Changes from plenary report to adopted text

Recital 1: (1) Interest representation in the Union is a growing and increasingly cross-border activity. When carried out with the necessary level of transparency, such activities allow sharing of experiences and views about problems and solutions concerning matters affected by a policy, law or public decision-making process. This exchange may constitute a crucial resource for public decision-makers, enabling them to understand the options and trade-offs of different approaches.

Recital 2: (2) Interest representation is not only carried out on behalf of domestic stakeholders but increasingly also by third countries. Ideas from third countries can contribute positively to public debate and are a welcome part of international engagement. Third countries should be understood as countries that are not members of the Union or the European Economic Area.

Recital 3: (3) To the extent that it is normally provided against remuneration, interest representation constitutes a service within the meaning of Article 57 of the Treaty on the Functioning of the European Union (‘TFEU’). The market for interest representation also includes interest representation activities carried out by third country entities themselves in a way that is comparable to services and are linked to or substitute activities of an economic nature. These activities should be treated in the same way as interest representation services.

Recital 5: (5) Member States’ measures regulating transparency of interest representation activities are different from one another, in particular concerning the record-keeping and registration requirements which apply to entities carrying out interest representation. Some Member States have established mandatory registers aiming, in particular, at ensuring transparency. Others have established voluntary registers, whereas some Member States have no registers for interest representation. There are also considerable variations regarding the information provided for transparency purposes, including the type of information required, for instance about the interests represented or about the client. In some Member States information about interest representation must be updated on a regular basis whereas in others the information must be updated every time there is a change in the scope of the interest representation activity carried out.

Recital 6: (6) Even if such measures share the common goal of enhancing transparency and ensure democratic accountability, those differences create an uneven playing field and increase compliance costs for entities seeking to carry out interest representation activities in more than one Member State, thus deterring the development and provision of new interest representation activities in the internal market. Such conditions negatively impact economic operators and constitute obstacles to the provision of cross-border interest representation within the internal market, in particular, on behalf of third countries, which might be likely to seek interest representation in more than one Member State. This uneven playing field also directs cross-border interest representation activities away from more regulated Member States towards less regulated ones, leading to venue shopping. Smaller service providers are particularly challenged by the burdens of addressing different rules set out by different regulations at national level, and therefore particularly affected by this uneven playing field. Such regulatory arbitrage also presents an opportunity for third-country actors seeking to evade transparency requirements. It is essential, therefore, to streamline the rules governing the single market for the interest representation sector in particular with the aim of eliminating unjustified barriers and creating a level playing field in the Union, for the benefit of citizens and of entities that re…

Recital 7: (7) In the context of an increased awareness of attempts by certain third countries to influence democratic processes in the Union, some Member States are likely to develop new rules to ensure transparency of interest representation. The obstacles to the provision of such services in more than one Member State created by the fragmentation of the internal market for interest representation activities carried out on behalf of third countries are therefore likely to increase.

Recital 8: (8) The existing differences among national measures regulating the transparency of interest representation, which affect interest representation carried out on behalf of third countries, and the current context of increased awareness of the risks of interference in democratic processes, highlight the need to act at Union level to regulate the provision of interest representation services and engage in interest representation activities carried out on behalf of third countries across the Union, while ensuring a high level of transparency of such activities.

Recital 9: deleted

Recital 10: (10) By providing harmonised minimum transparency requirements applicable across the internal market, this Directive aims to establish a coherent framework to ensure transparency as regards interest representation activities conducted on behalf of third countries with the objective of influencing the development, formulation or implementation of policy, legislation, or public decision-making processes, in the Union.

Recital 11: (11) Providing common transparency and accountability standards and common reporting standards also addresses the need for reliable and consistent data, and in this way supports democratic accountability and a better common knowledge of interest representation activities. The need to ensure transparency of interest representation activities carried out on behalf of third countries is a legitimate public goal, in the light of the principles of openness and transparency which must guide the democratic life of the Union in accordance with the second paragraph of Article 1 and Article 10(3) of the Treaty on the European Union (‘TEU’), in conformity with the values shared by the Union and its Member States pursuant to Article 2 TEU, also supporting the exercise of citizenship rights.

Recital 11 a (new): (11a) Proportionate and targeted measures seeking to ensure a harmonised, transparent and more predictable legal environment for interest representation activities on behalf of third countries would benefit the entities involved, decision-makers and citizens. To that end, strong safeguards should be put in place to prevent potential negative impacts on the entities concerned, whilst ensuring full respect for fundamental rights and democratic principles and values.

Recital 11 b (new): (11b) Certain other countries have taken a different approach to that of the Union, which the Union has consistently condemned as disproportionate, discriminatory and unjustified. That approach consists of adopting laws that unduly restrict civic space by intimidating and stigmatising civil society organisations, journalists and human rights defenders in an attempt to curtail their activities. The labelling of targeted organisations as ‘foreign agent’ under such laws seeks to undermine their financial stability and credibility. In contrast to such ‘foreign agent laws’, this Directive does not negatively label the activities of specific entities, including civil society organisations, nor does it seek to limit civic space. Instead, it provides for transparency and democratic accountability requirements applicable to entities carrying out interest representation activities on behalf of third countries. Furthermore, this Directive does not ban any type of activity or require transparency of funding that is unrelated to interest representation activities carried out on behalf of third countries. This Directive therefore does not cover entities that receive financial support from other Member States, or from third country entities for purposes unrelated to interest representation activities within the meaning of this Directive.

Recital 11 c (new): (11c) The measures set out in this Directive are proportionate and limited to what is necessary to ensure transparency of interest representation activities carried out on behalf of third countries. They do not impose, therefore, requirements on entities merely because they receive funding from abroad. In view of the need to focus on increased transparency when entities carry out interest representation activities on behalf of third countries in the internal market, this Directive sets out obligations to ensure that the data made publicly available is presented in a factual and neutral way and that competent national authorities act in such a way that no adverse consequence, such as stigmatisation, arises from the fact that an entity has registered in accordance with the rules provided for by this Directive. The provisions of this Directive fully comply with fundamental rights and respect the principles recognised in particular by the Charter of Fundamental Rights of the European Union (‘the Charter’), including the freedom of expression and information, the freedom of assembly and association, the freedom of scientific research, including academic freedom, the right to the protection of personal data, the right to an effective remedy and the freedom to conduct a business. By achieving a common level of transparency in relation to interest representation carried out on behalf of a third country, the measures set out in this Directive strengthens the democratic rights of citiz…

Recital 13: deleted

Recital 14: deleted

Recital 14 a (new): (14a) In order to avoid potential conflicts of interest and to further safeguard the integrity and impartiality of the development, formulation and implementation of policies, law or public decision-making processes in the Union, individuals who have exercised high-level public functions, including holding government office or a parliamentary mandate, should not engage in interest representation activities on behalf of third countries before a sufficient and appropriate cooling-off period has elapsed.

Recital 15: (15) The harmonised transparency requirements of this Directive should not affect national rules on interest representation activities for entities other than third country entities, nor should they affect the substantive content of such activities nor the substantive rules applicable to public officials when they interact with entities carrying out interest representation activities.

Recital 16: (16) In order to harmonise minimum transparency requirements and ensure their correct application, it is necessary to provide for a common and exhaustive definition of interest representation. To ensure the correct application of the harmonised transparency requirements, the concept of interest representation activities should have a broad meaning. It should cover activities carried out with the objective of influencing the development, formulation or implementation of policy or legislation, or public decision-making processes, including by impacting public opinion, in the Union and its Member States, including at regional and local levels.

Recital 17: (17) In order to determine the existence of a clear and substantial link between the services provided and the interest representation activities, account should be taken of all relevant factors, such as the content of the activity, the context in which it is conducted, its objective, the means by which it is carried out, or whether the activity is part of a systematic or sustained campaign. The activities covered should not be limited to activities with the objective to promote a change in a given policy, legislation or public decision-making process but should also cover activities aiming to maintain the status quo.

Recital 18: (18) Interest representation could be performed through activities such as organising or participating in meetings, conferences or events, contributing to or participating in consultations, parliamentary hearings or other similar initiatives, organising communication or advertising campaigns including through media, platforms, use of influencers in social media, preparing policy and position papers, legislative amendments, opinion polls and surveys, open letters and other communication or information material, including when it comes from think tanks or research institutions that are themselves acting as entities carrying out interest representation activities.

Recital 19: (19) In accordance with the principle of academic freedom and freedom of scientific research, enshrined in Article 13 of the Charter, interest representation should not cover research pursued by researchers in a subject of their choice, the dissemination of the findings of that research, or teaching and education activities that are conducted in accordance with the principle of academic freedom and institutional autonomy. Carrying out such activities should, therefore, not give rise to registration requirements under this Directive.

Recital 21: deleted

Recital 23: (23) The government or authorities of a third country may be behind the decision of an entity to seek interest representation. This may be as a result of control exercised by the government or public authorities of a third country over the entity. In order to determine whether an entity is ultimately controlled by a sponsor, it is necessary to take into account the factual and legal context in which it operates, the rights exercised over it by third parties, its contractual obligations and any other factors which, separately or in combination, indicate that, someone is able to exercise decisive influence over it. Such factual and legal elements may originate, in particular, from ownership, from the right to use all or part of the assets of an entity, or from rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an entity, or rights allowing a decisive impact over financial or strategic policies. These elements should collectively represent ways in which a sponsor is able to guide the strategic direction or the major decisions of an entity. Control may also result from situations where a third country government or authorities were behind the decision of the entity, in particular by giving instructions or directives. In order to capture such instances, the concept of third country entities acting as sponsor of interest representation activities should be understood as covering not only the central government and public aut…

Recital 24: (24) An interest representation activity should fall within the scope of this Directive if it is carried out on behalf of a third country sponsor. This means that it should cover interest representation services provided to third country sponsors. Furthermore, since a third country government may rely on entities whose actions can be attributed to it to carry out interest representation activities of an economic nature and thus comparable to an interest representation service, the Directive should also cover such activities. It may thus also cover in-house interest representation by third country sponsors. This Directive should cover interest representation activities carried out on behalf of third country sponsors directed to natural or legal persons or carried out or brought to the public domain in one or several Member States.

Recital 25: (25) This Directive should not cover activities supporting or aligned with the interests of a third country but without any link to that third country. This includes activities that constitute a manifestation of the freedom of expression and of the freedom to impart and receive information and ideas, or a manifestation of academic freedom, such as activities carried out by natural persons acting in a personal capacity, or journalists working for third country media whose actions cannot be attributed to a third country or do not qualify as interest representation as defined by this Directive. The provision of media services as defined in Article 2 of Regulation (EU) 2024/10834 of the European Parliament and of the Council and the provision of audiovisual media services as defined in Article 1 of Directive 2010/13/EU of the European Parliament and of the Council5 will not fall within the scope of application of this Directive. / 4 Regulation (EU) 2024/1083 of the European Parliament and of the Council of 11 April 2024 establishing a common framework for media services in the internal market (European Media Freedom Act) and amending Directive 2010/13/EU (OJ L 2024/1083, 17.4.2024, ELI: http://data.europa.eu/eli/reg/2024/1083/oj ).

Recital 26: (26) For the purpose of interest representation services provided to a third country sponsor, any consideration received in return for the interest representation service in question should be considered as remuneration for the purposes of this Directive. This could cover financial contributions, such as loans, capital injection, debt forgiveness, fiscal incentives or tax exemption, received in return of an interest representation activity. Remuneration could also include benefits in kind, such as the provision, construction and maintenance of office space in return for an interest representation service. In such situations, the interest representation services provider would be responsible for estimating the value of the benefit received, for example by using the market rate.

Recital 27: (27) The Court has held that the essential characteristic of remuneration lies in the fact that it constitutes consideration, namely a specific payment or remuneration, for the services in question. Contributions to an organisation, including in particular civil society organisations, such as contributions to its core funding or similar financial support, for example provided under a third country donor grant scheme, should not be considered as remuneration for an interest representation service where they are unrelated to an interest representation activity, that is, where the entity would receive such funding regardless of whether it carries out specific interest representation activities.

Recital 28: (28) To ensure a comprehensive and transparent overview of the amounts used for an interest representation activity as a whole, annual amounts should, for the purpose of this Directive, include the total annual remuneration received from the third country sponsor for the provision of an interest representation service, and where no remuneration is received, the estimate of the annual costs related to the interest representation activity carried out. For the same reasons, these amounts should include the costs for subcontractors and ancillary activities.

Recital 29: (29) Subcontractors may qualify as an entity carrying out interest representation on behalf of third country sponsors and thus fall within the scope of the obligations set out in this Directive. To reduce administrative burden and to avoid double-counting of remuneration, as well as to ensure information throughout a chain of contracts, entities carrying out interest representation activities should ensure that their contractual arrangements with subcontractors include information that the interest representation activity is carried out on behalf of a third country sponsor, as well as an obligation to pass on that information in cases where the activity is further subcontracted. On that basis, subcontractors should be exempted from the obligation to register and keep records, and where applicable, designate a legal representative, laid down in this Directive.

Recital 30: (30) To facilitate compliance with the registration requirements of this Directive, providers of interest representation services should be entitled to ask the entity on whose behalf the service is provided to declare whether it is a third country sponsor. Providers of interest representation services should make the best possible use of this right in order to make an informed choice enabling them to fully comply with the requirements set out in this Directive when exercising their activities.

Recital 31: (31) In order to support accountability and promote awareness of the third country interests they represent, entities carrying out interest representation activities on behalf of a third country sponsor should keep certain information. These records should include a description of the purpose of the interest representation activity, in particular the decision-making process it seeks to influence and the result it seeks to obtain. Records should also include the identity of the third country sponsor, which in cases where the sponsor is a natural person should be understood as the natural person’s full name. They should also include copies of contracts and financial arrangements behind the interest representation activity, as well as information or material constituting a key component of the activity, such as position papers shared with public officials.

Recital 32: (32) Entities carrying out interest representation on behalf of third countries should not be required to keep the personal data contained in those records longer than necessary to ensure that the supervisory authorities can carry out their supervisory and enforcement tasks. Any such records should be kept long enough to enable supervisory authorities to obtain, in justified cases, the records kept on the third country sponsor and the interest representation activity as well as the annually aggregated records.

Recital 33: (33) In order to allow for effective oversight, entities carrying out interest representation activities on behalf of a third country sponsor that do not have a place of establishment in the Union should be required to designate a legal representative established in the Union and ensure that their designated legal representative has the necessary powers and resources to cooperate with the relevant authorities.

Recital 34: (34) In order to provide for harmonised minimum transparency requirements across the internal market, entities carrying out interest representation activities on behalf of a third country sponsor should be required to register in national registers of a Member State where their main place of establishment is situated or where they carry out interest representation activities. These registers should be set up, operated and maintained by the Member States. Subsequent updates to an existing registration should also take place in that national register. Member States may make use of their existing national registers for the purpose of this Directive, provided that the requirements of this Directive are complied with. In order to respect national divisions of competence, Member States should be entitled to set up more than one such registers, which should be interoperable. In such cases, Member States should establish rules indicating in which national register entities carrying out interest representation activities on behalf of third countries should register. Logs of personal data processing activities within the national registers should not be kept longer than necessary to monitor the lawfulness of access to personal data and should therefore be limited to a year.