Changes from plenary report to adopted text

RemovedRecital 23: (23) Harmonisation throughout the Union of the key features of ECBAs’ legal personality and capacity and their automatic recognition across Member States and the registration procedure, without Member States laying down diverging rules on these issues, is an essential condition for ensuring a level-playing field for all ECBAs, required under the single market, and creating legal certainty. That may lead to cost reduction, improved access to the single market for associations, increased offer and quality of services and products, better cooperation and will foster innovation. The aspects of ECBAs’ activities that are not harmonised by this Directive should be governed by the national rules that apply to the single most similar or most commonly used legal form of non-profit association in national law. This applies, for example, with regard to national rules on the potential acquisition of a public benefit status or the application of employment legislation in accordance with the legislation in the Member State in which the relevant activities and operations take place. Such entities, independently of their name in the domestic legal order, should in all cases be membership-based and self-governed, have a non-profit purpose, and have legal personality. Self-governed in this context means having an institutional structure allowing the exercise of all internal and external organisational functions, and allowing the making of essential decisions to be carried out independently. To…

Added(9a) The heterogeneity of national laws and the lack of approximation of practices also leads to an uneven playing field due to the different market conditions and the diverse obstacles that non-profit organisations face in different Member States, for example when opening bank accounts, raising and accounting funds, including foreign funds, benefitting from public support measures and schemes and verifying and complying with requirements with regard to transparency duties. [Am. 7]

RemovedRecital 23 a (new): (23a) Associations are already permitted to acquire a public benefit status in all Member States, though the requirements for and implications of acquiring such a status are very diverse. Such preferential status, regardless of its exact denomination, entails a number of benefits. With regard to recognising or granting a public benefit status, different approaches exist in national rules throughout the Union. In some Member States, such legal status is connected, for example, with fiscal privileges or access to public funding, and associations can decide to acquire such status in addition to their legal form, provided that they satisfy specific requirements and depending on the jurisdiction in which they operate. For example, entities legally established in the form of an association can acquire the legal status and denomination of non-profit organisations, public benefit organisations, non-governmental organisations, civil society organisations, third sector organisations, charities, provided they satisfy the legal requirements for such a status and denomination. This Directive should not affect such preferential status and should promote the activities of associations irrespective of such status under national rules. The Commission should, however, assess in the future whether it is appropriate to further develop legislation to also regulate such status at Union level.

Added(10) The ability to access and channel funds and capital efficiently across borders is necessary in order to facilitate non-profit associations’ activities in the internal market. Cooperation and the exchange of best practices between non-profit associations from different States can help to increase the efficiency and impact of their actions at European level. By promoting common standards and a cohesive approach, red tape can be reduced and cross-border financial support encouraged in a more fluid and efficient way. This includes remuneration for economic activities, but also donations, inheritance, or other forms of funding. Different regulatory frameworks and existing restrictions in the Member States regarding receiving, soliciting donations, and similar contributions in whatever form result in fragmentation in the internal market and constitute a barrier to the functioning of the internal market. [Am. 8]

RemovedRecital 24: (24) The rules applicable to ECBAs under this Directive should be without prejudice to measures adopted by Member States to prevent the misuse of non-profit associations for public policy and public security reasons and to ensure transparency of certain capital movements, in the context of the fight against terrorism financing and money laundering, when required by Union law, or national law in compliance with Union law . Such measures should be legitimate and appropriate, not go beyond what is strictly necessary and the impact of the measure on the ECBA should be proportionate to the objective pursued. To ensure these safeguards are upheld, an application of these measures should be based on a case-by-case assessment by the Member State's competent authorities.

Added(11) Moreover, laws of certain Member States impose requirements regarding nationality or legal residence on members of non-profit associations or on members of the executive body of such non-profit associations. Such requirements should be eliminated in order to protect the exercise of freedom of establishment and freedom of association of EU citizens, which would encourage the active participation of Union citizens in various non-profit organisations, irrespective of their country of nationality or residence. [Am. 9]

RemovedRecital 26: (26) ECBAs should be able to decide freely on their rules of operation. Any limitation on this freedom imposed by a Member State should be applied in a general and non-discriminatory way, prescribed by law, justified by an overriding reason in the public interest, be appropriate and limited to what is strictly necessary, and the impact of the measure on the ECBA should proportionate to the objective pursued.

Added(11a) Taking into account their particular nature and their non-profit purpose, a large part of the activities of non-profit associations may be organised in a non-commercial way and thus be non-economic in nature. [Am. 10]

RemovedRecital 27: (27) Articles 52, 62 and 65 TFEU and relevant case law also apply to ECBAs. These TFEU Articles provide for the justification of measures restricting the freedom of establishment, freedom to provide services and free movement of capital on grounds including public policy, public security and public health. Furthermore, the concept of ‘overriding reasons in the public interest’ to which reference is made in certain provisions of this Directive has been developed by the Court of Justice in its case law. Measures by Member States that are liable to hinder or make less attractive the exercise of those Treaty freedoms should be permitted only where they can be justified by objectives listed in the Treaty or by overriding reasons in the public interest recognised by Union law. While no exhaustive definition exists, the Court of Justice has recognised that justifications are possible on various grounds such as public policy, public security and public health, the maintenance of order in society, social policy objectives, the protection of the recipients of services, consumer protection, the protection of workers, or the protection of creditors, provided that the other conditions are met. Such measures need, in any event, to be prescribed by law, appropriate and limited to what is strictly necessary, and the impact of the measure on the ECBA needs to be proportionate to the objective pursued. This is particularly relevant as many associations are active in the public interest areas m…

Added(12) The freedom of association is crucial for the functioning of democracy, as it constitutes an essential condition for the exercise of other fundamental rights by individuals, including the right to freedom of expression and information. As recognised in the Charter of Fundamental Rights of the European Union (CFR) and in the Convention for the Protection of Human Rights and Fundamental Freedoms (ECHR), freedom of association is a fundamental right. Furthermore, the essential role of civil society and representative organisations in contributing to democracy at all levels is considered a fundamental value of the Union, as recognised, in particular by Article 11 of the Treaty on European Union (TEU), and requires the existence of an open, transparent and regular dialogue. This implies therefore also that frameworks for such dialogue should be used for the implementation and application of this Directive. [Am. 11]

RemovedRecital 29: (29) In order to ensure that ECBAs are able to effectively perform their activities and ensure equal treatment vis-à-vis non-profit associations in national law, ECBAs should not be treated less favourably than the non-profit association of the single most similar or most commonly used legal form in the domestic legal order of the home Member State where it operates.

Added(13) It is thereforeimportant to ensure convergence at Union level and avoid any unnecessary fragmentation. Thus, it is necessary to put in place harmonised rules facilitating the pursuit of non-profit associations’ cross-border activities. Existing national rules on cross-border associations should be harmonised so that they allow those non-profit associations to take a legal form specifically designed to facilitate operations on a cross border basis. That legal form should be provided in Member State’s domestic legal orders through the adaptation of their respective rules on non-profit associations. This legal form, which is to be designated as the ‘European cross-border association’, (‘ECBA’), should be automatically recognised by all Member States and will allow non-profit associations to overcome the obstacles they face in the internal market, while respecting Member States’ traditions regarding non-profit associations. These are important steps towards the deepening and ultimately the completion of the internal market. [Am. 12]

RemovedRecital 30: (30) In accordance with the principles of equality and non-discrimination and to ensure the freedom of association, in the implementation and application of this Directive there should be no discrimination against any group or individual on any grounds, such as birth, age, colour, sex and gender, sexual orientation, gender identity, health conditions, immigration or residency status, genetic features, language, national, ethnic or social origin, political or any other opinion, membership of a national minority, physical or mental disability, property, race, religion or belief, or other status.

Added(13a) Non-profit associations are currently not automatically recognised when they operate in a country other than the one in which they are established, and often have to set up a new entity, concerning around 310,000 associations in the EU, with 185,000 more entities likely to engage in cross-border activities within a simplified framework. The ECBA statute should facilitate the cross-border activities of non-profit associations and their mobility. The accompanying certificate should provide them with this automatic recognition and enable them to develop their activities in other Member States, thus fully enjoy the benefits of the internal market. [Am. 13]

RemovedRecital 31: (31) To facilitate the cooperation among Member States and between Member States and the Commission, Member States should designate a competent authority responsible for the application of the rule transposing this Directive (‘competent authority’) and inform the Commission and the ECBA committee thereof. The competent authorities should keep in close contact with the Commission and the ECBA committee. The Commission should publish the list of competent authorities on a public website and update it without undue delay when changes occur. To have a comprehensive overview of the legal treatment of ECBAs in Member States, Member States should notify the Commission of the names and tasks of relevant authorities, other than the competent authorities, established or designated for the purposes of the national rules applicable to the single most similar or most commonly used legal form of non-profit association in national law, if applicable.

Added(14) Furthermore, allowing non-profit associations to fully enjoy the freedom of establishment in the Union via a single registration that would be valid throughout the Union and automatic recognition of their legal personality is directly related to, and necessary for, the functioning of the internal market and the possibility to effectively benefit from the rights derived from that freedom.

RemovedRecital 33: (33) In view of their non-profit purpose, ECBAs should be able to apply for funding from a public or private source in the Member State(s) in which they operate on a non-discriminatory basis. Therefore, the same rules should apply to the ECBA as those applicable to the single most similar or most commonly used legal form. There should be no restriction on the ECBA’s right to receive and provide funding, except where a restriction is prescribed by law, justified by an overriding reason in the public interest or where the Member State can prove that the ECBA flagrantly and repeatedly breaches the values of the Union enshrined in Article 2 TEU through its activities, where it is compliant with Union law, appropriate and limited to what is strictly necessary, and where the impact of the restriction on the ECBA is proportionate to the objective pursued.

Added(15) Trade unions and associations of trade unions should not be allowed to establish ECBAs, since they have a particular status in national law. It should however be possible for such organisations to become a non-founding member of an ECBA, if they choose to do so. [Am. 14]

RemovedRecital 35 a (new): (35a) In line with the right to freedom of expression and freedom of association, it is important to ensure that Member States do not limit the right to participation of associations in public life and public or political debate, which could concern for example the organisation of or participation in public interest advocacy or peaceful assembly. Such participation in the public or political debate should however not be meant to benefit any single particular political party or political candidate.

Added(16) Nor political parties and associations of political parties should be allowed to establish ECBAs, as they enjoy a particular status within national law and Union law as laid down in Regulation (EU, Euratom) No 1141/2014 of the European Parliament and of the Council. [Am. 15]

RemovedRecital 36 a (new): (36a) The possibilities offered by the digitalization should be fully exploited by Member States in order to facilitate the exercise of the freedom of association and establishment as well as in order to reduce the administrative burdens and compliance costs. To facilitate the registration process, including in the case of mergers and conversions, Member States should ensure that the application for registration may be submitted online. That should also apply to the requests for transfer of the registered office and notification for a change of information part of the ECBA certificate. Digital means should be encouraged also to facilitate and speed up, where possible, administrative procedures and cooperation.

Added(17) Churches and other religious organisations and philosophical or non-confessional organisations, within the meaning of Article 17 TFEU, as well as associations of these entities, should also not be allowed to establish an ECBA, due to the lack of Union competence to regulate their status, and due to them havinghave a particular status in national law, which should not be adversely affected by this Directive. Therefore, these entities should also be allowed to establish or become a member of an ECBA, if they choose to do so. [Am. 16]

RemovedRecital 38: (38) Member States should be entitled to require a registered ECBA to make a declaration, provide information, request or obtain authorisations for engaging in particular activities only where such requirements are (i) applied in a general and non-discriminatory way, (ii) prescribed by law, (iii) justified by overriding reasons in the public interest, (iv) appropriate and limited to what is strictly necessary, and the impact of the measure on the ECBA should proportionate to the objective pursued. Such requirements may be connected, for example, to the specificities of certain sectors, like healthcare. Where Member States provide for such additional procedures, this information should be made publicly available in a clear, easily accessible and comprehensible way, in order to ensure that an ECBA is able to comply with these requirements.

Added(18) The establishment of an ECBA should be the result of an agreement between natural persons that are Union citizens or legally resident third-country nationals, or legal entities established in the Union, except persons that have been convicted of offences concerning money laundering, associated predicate offences, or terrorist financing or are subject to measures that prohibit their operations in a Member State on the same grounds. In this regards a proportionate level of accountability, public reporting and the transparency of financing and governance structure should be ensured. In view of the non-profit purpose of the ECBA, where an ECBA is constituted by legal entities, they should also have a non-profit purpose. [Am. 17]

RemovedRecital 39: (39) To prevent fraud and to ensure the reliability of the relevant register, it is important that Member States verify the identity of the legal representatives of the ECBA. The verification of identity is particularly important, especially if the application for registration is conducted electronically. Due to the variety of different practices in Member States, the specific methods of verifying identity should remain in the prerogative of the Member State concerned. This approach provides the necessary flexibility to take account of the specific traditions, specificities and procedures of each Member State, while ensuring that security and authenticity standards are respected at Union level.

Added(19) The non-profit purpose of an ECBA should mean that, when a profit is generated by means of economic activities, it should be used only in pursuit of the objectives of the ECBA, as defined in its statutes, and may not be redistributed directly nor indirectly among its members, including members of its governing bodies, nor among its founders or any other private parties. The direct beneficiaries of organisations aimed at providing care services for individuals with specific social needs or health conditions, should not be considered to be private parties in this regard. Therefore, there should be an asset lock requiring that no distribution of assets to members is to take place, even in the event of dissolution. In the latter case, residual assets should be transferred in a disinterested manner, such as to other non-profit associations having the sameor a local authority to be used for a similar purpose. [Am. 18]

RemovedRecital 40: (40) While respecting the freedom of establishment and association, the registration of an ECBA should be denied in cases of failure to comply with the formal requirements for the registration, as laid down in this Directive, where the application is not complete or if the objectives described in the statutes contravene Union law or national law compliant with Union law. Furthermore, the registration must be rejected, if the application fails to comply with the basic requirements set out in this Directive to constitute an ECBA, namely the non-profit purpose, the minimum number of founding members and the cross-border element in terms of carrying out or having the objective of carrying out activities in at least two Member States and founding members with links with at least two Member States. Any refusal to register an ECBA should be made in writing and duly reasoned by the competent authority.

Added(20) In a society in which pluralism, non-discrimination, tolerance, justice, solidarity and equality between women and men prevail, ECBAs should pursue objectives that are compatible with the values enshrined in Article 2 of the Treaty on European Union (‘TEU’) such as the respect for human dignity, freedom, democracy, equality, the rule of law and respect for human rights, including the rights of persons belonging to minorities. In addition, it should not be possible to use ECBAs for terrorist financing, tax evasion, tax avoidance, money laundering or any criminal offences or illegal purposes.

RemovedRecital 41: (41) Member States should be required to establish a register or make use of an existing national register for the purposes of the registration and for maintaining and publishing information on ECBAs. This register should contain information about ECBAs and the submitted documents. As the information kept in the register may become outdated, Member States should ensure that the ECBA notifies any changes concerning the information on ECBAs to the competent authority and that the information held in the register is updated. In order to ensure transparency especially for members of an ECBA and its creditors, if applicable, the ECBA certificate, the liquidation and the dissolution of an ECBA are pieces of information that should be made publicly available until the end of the financial year following the dissolution of an ECBA. The interoperability solutions developed as part of the implementation of the Proposal for a Regulation of the European Parliament and of the Council laying down measures for a high level of public sector interoperability across the Union42 can further support Member States to move towards cross-border interoperability of their registers. To ensure that information about the existence of an ECBA is still available even after its dissolution, all data retained and stored in the register should be kept for at least 5 years after dissolution Any national or European requirements concerning the authenticity, reliability and the appropriate legal form of docume…

Added(20a) The values of the European Union enshrined in Article 2 of the Treaty on European Union should be respected both in the purpose and in the exercise of the activity of an ECBA, everywhere and at all times. To that end, the statutes of the ECBA should include a declaration that it will respect these values in its objectives and in the pursuit of its activities. [Am. 19]

RemovedRecital 44: (44) To harmonise the procedure of transfer of registered office of an ECBA, Member States should ensure that a transfer of registered office is decided by the decision-making body of the ECBA concerned. The ECBA should submit the request with the relevant documents to the competent authority of the Member State to which the transfer is to be made and inform in parallel the competent authority of its home Member State when submitting the request for transfer. One of the relevant documents in the event of a transfer would be a report explaining the safeguards for creditors and employees, if applicable under Union or national law. Member States should ensure that the preparation of such a report does not impose an excessive administrative burden. Where applicable, the proposed statutes of the ECBA should be amended according to the requirements of the national law of the Member State to which the ECBA requests the transfer. Upon transfer of the registered office, the ECBA becomes an ECBA under the national law of the new home Member State. This change of applicable law ensuing from the transfer of the registered office should not lead, in order to avoid duplications, the competent authority of the new home Member State to verify any element already verified during the registration in the previous Member State and harmonised by this Directive. The competent authority of the Member State to which the ECBA intends to transfer the registered office should reject the request of tran…

Added(21) The cross-border element of an ECBA is central. Therefore, an ECBA should carry out or have in its statutes the objective to carry out at least part of its activities across borders in the Union, in at least two Member States, and have founding members with links to at least two Member States, either based on citizenship or residence in the case of natural persons, or based on the location of their registered office in the case of legal entities. The notion of “cross-border” under the present Directive is without prejudice to this notion in other Union legislation. [Am. 20]

RemovedRecital 45: (45) In compliance with the freedom of assembly and of association, an ECBA should be dissolved only by decision of its members or by a decision of the competent authority of the home Member State. Where the dissolution of an ECBA is the result of a decision of its members, it should be taken by two-thirds of the votes representing at least half of the total of the members. The dissolution of an ECBA may be involuntary by decision of the competent authority of the home Member State of the ECBA, as a last resort. Therefore involuntary dissolution should only happen where an ECBA does not respect its non-profit purpose, or where its activities constitute a threat to public order, or a flagrant and repeated breach of the values of the Union enshrined in Article 2 TEU through its activities has been established under the condition that the dissolution is preceded by a risk assessment, that it is prescribed by law, appropriate and strictly necessary, and that the dissolution of the ECBA is proportionate to the objective pursued. In this case, the competent authority should communicate to the ECBA a formal comprehensively reasoned notice of its concerns and hear the ECBA in order to give the ECBA the opportunity to reply or rectify the situation within a reasonable period of time. Any decision for involuntary dissolution should be duly reasoned and include a comprehensive written justification.

Added(22) In order to ensure that ECBAs fulfil the objectives underlying their creation, the degree of harmonisation of the features and rights of an ECBA should be proportionate to the scale and scope of the identified problems non-profit associations face when engaging in cross-border activities.

RemovedRecital 46: (46) The dissolution of the ECBA should lead to its liquidation. The liquidation of ECBAs should be compliant with Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (EIR 2105)47 which requires that the law applicable to insolvency proceedings and their effects should be that of the Member State within the territory of which such proceedings are opened. In line with the non-profit purpose of ECBAs, any assets of a dissolved ECBA should be transferred to a non-profit entity carrying out an activity similar to one of the activities carried out by the dissolved ECBA or, transferred to a local authority which should utilise them for an activity or for the pursuit of an objective that is similar to one of the activities or objectives of the dissolved ECBA.

Added(23) Harmonisation throughout the Union of the key features of ECBAs’ legal personality and capacity and their automatic recognition across Member States and the registration procedure, without Member States laying down diverging rules on these issues, is an essential condition for ensuring a level-playing field for all ECBAs, required under the single market, and creating legal certainty. That may lead to cost reduction, improved access to the single market for associations, increased offer and quality of services and products, better cooperation and will foster innovation. The aspects of ECBAs’ activities that are not harmonised by this Directive should be governed by the national rules that apply to the single most similar typeor most commonly used legal form of non-profit association in national law. This applies, for example, with regard to national rules on the potential acquisition of a public benefit status or the application of employment legislation in accordance with the legislation in the Member State in which the relevant activities and operations take place. Such entities, independently of their name in the domestic legal order, should in all cases be membership-based and self-governed, have a non-profit purpose, and have legal personality. Self-governed in this context means having an institutional structure allowing the exercise of all internal and external organisational functions, and allowing the making of essential decisions to be carried out independently. To ensure transparency and legal certainty, Member States should notify the Commission and the ECBA committee of the single legal form of non-profit association that is most similar or most commonly used in national law and of theof those rules applicable to such legal form. [Am. 21]

RemovedRecital 47: (47) To enable an ECBA to prove that it has registered within a Member State and to further facilitate cross-border procedures and simplify and reduce formalities, the competent authorities should, as the final step of the registration process, issue a certificate (’ECBA certificate’) which contains the essential registration information, including the name of the association followed or preceded by the acronym 'ECBA', the address of its registered office, and the names of the legal representatives. To facilitate the use of this certificate in various Member States without additional adaptations or compliance costs, the Commission should establish a standardised template available in all languages of the Union. Therefore, in order to ensure uniform conditions for the implementation of this act, implementing powers should be conferred on the Commission to produce a standardised template including in relation to the technical specifications of the template. Those powers should be exercised in accordance with Regulation (EU) No 182/2011 of the European Parliament and of the Council48. Those implementing acts should be adopted in accordance with the examination procedure referred to in Article 5 of Regulation (EU) No 182/2011 of the European Parliament and of the Council.

Added(23a) Associations are already permitted to acquire a public benefit status in all Member States, though the requirements for and implications of acquiring such a status are very diverse. Such preferential status, regardless of its exact denomination, entails a number of benefits. With regard to recognising or granting a public benefit status, different approaches exist in national rules throughout the Union. In some Member States, such legal status is connected, for example, with fiscal privileges or access to public funding, and associations can decide to acquire such status in addition to their legal form, provided that they satisfy specific requirements and depending on the jurisdiction in which they operate. For example, entities legally established in the form of an association can acquire the legal status and denomination of non-profit organisations, public benefit organisations, non-governmental organisations, civil society organisations, third sector organisations, charities, provided they satisfy the legal requirements for such a status and denomination. This Directive should not affect such preferential status and should promote the activities of associations irrespective of such status under national rules. The Commission should, however, assess in the future whether it is appropriate to further develop legislation to also regulate such status at Union level. [Am. 22]

RemovedRecital 48: deleted

Added(24) To ensure that Member States have the appropriate tools to combat terrorism financing and ensure transparency of certain capital movements, The rules applicable to ECBAs under this Directive should be without prejudice to measures adopted by Member States to prevent the misuse of non-profit associations for public policy and public security reasons and to ensure transparency of certain capital movements, in the context of the fight against terrorism financing and money laundering, when required by Union law, or national law in compliance with Union law. Such measures should be legitimate and appropriate, not go beyond what is strictly necessary and the impact of the measure on the ECBA should be proportionate to the objective pursued. To ensure these safeguards are upheld, an application of these measures should be based on a case-by-case assessment by the Member State's competent authorities. [Am. 23]

RemovedRecital 49 a (new): (49a) In accordance with the right to good administration and the principles of efficiency and effectiveness of the public administrations, the transposition of this Directive should foster the simplification of administrative rules and the reduction of administrative costs and burdens. Member States should therefore ensure that the administrative procedures and obligations of ECBAs can be submitted online and that such procedures are easily accessible. Member States should make all the necessary information available and provide support for the administrative processes related to ECBAs.

Added(25) In order to remove legal and administrative barriers for non-profit associations operating in more than one Member State and ensure the functioning of the internal market, all Member States should automatically recognise an ECBA’s legal personality and legal capacity. This legal personality and the legal capacity should be granted upon the ECBA’s registration in a Member State.

RemovedRecital 49 b (new): (49b) In view of monitoring the implementation of this directive, the Commission should be assisted by the ECBA committee composed of representatives of the Member States. In line with the Union principles and article 2 TEU in particular, the composition of the committee should be balanced. The Committee should involve, as appropriate, other relevant Union bodies and committees and stakeholders in its work, such as the European Union Agency for Fundamental Rights and non-profit organisations. Public access to information on committee proceedings should be ensured in accordance with Regulation (EC) No 1049/2001 of the European Parliament and of the Council of 30 May 2001 regarding public access to European Parliament, Council and Commission documents.

Added(26) ECBAs should be able to decide freely on their rules of operation. Any limitation on this freedom imposed by a Member State should be applied in a general and non-discriminatory way, prescribed by law, justified by an overriding reason in the public interest, and be appropriate for ensuring the attainment ofand limited to what is strictly necessary, and the impact of the measure on the ECBA should proportionate to the objective pursued and not going beyond what is necessary for it to be attained. [Am. 24]

RemovedRecital 49 c (new): (49c) This Directive takes an important step in completing the single market and opening it up further to the non-profit sector. In light of this, the Commission is invited to assess in addition to this Directive the possible benefits and the feasibility of complementing this Directive by measures to support a regular, meaningful and structured dialogue with civil society and representative organisations, of a similar European regulatory framework with regards to foundations.

Added(27) Articles 52, 62 and 65 TFEU and relevant case law also apply to ECBAs. These TFEU Articles provide for the justification of measures restricting the freedom of establishment, freedom to provide services and free movement of capital on grounds including public policy, public security and public health. Furthermore, the concept of ‘overriding reasons in the public interest’ to which reference is made in certain provisions of this Directive has been developed by the Court of Justice in its case law. Measures by Member States that are liable to hinder or make less attractive the exercise of those Treaty freedoms should be permitted only where they can be justified by objectives listed in the Treaty or by overriding reasons in the public interest recognised by Union law. While no exhaustive definition exists, the Court of Justice has recognised that justifications are possible on various grounds such as public policy, public security and public health, the maintenance of order in society, social policy objectives, the protection of the recipients of services, consumer protection, the protection of workers, or the protection of creditors, provided that the other conditions are met. Such measures need, in any event, to be prescribed by law, appropriate for ensuring the attainment ofand limited to what is strictly necessary, and the impact of the measure on the ECBA needs to be proportionate to the objective in question and not go beyond what is necessary to attain that objectivepursued. This is particularly relevant as many associations are active in the public interest areas mentioned in this recital. [Am. 25]

RemovedArticle 2 – paragraph 1 – point c: (c) “non-profit purpose” means that, regardless of whether the association’s activities are of an economic nature or not, any profits generated are used only in pursuit of the objectives of the ECBA as defined in its statutes and not to be distributed among its members, including members of its governing bodies, nor among founders or other private parties, in a direct or indirect manner;

Added(28) In order to ensure a common and appropriate approach to governance across the Union, ECBAs should comprise a decision-making body meaning the body which gathers all members, which is in some Member States traditionally referred to as the general meeting or general assembly. ECBAs should also comprise an executive body, which is in some Member States traditionally referred to as an executive committee or board of directors; the executive body should be in charge of the administration, management and conduct of the ECBA. It should also ensure compliance with the statutes of an ECBA and legal obligations, as well as represent an ECBA in dealings with third parties and in legal proceedings. The executive body of an ECBA should be composed of a minimum of three persons, be it natural persons or legal entities through their representatives.

RemovedArticle 2 – paragraph 1 – point d: (d) “non-profit association” means a legal entity under national law that is membership-based, self-governed, has a non-profit purpose, and has legal personality;

Added(29) In order to ensure that ECBAs are able to effectively perform their activities and ensure equal treatment vis-à-vis non-profit associations in national law, ECBAs should not be treated less favourably than the most similar non-profit association of the single most similar or most commonly used legal form in the domestic legal order of the home Member State where it operates. [Am. 26]

RemovedArticle 2 – paragraph 1 – point e: (e) “ECBA certificate” means a certificate issued by the competent authority of the home Member State, serving as evidence of the registration, legal personality and legal capacity of an ECBA.

Added(30) In accordance with the principle ofprinciples of equality and non-discrimination and to ensure the freedom of association, in the implementation and application of this Directive there should be no discrimination against any group or individual on any grounds, such as birth, age, colour, sex and gender, sexual orientation, gender identity, health conditions, immigration or residency status, genetic features, language, national, ethnic or social origin, political or any other opinion, membership of a national minority, physical or mental disability, property, race, religion or belief, or other status. [Am. 27]

RemovedArticle 2 – paragraph 1 – point e a (new): (ea) ‘particularly serious criminal offence’ means one of the offences listed in Article 2(2) of Council Framework Decision 2002/584/JHA, to be strictly interpreted by Member States and applied in a non-discriminatory way.

Added(31) To facilitate the cooperation among Member States and between Member States and the Commission, Member States should designate a competent authority responsible for the application of the rule transposing this Directive (‘competent authority’) and inform the Commission and the ECBA committee thereof. The competent authorities should keep in close contact with the Commission and the ECBA committee. The Commission should publish the list of competent authorities on a public website and update it without undue delay when changes occur. To have a comprehensive overview of the legal treatment of ECBAs in Member States, Member States should notify the Commission of the names and tasks of relevant authorities, other than the competent authorities, established or designated for the purposes of the national rules applicable to the single most similar or most commonly used legal form of non-profit association in national law, if applicable. [Am. 28]

RemovedArticle 3 – paragraph 1 – point a: (a) trade unions and political parties;

Added(32) In accordance with the right to an effective remedy and to a fair trial as laid down in Article 47 CFR and Article 13 ECHR, decisions made by competent authorities in applying national provisions implementing this Directive should be subject to judicial review. Such judicial review should be available to ECBAs, as well as any other natural persons or legal persons, in respect of decisions made by competent authorities regarding ECBAs, including in cases of failure to act. The right to judicial review includes the right to a fair and public hearing within a reasonable time by an independent and impartial tribunal previously established by law according to the national law of the relevant Member State in compliance with Article 47 Charter of Fundamental Rights of the Union.

RemovedArticle 3 – paragraph 2: 2. Member States shall ensure that an ECBA shall have a non-profit purpose in accordance with Article 2(1), point (c).

Added(33) In view of their non-profit purpose, ECBAs should be able to apply for funding from a public or private source in the Member State(s) in which they operate on a non-discriminatory basis. Therefore, the same rules should apply to the ECBA as those applicable to the single most similar or most commonly used legal form. There should be no restriction on the ECBA’s right to receive and provide funding, except where a restriction is prescribed by law, justified by an overriding reason in the public interest, is appropriate for ensuring the attainment or where the Member State can prove that the ECBA flagrantly and repeatedly breaches the values of the objective pursued and does not go beyond what is necessary for it to be attained andUnion enshrined in Article 2 TEU through its activities, where it is compliant with Union law, appropriate and limited to what is strictly necessary, and where the impact of the restriction on the ECBA is proportionate to the objective pursued. [Am. 29]

RemovedArticle 3 – paragraph 3: 3. Member States shall ensure that an ECBA shall carry out or have in its statute the objective to carry out activities in at least two Member States and have founding members with links to at least two Member States, either:

Added(34) To ensure that ECBAs fully benefit from the internal market, ECBAs should be able to provide and receive services, as well as to engage in trade in goods without interference from Member States. Restrictions should be permitted only if they are prescribed by law, justified by overriding reasons in the public interest, and are appropriate for ensuring the attainment of the objective pursued and do not go beyond what is necessary in order for it to be attained. This should not affect provisions of other Union acts. This should include the provisions of Union acts that reinforce the fundamental freedoms, such as those laid down in Directive 2006/123/EC of the European Parliament and of the Council which guarantee the freedom of establishment and the freedom to provide services as well as the provisions of other Union acts which regulate specific economic activities ECBAs engage in.