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Amending Directives 2014/65/EU and (EU) 2022/2557 as regards the extension of certain mitigating measures available for small and medium sized enterprises to small mid-cap enterprises and further simplifying measures
Full title
Amending Directives 2014/65/EU and (EU) 2022/2557 as regards the extension of certain mitigating measures available for small and medium sized enterprises to small mid-cap enterprises and further simplifying measures
Document CJ12-AM-781388 · COM(2025)0502 – 2025/0131(COD)
- Kind
- Amendment list CJ12-AM-781388
- Date
- 10 December 2025
- Committee
- Committee on Economic and Monetary Affairs Committee on Civil Liberties, Justice and Home Affairs
- Dossier
- 2025-0131
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- COM(2025)0502 – 2025/0131(COD)
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| Text proposed by the Commission | Amendment |
|---|---|
| (3) On 12 September 2023, the Commission published the SME Relief Package6 , announcing its goal to help small and medium sized enterprises (‘SMEs’) compete and grow, by being attentive to the needs of enterprises that outgrow the thresholds of the SME definition7 , and those in the broader range of small mid-cap enterprises. Action 18 of this relief package announced that the Commission would ‘develop a harmonised definition for small mid-cap enterprises, build a dataset based on such definition and assess possible measures to support these enterprises in their growth (including potential application in adapted form of certain measures favouring SMEs)’. | (3) On 12 September 2023, the Commission published the SME Relief Package6 , announcing its goal to help small and medium sized enterprises (‘SMEs’) compete and grow, by being attentive to the needs of enterprises that outgrow the thresholds of the SME definition7 , and those in the broader range of small mid-cap enterprises. While exemptions and regulatory relief for small and new enterprises may be justified, creating new enterprise categories and adding complexity should generally be avoided, as regulatory exceptions can distort market incentives and weaken market integrity and transparency. Moreover, the dominant concern for SMEs across the EU regarding factors that limit their access to finance is interest rates and the high cost of financing7a. It seems unlikely that such concerns would be adequately addressed by establishing new enterprise categories. |
| 6 SME Relief Package (europa.eu). See also annex 3A to this report SME relief package policy tracker. | 6 SME Relief Package (europa.eu). See also annex 3A to this report SME relief package policy tracker. |
| 7 SMEs are defined as companies with under 250 employees, combined with an annual turnover up to 50 million euro or a balance sheet total up to 43 million - Recommendation 2003/361/EC - https://single-market-economy.ec.europa.eu/smes/sme-definition_en | 7 SMEs are defined as companies with under 250 employees, combined with an annual turnover up to 50 million euro or a balance sheet total up to 43 million - Recommendation 2003/361/EC - https://single-market-economy.ec.europa.eu/smes/sme-definition_en |
| 7a Survey on the access to finance of enterprises (Safe) https://op.europa.eu/en/publication-detail/-/publication/c64a5444-d48a-11ef-be2a-01aa75ed71a1/language-en |
| Text proposed by the Commission | Amendment |
|---|---|
| (4) Enterprises outgrowing the SME definition – the ‘small mid-cap enterprises’ (‘SMCs’) – play a vital role in the Union’s economy.8 They are prominently present in industrial ecosystems that are key to the competitiveness of the Union and its technological sovereignty, in fields including electronics, aerospace and defence, energy, energy-intensive industries and health. Around 20% of all small mid-cap enterprises were SMEs three years earlier9 . | deleted |
| 8 Study to map, measure and portray the EU mid-cap landscape - https://op.europa.eu/en/publication-detail/-/publication/ad5fdad5-6a33-11ed-b14f-01aa75ed71a1/language-en/format-PDF/source-277396461 | |
| 9 https://www.esri.ie/system/files/publications/BKMNEXT429.pdf |
| Text proposed by the Commission | Amendment |
|---|---|
| (4) Enterprises outgrowing the SME definition – the ‘small mid-cap enterprises’ (‘SMCs’) – play a vital role in the Union’s economy.8 They are prominently present in industrial ecosystems that are key to the competitiveness of the Union and its technological sovereignty, in fields including electronics, aerospace and defence, energy, energy-intensive industries and health. Around 20% of all small mid-cap enterprises were SMEs three years earlier9 . | (4) Enterprises outgrowing the SME definition – the ‘small mid-cap enterprises’ (‘SMCs’) – play a vital role in the Union’s economy.8 They are prominently present in industrial ecosystems that are key to the competitiveness of the Union and its technological sovereignty, in fields including electronics, aerospace and defence, energy, energy-intensive industries and health. Around 20% of all small mid-cap enterprises were SMEs three years earlier9 . Despite their importance for the Member States' economy and sovereignty, the administrative burden imposed upon them is the third biggest challenge for mid-caps in the EU, hampering their potential growth and their ability to thrive in the current globalised economy. 8a |
| 8 Study to map, measure and portray the EU mid-cap landscape - https://op.europa.eu/en/publication-detail/-/publication/ad5fdad5-6a33-11ed-b14f-01aa75ed71a1/language-en/format-PDF/source-277396461 | 8 Study to map, measure and portray the EU mid-cap landscape - https://op.europa.eu/en/publication-detail/-/publication/ad5fdad5-6a33-11ed-b14f-01aa75ed71a1/language-en/format-PDF/source-277396461 |
| 8a Study to map, measure and portray the EU mid-cap landscape - https://op.europa.eu/en/publication-detail/-/publication/ad5fdad5-6a33-11ed-b14f-01aa75ed71a1/language-en/format-PDF/source-277396461 | |
| 9 https://www.esri.ie/system/files/publications/BKMNEXT429.pdf | 9 https://www.esri.ie/system/files/publications/BKMNEXT429.pdf |
| Text proposed by the Commission | Amendment |
|---|---|
| (5) Compared to SMEs, SMCs tend to demonstrate a higher pace of growth, and level of innovation and digitisation. Nevertheless, where administrative burden is concerned, they face similar challenges as SMEs, leading to a need for proportionality in legislation and for targeted support. To enable the smooth transition of SMEs into SMCs, it is important to address in a coherent manner the cliff-effect that may arise once they outgrow the segment of SMEs and are faced with rules that apply to large enterprises. To make business easier for SMCs and reduce their administrative burden, a number of existing acts which provide for specific mitigating rules for SMEs should be adapted to extend the scope of those provisions and include SMCs. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (5) Compared to SMEs, SMCs tend to demonstrate a higher pace of growth, and level of innovation and digitisation. Nevertheless, where administrative burden is concerned, they face similar challenges as SMEs, leading to a need for proportionality in legislation and for targeted support. To enable the smooth transition of SMEs into SMCs, it is important to address in a coherent manner the cliff-effect that may arise once they outgrow the segment of SMEs and are faced with rules that apply to large enterprises. To make business easier for SMCs and reduce their administrative burden, a number of existing acts which provide for specific mitigating rules for SMEs should be adapted to extend the scope of those provisions and include SMCs. | (5) Compared to SMEs, SMCs tend to demonstrate a higher pace of growth, and level of innovation and digitisation. Nevertheless, where administrative burden is concerned, they face similar challenges as SMEs, leading to a need for proportionality in legislation and for targeted support. To enable the smooth transition of SMEs into SMCs, it is important to address in a coherent manner the cliff-effect that may arise once they outgrow the segment of SMEs and are faced with rules that apply to large enterprises. To make business easier for SMCs and reduce their administrative burden, a number of existing acts which provide for specific mitigating rules for SMEs should be adapted to extend the scope of those provisions and include SMCs, provided this does not dilute resources or prerogatives reserved for SMEs, such as financial support measures or access to funds, including the initiatives under the next Multiannual Financial Framework. Reducing administrative and reporting obligations is essential to strengthen the competitiveness of Union enterprises, in particular where such reductions have the greatest positive impact on innovation and digital transformation. Measures that deliver non financial relief to small and medium-sized enterprises and to small mid-cap enterprises should therefore be prioritised, especially in areas of key importance for innovation policy. |
| Text proposed by the Commission | Amendment |
|---|---|
| (5) Compared to SMEs, SMCs tend to demonstrate a higher pace of growth, and level of innovation and digitisation. Nevertheless, where administrative burden is concerned, they face similar challenges as SMEs, leading to a need for proportionality in legislation and for targeted support. To enable the smooth transition of SMEs into SMCs, it is important to address in a coherent manner the cliff-effect that may arise once they outgrow the segment of SMEs and are faced with rules that apply to large enterprises. To make business easier for SMCs and reduce their administrative burden, a number of existing acts which provide for specific mitigating rules for SMEs should be adapted to extend the scope of those provisions and include SMCs. | (5) Compared to SMEs, SMCs tend to demonstrate a higher pace of growth, and level of innovation and digitisation. Nevertheless, where administrative burden is concerned, they face similar challenges as SMEs, leading to a need for proportionality in legislation and for targeted support. To enable the smooth transition of SMEs into SMCs, it is important to address in a coherent manner the cliff-effect that may arise once they outgrow the segment of SMEs and are faced with rules that apply to large enterprises. In order to enhance the conditions for economic growth in the EU, two existing acts should be amended to make business easier for SMCs and reduce their administrative burden. Specifically, mitigating rules for SMEs in these two acts should be adapted to extend the scope of those provisions and include SMCs. |
Isabel Benjumea Benjumea, Markus Ferber, Lídia Pereira, Antonio López-Istúriz White, Regina Doherty, Christophe Gomart, Paulius Saudargas, Angelika Winzig, Dirk Gotink, Fernando Navarrete Rojas, Kinga Kollár
| Text proposed by the Commission | Amendment |
|---|---|
| (5 a) Whereas the proposals set out in this Omnibus should be accompanied by a set of complementary legislative measures aimed at supporting SMEs and small mid-caps, not only through regulatory simplification but also through the reduction of administrative burdens, the use of fiscal incentives, the strengthening of access to talent and skills, as well as the promotion and adoption of innovative technologies, in order to ensure that the regulatory framework effectively contributes to their competitiveness, growth and access to finance; |
| Text proposed by the Commission | Amendment |
|---|---|
| (5 a) The changes being applied in this Directive apply only and exclusively to the listed Directives and do not alter other EU legislation dedicated to SMEs or other type of enterprises. In the context of future revisions of EU legislation, careful case-by-case assessment, including the potential impact on people, the environment, and other enterprises, is necessary to determine whether the introduction of new separate regimes for SMCs is appropriate and desirable. |
| Text proposed by the Commission | Amendment |
|---|---|
| (6) Directive 2014/65/EU10 of the European Parliament and of the Council,contains certain provisions that aim at providing simplification or mitigating measures to SMEs. More specifically, those provisions aim at alleviating administrative burden and reducing or eliminating market entry barriers or draw Member States’ attention to the benefits that SMEs derive from dedicated guidance, support and assistance. Directive (EU) 2022/255711 of the European Parliament and the Council provides that Member States should support critical entities, including those that qualify as small or medium-sized enterprises, in strengthening their resilience. The Directive requires Member States to include in their resilience strategies a description of measures that are already in place at national level which aim to facilitate the implementation of the obligations of SMEs that were identified as critical entities. | (6) Directive 2014/65/EU10 of the European Parliament and of the Council,contains certain provisions that aim at providing simplification or mitigating measures to SMEs. More specifically, those provisions aim at alleviating administrative burden and reducing or eliminating market entry barriers or draw Member States’ attention to the benefits that SMEs derive from dedicated guidance, support and assistance. Directive (EU) 2022/255711 of the European Parliament and the Council provides that Member States should support critical entities, including those that qualify as small or medium-sized enterprises, in strengthening their resilience. The Directive requires Member States to include in their resilience strategies a description of measures that are already in place at national level which aim to facilitate the implementation of the obligations of SMEs that were identified as critical entities. This proposal represents only a first step to alleviate the regulatory burden of SMCs. |
| 10 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast) (OJ L 173, 12.6.2014, p. 349, ELI: http://data.europa.eu/eli/dir/2014/65/oj.) | 10 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast) (OJ L 173, 12.6.2014, p. 349, ELI: http://data.europa.eu/eli/dir/2014/65/oj.) |
| 11 Directive (EU) 2022/2557 of the European Parliament and of the Council of 14 December 2022 on the resilience of critical entities and repealing Council Directive 2008/114/EC (OJ L 333, 27.12.2022, p. 164, ELI: http://data.europa.eu/eli/dir/2022/2557/oj). | 11 Directive (EU) 2022/2557 of the European Parliament and of the Council of 14 December 2022 on the resilience of critical entities and repealing Council Directive 2008/114/EC (OJ L 333, 27.12.2022, p. 164, ELI: http://data.europa.eu/eli/dir/2022/2557/oj). |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission Recommendation 2025/1099 and cover enterprises that are up to three times the size of SMEs, it may, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. The introduction of a small mid-cap category should facilitate tailored measures for companies that have grown beyond SME status as defined in EU Recommendation 2003/361, while preserving the Union’s commitment to supporting SMEs as undertakings whose characteristics require enhanced access to resources and other support mechanisms. The establishment of a distinct category of small mid-cap companies should not affect the scope of specific provisions tailored to SMEs. Given that the majority of SMEs are micro-enterprises, whose characteristics and resources differ substantially from those of SMCs, Union law should continue to apply the “think small first” principle in order to ensure proportionality and adequate protection for the smallest companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. The definition of SMCs should remain without prejudice to the thresholds deemed appropriate in the State aid context. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. | (7) To ensure consistency and legal certainty, a definition of SMCs should be introduced in those acts that should apply where relevant in amended acts. While the definition of SMCs should in principle correspond to the definition in Commission recommendation – insert full title and reference) and cover enterprises that are up to three times the size of SMEs, it should, where appropriate, build on the definitions of SMEs that are already provided in the acts that are being amended, which were considered fitting by the legislators. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7 a) In order to ensure a coherent and evidence-based approach to the future extension of SME preferential measures to small mid-cap enterprises, it is necessary to establish a complete overview of all existing derogations, simplifications, exemptions and other preferential treatments granted to small and medium-sized enterprises across Union legislation. Such an inventory will serve as the factual basis for assessing, in subsequent legislative initiatives, whether and under which conditions those measures could be appropriately extended to small mid-cap enterprises. |
| Text proposed by the Commission | Amendment |
|---|---|
| (7 b) By 31 December 2030, and every three years thereafter, the Commission shall submit to the European Parliament and to the Council a report evaluating the impact of the amendments introduced by this Directive, including the effects on SMEs. |
| Text proposed by the Commission | Amendment |
|---|---|
| (8) Directive 2014/65/EU identifies a subcategory of multilateral trading facilities (‘MTF’) known as SME growth markets. Article 33 (3), point (a), of that Directive lays down specific conditions to ensure that those trading venues effectively benefit SMEs by facilitating their access to capital and the further development of specialist markets that cater for SMEs’ needs. That provision should be extended to include SMCs, to also allow those companies to access capital markets through those SME growth markets. | (8) Directive 2014/65/EU identifies a subcategory of multilateral trading facilities (‘MTF’) known as SME growth markets. Article 33 (3), point (a), of that Directive lays down specific conditions to ensure that those trading venues effectively benefit SMEs by facilitating their access to capital and the further development of specialist markets that cater for SMEs’ needs. |
Admission of financial instruments to an SME growth market is attractive because it provides issuers with regulatory relief, for example, through an exemption from the obligation to draw up an insider list. Extending these provisions to enterprises that are substantially larger is not warranted from the perspective of protecting market integrity. Moreover, such extensions might have unintended effects on the relationship between regulated markets and SME growth markets in member states with smaller markets.
| Text proposed by the Commission | Amendment |
|---|---|
| (8 a) The establishment of a distinct category of SMCs can serve to facilitate better access to capital markets for companies that have grown beyond SME status, without diluting the Union’s commitment to SME growth as the backbone of the European economy. Accordingly, the scope of provisions specifically tailored to SMEs apart from other categories should be clearly defined, including when budgetary allocations are made available to them under the Multiannual Financial Framework. Given that the majority of SMEs are micro-enterprises, the characteristics and resources of which differ substantially from those of small mid-caps, Union law should continue to apply the “think small first” principle in order to ensure proportionality and appropriate conditions for the smallest companies to scale, while not discouraging growth beyond the SME category due to the anticipation of higher compliance costs. |
| Text proposed by the Commission | Amendment |
|---|---|
| (8 a) The establishment of a distinct category of SMCs aims to improve access to financing and capital markets for small mid-cap enterprises, and for enterprises that have grown beyond SME status but still face comparable barriers that could translate into a barrier to growth. That new category should unequivocally not impact the scope or funding of Union measures dedicated to SMEs, nor alter the application of the “think small first” principle, essential to ensuring that micro- and small enterprises continue to benefit from proportionate obligations and targeted support within the Union’s legal framework. |
| Text proposed by the Commission | Amendment |
|---|---|
| (8 b) The establishment of a distinct category of SMCs can serve to facilitate better access to capital markets for companies that have grown beyond SME status. This must not divert the Union’s commitment to supporting SMEs as the backbone of the European economy. Accordingly, the creation of the SMC category should not affect or reduce the scope of specific provisions tailored to SMEs. Specifically, the budgetary allocations made available to SMEs shall not be extended to EU funding under the Multiannual Financial Framework. Given that most SMEs are micro-enterprises, the characteristics and resources of which differ substantially from those of small mid-caps, Union law should continue to apply and prioritise the “think small first” principle in order to ensure proportionality and adequate protection for the smallest companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| (8 c) From a business perspective, simplification can only be improved if there are no negative implications for SMEs. Support for SMCs should not come at the expense of existing regulatory frameworks or support measures for SMEs. The changes proposed in Directive 2014/65/EU could have a direct impact on SMEs as well as investors, both retail investors and professional investors. Therefore, three years after (entry into force 2025/0131 (COD)), the Commission should publish a Report to assess the impact of including SMCs within the scope of SME Growth Markets. In particular, this report should assess whether these changes constitute possible entry barriers for SMEs into SME Growth Markets and whether it has affected the ability of SMEs to raise capital on SME growth markets. On this basis, the Commission could issue a revision of the rules determining the composition of SME Growth Markets. |
| Text proposed by the Commission | Amendment |
|---|---|
| (9) Directive (EU) 2022/2557 obliges the Member States to support critical entities that qualify as SMEs in strengthening their resilience. In doing so, Member States are to prevent excessive administrative burdens. To this purpose, Member States are to adopt strategies for enhancing the resilience of critical entities. Pursuant to Article 4 of that Directive, each strategy is to contain a description of measures that are already in place to facilitate the implementation of certain obligations by the SMEs that are identified as critical entities by the Member States. The scope of that provision should be extended to include SMCs, so that Member States should include a description of any facilitating measures for SMC in their strategies. | (9) Directive (EU) 2022/2557 obliges the Member States to support critical entities that qualify as SMEs in strengthening their resilience. In doing so, Member States are to prevent excessive administrative burdens. To this purpose, Member States are to adopt strategies for enhancing the resilience of critical entities. Pursuant to Article 4 of that Directive, each strategy is to contain a description of measures that are already in place to facilitate the implementation of certain obligations by the SMEs that are identified as critical entities by the Member States. The scope of that provision should be extended to include SMCs, so that Member States should include a description of any facilitating measures for SMC in their strategies. Pursuant to Article 4 and Article 10 of Directive (EU) 2022/2557, such measures should support compliance for SMEs and SMCs without undermining the uniform application of minimum resilience requirements or the objectives of that Directive. Member States should in particular focus on practical guidance, capacity-building, training and, where appopriate, financial support, as means to facilitate and strengthen compliance. |
| Text proposed by the Commission | Amendment |
|---|---|
| (9 a) Small and medium-sized enterprises (SMEs), including small mid-cap enterprises (SMCs), are key drivers of the Union’s competitiveness, innovation and job creation. The introduction of a distinct category of small mid-cap enterprises should ensure that businesses scaling beyond the size of an SME avoid a cliff-edge effect, and that existing mitigating and simplification measures they have been applying remain available, contrary to financial benefits that stay available only to small and medium-sized enterprises. This proposal should ensure that related Union legislation remains proportionate, reducing unnecessary burdens and supporting growth and investment of companies in the EU. |
| Text proposed by the Commission | Amendment |
|---|---|
| (1) in Article 4(1), the following point (13a) is inserted: | deleted |
| ‘(13a) ‘small mid-cap enterprises’, for the purposes of this Directive, means companies that had an average market capitalisation equal to or higher than EUR 200 000 000 and lower than EUR 1 000 000 000 on the basis of end-year quotes for the previous three calendar years;;’ |
| Text proposed by the Commission | Amendment |
|---|---|
| (13a) ‘small mid-cap enterprises’, for the purposes of this Directive, means companies that had an average market capitalisation equal to or higher than EUR 200 000 000 and lower than EUR 1 000 000 000 on the basis of end-year quotes for the previous three calendar years;; | (13a) ‘small mid-cap enterprises’ or 'SMCs', for the purposes of this Directive, means companies that had an average market capitalisation equal to or higher than EUR 200 000 000 and lower than EUR 1 000 000 000 on the basis of end-year quotes for the previous three calendar years; |
| Text proposed by the Commission | Amendment |
|---|---|
| (13a) ‘small mid-cap enterprises’, for the purposes of this Directive, means companies that had an average market capitalisation equal to or higher than EUR 200 000 000 and lower than EUR 1 000 000 000 on the basis of end-year quotes for the previous three calendar years;; | (13a) ‘small mid-cap enterprises’, for the purposes of this Directive, means companies that had an average market capitalisation equal to or higher than EUR 150 000 000 and lower than EUR 1 000 000 000 on the basis of end-year quotes for the previous three calendar years;; |
Raising the threshold would extend the SMC category to companies up to four times larger than SMEs, undermining the purpose of SME-specific support. This would distort competition by placing genuinely small companies in direct competition with significantly larger firms for regulatory advantages and funding, despite their very different financial and human resource capacities. Increasing the thresholds would instead facilitate the transition of SMCs into large companies, rather than helping SMEs scale up.
| Text proposed by the Commission | Amendment |
|---|---|
| (2) in Article 33(3), point (a) is replaced by the following: | deleted |
| ‘(a) at least 50% of the issuers whose financial instruments are admitted to trading on the MTF are SMEs or SMCs or both, at the time when the MTF is registered as an SME growth market and in any calendar year thereafter;.’ |
Extending the existing provisions to enterprises that are substantially larger is not warranted from the perspective of protecting market integrity. Moreover, such extensions might have unintended effects on the relationship between regulated markets and SME growth markets in member states with smaller markets.
| Text proposed by the Commission | Amendment |
|---|---|
| (a) at least 50% of the issuers whose financial instruments are admitted to trading on the MTF are SMEs or SMCs or both, at the time when the MTF is registered as an SME growth market and in any calendar year thereafter;. | (a) at least 50% of the issuers whose financial instruments are admitted to trading on the MTF are SMEs or SMCs or both, provided that at least 10% of such issuers qualify as SMEs, at the time when the MTF is registered as an SME growth market and in any calendar year thereafter;. |
| Text proposed by the Commission | Amendment |
|---|---|
| a) in Article 33, the following point (7a) is inserted: | |
| To support SME financing, the Commission shall facilitate the establishment of an SME Growth Markets Knowledge and Q&A Portal*, or a similar helpdesk, to raise awareness and provide guidance on access to, and practical questions relating to, SME Growth Markets. | |
| * Such a tool could be built on the model of the already existing ESRS Q&A platform where companies or individuals can ask questions regarding European Sustainability Reporting Standards. https://www.efrag.org/en/esrs-qa-platform |
| Text proposed by the Commission | Amendment |
|---|---|
| (2 a) In Article 33 (8), the following point (a) is inserted: | |
| Three years after (entry into force 2025/0131 (COD)), the Commission shall issue a Report in which it assesses the impact on SMEs entering SME Growth Markets following the extension of these markets to small mid-cap enterprises, and possible entry barriers for SMEs into SME Growth Markets and their ability to raise capital on these markets. | |
| In particular, this report should assess whether the extension of SMCs within SME Growth Markets: | |
| (a) has led to a material reduction in trading volumes, average daily turnover or bid-ask spreads for issuers with an average market capitalisation of less than €200 million on the same SME growth market; | |
| (b) has resulted in a concentration of liquidity in the largest issuers and a decrease in the number of actively traded SME issuers; | |
| (c) has affected the ability of SMEs to raise capital on SME growth markets. | |
| On this basis, the Commission may issue a revision of the rules determining the composition of SME Growth Markets. |
| Text proposed by the Commission | Amendment |
|---|---|
| (h) a description of measures already in place which aim to facilitate the implementation of obligations under Chapter III of this Directive by small and medium-sized enterprises within the meaning of the Annex to Commission Recommendation 2003/361/EC* and by small mid-cap enterprises within the meaning of the Annex to Commission Recommendation XX** that the Member State in question has identified as critical entities.’. | (h) a description of measures already in place which aim to facilitate the implementation of obligations under Chapter III of this Directive by small and medium-sized enterprises within the meaning of the Annex to Commission Recommendation 2003/361/EC* and by small mid-cap enterprises, companies which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 1 500, a total balance sheet not exceeding EUR 387 000 000 and an annual net turnover not exceeding EUR 450 000 000; |
| Text proposed by the Commission | Amendment |
|---|---|
| (h) a description of measures already in place which aim to facilitate the implementation of obligations under Chapter III of this Directive by small and medium-sized enterprises within the meaning of the Annex to Commission Recommendation 2003/361/EC* and by small mid-cap enterprises within the meaning of the Annex to Commission Recommendation XX** that the Member State in question has identified as critical entities.’. | (h) a description of measures already in place which aim to facilitate the implementation of obligations under Chapter III of this Directive by small and medium-sized enterprises and by small mid-cap enterprises that the Member State in question has identified as critical entities. |
| Text proposed by the Commission | Amendment |
|---|---|
| ** Commission Recommendation of X May 2025 concerning the definition of small mid-cap enterprises (XXXX) | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| ** Commission Recommendation of X May 2025 concerning the definition of small mid-cap enterprises (XXXX) | ** Commission Recommendation (EU) 2025/1099 of 21 May 2025 on the definition of small mid-cap enterprises |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 2 of Directive (EU) 2022/2557 is amended as follows: |
| Text proposed by the Commission | Amendment |
|---|---|
| (1) 10 a (new) ‘small and medium-sized enterprises’ means enterprises as defined in Article 2 of the Annex to Commission Recommendation 2003/361/EC* |
| Text proposed by the Commission | Amendment |
|---|---|
| (2) 10 b (new) ‘small mid-cap enterprises’ means enterprises which are not micro, small and medium-sized enterprises, that employ fewer than 1500 persons, and either have an annual turnover not exceeding EUR 450 million or an annual balance sheet total not exceeding EUR 387 million, those numbers and amounts being calculated in accordance with points (1) and (3)-(6) of the Annex to Commission Recommendation 2025/1099 on the definition of small mid-cap enterprises** |
| Text proposed by the Commission | Amendment |
|---|---|
| * Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36, ELI: http://data.europa.eu/eli/reco/2003/361/oj). | * Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36, ELI: http://data.europa.eu/eli/reco/2003/361/oj). |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 2a | |
| Report on SME preferential measures and future extensions to small mid-cap enterprises | |
| 1. By [31 December 2026], the Commission shall submit to the European Parliament and to the Council a comprehensive report identifying and listing all provisions in Union legislation that grant derogations, simplified procedures, exemptions, reduced administrative or reporting obligations, financial or non-financial advantages, or any other preferential treatment specifically to micro, small and medium-sized enterprises. | |
| 2. The report shall, for each identified measure: | |
| (a) describe the objective and scope of the preferential treatment; | |
| (b) indicate the legal act and specific article concerned; | |
| (c) assess its relevance for innovation, growth and administrative burden reduction; | |
| (d) evaluate, on a preliminary basis, the potential suitability of extending the measure, fully or in adapted form, to small mid-cap enterprises, taking into account the need to preserve specific support for SMEs and to avoid undue distortions of competition. | |
| 3. Where the preliminary assessment under paragraph 2(d) concludes that an extension to small mid-cap enterprises appears appropriate, the report shall identify the preferred legislative vehicle (including future Omnibus simplification packages) for proposing such extension. | |
| 4. The Commission shall make the report publicly available and shall accompany it, if appropriate, by legislative proposals to extend selected SME preferential measures to small mid-cap enterprises. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article2a | |
| Review | |
| The Commission shall: (a) by … [5 years from the entry into force of this amending Directive] and at least every 5 years thereafter, review the thresholds defining small mid-cap companies, in consultation with the European Parliament, in light of economic and market developments and alongside those applicable to SMEs and shall, where appropriate, adopt delegated acts to adjust those thresholds accordingly; (b) by … [3 years from the entry into force of this amending Directive], and every 5 years thereafter, present to the European Parliament and to the Council a report assessing the implementation of this amending Directive, including its impact on administrative burden reduction and competitiveness, which may be presented as part of the Commission’s broader reporting on SMEs and on the reduction of administrative burdens in the Union. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article2b | |
| Report on the impact of measures extended to small mid-cap enterprises | |
| 1. By 31 December 2030, and every three years thereafter, the Commission shall submit to the European Parliament and to the Council a report evaluating the impact of the amendments introduced by this Directive, in particular the effects of extending SME-preferential measures to small mid-cap enterprises. | |
| 2. The report shall assess, at least, the following elements: | |
| (a) the actual reduction in administrative and compliance costs for small mid-cap enterprises; | |
| (b) the extent to which the extended measures have facilitated the growth and scaling up of former SMEs into small mid-cap enterprises; | |
| (c) any effects on the competitive position or level of support received by micro, small and medium-sized enterprises that continue to fall under the SME definition; | |
| (d) the impact on innovation, digital transformation and investment in the sectors most concerned; | |
| (e) any unintended market distortions or effects on the internal market. | |
| 3. The Commission shall make each report publicly available. Where the evaluation reveals that certain extensions have proven particularly effective or, conversely, have produced negative effects, the Commission shall, if appropriate, present legislative proposals to adjust, expand or repeal the measures concerned. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article2b | |
| Future Legislation | |
| The Commission shall ensure that future horizontal Omnibus legislative proposals and other Union acts applying simplification measures for enterprises use the same definition and proportionality principles for small mid-cap companies as established in this amending Directive. Any deviation from those definitions shall be duly justified and limited to cases where sector-specific circumstances demonstrably require divergence. |
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Sources & citation
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- Data source
- Licensed CC BY 4.0.
- Retrieved
- 25 September 2026
Cite as
European Parliament (2025). “AMENDMENTS 6 - 49 - Draft report Amending Directives 2014/65/EU and (EU) 2022/2557 as regards the extension of certain mitigating measures available for small and medium sized enterprises to small mid-cap enterprises and further simplifying measures”. Text, 10 December 2025. docId CJ12-AM-781388. EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/CJ12-AM-781388 (retrieved 25 September 2026). Data: EP Open Data API: document record, https://data.europarl.europa.eu/api/v2/documents/CJ12-AM-781388 (CC BY 4.0).
BibTeX
@misc{epw-text-cj12-am-781388,
author = {{European Parliament}},
title = {{AMENDMENTS 6 - 49 - Draft report Amending Directives 2014/65/EU and (EU) 2022/2557 as regards the extension of certain mitigating measures available for small and medium sized enterprises to small mid-cap enterprises and further simplifying measures}},
year = {2025},
date = {2025-12-10},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/CJ12-AM-781388}},
url = {https://news.eu-parl.st-solutions.dev/texts/CJ12-AM-781388},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. docId CJ12-AM-781388. Data: EP Open Data API: document record (CC BY 4.0)}
}