Changes from plenary report to adopted text

The European Parliament,

– having regard to Article 225 of the Treaty on the Functioning of the European Union,

– having regard to Articles 50 and 114(1) of the Treaty on the Functioning of the European Union,

– having regard to Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I),

– having regard to Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters,

– having regard to Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC,

– having regard to Enrico Letta’s report of 17 April 2024 entitled ‘Much more than a market’,

– having regard to Mario Draghi’s report of 9 September 2024 entitled ‘The future of European competitiveness’,

– having regard to the opinion of the Committee on Legal Affairs on the proposed legal basis,

– having regard to Rules 47 and 55 of its Rules of Procedure,

– having regard to the report of the Committee on Legal Affairs (A10-0269/2025),

A. whereas enterprises, specifically small and medium enterprises (SMEs), start-ups and scale-ups, across the Union face regulatory frameworks which vary significantly from one Member State to another; whereas that regulatory diversity and the associated costs of navigating unfamiliar environments hinder the pan-European financing and scaling of companies;

B. whereas the Commission, in its communication entitled ‘The EU Startup and Scaleup Strategy’, has highlighted that fragmentation and lower growth perspectives push innovative companies to seek financing outside Europe;

C. whereas the global business environment increasingly demands agility, digitalisation and access to diverse markets and talent pools, something many Union companies currently struggle to achieve due to regulatory complexity and inconsistent frameworks;

D. whereas the Union, cautious to ensure that it is possible for companies to compete on equal terms, is to work, as provided for in Article 3(3) of the Treaty on European Union (TEU), for the sustainable development of Europe based on balanced economic growth and price stability, a highly competitive social market economy, aiming at full employment and social progress, and a high level of protection and improvement of the quality of the environment;

F. whereas the Union has already adopted legal frameworks for a European Public Limited-Liability company, a European Cooperative Society and a European Economic Interest Grouping; whereas those corporate forms are, however, not suitable for enabling start-ups and scale-ups to operate more efficiently in the internal market;

G. whereas facilitating easier access to capital and talent through a simplified and uniform legal framework will enhance the ability of SMEs, start-ups and scale-ups to compete globally, attract investment and contribute to job creation and social cohesion within the Union;

H. whereas it is necessary to ensure clarity and legal certainty for European and foreign investors by enabling them to invest cross-border while using harmonised rules;

I. whereas SMEs, start-ups and scale-ups need enhanced access to different forms of capital, cross-border mobility, scalability, highly skilled workers, scientific and research output, including data, public procurement, protection against ‘killer acquisitions’ and long-term investment strategies to thrive within the internal market;

J. whereas SMEs, start-ups and scale-ups, many of which are social enterprises and companies founded by young or first-time entrepreneurs, play a key role in driving innovation, creating social cohesion and contributing to sustainable economic growth, yet often face greater challenges in accessing finance, networks and specialised support; whereas cooperation with universities, research institutes and technology transfer offices can accelerate the lab-to-market process, facilitate access to expertise and infrastructure, and boost the commercialisation of research results;

K. whereas many start-ups and scale-ups in the Union are developing breakthrough technologies; whereas such start-ups and scale-ups are often acquired by foreign enterprises before they mature; whereas such acquisitions are often below the Union’s merger control thresholds;

L. whereas SMEs, which are central to the competitiveness of the Union, particularly family-owned businesses, face succession challenges; whereas employee financial participation models can foster economic perspectives for SMEs, start-ups and scale-ups, incentivise talent and address the succession gap where family succession is not viable and, thus, support long-term stability and growth;

M. whereas enhancing legal certainty and predictability for companies operating across Member States is essential to strengthening the Union’s position as a leading location for entrepreneurship, innovation and sustainable business development;

General principles

1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th legal regime for companies;

3. Is critical of the use of enhanced cooperation as referred to in Article 20 TEU and Article 329 TFEU for the purpose of establishing the 28th regime; underlines that such an approach risks fragmenting the internal market, contrary to the Union’s integration process;

4. Acknowledges the fact that harmonisation measures in company law, based on Articles 50 and 114(1) TFEU necessitate implementation in the national law of Member States; considers that a maximum harmonisation directive containing a clearly defined set of core matters, without prejudice to labour and social law, is necessary in this case in order to ensure that there are uniform rules in all Member States, without creating additional administrative or financial barriers for businesses;

5. Considers that the need for uniformity, efficiency, coherence and legal certainty, called for by economic operators, such as globally innovative SMEs, start-ups and scale-ups, and investors in the sector, makes it necessary to adopt a maximum harmonisation directive;

6. Calls on the Commission to assess the benefits of a coherent framework, including on taxation issues, with added value for start-ups and scale-ups, as part of the 28th regime package in order to attract international investments and support innovation and growth in the Union; stresses that the Commission should facilitate coordination and encourage best practices to reduce barriers that hinder cross-border operations, investment and the attraction of talent;

7. Considers that the 28th regime is a strategic step towards further deepening the internal market, thereby advancing European integration and competitive strength;

8. Reiterates that companies which voluntarily opt in to the 28th regime should be bound by its rules;

9. Emphasises that a company’s choice to opt in to the 28th regime must be automatically recognised in the national legal orders of all 27 Member States;

10. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for workers, their representatives and trade unions, and other vulnerable parties; underlines that the 28th regime must under no circumstances become a vehicle to undermine, reduce, weaken or circumvent existing levels of protection at Union or national level; insists that effective safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

11. Considers the establishment of a 28th regime fundamental for innovation, competitiveness and growth and believes that the proposal, along with the related regulatory and executive measures, should be adopted and implemented as quickly as possible;

The 28th regime legal framework

12. Is of the opinion that the 28th regime should mainly concern company law rules and that only limited liability companies not listed on the stock market should be able to participate in it; considers that the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms;

13. Proposes naming the corporate form covered by the 28th regime ‘Societas Europaea Unificata’ (S.EU - Unified European Company), which entails adding the abbreviation ‘S.EU’ to existing national corporate form abbreviations;

14. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of labour and social law, including rules on employee participation as defined in Article 2, point (k), of Directive 2001/86/EC and rules on collective agreements applicable in the place of employment; stresses that S.EUs must be subject to the same Union and national rules on insolvency and must not derogate from any rules granting workers preferential protection in insolvency proceedings;

15. Highlights the need for simple and digital company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an S.EU to be completed digitally within 48 hours, while ensuring legal certainty; calls for the compulsory integration of digital tools for submitting company documents and disclosing information online throughout the lifecycle of the S.EU and for the full implementation of the ‘once only’ principle for the registration and administration of an S.EU; calls for the possibility of allowing digital procedures, such as digital meetings for general assemblies and board meetings;

17. Calls for the creation or integration into existing structures of a uniform Union-level digital portal to serve as a direct entry point for S.EUs, complementing and extending 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; stresses that the digital portal should not replace the existing national incorporation rules but, rather, serve as a common portal on which all information necessary for investors would be aggregated; stresses that the digital portal must be easily accessible, allowing for seamless access to national business registries, and should build on or, where appropriate, revamp the existing e-Justice portal; calls for the digital portal to serve as a platform that facilitates secure digital processes, capable of storing documents as well as national certifications, which could later be recognised in all Member States in order to enable the portability of certifications, supporting the ‘prove-it-once’ principle; stresses that the digital portal should enable verifiable credentials, the e-signature of documents, the sale and allocation of shares, the creation and adoption of board resolutions and the provision of e-invoicing services; underlines that the digital portal must be multilingual and support cross-border operability; highlights that such digital tools will enhance legal certainty, reduce administrative burdens and promote the seamless operation of companies within the internal market;

18. Calls for the further development and adaptation of a single Union company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud, money laundering and tax evasion; stresses that that would enable companies to securely store and share verifiable credentials with authorities across the Union; encourages the Commission to work on interoperability with global initiatives for company identifiers;

19. Considers that the possibility to register as an S.EU should take into account the diversity of business models and not be limited to a new category of ‘innovative companies’ or to other limiting factors; warns that creating such a new category would add unnecessary red tape; clarifies that it should only be possible for natural or legal persons who are resident or established in the Union to establish an S.EU;

20. Considers that the S.EU should serve as a corporate form for single entities and for uniform group management and considers that it should be possible for an S.EU to operate as a parent company or as a subsidiary company of an S.EU parent company;