Changes from plenary report to adopted text

RemovedArticle 14 – paragraph 2 – point b: (b) justified by overriding reasons of public interest; and

Added(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; [Am. 44]

RemovedArticle 14 – paragraph 2 – point c: (c) appropriate for the attainment of the objective pursued, do not go beyond what is strictly necessary and the impact of the restriction on an ECBA is proportionate to the objective pursued.

Added(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; [Am. 45]

RemovedArticle 15 – paragraph 1 – point g – introductory part: (g) the following restrictions on the exercise of economic activities, whether carried out on a regular or on an occasional basis, unless such prohibition would allow the ECBA to access a different preferential status:

Added(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. [Am. 46]

RemovedArticle 15 – paragraph 1 – point g a (new): (ga) restrictions or additional requirements regarding the participation in matters of public debate, whether carried out on a regular or on an occasional basis.

Added(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. [Am. 47]

RemovedArticle 16 – paragraph 3: 3. Member States shall ensure that the formation of an ECBA shall be executed by a written agreement between all of the founding members or by written minutes documenting the constitutive meeting signed by all founding members and duly verified if the applicable national law requires so for the legal entity identified in accordance with Article 4(4).

AddedArticle 3 European Cross-Border Association (ECBA)

RemovedArticle 17 – title: Conversion of non-profit entities into an ECBA

Added1. Each Member State shall establish in its legal system the legal form of the European cross-border association (ECBA). Member States shall ensure that an ECBA is a membership-based legal entity, constituted by means of voluntary agreement by natural persons that are Union citizens or legally resident in the EU or legal entities with a non-profit purpose legally established in the Union, with the exception of:

RemovedArticle 17 – paragraph 1: 1. Member States shall ensure that existing non-profit entities that are legally established in a Member State and which fulfil the requirements set out in this Directive, can convert into an ECBA within the same Member State.

Added(a) trade unions, and political parties, religious organisations and associations of such entities; [Am. 48]

RemovedArticle 17 – paragraph 3: 3. Member States shall ensure the conversion shall not result in the dissolution of the non-profit association that is converting or in any loss or interruption of its legal personality.

Added(b) persons who have been convicted of offences of money laundering, associated predicate offences, or terrorist financing;

RemovedArticle 17 a (new): Article 17a / Merger of existing non-profit entities into an ECBAs / 1. Member States shall ensure that two or more existing non-profit entities that are legally established in on or more Member States, can merge into an ECBA where: / (a) one or more non-profit entity, on being dissolved without going into liquidation, transfers all its assets and liabilities to another existing ECBA, being the acquiring ECBA; or / (b) one or more non-profit entity, on being dissolved without going into liquidation, transfers all its or their assets and liabilities to an ECBA that it or they form, being the newly established ECBA. / 2. Member States shall ensure that any merger is approved by the decision-making bodies of the merging non-profit entities. / 3. Member States shall ensure that mergers do not result in the dissolution or any loss or interruption of the legal personality of the acquiring ECBA and that legal continuity is unaffected in the event of a merger that results in a newly established ECBA. / 4. Member States shall ensure that all assets and liabilities are transferred to the acquiring or newly constituted ECBA, as applicable. / 5. Member States shall ensure that the merger shall take effect, as applicable, upon registration of the newly established ECBA in accordance with Article 19 or from the date from which the transactions of the acquired ECBAs are to be treated for accounting purposes as being those of the acquiring ECBA. / 6. Member States shall ensure that the entry…

Added(c) persons who are subject to measures that prohibit their activity in a Member State in connection with money laundering, associated predicate offences, or terrorist financing.

Change 2

ChangedArticle 18 – paragraph 1 – subparagraph 1 – introductory part:2. Member States shall ensure that an application for registration of an ECBA is submitted to theshall competenthave authoritya ofnon-profit thepurpose Memberand Stateany inprofits whichof thean ECBA intends to have its registered office. The application shall be submitted in theused sameexclusively formatfor the legal entity identified in accordance with Article 4(4) is required to use, and shall be accompanied by thepursuit followingof documentsits andobjectives, information,as provideddescribed in an official language ofits thatstatutes, Memberwithout Stateany ordistribution anyamong otherits languagemembersin allowedaccordance underwith theArticle law2(1), ofpoint that(c). Member[Am. State:49]

Change 3

RemovedArticle 18 – paragraph 1 – subparagraph 1 – point c: (c) the postal address of the intended registered office;

Added3. 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 based on citizenship or legal residence in the case of natural persons, or based on the location of their registered office in the case of legal entities.: [Am. 50]

RemovedArticle 18 – paragraph 1 – subparagraph 1 – point e: (e) the written agreement of the founding members or minutes of the constitutive meeting of the ECBA containing such an agreement, duly signed by the founding members, or the decision to convert referred in Article 17 or the decision to merge referred to in Article 17a;

Added(a) based on citizenship or legal residence in the case of natural persons; or [Am. 51]

RemovedArticle 18 – paragraph 3: 3. By way of derogation from the second subparagraph of paragraph 1, Member States may adopt rules allowing the competent authority to request documents or information additional to those referred to in paragraph 1 by written decision addressed to the person authorised to represent the ECBA referred to in Article 18(1), point (d), setting out a duly substantiated concern that the objectives described in the statutes of the ECBA would contravene Union law, including the values of the Union as enshrined in Article 2 TEU, or provisions of national law compliant with Union law, where those documents or information are necessary.

Added(b) based on the location of their registered office in the case of legal entities. [Am. 52]

Change 4

ChangedArticle 18 – paragraph 4: 4. Member States shall ensure that the application for registrationname of anthe ECBA including in casesshall ofbe conversionspreceded andor mergers,followed canby bethe submittedacronym online.‘ECBA’.

Change 5

RemovedArticle 19 – paragraph 4 – subparagraph 1 – point d: (d) the competent authority determines, after having taken the decision set out in Article 18(3) and assessed all documents and information provided in response to that decision, that the objectives described in the statutes of the ECBA would contravene Union law, including the values of the Union enshrined in Article 2 TEU, or provisions of national law compliant with Union law;

Added5. Member States shall ensure that the registered office of an ECBA shall be located in the Union.

RemovedArticle 19 – paragraph 4 – subparagraph 1 – point e: (e) where any person authorised to represent the ECBA referred to in Article 18(1), point (d) or any member of the executive body, has been convicted of a particularly serious criminal offence, and where this would constitute a threat to public order. In such cases, the ECBA shall be given reasonable time to rectify the situation.

AddedArticle 4 Rules applicable to ECBAs

RemovedArticle 19 – paragraph 5 a (new): 5a. Member States shall publish the registration procedure on the Single Digital Gateway established by Regulation (EU) 2018/1724of the European Parliament and of the Council*. / * Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1).

Added1. For all matters harmonised by this Directive, Member States shall ensure that an ECBA shall be governed by the measures transposing this Directive in the Member State it is registered in or operates.

RemovedArticle 20 – paragraph 1: 1. Each Member State shall designate a national register and responsible public body, for the purposes of registration of ECBAs pursuant to Article 19, and shall inform the Commission thereof.

Added2. For further matters that concern the establishment or operation of ECBAs, each Member State shall ensure that the national rules applicable to the most similar or most commonly used legal form of non-profit association in national law apply to ECBAs. [Am. 53]

RemovedArticle 20 – paragraph 2 – point a a (new): (aa) the annual reports of the ECBA, drafted in accordance with the national law applicable to the legal entity identified in accordance with Article 4(4);

Added3. The rules applicable to ECBAs under this Directive shall not affect the measures adopted by Member States on grounds of public policy and public security to prevent the risk of misuse of non-profit associations and to ensure transparency of certain capital movements when required by Union law or national law in compliance with Union law, where such measures are prescribed by law, are appropriate for the attainment of the objective pursued, do not go beyond what is strictly necessary and the impact of the measure on the ECBA is proportionate to the objective pursued. The application of these measures shall be based on a case-by-case assessment by the Member State's competent authorities. [Am. 54]

RemovedArticle 20 – paragraph 5: 5. Member States shall ensure that the documents and information referred to in paragraph 4 are publicly available until the end of the financial year following the dissolution of an ECBA.

Added4. By [two years... [one year after the entry into force of this Directive] and following consultation of stakeholders, including non-profit associations, each Member State shall identify the single most similar or most commonly used legal form of non-profit association in its domestic legal order as referred to in paragraph 2 and notify the Commission and the ECBA Committee referred to in Article 30, thereof and of the national rules that apply to that legal form. Member States shall notify the Commission and ECBA Committee without delay of any changes regarding the legal forms identified and of any changes to the rules applicable to them. Member States and the Commission shall make the notified information referred to in this paragraph publicly available. [Am. 55]

RemovedArticle 20 – paragraph 6: 6. Member States shall ensure that personal data are not retained in the register after the dissolution of an ECBA for longer than 5 years.

Added4a. The constitution of an ECBA, including through conversions or mergers, as well as the transfer of an office shall not be used to undermine workers’ or trade union rights, representation, consultation or working conditions nor creditors rights, in accordance with applicable Union and national law as well as collective agreements. [Am. 56]

RemovedArticle 21 – paragraph 1 – introductory part: 1. Member State shall ensure that the competent authorities issue the ECBA certificate, both digitally and in paper form within 5 days from the registration of an ECBA. Member States shall ensure that he ECBA certificate is recognised as evidence of the registration, its legal personality and legal capacity of the ECBA. The ECBA certificate shall include the following information:

AddedArticle 5 Legal personality and legal capacity

RemovedArticle 21 – paragraph 3: 3. To facilitate the use of the ECBA certificate in all Member States, harmonise its format and reduce the administrative burden for both Member States competent authorities and ECBAs, the Commission shall establish the template for the ECBA certificate and its technical specifications by means of an implementing act. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 29a(6).

Added1. Member States shall ensure that an ECBA acquires legal personality and legal capacity upon registration in accordance with Article 19. Member States shall recognise the legal personality and legal capacity of ECBAs registered in another Member State, without any further procedures or assessment or requiring any further registration. [Am. 57]

RemovedArticle 22 – paragraph 4 – point c: (c) when an ECBA has been declared insolvent or is subject to insolvency proceedings;

Added2. Member States shall ensure that an ECBA has the right to at least conclude contracts and perform legal acts, be a party to legal proceedings, own movable and immovable property, carry out economic activities, employ staff, receive, solicit and dispose of donations and other funds of any kind from any lawful sourcein line with Article 13, participate in public tenders, and apply for public funding. The ECBA shall be allowed to do so in accordance with this Directive and without the need to register in any Member State other than the home Member State or to fulfil additional administrative requirements other than those required of the legal form identified in accordance with Article 4(4). [Am. 58]

RemovedArticle 22 – paragraph 4 – point d: (d) where the persons authorised to represent the ECBA referred to in Article 18(1), point (d), any member of the executive body or the ECBA itself, if national law provides for this possibility, are the subject of proceedings for a particularly serious criminal offence, and where this would constitute a threat to public order. In such cases, a Member State shall proceed with the transfer of the registered office when the representative or member of the executive body has been replaced or where the proceedings have ended and they did not lead to a conviction.

AddedArticle 6 Statutes

RemovedArticle 23 – paragraph 1: 1. Without prejudice to any provisions in force more favourable to employees based on national or Union law, Member States shall ensure that the employees of an ECBA willing to transfer its registered office are informed of the potential transfer and entitled, in good time and at least one month before the meeting referred to in paragraph 2, to examine the draft of the decision approving the request for transfer of registered office referred to in paragraph 3, and to express their views.

Added1. Except for the rules laid down in paragraph 2 of this Article and in Articles 3, 7 and 8, the home Member State shall not lay down rules restricting an ECBA’s right to determine its rules of operation, including rules concerning internal management and governance structures, unless the restricting rules are:

RemovedArticle 23 – paragraph 1 a (new): 1a. Member States shall provide for an adequate system of protection of the interests of creditors to ensure that the creditors of an ECBA whose claims existed prior to the publication of the request for transfer referred to in paragraph 3a, can require the ECBA to provide them with appropriate safeguards. The provision of such guarantees shall be governed by the law of the Member State in which the ECBA had its registered office prior to the transfer. The system of protection of creditors provided for in accordance with article 86j of Directive (EU) 2017/1132 of the European Parliament and of the Council* shall apply mutatis mutandis. / * Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.06.2017, p.46).

Added(a) prescribed by law;

RemovedArticle 23 – paragraph 2: 2. Member States shall ensure that the transfer of the registered office needs to be adopted at a meeting of the decision-making body of the ECBA. That decision shall be taken by two thirds of the votes, representing at least half of all members.

Added(b) justified by overriding reasons in the public interest; and [Am. 59]

RemovedArticle 23 – paragraph 3 – point f: (f) a report explaining in detail the safeguards for creditors and employees that the ECBA has put in place, in accordance with Union law, national law and collective agreements.

Added(c) appropriate for ensuring the attainment of the objective pursued and, do not go beyond what is strictly necessary in order for it to be attainedand the impact of the restricting rules on an ECBA is proportionate to the objective pursued. [Am. 60]

Change 6

ChangedArticle2. 23Member –States paragraphshall 3ensure athat (new):the 3a.statutes Memberof Statesan shallECBA ensureare thatprovided thein requestwriting, forsubmitted ain transfercompliance ofwith aformal registeredrequirements officeapplicable canto bethe submittedlegal online,entity andidentified thatin anyaccordance requestwith isArticle published4(4), onand ainclude publiclythe availablefollowing website.information: [Am. 61]

Change 7

RemovedArticle 24 – paragraph 1 – introductory part: 1. Member States shall ensure that an ECBA shall only be dissolved by decision of its members and in accordance with its statutes.

Added(a) the name of the ECBA;

RemovedArticle 24 – paragraph 1 – point a: deleted