or money market instruments valued at the weighted average trading price on one or more regulated markets over the preceding three months. In such cases, the directors shall file a statement with the Companies Register, prior to the issue of the shares, providing a description of the consideration, its value, the basis for its valuation and a confirmation that there are no new material circumstances; where new circumstances arise that have a significant impact on the value, paragraph 3 shall apply.

Or. it

Justification

A general obligation to have an assessment carried out by an expert appointed or approved by an authority, without the exemptions already permitted for public limited companies under Articles 49 and 50 of Directive (EU) 2017/ 1132, would make the contribution of assets – and in particular intangible assets – more costly in an EU Inc. than in national forms of company, contrary to the objective of reducing costs and causing specific harm to SMEs. The new paragraph 4a sets out the exemptions laid down in the Directive, with the same safeguards.

Amendment 1409

Mario Mantovani

Proposal for a regulation

Article 65 – paragraph 4 b (new)

Text proposed by the CommissionAmendment
4b. The articles of association or a unanimous resolution of the shareholders may exclude the application of paragraph 3 even in respect of in-kind considerations to be treated as capital other than those referred to in paragraph 4a. In such a case, the contributing shareholder and the directors who took part in the decision shall be jointly and severally liable to the company, in accordance with paragraph 6, for any difference between the declared value and the fair value as at the date of subscription. The decision shall be filed and made publicly available in the Companies Register.

Or. it

Justification

An obligation to have an assessment carried out by an expert appointed or approved by an authority, without the exemptions under Articles 49 and 50 of Directive (EU) 2017/ 1132, would make the contribution of assets – and in particular intangible assets – more costly in an EU Inc. than in national forms of company, contrary to the objective of reducing costs and causing specific harm to SMEs. Paragraph 4b, modelled on legal systems that permit liability to be substituted for an expert valuation, makes the exemption conditional upon the unanimous consent of the shareholders and on joint and several liability for any overvaluation.

Amendment 1410

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 65 – paragraph 5

Text proposed by the CommissionAmendment
5. The articles of association or a decision of the general meeting adopted with the same majority as required for amendments to the articles of association may waive the requirement for the experts’ report referred to in paragraph 3 for in-kind considerations or parts thereof that are not to be contributed to capital. A decision to waive the experts’ report shall be filed and made publicly available in the business register.5. The requirement for the experts’ report referred to in paragraph 3 for in-kind considerations or parts thereof that are not to be contributed to capital may only be waived with the explicit and unanimous consent of all shareholders for the specific transaction in question. No general exemption may be laid down in the articles of association. A decision to waive the experts’ report shall be filed and made publicly available in the business register.

Or. es

Amendment 1411

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

Proposal for a regulation

Article 65 – paragraph 5

Text proposed by the CommissionAmendment
5. The articles of association or a decision of the general meeting adopted with the same majority as required for amendments to the articles of association may waive the requirement for the experts’ report referred to in paragraph 3 for in-kind considerations or parts thereof that are not to be contributed to capital. A decision to waive the experts’ report shall be filed and made publicly available in the business register.5. The articles of association or a decision of the general meeting adopted with the same majority as required for amendments to the articles of association may waive the requirement for the report for in-kind considerations or parts thereof that are not to be contributed to capital. A decision to waive the experts’ report shall be filed and made publicly available in the business register.

Or. en

Amendment 1412

Mario Mantovani

Proposal for a regulation

Article 65 – paragraph 6 a (new)

Text proposed by the CommissionAmendment
6a. A shareholder who contributes intellectual or industrial property rights subject to registration shall take all necessary steps without delay to ensure that the transfer in favour of the company is recorded in the relevant registers, including those of the European Union. Until such time as the transfer is recorded, the directors shall give an account of this in the declaration referred to in paragraph 4a or in the report referred to in paragraph 3. With regard to the trade secrets and know-how contributed, the company shall implement reasonable protective measures in accordance with Directive (EU) 2016/943, and the contributor shall be bound by the confidentiality and non-competition obligations necessary to preserve their value, as provided for in the articles of association or the resolution authorising the issue.

Or. it

Justification

The value of an intangible asset depends on the actual ownership and the protection afforded to it: the amendment ensures that the transfer is recorded in the industrial property registers, with transparency towards shareholders and third parties, and, for assets that cannot be registered – such as trade secrets and know-how – that the protective measures laid down in Directive (EU) 2016/943 are implemented, along with the obligations on the transferor necessary to prevent their disclosure, in order to protect the company, its shareholders and its creditors.

Amendment 1413

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 1

Text proposed by the CommissionAmendment
1. The general meeting shall decide on the issuance of new shares.1. The general meeting shall decide on the issuance of new shares through share capital increases, as provided in Article 70 and in accordance with the rules laid down in Articles 49 and 50.

Or. ro

Justification

Any change in authorised capital constitutes an amendment to the articles of association. Authorised capital is an essential part of any company, so it can only be altered in accordance with the same requirements that apply to other amendments to the articles of association. This requires an amendment to paragraph 1, while paragraph 9 becomes redundant.

Amendment 1414

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 67 – paragraph 2

Text proposed by the CommissionAmendment
2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.
By way of derogation from the first subparagraph, where an EU Inc. company has only one class of shares, the articles of association may authorise the board of directors to decide on the issuance of shares of that class without specifying a maximum number of shares. Such authorisation shall not, unless expressly provided for in the articles of association or approved by the general meeting, empower the board of directors to restrict or exclude pre-emption rights.

Or. en

Amendment 1415

Mario Mantovani

Proposal for a regulation

Article 67 – paragraph 2

Text proposed by the CommissionAmendment
2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. Notwithstanding the first paragraph, where an EU Inc. company has only one class of shares, the articles of association may authorise the board of directors to decide to issue shares of that class without specifying a maximum number of shares. Such authorisation shall not empower the board of directors to restrict or exclude option rights, unless this is expressly provided for in the articles of association or approved by the general meeting.

Or. it

Justification

An early-stage company raising funds from business angels, securing an equity commitment from an adviser or completing a bridge round cannot wait for a general meeting every time it reaches a pre-authorised share cap – and in a company with a single class of shares, the fear of dilution of rights arising from share caps does not arise, as each new share carries exactly the same rights as the existing ones and cannot create class-based privileges. Start-ups gain speed of execution, while shareholders retain significant protection.

Amendment 1416

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 2

Text proposed by the CommissionAmendment
2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares as provided with Article 14. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.

Or. ro

Amendment 1417

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 4

Text proposed by the CommissionAmendment
4. Subscriptions for new shares may be concluded fully online. Member States shall not impose any requirements or conditions restricting the ability to conclude subscriptions for new shares fully online, including requirements for subscribers of shares to apply for a tax identification number in person.4. Subscriptions for new shares may be concluded online. Member States shall not impose any requirements or conditions restricting the ability to conclude subscriptions for new shares online, including requirements for subscribers of shares to apply for a tax identification number in person.

Or. ro

Amendment 1418

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 5

Text proposed by the CommissionAmendment
5. A subscription shall be deemed to be valid through an agreement between the company and the subscriber sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014.5. A subscription shall be deemed to be valid through an agreement between the company and the subscriber sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014. Member States may make provision for additional public checks on identity, legal capacity and legality.

Or. ro

Justification

Emiterea de noi acțiuni este un proces sensibil care necesită securitate juridică, creând necesitatea ca statele membre să fie autorizate să prevadă controale complementare în conformitate cu Directiva (UE) 2025/25. Emiterea și subscrierea de noi acțiuni prin intermediul semnăturilor electronice calificate prezintă riscuri semnificative, deoarece verificările de siguranță nu asigură o identificare lipsită de ambiguitate, deoarece se compară doar puncte de date corespondente. Sub rezerva autocontrolului corporativ al emiterii de noi acțiuni este vulnerabilă la greșeli sau abuzuri, în special în ceea ce privește combaterea spălării banilor și evaziunea fiscală. Chiar și fără intenții răuvoitoare, costurile tranzacțiilor vor crește în absența controalelor preventive publice. Companiile diligente vor trebui să recurgă la verificări preventive private. Acest lucru produce costuri crescute sau, în absența acestora, riscă litigii cu sarcini suplimentare. În absența controalelor preventive publice, declarațiile către registrul comerțului nu pot primi nicio valoare probatorie. Activarea controlului preventiv consolidează reputația companiilor din UE, deoarece terții diligenți vor fi conștienți dacă o anumită valoare nominală a capitalului a fost supusă unui control extern. Inovația și finanțarea sunt consolidate prin menținerea controlului preventiv public. Prin urmare, statele membre pot prevedea garanții suplimentare

Amendment 1419

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 6 – subparagraph 1

Text proposed by the CommissionAmendment
Where the subscriber is unable to provide a qualified electronic seal or a qualified electronic signature referred to in subparagraph 1, the agreement may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.deleted

Or. ro

Amendment 1420

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 67 – paragraph 6 – subparagraph 2

Text proposed by the CommissionAmendment
Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the subscription to be legally valid.Member States shall not impose additional formalities for the subscription to be valid. The foregoing shall not prevent submission of the subscription for verification, by an administrative or judicial authority or by a notary public, of the identity, capacity, representation, actual ownership, the genuineness of the consideration, and fulfilment of the requirements relating to the prevention of money laundering and the financing of terrorism, nor shall it prevent the requesting of public records for the purposes of verifying authenticity, access to the register or enforceability, provided that this formality is objectively justified, proportionate and can be done completely online.

Or. es

Amendment 1421

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

Proposal for a regulation

Article 67 – paragraph 6 – subparagraph 2

Text proposed by the CommissionAmendment
Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the subscription to be legally valid.Member States shall not impose any additional formalities unless such requirements are expressly provided for under Union law or are justified by overriding reasons of public interest, including a requirement for a notarial deed, for the subscription to be legally valid.

Or. en

Amendment 1422

Mary Khan

Proposal for a regulation

Article 67 – paragraph 6 – subparagraph 2

Text proposed by the CommissionAmendment
Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the subscription to be legally valid.Member States shall not impose any additional formalities for the subscription to be legally valid. This shall not affect the competence of Member States to require in accordance with their legal systems a notarial deed or equivalent legality checks.

Or. en

Amendment 1423

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 67 – paragraph 7

Text proposed by the CommissionAmendment
7. A subscription for new shares shall indicate the subscriber, the share issue decision on which the subscription is based, the shares that are being subscribed for, any consideration to be paid and if any part of the consideration is to be contributed to capital.7. A subscription for new shares shall indicate the subscriber, the share issue decision on which the subscription is based, the shares that are being subscribed for, any consideration to be paid and if any part of the consideration is to be contributed to capital. Member States shall provide for the verification of the identity, the legal capacity and the compliance with anti-money laundering requirements.

Or. en

Amendment 1424

Mario Mantovani

Proposal for a regulation

Article 67 – paragraph 8

Text proposed by the CommissionAmendment
8. The board of directors shall register newly subscribed shares without undue delay once any consideration immediately due upon subscription has been fully paid and all terms of subscription have been met.8. The board of directors shall register newly subscribed shares within 14 days once any consideration immediately due upon subscription has been fully paid and all terms of subscription have been met.

Or. it

Justification

Fixed and uniform periods ensure that share registration and closing mechanisms operate in the same way throughout the Union. The 14workingday period reflects the company’s operational reality regarding payment verification following a multi-investor closing.

Amendment 1425

Daniel Buda

Proposal for a regulation

Article 67 – paragraph 9

Text proposed by the CommissionAmendment
9. The board of directors shall update the number of shares and, where a contribution to capital is made, the amount of capital indicated in the articles of association in accordance with Article 27.deleted

Or. ro

Amendment 1426

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

Proposal for a regulation

Article 67 – paragraph 9 a (new)

Text proposed by the CommissionAmendment
9a. The issuance of new shares shall not disproportionately prejudice the rights of existing shareholders, including minority shareholders, and shall respect the principle of equal treatment of shareholders holding shares of the same class.

Or. en

Amendment 1427

Mario Mantovani

Proposal for a regulation

Article 68 – paragraph 4

Text proposed by the CommissionAmendment
4. The board of directors shall decide on the issuance of new shares for the purpose of satisfying claims arising from instruments entitling to new shares. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the issuance of those shares. An exchange of claims for new shares by means of a convertible instrument shall be deemed a consideration in cash. Where the company’s shares have a nominal value, any difference between the nominal share value and a lower issue price of a convertible instrument may be covered by funds that are determined by the board of directors to be available for distribution in accordance with Article 72.4. The board of directors shall decide on the issuance of new shares for the purpose of satisfying claims arising from instruments, such as stock option schemes for EU employees, entitling to new shares. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the issuance of those shares. The conversion of a claim arising from a convertible instrument into new shares shall not constitute an in-kind consideration and shall not require the report referred to in Article 65(3).

Or. it

Justification

The legislation protects share options and convertible instruments (SAFEs, loans). The amendment clarifies that the board may issue shares for EU-ESO options without a general meeting, thereby making employee share schemes credible. The amendment stipulates that the conversion of receivables does not constitute a contribution in kind and nor does it require an expert valuation pursuant to Article 65. This avoids costs, delays and national blockages, while ensuring flexible financing and safeguards for creditors.

Amendment 1428

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 68 – paragraph 4

Text proposed by the CommissionAmendment
4. The board of directors shall decide on the issuance of new shares for the purpose of satisfying claims arising from instruments entitling to new shares. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the issuance of those shares. An exchange of claims for new shares by means of a convertible instrument shall be deemed a consideration in cash. Where the company’s shares have a nominal value, any difference between the nominal share value and a lower issue price of a convertible instrument may be covered by funds that are determined by the board of directors to be available for distribution in accordance with Article 72.4. The board of directors shall decide on the issuance of new shares for the purpose of satisfying claims arising from instruments entitling to new shares. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the issuance of those shares. An exchange of claims for new shares by means of a convertible instrument shall be deemed a consideration in cash. Where the company’s shares have a nominal value, any difference between the nominal share value and a lower issue price of a convertible instrument may be covered by funds that are determined by the board of directors to be available for that purpose. Such determination shall not constitute a distribution within the meaning of Article 72.

Or. en

Justification

Convertible instruments are financing instruments that strengthen the company's liquidity and are widely used by start-ups and scale-ups. Treating their issuance by reference to the rules on shareholder distributions may create unintended legal and accounting consequences, particularly in Member States where convertible loans are recognised as liabilities until conversion. The amendment clarifies that creditor protection remains fully preserved while avoiding unnecessary obstacles to venture financing.

Amendment 1429

Mario Mantovani

Proposal for a regulation

Article 68 a (new)

Text proposed by the CommissionAmendment
Article 68a
Investment templates
1. The Commission shall, by means of implementing acts adopted within 18 months of the date on which this Regulation enters into force, establish standardised investment templates for EU Inc. companies (‘EU investment templates’), comprising at least:
(a) a simple, standardised agreement on future capital, valid throughout the Union;
(b) a standardised template shareholders’ agreement compatible with the corporate structure of EU Inc. companies;
2. The EU investment models shall be made available free of charge in all the official languages of the Union via the EU Inc. central interface referred to in Article 15. The use of EU investment templates shall be optional.

Or. it

Amendment 1430

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

Proposal for a regulation

Article 69 – paragraph 3

Text proposed by the CommissionAmendment
3. When deciding on an issuance of new shares or of instruments entitling to new shares as referred to in Article 68, the general meeting or the board of directors where it is authorised in accordance with Articles 67(2) or 68(2) may modify or exclude the pre-emptive rights for that issuance.3. When deciding on an issuance of new shares or of instruments entitling to new shares as referred to in Article 68, the general meeting or the board of directors where it is authorised in accordance with Articles 67(2) or 68(2) may modify or exclude the pre-emptive rights for that issuance only where this is objectively justified, proportionate and in the interests of the company. The decision shall contain a statement of reasons.

Or. en

Amendment 1431

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

Proposal for a regulation

Article 69 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Shareholders shall have access to sufficient information enabling them to assess the effects of the proposed issuance on their rights before deciding whether to exercise their pre-emption rights.

Or. en

Amendment 1432

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

Proposal for a regulation

Article 70 – paragraph 2

Text proposed by the CommissionAmendment
2. The capital shall be considered to have been increased once the increase has been made publicly available in the business register.deleted

Or. en

Amendment 1433

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

Proposal for a regulation

Article 70 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. The capital shall be considered to have been increased upon its registration and public disclosure in the business register in accordance with Article 27.

Or. en

Amendment 1434

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

Proposal for a regulation

Article 70 – paragraph 2 b (new)

Text proposed by the CommissionAmendment
2b. The capital increase shall be without prejudice to the rights of creditors and minority shareholders provided for under this Regulation and the applicable national law.

Or. en

Amendment 1435

Mario Mantovani

Proposal for a regulation

Article 71 a (new)

Text proposed by the CommissionAmendment
Article 71a
Issuance of debt securities
1. EU Inc. companies may issue bonds and other debt securities, including in electronic form, provided that this is permitted by their articles of association. The decision to issue such securities rests with the directors, unless the articles of association reserve this power for the general meeting.
2. Debt securities issued by an EU Inc. company that are not offered to the public in accordance with Regulation (EU) 2017/1129 may only be subscribed to by professional investors or by other persons identified by the applicable national law, which ensures that they are protected in the event of subsequent circulation.
3. Member States shall not prohibit, or make subject to further authorisation, on the grounds of legal form, the issue of debt securities by an EU Inc. company within the meaning of this Article.
4. The digital register referred to in Article 54 shall set out, in a specific section, the debt securities issued and in circulation.

Or. it

Justification

The amendment confirms the ability of EU Inc. companies to issue debt securities – a typical source of funding for established companies – including in the form of small-denomination bonds intended for professional investors. The amendment harmonises this ability and the prohibition of discrimination based on legal form, drawing on the most tried-and-tested national legislation to restrict subscription to professional investors as a safeguard for savers, while leaving Regulation (EU) 2017/1129 on market regulation entirely unaffected.

Amendment 1436

Mario Mantovani

Proposal for a regulation

Article 71 b (new)

Text proposed by the CommissionAmendment
Article 71b
Shareholder funding
1. Shareholders may provide loans to EU Inc. companies, whether interest-bearing or non-interest-bearing, at any time, without this constituting a capital increase or requiring any amendments to the articles of association.
2. Shareholder funding shall be recorded in the company’s accounts, and the total amount shall be shown in the financial statements published in accordance with this regulation.
3. The above shall apply without prejudice to the applicable national law regarding the treatment of shareholder loans in insolvency and restructuring proceedings, including any deferral of repayment.

Or. it

Justification

Shareholder funding is the most common source of finance for micro-enterprises and family businesses, but its treatment varies considerably from one legal system to another, creating uncertainty for shareholders and creditors in a corporate structure that is, by its very nature, intended to be uniform. The amendment recognises, in a harmonised manner, the admissibility and operational simplicity of this mechanism – no formalities under the articles of association, no governance complications – and ensures accounting transparency of that mechanism to protect creditors.

Amendment 1437

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 72 – paragraph 3 – introductory part

Text proposed by the CommissionAmendment
3. The decision on a distribution shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the distribution,3. The decision on a distribution shall only take effect if the board of directors certifies in a statement signed by a director or directors authorised to represent the company pursuant to Article 43 that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the distribution,

Or. en

Justification

Otherwise it could be understood that all directors need to sign distributions including convertible notes, which would be too burdensome.

Amendment 1438

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 72 – paragraph 3 – point a

Text proposed by the CommissionAmendment
(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test); for the purposes of this test, liabilities shall explicitly include all outstanding obligations to employees, including unpaid wages, accrued leave, severance pay, and social security and pension contributions;

Or. en

Amendment 1439

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 72 – paragraph 3 – point a

Text proposed by the CommissionAmendment
(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), whereby liabilities shall explicitly include all outstanding obligations to employees including unpaid wages, accrued leave, severance pay, and social security and pension contributions, and

Or. en

Amendment 1440

Lukas Mandl

Proposal for a regulation

Article 72 – paragraph 3 – point a

Text proposed by the CommissionAmendment
(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital plus those reserves which may not be distributed (balance sheet test), and

Or. en

Amendment 1441

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

Proposal for a regulation

Article 72 – paragraph 3 – subparagraph 2 (new)

Text proposed by the CommissionAmendment
The board of directors shall record in writing the assessment demonstrating compliance with the balance sheet test and the solvency test prior to any distribution. Such record shall be retained by the company for a period of at least five years and shall be made available to the competent judicial or administrative authority upon request.

Or. en

Justification

Measure to increase creditor protection

Amendment 1442

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 72 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Member States may require the declaration provided for in the first paragraph to be accompanied by verification by a statutory auditor within the meaning of Directive 2006/43/EC or by a qualified independent expert under national law, using the same assumptions that such verification requires for the equivalent national legal forms.

Or. es

Amendment 1443

Lukas Mandl

Proposal for a regulation

Article 72 – paragraph 4

Text proposed by the CommissionAmendment
4. Where the company carries out a distribution in violation of paragraphs 1, 2 or 3 or where the directors signing the statement referred to in paragraph 2 knew or, in view of the circumstances, should have known at the time of the statement that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, they shall be jointly and severally liable to the company for all damages resulting from the distribution.4. Where the company carries out a distribution in violation of paragraphs 1, 2 or 3 or where the directors signing the statement referred to in paragraph 2 knew or, in view of the circumstances, should have known at the time of the statement that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital, plus those reserves which may not be distributed, or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the directors shall be jointly and severally liable to the company for all damages resulting from the distribution.

Or. en

Amendment 1444

Lukas Mandl

Proposal for a regulation

Article 72 – paragraph 5

Text proposed by the CommissionAmendment
5. Where a shareholder has received a distribution carried out in violation of paragraphs 1, 2 or 3 or where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount oft assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.5. Where a shareholder has received a distribution carried out in violation of paragraphs 1, 2 or 3, the amount of the distribution shall be returned to the company. Where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.

Or. en

Amendment 1445

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 72 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. No distribution shall be authorized or carried out where the EU Inc. company has outstanding liabilities related to statutory or collectively bargained wages, social security contributions, or pension entitlements that have fallen due and remain unsatisfied.

Or. en

Amendment 1446

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 72 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. No distribution shall be authorised or carried out where the EU Inc. has outstanding liabilities related to statutory or collectively bargained wages, social security contributions, or pension entitlements that have fallen due and remain unsatisfied.

Or. en

Amendment 1447

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

Proposal for a regulation

Article 72 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. Nothing in this Article shall prejudice mandatory creditor protection mechanisms provided for under the applicable national law.

Or. en

Amendment 1448

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 72 – paragraph 5 b (new)

Text proposed by the CommissionAmendment
5b. Before the general meeting or the board of directors takes a decision on a distribution, the board of directors shall provide recognized employee representatives and trade unions with the certification statement referred to in paragraph 3. Where a distribution is likely to have a material impact on the company’s investment capacity or long-term financial stability, the board shall consult with employee representatives in accordance with Directive 2002/14/EC.”

Or. en

Amendment 1449

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 72 – paragraph 5 b (new)

Text proposed by the CommissionAmendment
5b. Before the general meeting or the board of directors takes a decision on the distribution, the latter shall provide workers’ representatives and trade unions with the certification statement referred to in paragraph 3. Where a distribution is likely to have a material impact on the company’s investment capacity or long-term financial stability, the board shall consult with workers’ representatives in accordance with Directive 2002/14/EC.

Or. en

Amendment 1450

René Repasi

Proposal for a regulation

Article 72 a (new)

Text proposed by the CommissionAmendment
Article 72a
Cash Pool
1. A cash pool within a group of EU Inc. companies must be based on an agreement between all the group companies involved. The board of directors of an EU Inc. subsidiary company must decide on its participation in a cash pool agreement without any instruction from the EU Inc. parent company.
2. The agreement must, in particular, assign primary responsibility for ensuring the liquidity of all participating companies in an amount equal to their liquidity outflows to the EU Inc. parent company. The EU Inc. subsidiary companies must be granted the right to take the necessary measures to protect their company should liquidity be at risk anywhere within the group. The EU Inc. parent company must notify all subsidiaries of such a risk without delay.
3. The Commission shall adopt a delegated act in accordance with Article 106b setting out a template for the cash pooling agreement referred to in paragraph 1.

Or. en

Amendment 1451

Mario Mantovani

Proposal for a regulation

Article 74 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. For the purposes of this Regulation, ‘acceptance of own shares as security’ means the acquisition by an EU Inc. company, whether expressly stated or not, of a pledge, charge or other security interest over its own shares. As long as the company holds its own shares as security, the rights attached to those shares shall be suspended. Where the company’s shares are admitted to trading on a multilateral trading facility or a regulated market, the company may accept its own shares as security only in respect of amounts due in relation to those shares that have not been fully paid up.

Or. it

Justification

The amendment regulates security interests on one’s own shares (such as sales on an instalment basis), adopting a more effective model: freedom for unlisted companies and a ban for listed companies (except for shares not fully paid up). To protect creditors, it prohibits the exercise of voting rights in respect of such shares and makes the transaction conditional upon the availability of distributable funds. The amendment ensures consistency across the EU in compliance with the limits on financial assistance laid down in Directive (EU) 2017/1132, thereby preventing 27 different national interpretations.

Amendment 1452

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

Proposal for a regulation

Article 74 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. The acquisition of own shares shall not result in unequal treatment of shareholders holding shares of the same class.

Or. en

Amendment 1453

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

Proposal for a regulation

Article 75 – paragraph 5

Text proposed by the CommissionAmendment
5. Where the company’s shares have a nominal value, the amount of the company's capital shall be reduced accordingly by the nominal amount of the shares cancelled. Upon cancellation of own shares, the company shall transfer an amount in the aggregate nominal value of the cancelled shares to a reserve, which shall be treated as if it were part of the company’s capital.5. Where the company’s shares have a nominal value, the amount of the company's capital shall be reduced accordingly by the nominal amount of the shares cancelled. Upon cancellation of own shares, the company shall transfer an amount in the aggregate nominal value of the cancelled shares to a reserve, which shall be treated as if it were part of the company’s capital unless otherwise provided by the applicable national law.

Or. en

Amendment 1454

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

Proposal for a regulation

Article 75 – paragraph 6 a (new)

Text proposed by the CommissionAmendment
6a. Member States may provide for alternative mechanisms ensuring creditor protection following the cancellation of own shares, provided that they afford an equivalent level of protection.

Or. en

Amendment 1455

Axel Voss, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler

Proposal for a regulation

Article 76 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may issue new shares that can be redeemed against the company (redeemable shares). The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.1. The company may issue new shares that can be redeemed against the company (redeemable shares), if permitted by the articles of association. The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.

Or. en

Amendment 1456

Mario Mantovani

Proposal for a regulation

Article 76 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may issue new shares that can be redeemed against the company (redeemable shares). The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.1. The company may issue new shares that can be redeemed against the company (redeemable shares) where provided for in the articles of association. The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.

Or. it

Justification

Redeemable shares shall generate future cash-out rights against the company; whether such rights exist shall be a fundamental choice that rests collectively with the shareholders and shall not be a decision to be taken on a round-by-round basis. Requiring a basis in the articles of association means that any investor reading the articles will know whether redemption provisions may feature in the capital structure – a further element that due diligence can verify from the register rather than requiring a request.

Amendment 1457

René Repasi

Proposal for a regulation

Article 76 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. The redemption price for economic shares shall be paid only out of funds which the board of directors determines to be available for distribution in accordance with Article 72(3). Where the board of directors determines that no such funds are available, payment of the redemption price shall be deferred until the board of directors determines that such funds are available, unless the articles of association provide for cancellation, subordination or another limitation of the unpaid amount.

Or. en

Amendment 1458

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

Proposal for a regulation

Article 76 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. The conditions governing redemption shall ensure equal treatment of shareholders belonging to the same class of shares.

Or. en

Amendment 1459

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

Proposal for a regulation

Article 77 – paragraph 3 – subparagraph 2

Text proposed by the CommissionAmendment
The statement of the board of directors on the balance sheet and solvency test shall be accompanied by a report of an independent expert appointed or approved by an administrative or judicial authority, stating that the expert has inquired into the company’s state of affairs and is not aware of anything to indicate that the statement is unreasonable.The statement of the board of directors on the balance sheet and solvency test shall be accompanied by a report of an independent expert, where required by the applicable national law, appointed or approved by an administrative or judicial authority, stating that the expert has inquired into the company’s state of affairs and is not aware of anything to indicate that the statement is unreasonable.

Or. en

Amendment 1460

Mario Mantovani

Proposal for a regulation

Article 77 – paragraph 3 – subparagraph 3

Text proposed by the CommissionAmendment
Sub-paragraphs 1 and 2 shall not apply where the capital is reduced for the sole purpose of covering losses that cannot be covered from other equity or for the purpose of increasing the capital at the same time at least by the amount of the reduction. The articles of association may authorise the board of directors or another company body to decide on a capital reduction for these purposes.Sub-paragraph 2 shall not apply where the capital is reduced for the sole purpose of covering losses that cannot be covered from other reserves or for the purpose of increasing the capital at the same time at least by the amount of the reduction. The articles of association may authorise the board of directors or another company body to decide on a capital reduction for these purposes. The exemption referred to in the third subparagraph shall apply only if the statement by the board of directors referred to in the first subparagraph is filed with the companies register in accordance with Article 34(2)(c) within fifteen (15) days of the adoption of the decision. A director who signs such a statement without having reasonable grounds for the views expressed therein shall be subject to effective, proportionate and dissuasive penalties in accordance with the law of the Member State of registration.

Or. it

Justification

A write-down to cover losses does not affect anything outside the company – no cash leaves the company, and no creditor is worse off; this is a financial adjustment to clear out negative equity, which every loss-making start-up that has raised and spent capital eventually needs to carry out, often as a precondition for the next round of funding. Ordering a court-appointed expert assessment of this accounting event adds weeks and costs thousands of euros without any benefit for creditors.

Amendment 1461

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

Proposal for a regulation

Article 77 – paragraph 6 a (new)

Text proposed by the CommissionAmendment
6a. The procedures governing capital reduction shall respect the legitimate interests of creditors and minority shareholders in accordance with this Regulation and the applicable national law.

Or. en

Amendment 1462

Mario Mantovani

Proposal for a regulation

Article 77 a (new)

Text proposed by the CommissionAmendment
Article 77a
Pledge or other encumbrances on shares
1. Pledges, usufruct and other encumbrances on shares in an EU Inc. company shall be established by entry in the digital register of shares referred to in Article 54, made using digital means at the joint request of the shareholder and the beneficiary. Registration shall have constitutive effect and renders the entry enforceable against third parties, in accordance with the chronological order shown in the register.
2. The digital share certificate referred to in Article 54(3) and (4) shall certify the registered encumbrances and may also be issued to the beneficiary of the encumbrance.
3. The exercise of company rights while the restriction is in force, the enforcement of such rights and any other matter not covered by this Article shall be governed by the applicable law in accordance with Article 4 and, where compatible, by the articles of association.

Or. it

Justification

The Commission’s proposal refers to encumbrances on shares merely as an informative note in the digital register, without regulating their establishment, which is thus left to 27 systems that differ in terms of format, timing and costs. The amendment harmonises only the formalities relating to creation and public disclosure, leaving enforcement and substantive effects to national law, thereby reducing fragmentation. For traditional businesses and SMEs, the option to pledge shares significantly reduces the costs and time involved in obtaining credit.

Amendment 1463

Mario Mantovani

Proposal for a regulation

Article 77 b (new)

Text proposed by the CommissionAmendment
Article 77b
Crowdfunding
1. Shares and debt securities issued by EU Inc. companies may be offered through crowdfunding service providers authorised under Regulation (EU) 2020/1503, subject to the limits and conditions set out therein. Member States shall not restrict this possibility on the grounds of legal form.
2. For the purposes of paragraph 1, shares in EU Inc. companies shall be regarded as eligible instruments for the purposes of crowdfunding, taking into account the harmonised transfer regime laid down in this Regulation.

Or. it

Justification

The amendment ensures that traditional businesses and SMEs have equal access to a funding channel, based on both loans and equity, that is particularly suited to organisations deeply rooted in local communities, while fully complying with the investor protections laid down in Regulation (EU) 2020/1503, which remains fully applicable.

Amendment 1464

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 78

Text proposed by the CommissionAmendment
Article 78deleted
EU-ESO
1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.
2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.
3. The general meeting shall decide on the establishment of the EU-ESO. The resolution shall at least set out:
(a) the group of eligible persons;
(b) the maximum number of warrants that may be issued under the EU-ESO and the shares to which the holder of a warrant shall be entitled upon exercise of the warrant;
(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.
4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.
5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be paid in cash and shall be fully paid up on issue of the shares.
6. The board of directors shall be authorised to issue warrants under the EU-ESO and to issue new shares to satisfy claims arising from the warrants. The board of directors may also satisfy claims arising from warrants issued under the EU-ESO by transferring own shares held in treasury.
7. Existing shareholders shall have no pre-emptive rights on warrants issued under the EU-ESO and on new shares issued to satisfy claims arising from the warrants.

Or. en

Amendment 1465

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 78 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. Remuneration and pay shall remain within the competence of the Member States. EU-ESOs shall not be used as a substitute for workers’ ordinary remuneration and pay. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. The establishment of such a plan shall be strictly voluntary for employees and shall be without prejudice to national law and collective agreements regarding all components of remuneration and pay, including pensions and social security contributions.

Or. en

Amendment 1466

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 78 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. The EU-ESO shall grant voting and dividend rights to participating employees, respect minimum wage levels and collective agreements, and shall not substitute salaries or prevent any social security contributions. The EU-ESO participation shall be voluntary. The regulation of all components of remuneration and pay, including pensions, shall remain within the competence of Member States and shall be without prejudice to national law and collective agreements.

Or. en

Amendment 1467

Jörgen Warborn

Proposal for a regulation

Article 78 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues options to eligible persons. The establishment of such a plan shall be voluntary for employees and shall be without prejudice to national law and collective agreements regarding all components of remuneration and pay, including pensions.

Or. en

Amendment 1468

Pascal Canfin

Proposal for a regulation

Article 78 – paragraph 1

Text proposed by the CommissionAmendment
1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. Participation in the EU-ESO shall be voluntary for employees.

Or. en

Amendment 1469

Pascal Canfin

Proposal for a regulation

Article 78 – paragraph 2

Text proposed by the CommissionAmendment
2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries.

Or. en

Justification

Warrants should be available for all employees.

Amendment 1470

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Wouter Beke, Luděk Niedermayer, Andrea Wechsler

Proposal for a regulation

Article 78 – paragraph 2

Text proposed by the CommissionAmendment
2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company.

Or. en

Justification

The additional 24-month look-back period is unnecessary and would exclude individuals who no longer hold a significant ownership interest from participating in the EU-ESO. Eligibility should be assessed on the basis of the current ownership structure to preserve the attractiveness of employee ownership schemes and avoid unnecessary administrative complexity.

Amendment 1471

Brando Benifei

Proposal for a regulation

Article 78 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. An EU-ESO may not be used as a substitute for ordinary remuneration, statutory minimum wages, or pay levels and others pay elements established by collective agreements. Warrants or shares issued under this scheme must be treated as a supplement to, and not a replacement for, cash-based wages and social security contributions. Holding warrants is without prejudice to the exercise of employee participation rights.

Or. en

Amendment 1472

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 78 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. An EU-ESO shall not be used as a substitute for ordinary remuneration, statutory minimum wages, or pay levels established by collective agreements. Warrants or shares issued under this scheme are to be treated as a supplement to, and not a replacement for, cash-based wages and social security contributions.

Or. en

Amendment 1473

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

Proposal for a regulation

Article 78 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. An EU-ESO must not lead to a reduction in wages below the legal minimum or below the levels set by collective agreement.

Or. fr

Amendment 1474

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 78 – paragraph 3 – introductory part

Text proposed by the CommissionAmendment
3. The general meeting shall decide on the establishment of the EU-ESO. The resolution shall at least set out:3. The general meeting shall decide on the establishment of the EU-ESO, after consulting recognised employee representatives and trade unions. The resolution shall at least set out:

Or. en

Amendment 1475

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

Proposal for a regulation

Article 78 – paragraph 3 – point c

Text proposed by the CommissionAmendment
(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.(c) the vesting period shall be determined by the general meeting or the articles of association.

Or. en

Justification

The vesting period should be under the discretion of the general meeting.

Amendment 1476

Pascal Canfin

Proposal for a regulation

Article 78 – paragraph 3 – point c

Text proposed by the CommissionAmendment
(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised. The warrants may be progressively made available over a specified period.

Or. en

Justification

As it is the case in some Member States, companies should decide freely the mandatory waiting period. The warrants could be made available to be exercised progressively (for example, 25% per year in the company).

Amendment 1477

Pascal Canfin

Proposal for a regulation

Article 78 – paragraph 3 – subparagraph 1 (new)

Text proposed by the CommissionAmendment
Potential conditions under which the mandatory waiting period can exceptionally be shortened due to a funding event.

Or. en

Justification

As it is the case in some Member States, companies should decide freely whether they want to create potential conditions, such as a funding round or an IPO, under which the waiting period could be shortened.

Amendment 1478

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

Proposal for a regulation

Article 78 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. The company may establish and operate the EU employee stock option plan by using the optional EU templates referred to in Article 8(3), point (c). The use of those templates shall not be mandatory and shall not limit the company's ability to adopt tailor-made provisions in accordance with this Regulation.

Or. en

Justification

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

Amendment 1479

Mario Mantovani

Proposal for a regulation

Article 78 – paragraph 4

Text proposed by the CommissionAmendment
4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.4. Warrants issued under the EU-ESO shall be non-transferable and issued for no or a nominal consideration.

Or. it

Amendment 1480

Pascal Canfin

Proposal for a regulation

Article 78 – paragraph 4

Text proposed by the CommissionAmendment
4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration or for nominal consideration.

Or. en

Justification

In some Member States, issuing the warrant against a nominal consideration might trigger capital gains taxation, which is the most favoured option for companies and employees. Companies should therefore chose freely whether they want to issue these warrants for no consideration or for nominal consideration.

Amendment 1481

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 78 – paragraph 5

Text proposed by the CommissionAmendment
5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be paid in cash and shall be fully paid up on issue of the shares.5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be fully paid up on issue of the shares.

Or. en

Amendment 1482

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

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 78 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. Employees shall be provided with clear and comprehensible information, including on at least:
(a) the vesting schedule, exercise price, expiry date and conditions of forfeiture of the warrants, including upon termination of employment or insolvency;
(b) the specific class of shares granted;
(c) the proportion of the eligible person's total expected annual remuneration package that the warrants represent, calculated on the basis of the fair market value of the underlying shares at the date of grant;
(d) the rights and risks and the difference between EU-ESO and wages with regards to social security and building up pension; and
(e) a statement that warrants do not constitute wage and may have no monetary value at the time of exercise or disposal. Such information shall be provided in writing and attached as an annex to the employment contract, in particular before engaging in EU-ESO.

Or. en

Amendment 1483

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 78 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. Participation of an employee in the EU-ESO plan shall be voluntary and shall require the employee’s prior, explicit and informed consent. Prior to acceptance, the company shall supply clear information in a durable medium concerning the conditions for consolidation and exercise, the exercise price, the share-valuation method, any dilution, the risk of losses, the consequences of ending the employment relationship, and the information available on tax treatment and social security. The warrants may not replace wages, compensation, pension entitlements or any contributions required by law or convention, nor shall they imply any renouncement of labour rights, including any interbranch minimum wage or minimum wage set by agreement. This Article shall be without prejudice to the relevant national labour and social-security law.

Or. es

Amendment 1484

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 78 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. EU-ESOs shall not be used as a substitute for ordinary remuneration, statutory minimum wages, or pay levels established by collective agreements. Warrants issued under this scheme must be treated as a supplement to, and not a replacement for, cash-based wages and social security contributions.

Or. en

Amendment 1485

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 78 – paragraph 7 a (new)

Text proposed by the CommissionAmendment
7a. The provisions of this Article shall not preclude the application of more favourable national employee stock ownership schemes already in place in the Member States.

Or. fr

Amendment 1486

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 78 – paragraph 7 b (new)

Text proposed by the CommissionAmendment
7b. Before establishing an EU-ESO, the board of directors must provide eligible employees and their representatives with clear, transparent information regarding the financial risks, including the lack of liquidity and the concentration risk of tying personal savings to the employer’s performance.

Or. en

Amendment 1487

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

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 78 – paragraph 7 b (new)

Text proposed by the CommissionAmendment
7b. At the latest six months prior to the date of application of this Regulation specified in article 109, the Commission shall adopt guidelines with common standards for the issuing of warrants.

Or. en

Amendment 1488

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 78 – paragraph 7 c (new)

Text proposed by the CommissionAmendment
7c. Holding warrants is without prejudice to the exercise of employee participation rights.

Or. en

Amendment 1489

René Repasi

Proposal for a regulation

Article 78 a (new)

Text proposed by the CommissionAmendment
Article78a
EU-ESOP
1. The EU Inc. company may establish an EU employee stock ownership plan (EU-ESOP), under which it issues shares to eligible persons, which may be acquired, held and administered by an intermediary corporate entity for the benefit of participating employees. Participation in such a plan is voluntary for employees and shall be without prejudice to national law and collective agreements regarding all components of remuneration and pay, including pensions and social security contributions.
2. Eligibility for shares issued under the EU-ESOP shall be restricted to members of the board and employees of the EU Inc. company and its subsidiaries. Shares under the EU-ESOP shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the last 24 months preceding the issuance.
3. An EU-ESOP may not be used as a substitute for remuneration, statutory minimum wages, or other pay elements or as established by collective agreements. Shares issued under this scheme must be treated as a supplement to, and not a replacement for, cash-based wages and social security contributions. Holding shares is without prejudice to the exercise of employee participation rights.
4. Employees engaging in an EU-ESOP shall be provided with clear and comprehensible information on the specific class of shares granted and the rights attached thereto as well as clear, transparent information regarding the financial risks.
5. The general meeting shall decide on the establishment of the EU-ESOP. The resolution shall at least set out: (a) the group of eligible persons;
(b) the maximum number of shares that may be issued under the EU-ESOP;
(c) a mandatory vesting period before which the shares may be acquired under the EU-ESOP;
The resolution of the general meeting may not exclude voting rights attached to shares issued under the EU-ESOP.
6. The board of directors shall be authorised to issue shares under the EU-ESOP and to transfer own shares held in treasury for the purposes of the EU-ESOP.
7. Existing shareholders shall have no pre-emptive rights on shares issued under the EU-ESOP.

Or. en

Justification

The new Article 78a, corresponding to AM 168 in the draft report has been amended to further strengthen the fact that employee financial participation schemes can never be used as a substitute for pay. In addition, the possibility for the shares to be acquired, held and administered by an intermediary corporate entity has been included.

Amendment 1490

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 79

Text proposed by the CommissionAmendment
Article 79deleted
Taxation of warrants under the EU-ESO
1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78.
2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.
3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law.
4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.

Or. es

Amendment 1491

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

Proposal for a regulation

Article 79

Text proposed by the CommissionAmendment
Article 79deleted
Taxation of warrants under the EU-ESO
1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78.
2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.
3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law.
4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.

Or. en

Justification

We propose Article 114 as a legal basis for this Regulation. We would like to debate taxation issues separately (taxation paragraphs were deleted from the proposal of the Regulation in these amendments). In case, taxation issues will stay in 28th regime, we request Article 115 TFEU as a legal basis for taxation issues.

Amendment 1492

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 79

Text proposed by the CommissionAmendment
Article 79deleted
Taxation of warrants under the EU-ESO
1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78.
2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.
3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law.
4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.

Or. en

Amendment 1493

Pascal Canfin

Proposal for a regulation

Article 79 – paragraph 1

Text proposed by the CommissionAmendment
1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78.1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78 in the first 30 years of the company.
Once an EU Inc. company has been active for more than 30 years, it may continue to issue warrants under the EU-ESO, as defined in Article 78, under the national tax framework applicable in the Member State to employee stock options or similar instruments under national law.
In case the EU Inc. is formed through or carries out a domestic division or merger, or a cross-border conversion, merger or division, the age of the company shall be the one of the oldest company involved in the cross-border conversion, merger or division.

Or. en

Justification

EU-ESO are tools more adapted to companies that have a potential of high and rapid growth, usually young. For this reason, the amendment proposes to keep the favourable taxation to companies that are less than 30 years old, a threshold that is usable by companies even in the most deeptech sectors.

Amendment 1494

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Andrea Wechsler

Proposal for a regulation

Article 79 – paragraph 2

Text proposed by the CommissionAmendment
2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.2. The exercise price of a warrant may be fixed freely by the issuing company, including below the fair market value of the underlying shares at the date of grant. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation and relevant social security contributions only at the time when the shares obtained by exercising the warrant are disposed of.

Or. en

Amendment 1495

Damian Boeselager, Kira Marie Peter-Hansen

Proposal for a regulation

Article 79 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. The exercise price of a warrant may be fixed freely by the issuing company, including below the fair market value of the underlying shares at the date of grant. Warrants with a price below market value shall be offered equally to every eligible persons.

Or. en

Amendment 1496

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

Proposal for a regulation

Article 79 – paragraph 3

Text proposed by the CommissionAmendment
3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law.3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation and relevant social security contributions in accordance with national law.

Or. en

Amendment 1497

Pascal Canfin

Proposal for a regulation

Article 79 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Fair market value referred to in paragraph 3 shall be deemed to have been appropriately determined where it is based on the price of the most recent arm’s length financing round or relevant transaction, with the application of reasonable and well-documented discounts to reflect lack of liquidity and differences in share class rights, or where it is anchored through an independent valuation prepared in accordance with generally accepted valuation methodologies, including quantitative financial methods.

Or. en

Justification

This amendment adds clarity into what is a fair market value.

Amendment 1498

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

Proposal for a regulation

Article 79 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. For the purposes of this Article, the difference between the exercise price of a warrant and the fair market value of the underlying shares at the date of grant, vesting, or exercise shall not, by itself, constitute taxable employment income, a taxable benefit in kind, or any equivalent taxable event prior to the disposal of the underlying shares.

Or. en

Amendment 1499

Damian Boeselager, Kira Marie Peter-Hansen

Proposal for a regulation

Article 79 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. For the purposes of this Article, the difference between the exercise price of a warrant and the fair market value of the underlying shares at the date of grant, vesting, or exercise shall not, by itself, constitute taxable employment income, a taxable benefit in kind, or any equivalent taxable event prior to the disposal of the underlying shares.

Or. en

Amendment 1500

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 79 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Where the income referred to in paragraph 3 is subject to taxation, Member States shall levy social security contributions on that income. Such contributions shall be calculated on the basis of the fair market value of the shares at the date of disposal.

Or. en

Amendment 1501

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

Proposal for a regulation

Article 79 – paragraph 4

Text proposed by the CommissionAmendment
4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.deleted

Or. fr

Amendment 1502

Daniel Buda

Proposal for a regulation

Article 79 – paragraph 4

Text proposed by the CommissionAmendment
4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares benefit from a tax treatment that is not less favourable than that applicable to other employee stock option plans or similar instruments under their national law, provided that they are exercised in a non-discriminatory manner and comply with the provisions of this Article with regard to the timing of taxation.

Or. ro

Amendment 1503

Mario Mantovani

Proposal for a regulation

Article 79 – paragraph 4 a (new)

Text proposed by the CommissionAmendment
4a. Where the exercise price of a warrant issued under the EU-ESO is set at a value not lower than the fair market value of the underlying shares on the grant date, determined in good faith on the basis of an independent valuation methodology, applied consistently and based on formulae that take into account the characteristics of the shares to which the warrant entitles the holder, including any illiquidity, their minority status and the rights attached to them relative to other classes of shares, the warrant shall, for the purposes of this Regulation, be deemed to have a value not exceeding its nominal value at the time of grant, vesting and exercise, and shall not be treated as conferring any benefit on the holder at any of those times. The determination of fair market value shall not be required to reflect the price paid for shares in another class in the EU Inc. company.

Or. it

Justification

The amendment reforms employee warrants (EU-ESO) to compete with US schemes. It sets the strike price at the initial market value (estimated using independent 409A-style valuations) and provides for the symbolic payment of the warrant. Thanks to the deferral and a presumption of nominal value applicable in 27 Member States, earnings are taxed only upon sale as capital gains rather than as wages, offering European talent the same tax treatment as in the US.

Amendment 1504

Pascal Canfin

Proposal for a regulation

Article 79 – paragraph 4 a (new)

Text proposed by the CommissionAmendment
4a. In determining the taxing rights of the income referred to in in paragraph 2, Member States shall apply their double taxation treaties concluded with other Member States in accordance with the latest version of the OECD Model Tax Convention on Income and on Capital and its Commentary.

Or. en

Justification

Taxing rights questions might arise in case of employee mobility. This amendment clarifies that current treaties apply on the matter.

Amendment 1505

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler

Proposal for a regulation

Article 79 a (new)

Text proposed by the CommissionAmendment
Article79a
Standardized valuation of shares and warrants under the EU-ESO
1. For the purposes of this Chapter, the valuation of shares and warrants issued under the EU-ESO shall be determined in accordance with a standardized Union valuation methodology.
2. The valuation methodology referred to in paragraph 1 shall:
(a) provide a clear, predictable, and proportionate basis for determining:
(i) the fair market value of the underlying shares; and
(ii) the exercise price of warrants issued under the EU-ESO;
(b) take into account the specific characteristics of the issuing company, including: limited liquidity, absence of an active market, financing-stage uncertainty and restrictions affecting the transferability of shares.
(c) allow for the use of simplified valuation methods for micro small-sized enterprises.
3. A valuation prepared in accordance with the methodology referred to in paragraph 1 shall constitute a rebuttable presumption of compliant valuation for the purposes of the taxation of warrants and underlying shares under applicable national law.
4. Member States participating in the EU-ESO framework shall recognize valuations carried out in accordance with this Article and shall not reassess such valuations retroactively except where fraud, abuse or manifest error is demonstrated by the competent tax administrations.
5. The exercise price of a warrant determined in accordance with the valuation methodology referred to in paragraph 1 shall be deemed to comply with the requirements of this Regulation.
6. The Commission shall adopt implementing acts establishing:
(a) the Union valuation methodology referred to in paragraph 1;
(b) criteria for qualified independent valuers;
(c) simplified safe harbour valuation methods for startups and SMEs;
(d) rules concerning the validity period and updating of valuations. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article referred to in Article 107(3).

Or. en

Amendment 1506

Damian Boeselager, Kira Marie Peter-Hansen

Proposal for a regulation

Article 79 a (new)

Text proposed by the CommissionAmendment
Article 79a
Standardized valuation of shares and warrants under the EU-ESO
1. For the purposes of this Chapter, the valuation of shares and warrants issued under the EU-ESO shall be determined in accordance with a standardized Union valuation methodology.
2. The valuation methodology referred to in paragraph 1 shall:
(a) provide a clear, predictable, and proportionate basis for determining:
(i) the fair market value of the underlying shares; and
(ii) the exercise price of warrants issued under the EU-ESO;
(b) take into account the specific characteristics of the issuing company, including: limited liquidity, absence of an active market, financing-stage uncertainty and restrictions affecting the transferability of shares;
(c) allow for the use of simplified valuation methods for micro-enterprises;
(d) be performed by qualified and independent valuers.
3. In accordance with the examination procedure referred to in Article 107(3), the Commission shall adopt implementing acts establishing:
(a) the Union valuation methodology referred to in paragraph 1;
(b) criteria for qualified independent valuers;
(c) simplified safe harbour valuation methods for startups;
(d) rules concerning the validity period and updating of valuations.

Or. en

Amendment 1507

Daniel Buda

Proposal for a regulation

Article 80 – paragraph 1

Text proposed by the CommissionAmendment
1. Where an EU Inc. company is dissolved in view of a solvent liquidation, it shall file the information about dissolution fully online to the business register in the Member State of registration of the EU Inc. company in accordance with Article 27.1. Without prejudice to the provisions of Articles 4(3), 10 and 14, an EU Inc. company can be dissolved in view of a solvent liquidation. Information about dissolution can be filed fully online to the business register in the Member State of registration of the EU Inc. company in accordance with Article 27.

Or. ro

Amendment 1508

Jörgen Warborn, Adrián Vázquez Lázara

Proposal for a regulation

Article 80 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. Unless regulated in this Regulation, all matters concerning liquidation shall be governed by national law in the Member State where the EU Inc. has its registered office.

Or. en

Amendment 1509

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

Proposal for a regulation

Article 80 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. Without prejudice to the voluntary dissolution of an EU Inc. under this Regulation, Member States may provide for the dissolution of an EU Inc. by a competent court or other competent authority on the grounds and under the conditions laid down in the applicable national law.

Or. en

Amendment 1510

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

Proposal for a regulation

Article 80 – paragraph 2 b (new)

Text proposed by the CommissionAmendment
2b. Without prejudice to paragraph 3, a competent court may order the dissolution of an EU Inc. where the company repeatedly or persistently fails to comply with its obligations under this Regulation or the applicable national law, despite prior warnings and having been given a reasonable opportunity to remedy the breach.

Or. en

Amendment 1511

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

Proposal for a regulation

Article 80 – paragraph 2 c (new)

Text proposed by the CommissionAmendment
2c. A competent court may also order the dissolution of an EU Inc. where it is established that the company was formed or registered on the basis of forged or fraudulent documents, or where decisions of the company's bodies have been adopted on the basis of forged documents or fraudulent conduct that seriously affects the legality of the company's existence or operation.

Or. en

Amendment 1512

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

Proposal for a regulation

Article 80 – paragraph 2 d (new)

Text proposed by the CommissionAmendment
2d. Nothing in this Regulation shall prevent Member States from providing additional grounds for the dissolution of an EU Inc., including dissolution ordered in criminal, administrative or other judicial proceedings, where such grounds are compatible with Union law.

Or. en

Amendment 1513

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 81 – paragraph 1 – subparagraph 1 – point c a (new)

Text proposed by the CommissionAmendment
(ca) an authority for preventive control has come into possession of new elements that the rules of preventive control or the required legal formalities were not complied with.

Or. en

Amendment 1514

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

Proposal for a regulation

Article 81 – paragraph 1 – subparagraph 1 – point c a (new)

Text proposed by the CommissionAmendment
(ca) any other ground provided for by the national law of the Member State in which the EU Inc. company is registered;

Or. fr

Amendment 1515

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

Proposal for a regulation

Article 81 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. This Article shall govern only the declaration of nullity of an EU Inc. and shall be without prejudice to the dissolution of an EU Inc. by a competent court or other competent authority under this Regulation or the applicable national law.

Or. en

Amendment 1516

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

Proposal for a regulation

Article 81 – paragraph 5 b (new)

Text proposed by the CommissionAmendment
5b. Member States may provide for additional grounds for the dissolution of an EU Inc. with effect ex nunc, including dissolution ordered in criminal, administrative or other judicial proceedings, provided that such grounds are compatible with Union law.

Or. en

Amendment 1517

Lukas Mandl

Proposal for a regulation

Article 82 – paragraph 1

Text proposed by the CommissionAmendment
1. The filing to the business register shall be completed fully online in accordance with Article 27.1. The filing to the business register shall be completed online in accordance with Article 27 and 80.

Or. en

Amendment 1518

René Repasi

Proposal for a regulation

Article 82 – paragraph 3

Text proposed by the CommissionAmendment
3. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, to the business register where the company is registered, that business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company .3. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, to the business register where the company is registered, that business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company. That business register shall also exchange in digital form the information about the EU Inc. company with the social security authorities.

Or. en

Amendment 1519

Lukas Mandl

Proposal for a regulation

Article 82 – paragraph 3

Text proposed by the CommissionAmendment
3. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, to the business register where the company is registered, that business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company .3. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, the authorities, persons or bodies mandated under national law to deal with any aspect of the dissolution and liquidation and the business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company .

Or. en

Amendment 1520

Lukas Mandl

Proposal for a regulation

Article 82 – paragraph 4

Text proposed by the CommissionAmendment
4. An EU Inc. company shall not be required to provide the information referred to in paragraph 1 to another authority of the Member State of registration in the context of its liquidation. The business register shall exchange this information digitally, without delay, with those relevant national authorities .4. An EU Inc. company shall not be required to provide the information referred to in paragraph 1 to another authority of the Member State of registration in the context of its liquidation. The authorities, persons or bodies mandated under national law to deal with any aspect of the dissolution and liquidation and the business register shall exchange this information digitally, without delay, with those relevant national authorities .

Or. en

Amendment 1521

Lukas Mandl

Proposal for a regulation

Article 82 – paragraph 5

Text proposed by the CommissionAmendment
5. Upon the filing referred to in Article 80, its creditors shall be entitled to submit their claims to the company or the liquidator fully online. The submission of such claims shall not be subject to national requirements for physical form or notarial authentication.5. Without prejudice to the rules provided for the designated national legal form in accordance with Article 4(3), upon the filing referred to in Article 80, its creditors shall be entitled to submit their claims to the company or the liquidator online.

Or. en

Amendment 1522

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 83 – paragraph 1 – point c

Text proposed by the CommissionAmendment
(c) the EU Inc. has no liabilities;(c) the EU Inc. has no liabilities. To this end, liabilities shall be considered to be all obligations, whether or not matured, contingent liabilities, the subject of legal proceedings, or pending liquidation, including wages, compensation, annual leave earned, social-security contributions, tax obligations and environmental liabilities. The company shall identify these obligations explicitly in the declaration submitted under Article 84(2), point (a);

Or. es

Amendment 1523

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 83 – paragraph 1 – point c

Text proposed by the CommissionAmendment
(c) the EU Inc. has no liabilities;(c) the EU Inc. has no liabilities, including any payroll liabilities such as outstanding wages, severance payments or social security contributions payable;

Or. fr

Amendment 1524

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 83 – paragraph 1 – point c

Text proposed by the CommissionAmendment
(c) the EU Inc. has no liabilities;(c) the EU Inc. has no liabilities, including due wages and social security contributions;

Or. en

Amendment 1525

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 83 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) the EU Inc. has not carried out any significant transfer of assets, including intellectual property rights, or undergone changes in ownership or control which are part of or suspected to be part of an arrangement aimed at avoiding liabilities or favouring one or more creditors over other creditors

Or. en

Amendment 1526

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 83 – paragraph 3

Text proposed by the CommissionAmendment
3. Directors shall be personally, and where applicable, jointly and severally liable to creditors for any damage resulting from a false or fraudulent declaration of consent under this Article.3. Directors shall be personally, and where applicable, jointly and severally liable to creditors, including employees, for any damage resulting from a false or fraudulent declaration of consent under this Article.

Or. fr

Amendment 1527

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

Proposal for a regulation

Article 83 – paragraph 4

Text proposed by the CommissionAmendment
4. In the case of a court-ordered dissolution, the court may authorise the fast-track liquidation procedure if it is satisfied that the conditions in paragraph 1 are met, unless the grounds for dissolution involve unlawful activity or public policy concerns.4. In the case of a court-ordered dissolution, the court may authorise the fast-track liquidation procedure if it is satisfied that the conditions in paragraph 1 are met, unless the grounds for dissolution involve unlawful activity or public policy concerns. The requirements for court-ordered dissolution shall be in compliance of national law of the Member State of EU Inc.´s registered seat.

Or. en

Amendment 1528

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 83 – paragraph 5

Text proposed by the CommissionAmendment
5. The books and records of the EU Inc. shall be kept for a period of six years by the person appointed to that effect by the general meeting or by the court.5. The books and records of the EU Inc. shall be kept for a period of 12 years by the person appointed to that effect by the general meeting or by the court.

Or. en

Amendment 1529

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 83 – paragraph 5 a (new)

Text proposed by the CommissionAmendment
5a. For the purposes of this Article, all outstanding employee claims arising under employment contracts or relationships, including wages, severance payments, accrued leave and social security contributions payable, shall be regarded as preferential claims. By way of derogation from paragraph 2, the fast-track liquidation procedure shall only be authorised if all preferential employee claims have been settled in full.

Or. fr

Amendment 1530

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 84 – paragraph 2 – point d

Text proposed by the CommissionAmendment
(d) the declaration by the appointed person referred to in Article 83 (5), authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, who undertakes to keep the books and records for a period of six years following the removal of the company from the business register.(d) the declaration by the appointed person referred to in Article 83 (5), authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, who undertakes to keep the books and records for a period of 12 years following the removal of the company from the business register.

Or. en

Amendment 1531

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 85 – paragraph 1 – subparagraph 1

Text proposed by the CommissionAmendment
Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within 30 days following the disclosure of documents and information referred to in Article 84 (4).Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within four months following the disclosure of documents and information referred to in Article 84 (4).

Or. en

Amendment 1532

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 85 – paragraph 1 – subparagraph 1

Text proposed by the CommissionAmendment
Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within 30 days following the disclosure of documents and information referred to in Article 84 (4).Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within 90 days following the disclosure of documents and information referred to in Article 84 (4).

Or. fr

Amendment 1533

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 85 – paragraph 2

Text proposed by the CommissionAmendment
2. Creditors shall submit their objection to the business register where the EU Inc. company is registered, stating the reason of their claim against the EU Inc. company. Member States shall ensure that this submission may be carried out fully online.2. Creditors shall submit their objection to the competent authority where the EU Inc. company is registered, stating the reason of their claim against the EU Inc. company. Member States shall ensure that this submission may be carried out fully online.

Or. en

Amendment 1534

Daniel Buda

Proposal for a regulation

Article 85 – paragraph 2

Text proposed by the CommissionAmendment
2. Creditors shall submit their objection to the business register where the EU Inc. company is registered, stating the reason of their claim against the EU Inc. company. Member States shall ensure that this submission may be carried out fully online.2. Creditors shall submit their objection to the authority or, where applicable, the court with jurisdiction, stating the reason of their claim against the EU Inc. company. Member States shall ensure that this submission may also be carried out online.

Or. ro

Amendment 1535

Daniel Buda

Proposal for a regulation

Article 85 – paragraph 3

Text proposed by the CommissionAmendment
3. In case the claims are well founded, the business register shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims.3. In case the claims are well founded, the authority or, where applicable, the court with jurisdiction shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims.

Or. ro

Amendment 1536

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 85 – paragraph 3

Text proposed by the CommissionAmendment
3. In case the claims are well founded, the business register shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims.3. In case the claims are well founded, the competent authority shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims.

Or. en

Amendment 1537

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 85 – paragraph 4

Text proposed by the CommissionAmendment
4. The business register may also take into consideration the objections of creditors which have been submitted after the deadline referred to in paragraph 1 but before the EU Inc. company is removed from the register.4. The competent authority may also take into consideration the objections of creditors which have been submitted after the deadline referred to in paragraph 1 but before the EU Inc. company is removed from the business register.

Or. en

Amendment 1538

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 85 – paragraph 5 – introductory part

Text proposed by the CommissionAmendment
5. The removal of the EU Inc. company from the business register shall not affect the rights of creditors whose claims were still under consideration or were not submitted during the fast-track procedure. Such creditors may:5. An EU Inc. shall not be removed from the business register as long as claims of creditors are still under consideration and the removal from the register shall not affect the rights of creditors whose claims were not submitted during the fast-track procedure. Such creditors may:

Or. en

Amendment 1539

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 86 – paragraph 3

Text proposed by the CommissionAmendment
3. If the tax authority does not notify its position to the business register before the end of the deadline referred to in paragraph 1 or in case of prolongation, referred to in paragraph 2, it shall be deemed that a tax clearance has been granted or that the tax authority has no objections to the fast-track procedure.3. If the tax authority does not notify its position to the business register before the end of the deadline referred to in paragraph 1 or in case of prolongation, referred to in paragraph 2, it shall be deemed only that it has no objections to the fast-track procedure for official purposes. This assumption shall not equate to certification that a tax clearance has been granted, nor shall it affect the liquidation or enforceability of any pre-existing or ex post tax obligations under relevant law.

Or. es

Amendment 1540

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 87 – paragraph 1 – point b

Text proposed by the CommissionAmendment
(b) a tax clearance or no objections to the fast-track procedure have been received from the national tax authority pursuant to Article 86.(b) a tax clearance has been received from the national tax authority or, under the assumption provided for in Article 86(3), it has not reported any opposition to the fast-track procedure. In the latter case, cancellation shall not affect the liquidation or enforceability of any pre-existing or ex post tax obligations under relevant law.

Or. es

Amendment 1541

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 87 – paragraph 1 – point b

Text proposed by the CommissionAmendment
(b) a tax clearance or no objections to the fast-track procedure have been received from the national tax authority pursuant to Article 86.(b) a tax clearance or no objections to the fast-track procedure have been received from the tax authority of any Member State, pursuant to Article 86.

Or. en

Amendment 1542

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

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
[...]deleted

Or. en

Amendment 1543

Raffaele Stancanelli

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
X [...]deleted

Or. en

Justification

The entire Chapter X 'Insolvency proceedings winding-up of insolvent EU INC. companies that are innovative startups' is deleted. The Commission proposes in Chapter X a simplified winding-up procedure for insolvent EU Inc. companies that qualify as innovative start-ups, including the possibility for debtors with up-to-date accounts to self-liquidate without the involvement of an insolvency practitioner. The need for such additional rules or for a specific regime is not convincing, especially in the light of the recent reform of EU insolvency law. This separate insolvency regime raises several concerns, such as: (i) the proposed insolvency threshold, when a company is unable to pay its debts as they fall due, may lead to premature liquidation and discourage restructuring, and should apply only where the inability to pay is not temporary; (ii) the proposal may also affect access to finance by increasing legal uncertainty and weakening creditor protection; (iii) allowing winding-up without an independent insolvency practitioner raises concerns about the protection of creditors and employees, asset valuation and recovery, fraud prevention, equal treatment of creditors, and oversight, particularly in cross-border cases. Finally, Chapter X closely resembles the simplified winding-up provisions that were ultimately excluded from the recently adopted Directive (EU) 2026/799 harmonising certain aspects of insolvency law, due to insufficient support.

Amendment 1544

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

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
X [...]deleted

Or. en

Amendment 1545

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
[...]deleted

Or. fr

Amendment 1546

Mario Mantovani

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
X [...]deleted

Or. it

Justification

The question of insolvency is already governed by Regulation (EU) 2015/848 and Directive (EU) 2026/799, which are currently being transposed. This chapter reopens issues that had only just been settled in those negotiations and creates a parallel regime, which creates legal uncertainty in relation to mandatory national law and lacks clarity regarding the role of public authorities. The chapter that is being proposed for removal focuses on liquidation rather than restructuring and risks forcing insolvent but viable start-ups into closure. It is therefore proposed that it be deleted.

Amendment 1547

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
[...]deleted

Or. es

Amendment 1548

Lukas Mandl

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
[...]deleted

Or. en

Amendment 1549

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Chapter X

Text proposed by the CommissionAmendment
[...]deleted

Or. en

Amendment 1550

David Cormand

Proposal for a regulation

Chapter X – title

Text proposed by the CommissionAmendment
X INSOLVENCY PROCEEDINGS WINDING-UP OF INSOLVENT EU INC. COMPANIES THAT ARE INNOVATIVE STARTUPSX INSOLVENCY PROCEEDINGS

Or. en

Amendment 1551

Kira Marie Peter-Hansen

Proposal for a regulation

Chapter X – title

Text proposed by the CommissionAmendment
X INSOLVENCY PROCEEDINGS WINDING-UP OF INSOLVENT EU INC. COMPANIES THAT ARE INNOVATIVE STARTUPSX INSOLVENCY PROCEEDINGS WINDING-UP OF INSOLVENT EU INC. COMPANIES THAT ARE STARTUPS

Or. en

Justification

The deletion of "innovative" before "startups" is applicable throughout chapter X.

Amendment 1552

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

Proposal for a regulation

Article 88

Text proposed by the CommissionAmendment
Article 88deleted
Scope of application of the simplified winding-up of EU Inc. innovative startups
1. This Chapter applies to EU Inc. companies which are innovative startups.
2. For the purposes of this Chapter, innovative startup means an EU Inc. company that fulfils the criteria set out in [PO: reference to Proposal for a Commission Recommendation on the definition of innovative enterprises, startups and high-growth scaleups, C (2026) 1800].

Or. en

Amendment 1553

David Cormand

Proposal for a regulation

Article 88 – title

Text proposed by the CommissionAmendment
Scope of application of the simplified winding-up of EU Inc. innovative startupsScope of application

Or. en

Amendment 1554

Kira Marie Peter-Hansen

Proposal for a regulation

Article 88 – title

Text proposed by the CommissionAmendment
Scope of application of the simplified winding-up of EU Inc. innovative startupsScope of application of the simplified winding-up of EU Inc. startups

Or. en

Justification

The deletion of "innovative" before "startups" is applicable throughout chapter X.

Amendment 1555

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 88 – paragraph 1

Text proposed by the CommissionAmendment
1. This Chapter applies to EU Inc. companies which are innovative startups.1. This Chapter applies to EU Inc. companies which are innovative startups. No provision in this Chapter shall affect the application of Directive 2008/94/EC on the protection of employees in the event of the insolvency of their employer. In accordance with Article 9 of Directive 2008/94/EC, the institution responsible for meeting employees’ outstanding claims shall be the one located in the Member State where the employees habitually work.

Or. en

Amendment 1556

Kira Marie Peter-Hansen

Proposal for a regulation

Article 88 – paragraph 1

Text proposed by the CommissionAmendment
1. This Chapter applies to EU Inc. companies which are innovative startups.1. This Chapter applies to EU Inc. companies which fulfil the criteria of qualifying as a startup as defined in article 2(1a) of this Regulation as well as the criteria of qualifying as a micro-enterprises as defined in article 3(1)/3(2) of Directive 2013/34/EU, with less than 10 creditors at the moment of the request for the opening of simplified winding-up proceedings.

Or. en

Amendment 1557

David Cormand

Proposal for a regulation

Article 88 – paragraph 1

Text proposed by the CommissionAmendment
1. This Chapter applies to EU Inc. companies which are innovative startups.1. As regards insolvency, an EU Inc shall be governed by the legal provisions which would apply to a non publicly listed limited-liability company formed in accordance with EU law and the law of the Member State in which its registered office is situated, including provisions relating to decision-making by the general meeting.

Or. en

Amendment 1558

David Cormand, Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 88 – paragraph 2

Text proposed by the CommissionAmendment
2. For the purposes of this Chapter, innovative startup means an EU Inc. company that fulfils the criteria set out in [PO: reference to Proposal for a Commission Recommendation on the definition of innovative enterprises, startups and high-growth scaleups, C (2026) 1800].deleted

Or. en

Amendment 1559

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 88 – paragraph 2

Text proposed by the CommissionAmendment
2. For the purposes of this Chapter, innovative startup means an EU Inc. company that fulfils the criteria set out in [PO: reference to Proposal for a Commission Recommendation on the definition of innovative enterprises, startups and high-growth scaleups, C (2026) 1800].2. For the purposes of this Chapter, innovative startup means an EU Inc. company that has that status in accordance with the objective, transparent and published criteria under the law of the Member State opening the proceedings. The scope of proceedings affecting the rights of debtors and creditors may not be established or amended by means of dynamic debt remission by virtue of a Commission Recommendation or any other non-binding legal act.

Or. es

Amendment 1560

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 88 a (new)

Text proposed by the CommissionAmendment
88a.
Relationship to Regulation (EU) 2015/848 and legislation in force.
1. The international competence to open and administer the proceedings, the law to be applied and the recognition of rulings shall be governed by Regulation (EU) 2015/848.
2. The law determined under that Regulation shall apply to any matters not explicitly regulated by this Chapter, including the precedence of creditors’ claims, the guaranteed rights of creditors and the buy-back of shares.

Or. es

Amendment 1561

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 88 a (new)

Text proposed by the CommissionAmendment
Article 88a
In the event of insolvency proceedings involving an EU-Inc, the insolvency laws of the Member State in which the EU-Inc is registered shall apply, provided that those laws comply with Directive 2026/799 of 30 March 2026.

Or. en

Amendment 1562

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

Proposal for a regulation

Article 89

Text proposed by the CommissionAmendment
Article 89deleted
Rules on winding-up of innovative startups
1. Insolvent EU Inc. innovative startups may request the opening of simplified winding-up proceedings in accordance with this Chapter.
2. An EU Inc. innovative startup shall be deemed insolvent for the purposes of simplified winding-up proceedings when it is generally unable to pay its debts as they mature. Member States shall set out clear, simple and easily ascertainable conditions under which an EU Inc. innovative startup is deemed to be generally unable to pay its debts as they mature.

Or. en

Amendment 1563

René Repasi

Proposal for a regulation

Article 89 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. Member States shall ensure that an effective mechanism exists to finance the minimum costs necessary for the opening and conduct of such proceedings where the assets of the debtor are insufficient.

Or. en

Justification

Addition to the new point 2a, in Article 89, AM 195 of the draft report.

Amendment 1564

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

Proposal for a regulation

Article 90

Text proposed by the CommissionAmendment
Article 90deleted
Insolvency practitioner
1. An insolvency practitioner within the meaning of Article 2, point (5), of Regulation (EU) 2015/848 of the European Parliament and of the Council29 shall be appointed when simplified winding-up proceedings are opened.
2. By way of derogation from paragraph 1, the debtor, a creditor or a group of creditors may request that an insolvency practitioner is not appointed provided that the EU Inc. innovative startup demonstrates that it has an up-to-date current balance sheet and that it has submitted its most recent required annual statement to the relevant national authorities.
29 Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (OJ L 141, 5.6.2015, p. 19–72), ELI: http://data.europa.eu/eli/reg/2015/848/2025-11-06.

Or. en

Amendment 1565

Lukas Mandl

Proposal for a regulation

Article 90 – paragraph 2

Text proposed by the CommissionAmendment
2. By way of derogation from paragraph 1, the debtor, a creditor or a group of creditors may request that an insolvency practitioner is not appointed provided that the EU Inc. innovative startup demonstrates that it has an up-to-date current balance sheet and that it has submitted its most recent required annual statement to the relevant national authorities.deleted

Or. en

Amendment 1566

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 90 – paragraph 2

Text proposed by the CommissionAmendment
2. By way of derogation from paragraph 1, the debtor, a creditor or a group of creditors may request that an insolvency practitioner is not appointed provided that the EU Inc. innovative startup demonstrates that it has an up-to-date current balance sheet and that it has submitted its most recent required annual statement to the relevant national authorities.2. By way of derogation from paragraph 1, the court or competent authority may make a reasoned decision to the effect that an insolvency practitioner is not appointed where this is requested by the debtor, a creditor or a group of creditors and all of the following conditions are fulfilled: (a) all known creditors have been informed and none of them has raised any reasoned objection within a reasonable period of time; (b) the company has an up-to-date current balance sheet and has submitted its most recent required annual statement; (c) the breakdown of assets and liabilities is straightforward and there are no indications of fraud, concealment of shares, unattributable transactions or conflicts of interest; and (d) the court or competent authority takes the view that the debtor may perform its functions impartially and effectively. An insolvency practitioner may be appointed at any subsequent point if these conditions are not fulfilled or if it is necessary to protect the estate in liquidation or the creditors.

Or. es

Amendment 1567

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

Proposal for a regulation

Article 91

Text proposed by the CommissionAmendment
Article 91deleted
Means of communication
In simplified winding-up proceedings, all communications between the court or the competent authority, the insolvency practitioner and the parties to such proceedings are carried out by digital means.

Or. en

Amendment 1568

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

Proposal for a regulation

Article 92

Text proposed by the CommissionAmendment
Article 92deleted
Request for the opening of simplified winding-up proceedings
1. An insolvent EU Inc. innovative startup or any creditor of the insolvent EU Inc. innovative startup can submit a request for the opening of simplified winding-up proceedings to a court or a competent authority.
2. The request for the opening of simplified winding-up proceedings shall be submitted using a standard form. The representation by a lawyer or another legal professional shall not be compulsory.
3. The standard form referred to in paragraph 2 shall contain at least the following information:
(a) where an EU Inc. innovative startup is a legal person, the debtor’s name, registration number, registered office or, if different, postal address;
(b) if an EU Inc. innovative startup is an entrepreneur, the debtor’s name, registration number, if any, and postal address or, where the address is protected, the debtor's place and date of birth;
(c) a list of the assets of the EU Inc. innovative startup;
(d) name, address or other contact details of creditors of the EU Inc. innovative startup, as known at the time of the submission of the request,
(e) the list of the claims against the EU Inc. innovative startup and, for each claim, its amount specifying the principal and, where applicable, interest and the date on which it arose and the date on which it became due, if different;
(f) if security in rem or a reservation of title is alleged in respect of a certain claim and, if so, what assets are covered by the security interest.
4. The Commission shall establish the standard form referred to in paragraph 3 by means of implementing acts by [PO: the last day of the 24th month after the date of entry into force of this Regulation]. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 107(3).

Or. en

Amendment 1569

Lukas Mandl

Proposal for a regulation

Article 92 – paragraph 2

Text proposed by the CommissionAmendment
2. The request for the opening of simplified winding-up proceedings shall be submitted using a standard form. The representation by a lawyer or another legal professional shall not be compulsory.2. The request for the opening of simplified winding-up proceedings shall be submitted using a standard form. The representation by a lawyer or another legal professional for filing the request shall not be compulsory.

Or. en

Amendment 1570

René Repasi

Proposal for a regulation

Article 92 – paragraph 2

Text proposed by the CommissionAmendment
2. The request for the opening of simplified winding-up proceedings shall be submitted using a standard form. The representation by a lawyer or another legal professional shall not be compulsory.2. The request for the opening of simplified winding-up proceedings shall be submitted using a user-friendly standard form. The representation by a lawyer or another legal professional shall not be compulsory.

Or. en

Amendment 1571

René Repasi

Proposal for a regulation

Article 92 – paragraph 3 – introductory part

Text proposed by the CommissionAmendment
3. The standard form referred to in paragraph 2 shall contain at least the following information:3. The standard form referred to in paragraph 2 shall contain at least the following information:
Where the request is submitted by a creditor, only the information referred to in points (a), (d), (e) and (f) and where reasonably available to the creditors, points (c), (ea), (eb), (ed), (ef) and (eg). The remaining information shall only be required where the request is submitted by the EU Inc. startup.

Or. en

Amendment 1572

Lukas Mandl

Proposal for a regulation

Article 92 – paragraph 3 – introductory part

Text proposed by the CommissionAmendment
3. The standard form referred to in paragraph 2 shall contain at least the following information:3. When the request for the opening of simplified winding-up proceedings is submitted by an EU Inc. innovative startup, the standard form referred to in paragraph 2 shall contain at least the following information:

Or. en

Amendment 1573

René Repasi

Proposal for a regulation

Article 92 – paragraph 3 – point b

Text proposed by the CommissionAmendment
(b) if an EU Inc. innovative startup is an entrepreneur, the debtor’s name, registration number, if any, and postal address or, where the address is protected, the debtor's place and date of birth;deleted

Or. en

Amendment 1574

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

Proposal for a regulation

Article 93

Text proposed by the CommissionAmendment
Article 93deleted
Decision on the request for the opening of simplified winding-up proceedings
The court or the competent authority shall, without delay, take a decision on the request for the opening of simplified winding-up proceedings. as well as on the request, that an insolvency practitioner is not appointed as referred to in Article 90(2).

Or. en

Amendment 1575

René Repasi

Proposal for a regulation

Article 93 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
Member States shall ensure that decisions taken pursuant to this Article may be appealed or otherwise challenged in accordance with national law.

Or. en

Amendment 1576

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

Proposal for a regulation

Article 94

Text proposed by the CommissionAmendment
Article 94deleted
Stay of individual enforcement actions
Debtors shall benefit from a stay of individual enforcement actions by operation of law or upon the decision of the court or the competent authority conducting those proceedings.

Or. en

Amendment 1577

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 94 – paragraph 1

Text proposed by the CommissionAmendment
Debtors shall benefit from a stay of individual enforcement actions by operation of law or upon the decision of the court or the competent authority conducting those proceedings.The stay of individual enforcement actions shall be granted or confirmed by reasoned decision of the court or the competent authority. The scope, duration, impact of and any exceptions to such stay shall be governed by the applicable law as determined in accordance with Regulation (EU) 2015/848.

Or. es

Amendment 1578

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 94 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
The stay shall be subject to review and may be limited or lifted where it is no longer necessary for the purposes of the liquidation that has been ordered, or if it causes disproportionate harm to a creditor or puts the value of a guarantee at risk.

Or. es

Amendment 1579

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 94 – paragraph 1 b (new)

Text proposed by the CommissionAmendment
This Article shall apply without prejudice to protection of the rights in rem of third parties and the compensation provided for in Articles 8 and 9 of Regulation (EU) 2015/848.

Or. es

Amendment 1580

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

Proposal for a regulation

Article 95

Text proposed by the CommissionAmendment
Article 95deleted
Lodgement and admission of claims
1. When simplified insolvency proceedings are opened, the insolvency practitioner, or in its absence, the debtor, shall prepare a list of creditors and claims.
2. The insolvency practitioner, or in its absence, the court or the competent authority shall inform all known creditors, by individual notices, of the list referred to in paragraph 1, indicating the time period for raising any objection or concern. The claims against the debtor indicated in the list shall be considered as lodged without any further action from the creditors concerned.
3. Any creditor may lodge claims not contained in the list referred to in paragraph 1 or raise objections or concerns on claims included in the list, within a period set in national law, which shall not exceed 30 days counting from the receipt of the individual notice referred to in the paragraph 2 or from the publication of the opening of simplified winding-up proceedings in the insolvency register referred to in Article 24 of Regulation (EU) 2015/848 of the European Parliament and of the Council, whichever is the latest.
4. In the absence of any objection or concern by a creditor within the time period referred to in paragraph 2, a claim included in the list referred to in paragraph 1 is deemed to be undisputed and shall be definitively admitted as stated therein.
5. The disputed claims shall be dealt with promptly by the court or the competent authority. The court or competent authority may decide to continue the simplified winding-up proceedings with respect to undisputed claims.

Or. en

Amendment 1581

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 95 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. It is the shared duty of the insolvency practitioner and the debtor to ensure that the EU Inc’s employees are added to the list of creditors and claims as priorities.

Or. en

Amendment 1582

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 95 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. Where the list referred to in paragraph 1 is prepared by the debtor, the latter shall declare on its honour that the information in the list is complete and accurate, and shall supply the supporting documentation that is available to the court or to the competent authority, as well as to creditors upon request. The court or the competent authority may order that the list be verified or appoint an insolvency practitioner. The concealment or omission of a creditor, credit or share, either fraudulently or through gross negligence, shall prevent the list from having any definitive impact with regard to the party concerned, and may give rise to the penalties provided for in Article 106.

Or. es

Amendment 1583

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

Proposal for a regulation

Article 96

Text proposed by the CommissionAmendment
Article 96deleted
Decision on the procedure to be used
1. In simplified winding-up proceedings, once the insolvency estate has been established, the insolvency practitioner, or in its absence the debtor, shall proceed with the realisation of the assets and the distribution of the proceeds.
2. However, the court or the competent authority may take a decision on the closure of the simplified winding-up proceedings without any realisation of the assets, where any of the following conditions is fulfilled:
(a) there are no assets in the insolvency estate;
(b) the assets of the insolvency estate are of such a low value that it would not justify the costs or administrative burden involved by their sale and the distribution of the proceeds;
(c) the apparent value of encumbered assets is lower than the amount owed to the secured creditors and the court or the competent authority considers it justified to allow those secured creditors to take over the assets.
3. Where the insolvency practitioner proceeds with the realisation of the debtor’s assets as referred to in paragraph 1, the insolvency practitioner shall also specify the means of realisation of the assets. For the sale of an asset of the debtor, the insolvency practitioner shall use the electronic auction system referred to in Article 97, unless this is not appropriate in view of the nature of the asset or the circumstances of the proceedings.

Or. en

Amendment 1584

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

Proposal for a regulation

Article 97

Text proposed by the CommissionAmendment
Article 97deleted
Electronic auction systems for the sale of the assets of the debtor
1. Each Member State shall ensure, by [PO: the last day of the 24th month after the date of entry into force of this Regulation] that one or several electronic auction platforms are established and maintained in its territory to be used for the purpose of the sale of the assets of the insolvency estate of the EU Inc. innovative startup in simplified winding-up proceedings.
2. Member States may extend the use of the electronic auction systems, as referred to in paragraph 1, to the sale of the debtor’s business or assets that are subject to other types of insolvency proceedings opened in their territory.
3. Member States shall ensure that the electronic auction platforms are accessible by all natural and legal persons with domicile or place of registration in their territory or in the territory of another Member State. Access to the auction system may be subject to electronic identification of the user, in which case persons with domicile or place of registration in another Member State shall be able to use electronic identification means, in accordance with Regulation (EU) No 910/2014.

Or. en

Amendment 1585

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

Proposal for a regulation

Article 98

Text proposed by the CommissionAmendment
Article 98deleted
Interconnection of the electronic auction systems
1. The Commission shall establish a system for the interconnection of the national electronic auction systems as referred to in Article 97 by means of implementing acts to be adopted by [PO: the last day of the 36th month after the date of entry into force of this Regulation]. The system shall be composed of national electronic auction systems interconnected via the European e-Justice Portal, which shall serve as a central electronic access point in the system. The system shall provide, in all the official languages of the Union, information on all auction processes announced in national electronic auction platforms, enable the search among these auction processes and provide hyperlinks leading to the pages of the national systems where offers may be directly submitted.
2. The Commission shall lay down, by means of implementing acts, technical specifications and procedures necessary to provide for the interconnection of Member States’ national electronic auction systems, setting out:
(a) the technical specification or specifications defining the methods of communication and information exchange by digital means on the basis of the established interface specification for the system of interconnection of the electronic auction systems;
(b) the technical measures ensuring the minimum information technology security standards for communication and distribution of information within the system of interconnection of electronic auction systems;
(c) the minimum set of information that shall be made accessible through the central platform;
(d) the minimum criteria for the presentation of announced auction processes via the European e-Justice Portal;
(e) the minimum criteria for the search of announced auction processes via the European e-Justice Portal;
(f) minimum criteria for guiding the users to the platform of the national auction system of the Member State where they may submit their offers directly in the announced auction processes;
(g) the means and the technical conditions of availability of services provided by the system of interconnection;
(h) the use of the European unique identifier referred to in Article 16(1) of Directive (EU) 2017/1132,
(i) specification of which personal data can be accessed;
(j) data protection safeguards.
3. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 107.

Or. en

Amendment 1586

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

Proposal for a regulation

Article 99

Text proposed by the CommissionAmendment
Article 99deleted
Costs of establishing and interconnecting electronic auction systems
1. Each Member State shall bear the costs of establishing and adjusting its national electronic auction systems, as referred to in Article 97, to make them interoperable with the European e-Justice Portal, as well as the costs of administering, operating and maintaining those systems. This shall be without prejudice to the possibility to apply for grants to support such activities under the Union’s financial programmes.
2. The establishment, maintenance and future development of the system of interconnection of electronic auction systems as referred to in Article 51 shall be financed from the general budget of the Union.

Or. en

Amendment 1587

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 99 – paragraph 1

Text proposed by the CommissionAmendment
1. Each Member State shall bear the costs of establishing and adjusting its national electronic auction systems, as referred to in Article 97, to make them interoperable with the European e-Justice Portal, as well as the costs of administering, operating and maintaining those systems. This shall be without prejudice to the possibility to apply for grants to support such activities under the Union’s financial programmes.1. Member States shall not be required to establish a new electronic auction platform where they have a national platform fulfilling the requirements of Articles 97 and 98. The necessary costs of adjustment and interoperability with the European e-Justice Portal, as well as the administration, operation and maintenance costs arising directly from this Regulation, may be co-financed under the Union’s budget and financial programmes. The application of technical obligations shall respect the principle of proportionality, taking account of the volume of EU Inc. procedures envisaged in each Member State.

Or. es

Amendment 1588

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

Proposal for a regulation

Article 100

Text proposed by the CommissionAmendment
Article 100deleted
Responsibilities of the Commission in connection with the processing of personal data in the system of interconnection of electronic auction platforms
1. The Commission shall exercise the responsibilities of controller pursuant to Article 3(8) of Regulation (EU) 2018/1725 in accordance with its respective responsibilities defined in this Article.
2. The Commission shall define the necessary policies and apply the necessary technical solutions to fulfil its responsibilities within the scope of the function of controller.
3. The Commission shall implement the technical measures required to ensure the security of personal data while in transit, in particular the confidentiality and integrity of any transmission to and from the European e-Justice Portal.
4. With regard to the information from the interconnected national auction systems, no personal data relating to data subjects shall be stored in the European e-Justice Portal. All such data shall be stored in the national auction systems operated by the Member States or other bodies.

Or. en

Amendment 1589

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

Proposal for a regulation

Article 101

Text proposed by the CommissionAmendment
Article 101deleted
Sale of the assets by electronic auction
1. The electronic auction of assets of the insolvency estate in simplified winding-up proceedings shall be announced in due time in advance on the electronic auction platform referred to in Article 97.
2. The insolvency practitioner informs through individual notices all known creditors on the object, time and date of the electronic auction, as well as on the requirements to participate therein.
3. Any interested person is allowed to participate in the electronic auction and bid. Member States may, however, set out the conditions under which the debtor's existing shareholders or managers are authorised to participate.

Or. en

Amendment 1590

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 101 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. The debtor’s administrators, any shareholders exercising direct or indirect control, and the parties involved may only participate in the auction following full disclosure of their relationship to the debtor and provided that they do not have any privileged information in relation to the other bidders. Should any of these persons submit a winning bid, the asset in question shall require an independent valuation and the reasoned approval of the court or competent authority. Member States may lay down additional bans or guarantees.

Or. es

Amendment 1591

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

Proposal for a regulation

Article 102

Text proposed by the CommissionAmendment
Article 102deleted
Decision on the closure of the simplified winding-up proceedings
1. The court or the competent authority shall take a decision on the closure of the simplified winding-up proceedings within six months after the submission of the request for the opening of the simplified winding-up proceedings. The deadline may be extended once, by a maximum of six months in case additional time is needed for the sale of the debtor’s business or assets, or for the distribution of proceeds. In the absence of such an extension or when the extended deadline expires, the procedure shall be automatically converted into an ordinary winding-up procedure.
2. Where the debtor is a legal person, the decision on the closure of the simplified winding-up proceedings shall trigger the relevant measures under national law leading to the dissolution of the legal personality of the EU Inc. innovative startup.

Or. en

Amendment 1592

Flavio Tosi, Letizia Moratti

Proposal for a regulation

Chapter X a (new)

Text proposed by the CommissionAmendment
Xa Simplified insolvency and restructuring framework for EU Inc. companies
Within one year of the entry into force of this Regulation, the Commission shall present, following a comprehensive impact assessment, a separate legislative proposal establishing a simplified, digital and harmonised insolvency and restructuring framework specifically applicable to EU Inc. companies. Such proposal shall, inter alia, provide for:
(a) early access to restructuring proceedings for companies facing financial difficulties;
(b) a debtor-in-possession restructuring model, allowing founders and existing management to remain in control during restructuring, subject to appropriate safeguards for creditors;
(c) flexible restructuring tools, including debt restructuring, debt-to-equity conversion, operational restructuring, access to new financing and the entry of new investors;
(d) protection of essential business assets and operations, including intellectual property, data, software and key contractual relationships necessary for business continuity;
(e) simplified rules on creditor participation, approval of restructuring plans and cross-border recognition of proceedings, supported by digital procedures and judicial safeguards;
(f) a fresh-start mechanism for founders and entrepreneurs acting in good faith, allowing discharge of eligible business debts within a reasonable period.

Or. en

Justification

The amendment calls on the Commission to establish, within one year, a simplified EU insolvency and restructuring framework for EU Inc. companies, promoting business continuity and a second chance for innovative startups. It aims to prevent premature liquidation by facilitating early restructuring, protecting strategic assets, ensuring access to new financing and preserving value, innovation and competitiveness in the European economy.

Amendment 1593

Mario Mantovani

Proposal for a regulation

Chapter X a (new)

Text proposed by the CommissionAmendment
Xa. Dispute resolution
Article 102aSpecialised national courts.
Member States may designate or establish one or more specialised chambers or courts with jurisdiction to hear disputes arising under this Regulation.

Or. it

Justification

As correctly noted in recital 81 of the proposed Regulation, one of the main risks in this context is divergent application. In the absence of a single court, different national courts might interpret the regulation in different ways, thereby undermining the uniformity and legal certainty that are fundamental objectives of the 28th regime. Convergence can be strengthened by strongly encouraging Member States to set up specialised courts to deal with disputes relating to EU Inc. companies.

Amendment 1594

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Chapter XI

Text proposed by the CommissionAmendment
XI PROHIBITED REQUIREMENTSdeleted
103 List of prohibited requirements
1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.
2. A Member State shall not adopt or maintain any of the following with regard to EU Inc. companies whose registered office is in another Member State:
(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;
(b) measures that impose an authorisation or other requirement for taking up or exercising an economic activity based on the location of their registered office;
(c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation;
(d) measures that deny the use of a payment account set up in another Member State for the purposes of completing a procedure necessary to take up or exercise an economic activity or obtaining an authorisation.
3. For the purpose of this Article, the following definitions shall apply:
(a) Authorisation means a formal or implied decision that is in law or in fact required from a competent authority in order to obtain access to an economic activity, exercise an economic activity or terminate it;
(b) Requirement means requirement as defined in Article 4 point 7) of Directive 2006/123/EC.

Or. es

Amendment 1595

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Chapter XI

Text proposed by the CommissionAmendment
XI PROHIBITED REQUIREMENTSdeleted
103 List of prohibited requirements
1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.
2. A Member State shall not adopt or maintain any of the following with regard to EU Inc. companies whose registered office is in another Member State:
(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;
(b) measures that impose an authorisation or other requirement for taking up or exercising an economic activity based on the location of their registered office;
(c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation;
(d) measures that deny the use of a payment account set up in another Member State for the purposes of completing a procedure necessary to take up or exercise an economic activity or obtaining an authorisation.
3. For the purpose of this Article, the following definitions shall apply:
(a) Authorisation means a formal or implied decision that is in law or in fact required from a competent authority in order to obtain access to an economic activity, exercise an economic activity or terminate it;
(b) Requirement means requirement as defined in Article 4 point 7) of Directive 2006/123/EC.

Or. en

Amendment 1596

Mario Mantovani

Proposal for a regulation

Article 103 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.
National support schemes for local SMEs that require an effective link with the local economy shall not constitute less favourable treatment within the meaning of paragraph 1, provided that the eligibility criteria are justified by objective reasons and are proportionate.

Or. it

Justification

The proposed amendment clarifies the anti-discriminatory – rather than preferential – nature of the provision and preserves – within the limits of objectivity and proportionality already inherent in paragraph 1 – support schemes rooted in the local economy, which are particularly important for the craft sector and local retail.

Amendment 1597

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

Proposal for a regulation

Article 103 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations. Nothing in this Article shall prevent Member States from carrying out administrative procedures, regulatory or controls that are necessary to verify compliance with Union law or applicable national law, including requirements relating to regulated activities.

Or. en

Amendment 1598

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

Proposal for a regulation

Article 103 – paragraph 1

Text proposed by the CommissionAmendment
1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc. companies no less favourably than other limited liability companies formed in accordance with their national law in any aspect of their activities and operations.1. Unless it is objectively justified and proportionate, or unless there are compelling reasons for doing so with a view to public order, public safety, national economic security or the protection of the essential strategic interests of the Member State, Member States shall treat EU Inc. companies no less favourably than other start-ups formed in accordance with their national law in any aspect of their activities and operations.

Or. fr

Amendment 1599

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 103 – paragraph 2 – point a

Text proposed by the CommissionAmendment
(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;deleted

Or. fr

Amendment 1600

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 103 – paragraph 2 – point a

Text proposed by the CommissionAmendment
(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support for the sole reason of having their place of headquarters in other Member States, without prejudice to the application of non-discriminatory criteria relating to the regional connection, actual economic activity or employment generated in the Member State that grants the aid, or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;

Or. es

Amendment 1601

Mario Mantovani

Proposal for a regulation

Article 103 – paragraph 2 – point a

Text proposed by the CommissionAmendment
(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;(a) without prejudice to the Union State aid rules, criteria that deny eligibility of those EU Inc. companies to public support or public support schemes, or participation in public procurement procedures, in view of their place of headquarters in other Member States or that require those companies to dissolve and reestablish or to set up a subsidiary in order to become eligible;

Or. it

Justification

The extension to public procurement and support schemes closes a gap in the list of prohibited requirements, which is crucial for SMEs for which the public sector is often the primary market.

Amendment 1602

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 103 – paragraph 2 – point b

Text proposed by the CommissionAmendment
(b) measures that impose an authorisation or other requirement for taking up or exercising an economic activity based on the location of their registered office;deleted

Or. en

Amendment 1603

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

Proposal for a regulation

Article 103 – paragraph 2 – point c

Text proposed by the CommissionAmendment
(c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation;deleted

Or. fr

Amendment 1604

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 103 – paragraph 2 – point c

Text proposed by the CommissionAmendment
(c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation;deleted

Or. en

Amendment 1605

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 103 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. The provisions of paragraph 2 shall not apply to non-discriminatory, objectively justified and proportionate sector-specific requirements that are applied irrespective of the location of the registered office. There shall also be no obligation to accept a payment transaction that has to be rejected or suspended under Union or national law to prevent money laundering, the financing of terrorism or restrictive measures.

Or. es

Amendment 1606

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

Proposal for a regulation

Article 103 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. Where an applicant considers that a competent authority has imposed a requirement prohibited under this Article or has otherwise failed to comply with this Regulation, the applicant may submit a complaint through the EU central interface. The complaint shall be transmitted without delay to the competent authority concerned. The competent authority shall examine the complaint and provide a reasoned response within 10 working days of its receipt. Where the complaint is upheld, the authority shall without undue delay rectify the breach and continue the relevant procedure in accordance with this Regulation. The Commission shall make available through the EU central interface a standard electronic complaint form and may request information from the competent authority concerning complaints received under this Article for the purpose of monitoring the uniform application of this Regulation.

Or. en

Justification

A simple and transparent complaint mechanism will enable applicants to challenge unlawful administrative requirements, improve legal certainty and support the consistent implementation of this Regulation without creating disproportionate administrative burdens.

Amendment 1607

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

Proposal for a regulation

Article 103 – paragraph 3 a (new)

Text proposed by the CommissionAmendment
3a. The prohibition laid down in paragraph (2) (c) shall apply to the procedures necessary for taking up an economic activity. Once economic activity has commenced in the Member State concerned, the Member State may require the appointment of a local representative where such requirement is provided for by the applicable national law and is objectively justified and proportionate.

Or. en

Amendment 1608

Damian Boeselager, Kira Marie Peter-Hansen

Proposal for a regulation

Chapter XI a (new)

Text proposed by the CommissionAmendment
XIa Chapter XIa DISPUTE SETTLEMENT
Article 103a - Out of court dispute resolution and specialised judicial competence
1. Member States shall support EU Inc. companies access to efficient, affordable and electronic dispute settlement mechanisms for business-to-business disputes. These mechanisms shall be designed to reduce costs and improve predictability for SMEs and startups in particular, and shall not create mandatory procedural steps before access to courts.
2. Member States shall provide for the availability of out of court dispute resolution mechanisms for business-to-business disputes involving EU Inc. companies on matters covered by this Regulation, with a view to ensuring the expeditious and efficient resolution of disputes between companies. Such mechanisms shall be impartial and independent, operated by experts certified by national authorities, and overseen by the competent national judicial authority. Member States shall ensure that comprehensive and clear information is made available on an easily accessible public website, including on certified experts, possible costs and implications and procedural safeguards. Member States shall also ensure that each out-of-court agreement or decision in this context can be appealed by the competent court at the request of each party involved in the dispute as well as by any third party that has reasonable arguments indicating the agreement or decision caused them damage or harm.
3. Member States may designate specialised chambers or panels within their national courts competent to hear business-to-business disputes involving EU Inc. companies on matters covered by this Regulation.
4. Member States shall ensure that no preferential treatment is given to EU Inc companies over companies formed as a national legal form in judicial proceedings.

Or. en

Amendment 1609

René Repasi

Proposal for a regulation

Chapter XI a (new)

Text proposed by the CommissionAmendment
XIa Chapter XIa
DISPUTE SETTLEMENT
Article 103a
Out-of-court dispute settlement
7. The outcome of an out-of-court dispute settlement procedure conducted by a certified body under this Article shall be recognised in all Member States.
8. Member States shall ensure that certified out-of-court dispute settlement bodies cooperate within a European framework of dispute settlement bodies, coordinated by the European Commission. The network shall facilitate exchange of best practises.
9. The European Commission shall together with an expert group, develop guidelines for the setting up of the out-of-court dispute settlement mechanisms, those guidelines should set out procedural rules for different dispute resolution mechanisms including EU templates for model clauses for out-of-court dispute settlement.

Or. en

Justification

The new Article 103a (AM 231 of the draft report) on out-of-court dispute settlement is further extended.

Amendment 1610

René Repasi

Proposal for a regulation

Chapter XI b (new)

Text proposed by the CommissionAmendment
XIb Chapter XIa
DISPUTE SETTLEMENT
Article 103c
Public data base on Union and national case law and decisions of certified out-of-court dispute settlement bodies relating to EU Inc. companies
1. Member States shall publish, in an easily accessible and electronic format, any final judgment delivered by their national courts in relation to proceedings launched pursuant to this Regulation. The publication of such a judgment shall be carried out in accordance with national law.
2. The Commission shall set up and maintain an easily accessible and publicly available database containing the judgments referred to in paragraph 1, as well as references to relevant judgments delivered by the Court of Justice of the European Union.
The database shall also include a section, where decisions made by certified out-of-court dispute settlement bodies under Article 103a are systematically published in anonymised form, provided that personal data are protected in accordance with Regulation (EU) 2016/679 and that confidential business information, including trade secrets, are not disclosed.
3. The public database shall be accessible via the central digital platform set up by the Commission pursuant to Article 103d.

Or. en

Justification

The new Article 103c on a public data base on Union and national case law is further extended to include an additional section on the publication of decisions of the out-of-court dispute settlement mechanism in Article 103a. To include context for the reader, the entire Article has been retabled, corresponding to AM 231 of the draft report.

Amendment 1611

René Repasi

Proposal for a regulation

Chapter XI c (new)

Text proposed by the CommissionAmendment
XIc Chapter XIb
EU INC. DIGITAL PLATFORM
Article 103d
EU Inc. digital platform
1. The Commission shall set up and maintain an open access EU Inc. digital platform with easily accessible and publicly available information for companies, investors and other relevant stakeholders including trade unions, academia and legal practitioners. For that purpose, the Commission shall be empowered to adopt implementing acts by … [PO: the last day of the 6th month after the date of entry into force of this Regulation], in accordance with the examination procedure referred to in Article 107 to lay down technical specifications of the EU Inc. digital platform.
2. The EU Inc. digital platform shall be interoperable with, and connected to the e-Justice portal, BRIS and the EU central interface, referred to in Article 15 and it shall also enable research through non-discriminatory secure and documented application programming interfaces.
3. The Commission shall make available electronically in all official languages of the Union information and practical guidance on the rules applicable to EU Inc. companies, including the relevant national law for each national legal form referred to in Article 1a (4) in each Member State, accompanied by:
(a) step-by-step registration tutorials;
(b) information on available out-of-court dispute settlement mechanisms, including a list of certified dispute settlement bodies as set up under Article 103a as well as easily comparable information on different mechanisms and tools, procedural rules and fees, as well as judicial dispute settlement mechanisms;
(c) information on financing and investment opportunities.
4. The digital platform shall be interoperable with and include the public database on Union and national case law as well as decisions of certified out-of-court dispute settlement bodies relating to EU Inc. companies, referred to in Article 103c. The Commission shall ensure the availability of high-quality machine translation tools and develop an AI-powered search and analysis tool as well as a notification system for updates to national laws affecting EU Inc. companies.

Or. en

Justification

The new Article 103d on the EU Inc. digital platform is further extended. To include context for the reader, the entire Article has been retabled, corresponding to AM 232 of the draft report.

Amendment 1612

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 105

Text proposed by the CommissionAmendment
Article 105deleted
Accounting
The EU Inc. shall be subject to the requirements of the applicable accounting law of the Member State in which its registered office is situated. However, Article 26 shall apply as regards the filing and public availability of accounting documents of the EU Inc.

Or. en

Amendment 1613

Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Andrea Wechsler

Proposal for a regulation

Article 105

Text proposed by the CommissionAmendment
Article 105deleted
Accounting
The EU Inc. shall be subject to the requirements of the applicable accounting law of the Member State in which its registered office is situated. However, Article 26 shall apply as regards the filing and public availability of accounting documents of the EU Inc.

Or. en

Justification

Redundant

Amendment 1614

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

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) where appropriate under the applicable national law, the repeated or persistent failure referred to in point (e) may constitute grounds for the dissolution of the EU Inc. by a competent court or other competent authority in accordance with Article 80.

Or. en

Amendment 1615

Raffaele Stancanelli, Pascale Piera

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) the abusive use of the legal form ‘EU Inc.’ for purposes incompatible with the objectives for which it was established, in particular where such use results in the circumvention of Union or national rules on taxation, labour law or social security obligations;

Or. en

Amendment 1616

Pascal Canfin

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) the establishment or maintenance of multiple branches for the principal purpose of artificially dividing the number of employees per branch and circumventing applicable rules on employee participation, contrary to Article 12a.

Or. en

Justification

Related to our amendment in Article 12

Amendment 1617

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) the abuse of the EU Inc. legal form for the purpose of evading statutory or collectively bargained wages, social security contributions, or national and Union tax obligations or other mandatory employment protections;

Or. en

Amendment 1618

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) the fraudulent or grossly negligent communication of false, incomplete or outdated information on actual ownership, as well as for fraudulent or grossly negligent non-compliance with the obligation to update it;

Or. es

Amendment 1619

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

Proposal for a regulation

Article 106 – paragraph 1 – point d a (new)

Text proposed by the CommissionAmendment
(da) misuse by the company of the EU Inc. legal form with the aim of circumventing the social security and tax obligations provided for by Union law or national law;

Or. fr

Amendment 1620

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 106 – paragraph 1 – point d b (new)

Text proposed by the CommissionAmendment
(db) the fraudulent or grossly negligent alteration, destruction, concealment or lack of maintenance of the digital register of shares, or knowingly recording therein any issue or transfer that has no legal basis;

Or. es

Amendment 1621

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 106 – paragraph 1 – point d b (new)

Text proposed by the CommissionAmendment
(db) the use of EU Inc. companies to circumvent national or Union thresholds triggering board-level employee representation or information and consultation rights;

Or. en

Amendment 1622

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 106 – paragraph 1 – point d c (new)

Text proposed by the CommissionAmendment
(dc) the fraudulent or grossly negligent preparation of a false balance sheet or solvency statement under Article 72, or the fraudulent or grossly negligent concealment or omission of creditors, credits or assets in the proceedings provided for in Articles 83, 92 and 95;

Or. es

Amendment 1623

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 106 – paragraph 1 – point d c (new)

Text proposed by the CommissionAmendment
(dc) the provision of false, incomplete or misleading information concerning the number, location or status of employees where such information is relevant for determining employee participation rights or obligations under Union or national labour and social security law;

Or. en

Amendment 1624

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 106 – paragraph 1 – point d d (new)

Text proposed by the CommissionAmendment
(dd) the fraudulent use of the EU Inc. legal form through false declarations, falsified documents, or the interposition of entities or structures with no economic substance, with the primary aim of avoiding tax or social-security obligations laid down by Union or national law.

Or. es

Amendment 1625

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 106 – paragraph 1 – point d d (new)

Text proposed by the CommissionAmendment
(dd) a failure to establish, maintain, update or comply with employee participation arrangements required under this Regulation or under the applicable national law designated by this Regulation;

Or. en

Amendment 1626

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 106 – paragraph 1 – point d e (new)

Text proposed by the CommissionAmendment
(de) the use of EU-ESO or EU-ESOP programmes or any other remuneration arrangements, for the purpose of substituting ordinary remuneration, evading obligations relating to wages, social security contributions or taxation, driving remuneration below statutory or collectively agreed levels, or otherwise or otherwise circumventing obligations relating to employee protection under Union or national law;

Or. en

Amendment 1627

Arash Saeidi

on behalf of The Left Group

Özlem Demirel, Mario Furore, Pasquale Tridico

Proposal for a regulation

Article 106 – paragraph 2

Text proposed by the CommissionAmendment
2. Member States shall take all the measures necessary to ensure that the penalties referred to in the first paragraph are enforced.2. Member States shall take all the measures necessary to ensure that the penalties referred to in the first paragraph are enforced. In cases of serious or repeated malpractice, Member States shall ensure that competent authorities have the power to withdraw the EU Inc. status and require the company to convert into a national legal form or undergo ordinary winding-up procedures.

Or. en

Amendment 1628

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Article 106 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. Where a company is found to have been established or operated with the purpose or effect of circumventing the exclusions set out in Annex Ia, Member States shall ensure that effective, proportionate and dissuasive measures are available, including refusal or withdrawal of EU Inc. status, conversion into an appropriate national legal form, or any other measure provided for under this Article

Or. en

Amendment 1629

Raffaele Stancanelli

Proposal for a regulation

Article 106 a (new)

Text proposed by the CommissionAmendment
Article 106a
National specialised courts
Member States may designate or establish one or more specialised judicial divisions or courts competent to hear disputes arising under this framework.

Or. en

Amendment 1630

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

Proposal for a regulation

Article 107 – paragraph 2

Text proposed by the CommissionAmendment
2. For Chapter X, the Commission shall be assisted by the committee (‘the insolvency committee’) established by Article 30 of Directive (EU) 2019/1023 of the European Parliament and of the Council31. That committee shall be a committee within the meaning of Regulation (EU) No 182/201132.deleted
31 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj
32 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj

Or. en

Amendment 1631

David Cormand

Proposal for a regulation

Article 107 – paragraph 2

Text proposed by the CommissionAmendment
2. For Chapter X, the Commission shall be assisted by the committee (‘the insolvency committee’) established by Article 30 of Directive (EU) 2019/1023 of the European Parliament and of the Council31. That committee shall be a committee within the meaning of Regulation (EU) No 182/201132.deleted
31 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj
32 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj

Or. en

Amendment 1632

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

Proposal for a regulation

Article 107 – paragraph 2

Text proposed by the CommissionAmendment
2. For Chapter X, the Commission shall be assisted by the committee (‘the insolvency committee’) established by Article 30 of Directive (EU) 2019/1023 of the European Parliament and of the Council31. That committee shall be a committee within the meaning of Regulation (EU) No 182/201132.deleted
31 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj
32 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18), ELI: http://data.europa.eu/eli/reg/2011/182/oj

Or. en

Amendment 1633

Mario Mantovani

Proposal for a regulation

Article 107 a (new)

Text proposed by the CommissionAmendment
Article 107a.
Testing and accessibility of digital procedures
1. Prior to the date of implementation of this Regulation, the Commission shall subject the EU central interface, the standard templates, the forms, the configurator and the translation tools to real-world testing using a representative sample of businesses, including micro-enterprises and small businesses in traditional sectors, and shall publish the results and any corrective measures implemented.
2. Member States shall ensure, at no additional cost to businesses, that helpdesks are available to assist businesses with more limited levels of digital maturity in completing the procedures set out in this Regulation, where applicable by making use of business registers and existing business support organisations.

Or. it

Justification

The effectiveness of the digital-by-default approach depends on its actual usability by all businesses: testing under real-world conditions using representative samples, in line with the PMI test methodology, ensures that procedures and tools are reliable and help to reduce administrative burdens before full-scale implementation; helpdesks, which are embedded within existing structures and incur no additional costs, ensure that businesses with a more limited level of digital maturity are included, thereby preventing the digital divide from becoming a barrier to accessing the European scheme.

Amendment 1634

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 1

Text proposed by the CommissionAmendment
The Commission shall, by [PO: the date five years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report.The Commission shall, by [PO: the date three years after the date of application of this Regulation and every five years after], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report. The report shall be accompanied, if appropriate, by a legislative proposal.

Or. en

Amendment 1635

Pascal Canfin

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 1

Text proposed by the CommissionAmendment
The Commission shall, by [PO: the date five years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report.The Commission shall, by [PO: the date three years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report.

Or. en

Amendment 1636

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

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 1

Text proposed by the CommissionAmendment
The Commission shall, by [PO: the date five years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report.The Commission shall, by [PO: the date two years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report.

Or. fr

Amendment 1637

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

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates.The reports of the Commission shall in particular evaluate:
(a) the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates, as well as obstacles encountered by EU inc. companies;
(b) the changes in numbers of startups and scaleups established in the EU, broken down at least by sector and activities as well as company size, compared in particular to the situation prior to the application of the Regulation;
(c) the number of circumstances of cases where reasonable grounds were identified to suspect abuse or fraud related to the EU Inc., broken down at least by sector and activities as well as company size;
(d) the potential need for limiting or expanding of the scope;
(e) the impact on individual and collective workers rights;(e) the takeup of EU-ESOs and the impact on the composition of remuneration packages; and
(f) the application of EU and national provisions regarding insolvency proceedings is sufficiently responding to the needs of the EU Inc or whether there is a need to include further rules within this Regulation or a broader harmonised approach in Directive (EU) 2026/799.

Or. en

Amendment 1638

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates.The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. The report shall also evaluate: (a) compliance with the requirement for a genuine connection laid down in Article 9; (b) the impact on distribution of tax bases and tax revenues and the interaction with any Union act on the tax status of registered offices for SMEs; (c) any incidents relating to the prevention of money laundering and identification of actual ownership; (d) the effectiveness of preventative controls and legality checks; (e) use of the EU Inc. legal form by undertakings in a manner unrelated to its stated aim; (f) any indications of regulatory arbitration between Member States, including the number of registrations without any genuine corresponding economic activity; (g) the effective level of protection for employees’ rights to information, consultation and participation in relation to the level applying to comparable national legal forms; and (h) any significant distortions in competition or reductions in protection for minority shareholders, creditors or third parties.

Or. es

Amendment 1639

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

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates.The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. Moreover, it should assess the effectiveness of this Regulation in improving access to finance, facilitating cross-border establishment, investment and scaling, attracting talent, supporting employment and innovation, reducing administrative burden and strengthening the competitiveness and integration of the internal market. The report shall assess, in particular:
(a) whether fast-track procedures can be extended to all EU Inc.’s;
(b) whether further simplification of cross-border administrative procedures and the application of the once-only principle are necessary;
(c) whether the EU Inc. can be developed towards a fully harmonised European business law framework;

Or. en

Amendment 1640

Pascal Canfin

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates.In addition, the report shall evaluate the use of the EU central interface as referred to in article 15 and its user-friendly design for European founders. The report shall assess whether the Commission shall establish a central digital register for EU Inc. companies, accessible through the EU central interface, and whether the Commission shall adopt implementing acts in accordance with the examination procedure referred to in Article 107 to lay down technical specifications for the central register and to provide optional guided forms and templates for EU Inc. companies.

Or. en

Justification

The review clause shall look at whether a digital register is needed in the future.

Amendment 1641

Henrik Dahl

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates.The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. It shall also include an examination of how Member States have applied the exception in Article 10(3), including the extent of attempted abuse and what impact invocation of Article 10(3) has had on administrative burdens for companies and costs for authorities.

Or. en

Amendment 1642

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

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2 a (new)

Text proposed by the CommissionAmendment
The evaluation shall also encompass the impacts of this Directive on the functioning of the internal market, with a particular focus on the following:
(a) distortions of competition between EU Inc. companies and national legal forms, in particular as regards the costs of compliance, red tape and third-party protection;
(b) any indication of regulatory arbitrage between Member States, in particular adjustments to their supplementary national law aimed at attracting EU Inc. registrations at the expense of an equivalent level of protection throughout the Union;
(c) the level of protection of the right to be informed, consulted and involved for workers within EU Inc. companies compared to that which applies within equivalent national legal forms;
(d) any other significant negative effect on the functioning of the internal market observed since the date of application of this Directive.

Or. fr

Amendment 1643

René Repasi

Proposal for a regulation

Article 108 – paragraph 1 – subparagraph 2 a (new)

Text proposed by the CommissionAmendment
The report of the Commission shall in particular evaluate:
(e) the extent to which the Regulation has improved access to finance for EU Inc. companies, including through venture capital, institutional investors as well as non-equity, third party financing including collateral arrangements and other sources of financing;
(ga) the functioning and use of the central interface, including its interoperability with the Business Registers Interconnection System and the digital platform established under this Regulation;

Or. en

Justification

New elements in the review clause, corresponding with AM 243 of the draft report.

Amendment 1644

Adrián Vázquez Lázara, Maravillas Abadía Jover

Proposal for a regulation

Article 108 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. Within three years of the entry into force of this Regulation, the Commission shall submit a report assessing the practical accessibility of the EU Inc. framework for micro and small enterprises, taking into account in particular:
(a) the administrative costs associated with the regime;
(b) the procedural requirements for incorporation and operation;
(c) the effectiveness of digital tools and procedures; (d) the level of uptake of the regime by micro and small enterprises.

Or. en

Justification

The amendment introduces a review clause requiring the Commission to assess whether the EU Inc. framework is effectively accessible to micro and small enterprises. Its purpose is to ensure that the regime delivers practical benefits across businesses of different sizes

Amendment 1645

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

Proposal for a regulation

Article 108 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. If the evaluation referred to in paragraph 1 concludes that this Directive has significant negative impacts on the functioning of the internal market and that these impacts cannot be rectified in a proportionate manner by amending this Directive, the Commission shall, no later than six months after the publication of the report, present a legislative proposal to repeal this Directive, accompanied by an impact analysis.

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Amendment 1646

Mario Mantovani

Proposal for a regulation

Article 108 – paragraph 1 a (new)

Text proposed by the CommissionAmendment
1a. In the evaluation report, the Commission shall specifically examine the adoption of the EU Inc. model by micro-enterprises, small and medium-sized enterprises and businesses in traditional sectors, the suitability of standard templates and forms to their needs, and access by EU Inc. companies to bank credit, and shall put forward proposals for adjustments where appropriate.

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Justification

This clause ensures that the suitability of the scheme for traditional businesses and SMEs is not merely an unproven assumption but is subject to periodic empirical review, in line with the ‘Think Small First’ principle and the assessment requirements already set out in the proposal, without placing any additional burden on businesses.

Amendment 1647

Mario Mantovani

Proposal for a regulation

Article 108 – paragraph 1 b (new)

Text proposed by the CommissionAmendment
1b. The Commission shall also assess the impact of the fragmentation of national tax systems on the adoption of the EU Inc. form, on its cross-border operations and on its competitiveness vis-à-vis third-country jurisdictions, and shall, where appropriate, put forward proposals based on the appropriate legal basis, including a proposal on the setting of a favourable and competitive tax rate for EU Inc. companies, in line with the highest international standards.

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Justification

The review clause suggests that the Commission carry out a periodic empirical assessment of the impact of tax fragmentation on the effectiveness of the 28th regime and that it be empowered to propose, on the appropriate legal basis, the desired optional common regime.

Amendment 1648

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

Proposal for a regulation

Article 108 – paragraph 2

Text proposed by the CommissionAmendment
2. Every five years from [PO: the date five years after the date of application of this Regulation], the Commission shall review the amount referred to in Article 16(2) in line with the harmonised index of consumer prices (HICP) established pursuant to Regulation (EU) 2016/792 of the European Parliament and of the Council.deleted

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Amendment 1649

René Repasi

Proposal for a regulation

Article 108 – paragraph 2

Text proposed by the CommissionAmendment
2. Every five years from [PO: the date five years after the date of application of this Regulation], the Commission shall review the amount referred to in Article 16(2) in line with the harmonised index of consumer prices (HICP) established pursuant to Regulation (EU) 2016/792 of the European Parliament and of the Council.2. 1. Every five two years from [PO: the date five three years after the date of application of this Regulation], the Commission shall review and if necessary, adapt the amount referred to in Article 16(2) in line with the harmonised index of consumer prices (HICP) established pursuant to Regulation (EU) 2016/792 of the European Parliament and of the Council. The first review shall take place by [PO: the date five years after the date of application of this Regulation].
The amounts shall be updated automatically, by adapting the base amount in euros or cents by the percentage change in that index. The resulting amounts shall be rounded up to the nearest euro.
The Commission shall publish in the Official Journal of the European Union the adapted amounts referred to in paragraph by [PO: the date five years after the date of application of this Regulation]. Those adapted amounts shall enter into force on the first day of the month following publication.

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Amendment 1650

Kira Marie Peter-Hansen, Sergey Lagodinsky, David Cormand

on behalf of the Verts/ALE Group

Proposal for a regulation

Article 108 – paragraph 2

Text proposed by the CommissionAmendment
2. Every five years from [PO: the date five years after the date of application of this Regulation], the Commission shall review the amount referred to in Article 16(2) in line with the harmonised index of consumer prices (HICP) established pursuant to Regulation (EU) 2016/792 of the European Parliament and of the Council.2. At least every three years from [PO: the date three years after the date of application of this Regulation], the Commission shall review the amount referred to in Article 16(2) in line with the harmonised index of consumer prices (HICP) established pursuant to Regulation (EU) 2016/792 of the European Parliament and of the Council.

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Amendment 1651

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

Proposal for a regulation

Article 108 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
2a. The report shall also evaluate the impact of this Regulation on administrative burden, the functioning of business registers, the protection of creditors and minority shareholders, and the interaction of this Regulation with the applicable national law.

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Amendment 1652

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

Proposal for a regulation

Article 108 a (new)

Text proposed by the CommissionAmendment
Article 108a.
Transposition
Member States shall, at the latest on [PO: the date corresponding to the last day of the 24th month following the date of entry into force of this Regulation], adopt and publish the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate to the Commission the text of those provisions.

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Amendment 1653

Raffaele Stancanelli

Proposal for a regulation

Article 109 – title

Text proposed by the CommissionAmendment
Entry into force and date of applicationTransposition

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Amendment 1654

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

Proposal for a regulation

Article 109 – title

Text proposed by the CommissionAmendment
Entry into force and date of applicationEntry into force

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Amendment 1655

Raffaele Stancanelli

Proposal for a regulation

Article 109 – paragraph 1

Text proposed by the CommissionAmendment
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.Member States shall adopt and publish, by [OP: please insert the date corresponding to the last day of the 24th month following the date of entry into force of this Directive] at the latest, the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate to the Commission the text of those provisions. They shall apply those provisions from [OP: please insert the date corresponding to the first day following the transposition deadline].

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Amendment 1656

Pascale Piera, Ernő Schaller-Baross

Proposal for a regulation

Article 109 – paragraph 2

Text proposed by the CommissionAmendment
It shall apply from [PO: the last day of the 12th month after the date of entry into force of this Regulation)]. This Regulation shall be binding in its entirety and directly applicable in all Member States.deleted

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Amendment 1657

Raffaele Stancanelli

Proposal for a regulation

Article 109 – paragraph 2

Text proposed by the CommissionAmendment
It shall apply from [PO: the last day of the 12th month after the date of entry into force of this Regulation)]. This Regulation shall be binding in its entirety and directly applicable in all Member States.deleted

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Amendment 1658

Juan Carlos Girauta Vidal, Jorge Buxadé Villalba

Proposal for a regulation

Article 109 – paragraph 2

Text proposed by the CommissionAmendment
It shall apply from [PO: the last day of the 12th month after the date of entry into force of this Regulation)]. This Regulation shall be binding in its entirety and directly applicable in all Member States.It shall apply from [PO: the last day of the 12th month after the date of entry into force of this Regulation)]. Nevertheless, the obligations arising from the functioning of the EU central interface, the central digital platform or the interconnection of auction platforms shall only apply from the date when the Commission confirms their effective availability, security and interoperability by means of a decision published in the Official Journal of the European Union. That date shall be advertised with at least six months’ notice.

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Amendment 1659

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

Proposal for a regulation

Article 109 – paragraph 2

Text proposed by the CommissionAmendment
It shall apply from [PO: the last day of the 12th month after the date of entry into force of this Regulation)]. This Regulation shall be binding in its entirety and directly applicable in all Member States.It shall apply from [PO: the last day of the 24th month after the date of entry into force of this Regulation)]. This Regulation shall be binding in its entirety and directly applicable in all Member States.

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Amendment 1660

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

Proposal for a regulation

Article 109 – paragraph 2 a (new)

Text proposed by the CommissionAmendment
The Commission and the Member States shall ensure that the technical, administrative and digital infrastructure necessary for the effective application of this Regulation is fully operational before the date of application.

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Amendment 1661

Mario Mantovani

Proposal for a regulation

Annex I – paragraph 1 – indent 5 a (new)

Text proposed by the CommissionAmendment
– the transfer of shares

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Amendment 1662

Mario Mantovani

Proposal for a regulation

Annex I – paragraph 1 – indent 5 b (new)

Text proposed by the CommissionAmendment
– corporate bodies and representation

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Amendment 1663

Arash Saeidi

on behalf of The Left Group

Özlem Demirel

Proposal for a regulation

Annex I a (new)

Text proposed by the CommissionAmendment
Annex 1a: List of economic activities excluded from the scope of this Regulation
List of economic activities that are considered unlikely to develop a new or improved product, service or process that significantly differs from previous iterations and is made available to potential users, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code:
1. Construction
2. Cleaning activities
3. Hospitality services
4. Freight transport by road
5. Residential care activities
6. Processing and preserving of meat and production of meat products
7. Investigation and security activities
8. Financial and Insurance activities
9. Manufacturing
10.Fishing and aquaculture
11. Forestry and lugging
12. Crop and animal production, hunting and related services
13. Activities of brokers and agents for electric power and natural gas
14. Waste collection, recovery and disposal activities
15. Restaurants and mobile food service activities 1
6. Event catering, contract catering service activities and other food service activities
17. Beverage serving activities
18. Real Estate activities
19. Defence activities
20. Transports and Logistics

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Amendment 1664

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

Proposal for a regulation

Annex I a (new)

Text proposed by the CommissionAmendment
ANNEX Ia
List of economic activities excluded from the scope of this Directive
List of economic activities excluded due to the potential for circumvention of fiscal and social rules and/or due to their non-innovative nature, whereby ‘innovation’ means organised and deliberate activities aimed at generating new knowledge and developing new or improved products, services and processes in accordance with Commission Recommendation (EU) 2026/7201a:
1. Construction
2. Cleaning activities
3. Accommodation and food services
4. Freight transport by road
5. Passenger transport services activities, including provision of taxi services and private hire vehicles with a driver
6. Residential care activities
7. Processing and preserving of meat and production of meat products
8. Investigation and security activities
9. Agriculture, forestry and fisheries
10. Manufacture of textiles, clothing, leather and footwear
11. Temporary employment agency activities and other human resource provisions
12. Hairdressing and other beauty treatment
1a Commission Recommendation (EU) 2026/720 of 18 March 2026 on the definition of innovative enterprises, innovative startups and innovative scaleups (OJ L, 2026/720, 24.3.2026, ELI: http://data.europa.eu/eli/reco/2026/720/oj).

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