Changes from plenary report to adopted text

15. Calls for a modular and pilot-based approach for the 28th regime with corporate law in the forefront; stresses that those modules must effectively reduce compliance complexity for participating companies, yet insists upon the adoption of a road map, regarding what should be added and when, to be known at the outset and continuously adjusted under a periodic democratic review process;

16. Emphasises in this context that, aiming to ensure (political) feasibility and in order to preserve Member States’ control over a substantial part of their tax policy as provided for under current legal frameworks, the scope of the tax module should be limited to, as a starting point, a subset of companies, such as cross-border growth-oriented start-ups and scale-ups, which typically generate only limited corporate income tax revenues for Member States; takes note of the Commission recommendation of 18 March 2026 establishing a definition of such companies using criteria such as their research and development (R&D) expenditure and size, which accompanied the ‘EU Inc.’ proposal;

17. Underlines that all tax incentives within the framework of the 28th regime must be fully compatible with State aid rules and designed in a way that avoids harmful tax competition, while ensuring a level playing field within the single market;

18. Reiterates that companies which voluntarily opt into the 28th regime and its tax module should be bound by its rules and that their choice to opt in must be automatically recognised by all Member States’ legal frameworks, allowing them to operate like any other nationally registered company in any Member State’s market; recalls that entry into the 28th regime should be optional, yet the exit from it should be mandatory upon the achievement of clearly defined criteria, including an initial public offering; highlights in this context that the non-discrimination principle vis-à-vis national company legal forms should be applied;

19. Notes that conditions of exit must be established for companies deciding to opt out on their own initiative, including notice requirements, possible minimum participation periods, and the entry into force of the withdrawal and that, once the relevant criteria for exit are met, sufficient time must be provided to allow for the necessary transformation of companies, ensuring a predictable and gradual transition while minimising the opportunities for regulatory arbitrage;

20. Acknowledges that legal form neutrality and fiscal non-discrimination are essential in ensuring sufficient demand for the regime; calls on the Commission, if necessary, to amend the EU acquis related to taxation, whether directly or indirectly, in order to ensure that companies operating under the 28th regime can fall within their own scope, and to simplify and further harmonise the procedures for accessing the benefits of those directives;

21. Is of the opinion that in the early stages of a company’s life cycle, speed and simplicity, without the need to establish separate legal forms in each of the Member States, are crucial to transform an innovative concept into a viable entity; stresses that for the 28th regime a single, fully digital registration at the One-Stop Shop, along with the provision of a single tax number, including fully standardised documentation, templates and a single tax-filing interface, and respecting an English-first principle for communication, without compromising the EU’s other official languages, should be set by default; recalls that the 28th regime should combine clear legal architecture, meaningful and ex ante quantifiable benefits to companies, and robust institutional support; highlights the synergies with the proposal on the establishment of European Business Wallets (COM(2025)0838), designed to establish a seamless and secure environment for digital interaction between economic operators and public sector bodies;

22. Notes that the One-Stop Shop, or alternatively a different central hub, should also function as a digital platform supporting companies throughout their life cycle within the 28th regime and its various modules; highlights that it should provide streamlined access to relevant regulatory, tax and administrative information across Member States, ensuring transparency and legal certainty, as well as including the possibility of incorporating, managing and dissolving activities;

23. Without prejudice to any further protective measures, emphasises that anti-tax avoidance measures laid down by current EU law must be applied thoroughly; stresses that only companies with real economic activities within the EU should have access to the tax module and that this module should not lead to the creation of shell or letterbox companies, as such practices undermine regulatory integrity, distort fair competition and erode genuine economic activity within the EU; underlines that the tax module should not become a tool for ‘tax shopping’ and must, under no circumstances, become a vehicle to unduly reduce or circumvent current levels of taxation at EU or national level;

24. Considers that a company for which infringement has been officially established of binding rules regarding fraud, tax, social security evasion or employee participation should be ineligible to opt in to the tax module;

25. Highlights that a transparent, accountable and efficient financial reporting framework is a necessity, and that the Single Accounting Standards should be applied by default for all companies operating under the 28th regime across all participating Member States, building on internationally recognised standards such as International Financial Reporting Standards where appropriate;

Taxing corporate income

26. Is of the opinion that the lack of corporate tax policy harmonisation represents a significant obstacle to cross-border economic activity within the EU, while also increasing risks of aggressive tax planning; proposes therefore that to provide a clear, effective and transparent tax regime, the future tax module should aim for a single consolidated corporate tax base for participating companies across the EU; recalls earlier initiatives, such as the Common Corporate Tax Base, the CCCTB, BEFIT, and the Head Office Tax System for SMEs model, and proposes that the tax module provide a uniform method for determining taxable income in line with OECD guidelines, thereby eliminating fragmentation in tax base calculation and reducing cross-border uncertainty; stresses that the tax module must not further limit the discretion of Member States to set corporate tax rates; stresses that the 28th regime should prioritise genuine consolidation in order to ensure the effective cross-border offset of losses, thereby incentivising cross-border investment;

27. Notes that, pointing towards the debt-equity bias reduction allowance proposal, the module should promote neutrality between debt and equity financing, so as to remove structural tax biases and strengthen equity-based investment, which is particularly important for start-ups and scale-ups relying primarily on equity financing in the early stages of their development;

28. Proposes that the 28th regime should seek to simplify tax administration and reduce cross-border uncertainty, including, where possible, by standardising tax returns, avoiding duplicative returns, and improving communication among tax authorities and the application of the ‘digital first’ principle;

29. Proposes that the consolidated tax base be appropriated among the Member States using a pre-agreed formula reflecting real economic activity, such as sales, labour, tangible assets and digital presence, replacing complex intra-group transfer pricing disputes within the regime with a transparent allocation method in line with OECD guidelines; stresses that this would be both a simplification and a tool to fight tax avoidance;

30. Recalls that tax rates must remain within Member States’ competence; notes, however, that they could be filed through a single filing interface;

31. Stresses that double taxation must be effectively prevented through, for instance, the uniform definition and classification of capital gains, intra-regime payments or the automatic mutual recognition of tax status;

32. Proposes that Member States should consider introducing special panels within their national courts dedicated to disputes regarding the tax module, and that it should be possible for such panels to conduct dispute resolution in English;

36. Calls for the development of a clear and transparent definition of beneficial ownership for tax purposes that would identify real owners of firms, or at least a comprehensible and broadly accepted set of criteria upon which withholding tax relief should be offered at source, and lengthy refund procedures should be avoided, yet maintained in situations when none of the criteria are met;

Employee taxation

37. Welcomes the Commission proposal for the optional use of EU employee stock options within the wider ‘EU Inc.’ proposal and in particular its principle that taxation should occur at disposal and benefit from the same tax treatment as applicable to other employee stock options or similar instruments under national law; believes, however, that the implementation of an EU employee stock option scheme should be mandatory under the tax module; notes that gains should be treated as capital income rather than employment income, therefore aligning employee incentives with long-term company growth and removing the distorting effect of upfront taxation; supports addressing the question of convertibility with stock options schemes across Europe to ease the conversion of existing companies to the 28th regime;

38. Stresses the role of employee share schemes and similar mechanisms in creating incentives for attracting talent and key personnel within such companies; highlights that key personnel include founders and other essential employees whose skills and expertise are critical to the company’s development; emphasises that a transparent, economically sound and predictable tax regime for such instruments is essential to retain these companies within the EU and to attract and retain talent on terms comparable to those available in other competing jurisdictions;

39. Calls for a standardised EU valuation method providing safe harbour rules to determine share and stock option value in non-listed companies, preventing retroactive reassessments and reducing legal uncertainty; considers that such valuations should be recognised by participating tax administrations unless abuse, fraud or manifest error is demonstrated;

41. Calls for targeted rules to ensure tax certainty for employees who move between Member States, during the period between the granting of employee equity and the sale of the underlying shares, including through streamlined one-stop digital employer reporting as well as the avoidance of double or multiple taxation at the point of sale of employee equity; stresses that any allocation of taxing rights should remain proportionate, simple and predictable;

Transfer pricing

42. Regrets that although all Member States have national legislation in line with OECD transfer pricing guidelines, the application of those guidelines remains divergent due to the absence of an EU transfer pricing directive; stresses that in order to prevent compliance costs from becoming a structural barrier to expansion, transfer pricing complexity should be substantially reduced; considers that there is a need to draw on elements of the CCCTB to provide a coherent basis for a unified European tax framework; proposes, within the tax module, that the Commission should clearly specify the transfer pricing rules applicable to companies opting into the 28th regime, and include coordinated safe harbours which should apply to routine intra-group services and low-risk transactions, and harmonised approaches that should apply to intellectual property licensing and cost allocation to limit disputes, while documentation requirements should be proportionate to company size and growth stage;

Access to capital

43. Calls for the harmonisation of capital gains definitions and treatment, as well as efficient mechanisms for the prevention of double taxation and to reduce cross-border uncertainty; suggests an assessment of the possibility of establishing a single digitally verified status of investors based on a set of common standards, to ensure that their eligibility is automatically recognised across all Member States in order to ease cross-border investments; is of the opinion that standardised investment instruments, including harmonised, convertible financing templates and model shareholder agreements, should be introduced to reduce transaction costs and legal uncertainty, while strengthening investor protection and market transparency;

44. Stresses that one of the goals of the new regime is to contribute to the development of a genuine EU capital market, enabling firms under its scope to obtain the necessary funding while maintaining their presence in the EU; underscores therefore the need to mobilise the high volume of savings in the EU towards the aforementioned investments, in particular by developing attractive and accessible investment products for retail investors, while preventing the risk of such savings being channelled towards non-EU jurisdictions; stresses that the tax module must facilitate the closing of the current funding gap in the EU;

45. Emphasises that the 28th regime should directly address structural obstacles that limit capital mobilisation in Europe; recalls that from an investor perspective, regulatory and prudential alignment must be ensured; considers that 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;

Tax incentives

46. Stresses that the tax module should introduce appropriate coordinated and strictly conditioned tax incentives focused on research, development and reinvestment; notes that a harmonised baseline for R&D incentives should establish common eligibility definitions and minimum standards across Member States, including but not limited to social conditionality, regular monitoring and evaluation tools of tax expenditure to ensure that: (i) they are fit for purpose; (ii) they are a cost-effective way of fostering innovation; and (iii) they have no unexpected or negative implications; emphasises that firms opting for the tax module should not be disadvantaged in accessing Member State programmes or incentives on the basis of their legal form;

47. Stresses furthermore that the design of R&D incentives under the tax module must be explicitly calibrated to align with the OECD Pillar Two global minimum tax framework, and in particular that the interaction with the Qualified Refundable Tax Credit rules must be addressed to ensure that firms under the scope of the tax module – which may have no current profits – can nonetheless fully benefit from the incentives without disproportionate administrative burden;

48. Recalls the need for strong stimulation of scale-up activities; believes that where reinvested profits are used for R&D, digitalisation or green innovation should be eligible to receive temporary additional deductions or tax deferrals, thus incentivising the redirecting of retained earnings towards productivity-enhancing investment rather than short-term distribution, in order to boost technological capacity and competitiveness; highlights that all incentives must be designed to remain transparent, simple and compliant with State aid rules;

Impact assessment, review and evaluation

49. Calls on the Commission to ensure a comprehensive review and, where necessary, revisions of tax aspects of the 28th regime at regular intervals, including the potential to add new module legislation to the regime, an assessment of its adoption rates among companies, particularly SMEs, start-ups and scale-ups, and of their development and economic growth, its alignment with evolving business and societal needs, its overall fitness for purpose and its effect on the EU’s competitiveness (international benchmarking); considers that the review cycle should occur every four years to ensure adaptability to new challenges;

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50. Instructs its President to forward this resolution to the Council and the Commission.