Text · Comparison of two versions
Changes from plenary report to adopted text
A-10-2025-0269 → TA-10-2026-0002
- From
- A-10-2025-0269 Plenary report of 17 Dec 2025
- To
- TA-10-2026-0002 Adopted text of 20 Jan 2026
- Changes
- 31 changes to the text
- Paragraphs
- +5 added · −89 removed · 33 changed
More facts (3)
- Dossier
- 2025/2079(INL)
- Title (from)
- with recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies
- Title (to)
- The 28th Regime: a new legal framework for innovative companies
AI: What changed, in short Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
The versions differ only in formal points and wording: terminology is aligned, references updated, and punctuation corrected.1234 Two changes affect substance: the condition for employee participation rules and the fallback trigger are rephrased, altering the circumstances under which they apply.2324
The notes class 2 changes as substance, 18 as formal, 11 as wording only.
Changes that matter, 31
Changes to the text in document order — the ones the change notes describe. Cover page, renumbering and punctuation-only edits are left out (see “Every difference”); changes to citations and references stay in and are marked as formal in the notes.
Change 1
ChangedE. whereas a unified European corporate law system could be achieved more efficiently not only by means of a stand-alone legallegislative act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State, without those rules creating additional administrative or financial burdens or other types of obstacles to the development of businesses, especially SMEs;
AI: Note on change 1 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces "legal act" with "legislative act".
Change 2
Changed2. Stresses that a 28th regime must be ambitious in substance and in form; underlines that the rules concerning the 28th regime must be the same throughout the entire Union and that Member States should not be allowed to maintain or introduce, in their national law, provisions which diverge from those laid down in the legallegislative act on the 28th regime; considers the use of a regulation as the most appropriate measure to introduce a 28th regime; acknowledges that a maximum harmonisation directive could serve the same objective; is opposed to using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which could significantly delay the adoption of the legallegislative act on the 28th regime and jeopardise the ambition and coherence of the corporate form adopted under the 28th regime; insists on the use of a legal basis that will make it possible to adopt the legallegislative act on the 28th regime in the Council by qualified majority; considers, therefore, that the 28th regime might have to consist of a package of separate legislative proposals; acknowledges that the appropriate legal basis for corporate law matters is Article 50 and 114(1) TFEU; is of the opinion that a directive on the 28th regime needs to be a maximum harmonisation directive in order to achieve the objectives of the 28th regime;
AI: Note on change 2 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces "legal act" with "legislative act" in several instances.
Change 3
Changed16. Stresses that the creation of the S.EU should be fully integrated with the initiative to develop a European business wallet, which could also streamline and simplify digital identification and authentication as well as the management of essential company documents, thereby ensuring smooth digital interactions for S.EUs across Member States and facilitating cross-border operations; calls, in addition, for the full implementation and assessment of existing Union law regarding the use of digital tools in company law, in particular Directives (EU) 2017/1132 and 2009/102/CE,2009/102/EC, as well as for further digitalisation and automation of reports to authorities, which should be a core priority in the work on regulatory simplification in the Union;
AI: Note on change 3 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Corrects the reference from "2009/102/CE" to "2009/102/EC".
Change 4
Changed21. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an S.EU ;S.EU; underlines that the registered seat and the registered office may be in different Member States;
AI: Note on change 4 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes spacing by removing a space before the semicolon.
Change 5
Changed22. Calls for including optional forms of steward ownership, asset locks and different classes of shares, especially loyalty shares and dual-class shares, including veto shares, as part of the legislative proposal;proposal on the 28th regime; underlines that European innovative companies, in particular SMEs, start-ups and scale-ups, are in need of alternative paths for access to capital; stresses the need for alternative financing models in the early stages of the lifecycle of an S.EU; considers that entrepreneurs might want to protect themselves from ‘killer acquisitions’ to prevent the relocation of innovation, often supported by European public research funds, outside of the Union; considers merger regulation as insufficient to address that issue;
AI: Note on change 5 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds "on the 28th regime" and removes a semicolon, rephrasing the sentence.
Change 6
Changed24. Considers it necessary to include safeguards for the participation of employees, employees' representatives, or both, in the affairs of a company; understands participation as it is defined in Article 2, point (k), of Directive 2001/86/EC; reiterates that the S.EU should be treated in the same manner as comparable domestic companies by its home Member State and as comparable Union foreign law companies by any host Member State whilst ensuring that the artificial use of the S.EU with a view to circumventing current levels of employee participation protection in the law of the Member States is effectively prevented; underlines that the S.EU should be subject to the rules in force concerning employee participation, if any, in the Member State of employment; stresses that, accordingly, the S.EU must introduce, in accordance with the applicable national law of the place of employment, board-level employee representation rights once the number of employees of the companyS.EU exceeds any threshold, as laid down in the national law of the place of employment, for triggering board-level employee representation rights in that Member State; considers the reference to the negotiation procedure as laid down in Articles 3 to 7 of Directive 2001/86/EC as a fallback option, provided that employee participation rights which have already been established are not circumvented;
AI: Note on change 6 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces "company" with "S.EU" and removes "reference to the".
Change 7
Changed25. Stresses that the 28th regime should not lead to the creation of shelf-shelf S.EUs or an increase of letterbox companies, as such practices undermine regulatory integrity, distort fair competition and erode genuine economic activity within the Union; underlines that the 28th regime should be without prejudice to the rights of trade unions and employers’ organisations to negotiate collective agreements;
AI: Note on change 7 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes hyphenation from "shelf--" to "shelf".
Change 8
Changed30. Underlines that harmonised rules for employee financial participation are among the key demands of entrepreneurs that face difficulties in providing equal benefits to their employees across the internal market; highlights that the harmonised rules should be without prejudice to fiscal policy, but, rather, should allow for employees to have progressive stock options; considers that having such harmonised rules would enable employees to gain an ownership interest and directly benefit from their company’s success, fostering long-term loyalty, innovation and a fairer distribution of growth; emphasises that it is important for the Commission to establish guidelines on the valuation of equity and on vesting periods; notes in that context that taxation-related issues, that iswhich makingmake employee financial participation fiscally attractive, are both sensitive and critical to the success of attracting top talent, and therefore calls on the Commission to address such issues as part of the 28th regime package to ensure legal coherence and cross-border applicability;
AI: Note on change 8 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases "that is making" to "which make".
Show 23 more changes
Change 9
Changed32. Highlights that the legislative proposal on the 28th regime establishing an S.EU should in general bring clarity to European and foreign investors by enabling them to invest cross-border using harmonised rules;
AI: Note on change 9 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds "legislative" before "proposal".
Change 10
Changed34. Considers that the legislative proposal on the 28th regime should contain harmonised rules on equity-like debt instruments, including insolvency rules linked to those instruments, enabling investors to invest in a company without acquiring rights of control over that company;
AI: Note on change 10 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds "on the 28th regime" after "proposal".
Change 11
Changed36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswithscale-ups with research institutions to support spin-offs and knowledge transfer; underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;
AI: Note on change 11 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases "scale-upswith" to "scale-ups with".
Change 12
ChangedDispute Resolutionresolution
AI: Note on change 12 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes heading from "Dispute Resolution" to "Dispute resolution".
Change 13
Changed37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU sS.EUs to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to S.EU sS.EUs and that it should be possible for such special panels to conduct the dispute resolution in English;
AI: Note on change 13 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes plural from "S.EU s" to "S.EUs".
Change 14
Changed40. Requests that the Commission submit, by the first quarter of 20262026, on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto;
AI: Note on change 14 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after "2026".
Change 15
ChangedANNEX TO THE MOTION FOR A RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED
AI: Note on change 15 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes "MOTION FOR A" from the annex title.
Change 16 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedParliament proposes to call the corporate form covered by the 28th regime ‘Societas Europaea Unificata’ (S.EU) (Unified European Company). The rules for the S.EU must be the same in all Member States, and, in order to overcome fragmentation of the internal market, the Member States may not maintain or introduce, in their national law, any provisions diverging from those rules. To ensure a robust, ambitious and comprehensive regulatory framework, Parliament insists on adopting the S.EU with a legal basis that provides for the ordinary legislative procedure with a qualified majority in the Council. Parliament therefore opposes the use of Article 352(1) TFEU as a legal basis. Parliament is critical of the use of enhanced cooperation since a 28th regime would then only be applicable in a subset of Member States, which, instead of overcoming fragmentation of the internal market, would further fragment it and which would undermine the attractiveness of S.EUs, which would not, in such a case, be recognised within the entire Union. The 28th regime establishing the S.EU might have to be adopted by means of several legallegislative acts, rather than by a single comprehensive legallegislative instrument. In that case, each separate legislative proposal should provide the same safeguards when it comes to the protection of public interests such as labour law and worker and trade union rights. The corporate law elements of the regime will need to be adopted under Articles 50 and 114(1) TFEU, which are the only legal bases available for legallegislative acts in the area of corporate law that provide for the ordinary legislative procedure with qualified majority voting in the Council; Article 50 TFEU, however, only allow for the adoption of directives. Against that background the S.EU would not be an autonomous corporate form, but a national corporate form in all Member States that must consist of a set of essential elements that are harmonised by Union law,law in order to avoid gold plating and divergent national S.EUs which would go against the objective of the 28th regime. The abbreviation S.EU should be added to existing national corporate form abbreviations.
AI: Note on change 16 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces "legal" with "legislative" and fixes punctuation.
Change 17 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedThe existence of anAn S.EU should be automatically recognised in the national legal orders of all the Member States as a limited liability company.
AI: Note on change 17 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases "The existence of an S.EU should be" to "An S.EU should be".
Change 18 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedParliament is mindful of the risk that an automatically recognised S.EU could lead to the circumvention of mandatory domestic rules that protect workers, their representatives and trade unions, and other vulnerable parties as well as other public interests..interests. The S.EU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including rules on employee participation in the affairs of the company, and should contain safeguards that effectively prevent the abusive use of the S.EU.
AI: Note on change 18 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes punctuation from "interests.." to "interests.".
Change 19 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedTo facilitate the achievement of those objectives, a uniform Union-level digital portal that serves as a direct entry point for S.EUs should be created or integrated into existing structures and operated by the Commission. That portal should complement and extend the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a new separate or parallel register. The digital portal should not replace existing national incorporation rules but, rather, serve as a common platform on which all relevant information necessary for investors would be aggregated. Member States should therefore automatically transmit documents to the portal, ensuring recognition and seamless access for stakeholders. The platform should also provide information about national procedures and resources and give access to investor model documents for S.EUs, enable the verification of credentials, the e-signature of documents, the sale and allocation of shares, the creation and adoption of board resolutionsresolutions, and the provision of e-invoicing services. When using the digital portal to register an S.EU, a company must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.
AI: Note on change 19 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after "resolutions".
Change 20 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedThe Union-level digital portal for companies should make it possible to register as an S.EU and to search for a company registered as an S.EU. Registration, fillings and updates should be administered via the digital portal only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under theRegulation eIDAS(EU) Regulation.No 910/2014. The digital portal could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.
AI: Note on change 20 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Updates reference from "the eIDAS Regulation" to "Regulation (EU) No 910/2014".
Change 21 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedThe rules on S.EUs should be without prejudice to Union and national labour law including rules on the participation of employees, the employees’ representatives, or both, in the affairs of a company as defined in Article 2, point (k), of Directive 2001/86/EC. As a matter of principle, the S.EU should be treated by its home Member State in the same manner as the domestic limited liability company form that on which it is built and by any host Member State in the same manner as comparable Union foreign law companies, whilst ensuring that the artificial use of the S.EU with a view to circumvent current levels of employee participation protection in the law of the Member States is effectively prevented.
AI: Note on change 21 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes "the" before "employees’ representatives".
Change 22 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedThe law applicable to individual employment contracts continues to be determined exclusively under Article 8 of Regulation (EC) No 593/2008 and the jurisdiction over individual employment contracts continues to be determined under Section 5 of Chapter II of Regulation (EC)(EU) No 1215/2012, including the relevant case law of the Court of Justice of the European Union. Accordingly, the choice of the parties may not deprive employees of the protection afforded to them by mandatory provisions that cannot be derogated from by agreement.
AI: Note on change 22 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes "(EC)" to "(EU)" in Regulation No 1215/2012.
Change 23 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedRegarding employee participation, the S.EU must be subject to the rules in force concerning employee participation, if any, in the Member State of the registered office. However, if an S.EU conducts an economic activity which entails employment in another Member State without setting up a branch, agency or subsidiary, the S.EU must be subject to the rules in force concerning employee participation, if any, in the Member State of the place of employment provided thatunless the legal order of the S.EU’s registered office does not provideprovides for at least the same level of board-level employee representation rights as required under the law of the place of employment. If necessary, the S.EU should adjust its Articlesarticles of Associationassociation accordingly.
AI: Note on change 23 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes condition from "provided that the legal order of the registered office does not provide for at least the same level" to "unless the legal order provides for at least the same level".
Change 24 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedWhere the applicable law cannot be determined in accordance with the principles set out in the previous paragraph, as a fallback option,option a negotiation procedure equivalent to that provided for in Articles 3 to 7 of Directive 2001/86/EC must be initiated once the number of employees reaches in at least one Member State any threshold triggering board-level employee representation rights in that Member StateState, whereprovided that an S.EU has not yet introduced employee participation or whereprovided that reaching the threshold implies changes to the existing employee participation.
AI: Note on change 24 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes fallback trigger from "where an S.EU has not yet introduced employee participation or where reaching the threshold implies changes" to "provided that an S.EU has not yet introduced employee participation or provided that reaching the threshold implies changes".
Change 25 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedIf an existing national company transforms into an S.EU, Articles 86l, 133 and 160l of Directive (EU) 2017/1132 must apply mutatis mutandis provided that already established employee participation rights are not circumvented.
AI: Note on change 25 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds "(EU)" to Directive 2017/1132.
Change 26 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
Changed the limitation of cross-border conversion into entities that have opted for the additional legal protection scheme, in particular for asset locks;locks.
AI: Note on change 26 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes punctuation from "locks;" to "locks.".
Change 27 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedAttracting skilled and innovative talent is crucial for driving economic growth, fostering innovation and maintaining competitiveness in a rapidly evolving global market. Productivity growth, innovation and social inclusion must go hand-in-hand. The S.EU framework should facilitate free movement within the Union, without the need for intermediaries in administrative processes, while respecting applicable Union and national rules on labour and social law. The S.EU should provide for optional harmonised rules across the Union on employee financial participation schemes, in particular on the structuring of employee stock ownership plans (‘ESOPs’), facilitated via a separate legal entityentity, and the creation of employee stock option plans (‘ESOs’). This will enable SMEs, start-ups and scale-ups not only to attract talent, incentivise long-term commitment and facilitate their operations across different national markets due to the design of existing distinct frameworks, but also to promote the full and fair participation of employees in the value they help create through their labour and intellectual capital. The harmonised rules on optional ESOPs and ESOs should focus on harmonising the key corporate law elements, framework and structural features of plans for employee financial participation, without affecting fiscal rules. The following principles must be taken into account when designing harmonised rules in the framework of the S.EU:
AI: Note on change 27 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after "entity".
Change 28 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
Changed such schemes must be accompanied by mechanisms to safeguard employees against unreasonable financial risks,risks.
AI: Note on change 28 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes punctuation from "risks," to "risks.".
Change 29 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedMember States should furthermore consider introducing a special panel within their national courts – either one panel within one specific court at the national level or one panel within one specific court in each federal entity, depending on the national judicial system in question. Such panels should be dedicated to resolving civil law disputes between companies relating to the S.EU corporate form, disputes arising from or in connection with the acquisition of S.EUs or shares in S.EUS.EU, and disputes between an S.EU and members of its management or supervisory board. Member States should ensure that proceedings before such panels can be conducted in English, provided that the parties involved consent.
AI: Note on change 29 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after "S.EU".
Change 30 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
Changed9. Impact Assessment,assessment, Reviewreview and Evaluationevaluation
AI: Note on change 30 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes heading from "Impact Assessment, Review and Evaluation" to "Impact assessment, review and evaluation".
Change 31 under “ANNEX TO THE RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED”
ChangedThe Commission should further ensure a comprehensive review and, where necessary, a revision of the 28th Regimeregime at regular intervals, including an assessment of its adoption rates among companies, in particular SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, the Union’s competitiveness, social protection and employmentemployment, and its overall fitness for purpose.
AI: Note on change 31 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes "Regime" to "regime" and adds a comma after "employment".
Sources & citation
Where the facts on this page come from, and how to cite it.
- Data source
- Licensed CC BY 4.0.
- Retrieved
- 25 September 2026
Cite as
European Parliament (2026). “Changes between A-10-2025-0269 and TA-10-2026-0002”. Text, 20 January 2026. from A-10-2025-0269, to TA-10-2026-0002, reference 2025/2079(INL). EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/A-10-2025-0269/compare/TA-10-2026-0002 (retrieved 25 September 2026). Data: European Parliament Open Data, https://data.europarl.europa.eu/ (CC BY 4.0).
BibTeX
@misc{epw-text-2026-01-20,
author = {{European Parliament}},
title = {{Changes between A-10-2025-0269 and TA-10-2026-0002}},
year = {2026},
date = {2026-01-20},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/A-10-2025-0269/compare/TA-10-2026-0002}},
url = {https://news.eu-parl.st-solutions.dev/texts/A-10-2025-0269/compare/TA-10-2026-0002},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. from A-10-2025-0269, to TA-10-2026-0002, reference 2025/2079(INL). Data: European Parliament Open Data (CC BY 4.0)}
}