Changes from plenary report to adopted text

Added(b) the application is not completed or rectified within the period of time set out in paragraph 3 of this Article;

Added(c) the identities of the legal representatives of the ECBA could not be verified or have been ascertained to have been falsified;

Added(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; [Am. 95]

Added(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. [Am. 96]

AddedA decision refusing registration shall be in writing, duly reasoned and addressed to the person authorised to represent the ECBA referred to in Article 18(1), point (d).

Added5. Where the competent authority decides to reject the application or has not reached a decision within 30 days of the submission of the complete application, Member States shall ensure that that decision, or the lack of such decision, is subject to effective judicial review.

Added5a. Member States shall publish the registration procedure on the Single Digital Gateway established by Regulation (EU) 2018/1724 of the European Parliament and of the Council. [Am. 97]

AddedArticle 20 Register

Added1. Each Member State shall establish adesignate a national register and responsible public body, for the purposes of registration of ECBAs pursuant to Article 19, and shall inform the Commission thereof. [Am. 98]

Added2. Member States shall ensure that the following documents and information are stored in the register and up-to-date:

Added(a) the statutes of an ECBA;

Added(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); [Am. 99]

Added(b) a copy of the ECBA certificate pursuant to Article 21;

Added(c) 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(d) the liquidation and dissolution of an ECBA.

Added3. Member States shall ensure that registered ECBAs notify the competent authority of their home Member State about changes to the information held in the register within 30 days from such change.

Added4. Member State shall ensure that the following information is made publicly available in an online version of the register:

Added(a) the ECBA certificate pursuant to Article 21;

Added(b) the liquidation of an ECBA;

Added(c) the dissolution of an ECBA.

Added5. Member States shall ensure that the documents and information referred to in paragraph 4 are not publicly available for longer than 6 months afteruntil the end of the financial year following the dissolution of an ECBA. [Am. 100]

Added6. Member States shall ensure that personal data are not retained in the register after the dissolution of an ECBA for longer than 25 years. [Am. 101]

AddedArticle 21 Contents of the ECBA certificate

Added1. 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 the ECBA certificate is recognised as evidence of the registration of the ECBA, its legal personality and legal capacity. The ECBA certificate shall include the following information: [Am. 102]

Added(a) the unique registration number of the ECBA and the two-letter country code of the home Member State;

Added(b) the date of registration of the ECBA;

Added(c) the date of any transfer of the registered office of the ECBA

Added(d) the name of the ECBA;

Added(e) the postal address of the registered office, and the electronic mail address, of the ECBA;

Added(f) the objectives of the ECBA as set out in its statutes.

Added2. Upon notification from the person authorised to represent the ECBA referred to in Article 18(1), point (d) that the information listed in paragraph 1 of this Article has changed, Member States shall issue an updated ECBA certificate, both digitally and in paper form, within 5 days from the notification of those changes.

Added3. 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 30(2)29a(6). [Am. 103]

AddedChapter 4 Mobility

AddedArticle 22 Transfer of registered office

Added1. Member States shall ensure that an ECBA have the right to transfer its registered office from one Member State to another.

Added2. Member States shall ensure that the transfer referred to in paragraph 1 shall not result in the dissolution of the ECBA or the creation of a new legal person in the Member State to which its office is transferred. Member States shall ensure that the transfer of the registered office shall not affect any of the assets or liabilities of the ECBA existing before the transfer, including any terms contained in contracts, or credits, rights and obligations.

Added3. Member States shall ensure that the transfer takes effect on the date of the registration of the ECBA in the home Member State to which it is transferred.

Added4. By way of derogation to paragraph 1 of this Article, Member States shall ensure that the competent authority of the Member State to which the ECBA intends to transfer its registered office does not permit the transfer in any of the following cases:

Added(a) where the ECBA does not comply with the requirements of Article 3, paragraph 1, paragraph 2 or paragraph 3;

Added(b) where a decision referred to in Article 24(2) has been taken or where a reasoned notice referred to in Article 25(3) has been issued;

Added(c) when an ECBA has been declared insolvent or is subject to insolvency are pendingproceedings; [Am. 104]

Added(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 in the previous home 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. [Am. 105]

AddedArticle 23 Procedure of transfer of the registered office

Added1. 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 extraordinary 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 23, and to express their views. [Am. 106]

Added1a. 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. [Am. 107]

Added2. Member States shall ensure that the transfer of the registered office needs to be adopted byat a meeting of the decision-making body of the ECBA in an extraordinary meeting. That decision shall be taken by two thirds of the votes, representing at least half of all members. [Am. 108]

Added3. Member States shall ensure that the decision-making body of the ECBA submits a request for transfer of registered office to the competent authority of the Member State to which it wishes to transfer its registered office and informs the competent authority of its home Member State of that request. The request shall include the following:

Added(a) the decision of the decision-making body of the ECBA approving the transfer;

Added(b) the ECBA certificate;

Added(c) the proposed address of the ECBA’s registered office in the Member State to which it is transferred;

Added(d) the statutes of the ECBA, specifying, if applicable, its new name;

Added(e) the proposed date for the transfer;

Added(f) a report explaining in detail the safeguards for creditors and employees that the ECBA has put in place, in accordance with, if applicable under Union orlaw, national law and collective agreements. [Am. 109]

Added3a. Member States shall ensure that the request for a transfer of a registered office can be submitted online, and that any request is published on a publicly available website. [Am. 110]

Added4. Member States may adopt rules allowing the competent authority of the Member State to which the ECBA wishes to transfer its registered office to request documents or information additional to those set out in paragraph 3 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 provisions of national law of that Member State, where those documents or information are necessary to assess that matter.

Added5. Member States shall ensure that the competent authority of the Member State where the ECBA intends to transfer its registered office is authorised to decide on the request to transfer. That competent authority shall only be entitled to reject the request where:

Added(a) the requirements set out in paragraph 2 of this Article are not met;

Added(b) where the request does not include all the elements required under paragraph 3;

Added(c) where one of the situations set out in Article 22(4) occurs;

Added(d) the competent authority determines, after having taken a decision as set out in this paragraph and assessed all documents and information provided in response to that decision, that the objectives described in the statutes of the ECBA would contravene national law compliant with Union law.