Changes from plenary report to adopted text

RemovedPRINCIPLES AND PRIORITIES

AddedArticle 15 Prohibited restrictions

RemovedIn addition to the amendments set out above, on behalf of the Committee, I would like to stress that these amendments are based on the following principles and priorities:

AddedMember States shall ensure that an ECBA is not subject to any of the following requirements:

RemovedI. Removing the existing barriers that the non-profit associations face with regard to the exercise of all internal market freedoms: despite the increasing numbers of cross-border associations and non-profit organisations in the Union, there is currently no harmonised European legislative framework allowing them to operate and organise themselves efficiently and effectively at cross-border level. Non-profit organisations that operate across the Union often face unjustified restrictions, which hinders their activities and discourages them from extending their missions across borders. Furthermore, the regulatory and administrative barriers that the cross-border associations encounter often create unnecessary excessive costs; a comprehensive set of measures should be put in place to ensure long-term predictable, fair, adequate and enabling environment for the non-profit associations that wish to engage in cross-border activities.

Added(a) requirements based directly or indirectly on nationality or residence of natural persons that are members of the ECBA or its executive body, except as provided for by this Directive;

RemovedII. Creating a level playing field for the non-profit associations operating in the internal market: the lack of approximation of practices 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, benefitting from public support measures and schemes and verifying and complying with requirements with regard to transparency duties. In order to achieve a fully functioning internal market, non-profit associations engaging in cross border activities should be given instruments and opportunities equivalent to those available to other organisational legal structures, thereby giving a European dimension to their organisation and activities and creating a favourable environment for their development. Removing the barriers for non-profit associations inside the internal market will lead to an increase in the services and products offered on the national markets, as well as more cooperation and competition. This will foster innovation and enhance quality for services and goods.

Added(b) a requirement of physical presence of members of the ECBA, its executive body or its decision-making body for the validity of any meeting;

RemovedIII. Enhancing and encouraging the use of digital technologies: the use of digital means can help reducing the administrative burdens linked to cross-border activities of non-profit associations, and ensure efficient administrative cooperation. Furthermore, the application of digital means could facilitate the enforcement of the rules. The possibilities offered by the digitalization should be fully exploited by the Member States in order to facilitate the excercise by the non-profit associations of their right to freedom of association and the right to freedom of mobility. To facilitate the registration process, including in the case of convertion, Member States should ensure that the application for registration may be submitted online. In addition, digital means should be used to facilitate and speed up, where possibe, the procedures and the administrative cooperation.

Added(c) a requirement to have its central administration or its principal place of operation in the same Member State as its registered office;

RemovedIV. Transparency of information: all non-profit associations should have access, including online access, to clear and easily understandable information on the conditions and procedures governing the formation, governance, registration, conversion and regulation of non-profit association, involved in cross-border activities. All administrative procedures should be clear and Member States should offer assistance services where and when necessary. Using standardised on-line procedures and entailing standardised information required for the registration of an european cross-border association is essential for the effective functioning of the internal market.

Added(d) a requirement whereby a host Member State subjects the recognition of an ECBA registered in another Member State to the condition of reciprocity as regards the recognition of its ECBAs in that other Member State;

RemovedV. Active participation: non-profit associations should be consulted about the introduction, review and implementation of any legislation, policies and practices that affect their operations, including with regard to transposition and implementation of this Directive's provisions. To that end, a regular and transparent civil dialogue should be established.

Added(e) a requirement for an ECBA to have been registered in the home Member State for a given period in order to operate in the host Member State;

RemovedVI. Reporting, evaluation and revision: based on the information provided by the Member States in accordance with Art. 31, the Commission shall present a report to the European Parliament and the Council on the implementation and application of this Directive no later than three years after the deadline for its transposition. That report shall analyse the impact of the measures, adopted in compliance with this Directive, on the proper functioning of the internal market, on non-profit associations, particularly on those operating in more than one Member State. The report shall also consider the adequacy and the proportionality of the measures and their impact on the third sector. Should the Commission find it necessary, the report may be accompanied by proposal for adapting the Directive to legal, technical and economic developments affecting the non-profit assosiations, consumer protection and to the proper functioning of the internal market. It should be ensured that additional laws and regulations, both on national and European level, are not unnecessarily burdensome on the organisations and are proportionate to the size of the organisations and the scope of activities. Thus, additional legislation should not result in disproportionate requirements or unduly restrict cross-border financing in line with the rules on free movement of capital laid down in the Treaties.

Added(f) a requirement of an authorisation or approval by a Member State authority as a condition for receiving donations from a source within the Union;

Added(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: [Am. 83]

Added(i) general prohibitions on carrying out economic activities;

Added(ii) allowing ECBAs to carry out economic activities only if such activities are linked to the objectives described in their statutes;

Added(iii) requiring that the pursuit of an economic activity is not the primary objective or activity of the ECBA;

Added(ga) restrictions or additional requirements regarding the participation in matters of public debate, whether carried out on a regular or on an occasional basis. [Am. 84]

AddedChapter 3 Constitution and registration

AddedArticle 16 Constitution

Added1. Member States shall ensure that an ECBA is constituted upon registration.

Added2. Member States shall ensure that an ECBA has a minimum of three founding members.

Added3. Member States shall ensure that the founding members express their intention to constituteformation of an ECBA either byshall be executed by a written agreement between themall of the founding members or by an agreement atwritten minutes documenting the constitutive meeting of the ECBA that is recorded in the written minutes; to that end, such an agreement or minutes shall be duly signed by theall founding members and duly verified if the applicable national law requires so for the legal entity identified in accordance with Article 4(4). [Am. 85]

AddedArticle 17 Conversion of non-profit associationsentities into an ECBA [Am. 86]

Added1. Member States shall ensure that existing non-profit associationsentities that are legally established in a Member State and which fulfil the requirements set out in this Directive, canthe Union may convert into an ECBA within the same Member State. [Am. 87]

Added2. Member States shall ensure that any conversion is approved by the decision-making body of the converting entity.

Added3. Member States shall ensure the conversion shall not result in the dissolution of the non-profit association that is converting or in any loss ofor interruption of its legal personality. [Am. 88]

Added4. Member States shall ensure that all assets and liabilities are transferred to the newly constituted ECBA.

Added5. Member States shall ensure that the conversion shall take effect upon registration of the newly constituted ECBA in accordance with Article 19.

Added6. Member States shall ensure that the entry concerning the non-profit association that has converted is removed from any register.

AddedArticle 17a Merger of existing non-profit entities into an ECBAs

Added1. 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:

Added(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

Added(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.

Added2. Member States shall ensure that any merger is approved by the decision-making bodies of the merging non-profit entities.

Added3. 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.

Added4. Member States shall ensure that all assets and liabilities are transferred to the acquiring or newly constituted ECBA, as applicable.

Added5. 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.

Added6. Member States shall ensure that the entry concerning the non-profit entities that merged, apart from the acquiring ECBA where applicable, are removed from any register. [Am. 89]

AddedArticle 18 Application for registration

Added1. Member States shall ensure that an application for registration of an ECBA is submitted to the competent authority of the Member State in which the ECBA intends to have its registered office. The application shall be submitted in the same format the legal entity identified in accordance with Article 4(4) is required to use, and shall be accompanied by the following documents and information, provided in an official language of that Member State or any other language allowed under the law of that Member State: [Am. 90]

Added(a) the name of the ECBA;

Added(b) the statutes of the ECBA;

Added(c) the postal address of the intended registered office and an electronic mail address; [Am. 91]

Added(d) the names and addresses, and any other information necessary in accordance with the applicable national law for their identification, of persons authorised to represent the ECBA in dealings with third parties and in legal proceedings and an indication whether those persons may do so alone or are required to act jointly;

Added(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; [Am. 92]

Added(f) a declaration by the members of the executive body that they have not been disqualified from serving as a board member on the comparable bodies of non-profit associations or of companies.

AddedMember States shall not require documents or information other than those listed in this paragraph.

Added2. Notwithstanding paragraph 3, Member States shall ensure that, for the purpose of registration, an application is complete when it contains the documents and information set out in paragraph 1.

Added3. 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. [Am. 93]

Added4. Member States shall ensure that the application for registration of an ECBA mayincluding in cases of conversions and mergers, can be submitted online. [Am. 94]

AddedArticle 19 Registration procedure

Added1. Member States shall ensure that registration of an ECBA takes place within 30 days from the submission of a complete application and is valid throughout the Union.

Added2. Member States shall ensure that the competent authority of the home Member State notifies, without delay, the competent authorities of all the other Member States of any new registration of an ECBA.

Added3. Where the information provided for the purposes of registration is incomplete or contains manifest errors, the competent authority shall ask the ECBA to complete or rectify its submission within a reasonable period of time, which shall not be less than 15 days from the date when the competent authority contacts the person authorised to represent the ECBA referred to in Article 18(1), point (d).

Added4. Notwithstanding paragraph 1 of this Article, Member States shall ensure that, upon receipt of a complete application pursuant to paragraph 1 of this Article, the competent authority verifies the application to register an ECBA and that it rejects it only where:

Added(a) the application fails to comply with the requirements set out in Article 3;