Text · Amendment list
The 28th regime corporate legal framework – ‘EU Inc.’
Document JURI-AM-791129 · COM(2026)0321 – 2026/0074(COD)
- Kind
- Amendment list JURI-AM-791129
- Date
- 22 July 2026
- Committee
- Committee on Legal Affairs
- Dossier
- 2026-0074
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- COM(2026)0321 – 2026/0074(COD)
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| Text proposed by the Commission | Amendment |
|---|---|
| 1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation. | 1. EU Inc. companies shall be governed by this Regulation and, where this Regulation so provides, by their articles of association which shall comply with this Regulation and the national legal framework. |
Acest amendament reinstaurează ierarhia corectă a normelor aplicabile societăților comerciale cu răspundere limitată din UE, specificând faptul că statutul nu poate preempta dispozițiile obligatorii ale legislației naționale aplicabile societăților comerciale cu răspundere limitată comparabile. Această abordare este mai coerentă cu acquis-ul (a se vedea, de exemplu, articolul 9 din Regulamentul (CE) nr. 2157/2001 privind Societas Europaea) și ar împiedica utilizarea societăților comerciale cu răspundere limitată din UE pentru a concura în mod neloial cu entitățile juridice naționale care sunt supuse legislației naționale obligatorii privind societățile comerciale, multe dintre acestea fiind impuse de directivele de armonizare (de exemplu, Directiva (UE) 2017/1132).
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. This Regulation shall not affect national social rules relating to individual and collective labour law and collective agreements. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. In particular, the law applicable to individual employment contracts of an EU Inc., its branches and its subsidiaries is determined exclusively by Regulation (EC) No 593/2008, that is, where the work relationship is effectively located. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Only those matters not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law of the State in which the EU Inc. has its registered office. National law should only apply where expressly provided by this Regulation or for the purposes of addressing shortcomings that cannot otherwise be rectified in specific areas not covered by the Regulation or the articles of association, on the basis of the general principles of national law on limited liability companies. The concepts and provisions of this Regulation shall be interpreted autonomously and uniformly throughout the Union. National law shall not be referred to for the purposes of ascertaining their meaning or scope. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. In particular, this Regulation shall be without prejudice to applicable mandatory national rules, in line with Union law, on tax, labour, social security, accounting, criminal matters, the prevention of money laundering and terrorist financing, and insolvency, insofar as those matters are not expressly harmonised in this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. In matters not regulated by this Regulation, an EU Inc., its branches and its subsidiaries shall be governed by the company/corporate national law of the Member State in which it has its registered office, provided that such national provisions are compatible with the specific nature of this Regulation and do not prejudice the application of Regulation (EC) No 593/2008 on the law applicable to contractual obligations (Rome I). |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. This Regulation shall govern all matters falling within its scope. Matters not governed by this Regulation or by the articles of association shall be governed by the national law of the Member State in which the EU Inc. has its registered office, including the national provisions implementing Union law, applicable to the national company form designated pursuant to paragraph 3. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Matters expressly identified in this Regulation as falling within national law shall be governed by the national law applicable to the designated national legal form. All other matters shall be deemed to be governed by this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Company law matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Matters that are not covered by this Regulation shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office” Justification – as above. |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Corporate law matters that are not covered by this Regulation shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The provisions set out in paragraph 2 do not include the application of individual and collective labour law. The law applicable to individual employment relationships, shall be governed by Regulation (EC) No 593/2008. Employees of an EU Inc. company shall be guaranteed collective rights that are not less favourable than the rights applicable to workers in accordance with national and Union law in the Member State where the work is habitually performed. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Member States shall ensure that all EU Inc. startups are registered in the Member State where it has its place of effective management and/or actual business. This Regulation shall be without prejudice to the Member States’ power to carry out inspections in order to prevent any abuse of law in tax or social matters. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The country of origin-principle applied in paragraph 2 does not include the application of individual and collective labour law. National labour law and practices continue to fully apply in the Member State where the work is habitually performed. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The country of origin-principle applied in paragraph 2 does not include the application of labour law. National labour law and practices continue to fully apply in the Member State where the work is habitually performed. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Member States shall not extend the scope of national law beyond the areas expressly identified in this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. Union and national labour law, as well as social security legislation and its coordination at Union level according to regulation 883/2004 shall not be circumvented. The establishment of an EU Inc. company shall not be used to circumvent or reduce existing workers’ rights. Any circumvention shall be subject to the penalties and corrective measures provided for in the applicable national law in accordance with Article 106 of this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. National company law shall not apply to EU Inc companies in matters where it must be assumed that this Regulation, or the articles of association, are intended to regulate the matter fully without additional national fragmentation on top. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. Authorities and courts have jurisdiction in accordance with the legislation in the member state, whose legislation is observed in accordance with 4(2a) |
| Text proposed by the Commission | Amendment |
|---|---|
| 2c. In the event of a conflict between a provision of this Regulation and a provision in national or Union law that offers a higher level of protection to employees, the provision that is more favourable to the employee shall prevail. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate the relevant national legal forms referred to under paragraph 2, the provisions of which apply to EU Inc. companies. This designation and the requisite information on the designated legal form shall be published in a specific section of the single digital gateway referred to in Regulation (EU) 2018/1724. Within [three years from the date of application] and once every three years thereafter, the Commission shall assess divergent interpretations resulting from paragraph 2 and shall submit, where appropriate, legislative proposals aimed at gradually reducing those areas subject to national law. |
In the absence of a more harmonised framework, it is paramount to improve transparency and to make it easier for economic operators wishing to carry out business activities in another Member State as an EU Inc. to get hold of the information they need.
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. Where necessary to ensure the continuous and appropriate application of the relevant legal framework over the lifetime of an EU Inc. company, Member States may designate two national legal forms specifying in which circumstances each form becomes relevant. |
Axel Voss, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate one or more relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. Where a Member State designates more than one such legal form, the articles of association of the EU Inc. shall specify which designated form applies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies among those referred to in Annex II of Directive (EU) 2017/1132. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies, from among those mentioned in Annex II to Directive (EU) 2017/1132. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall designate the relevant national legal form or forms referred to under paragraph 2, the provisions of which apply to EU Inc. companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies. | 3. Member States shall be free to determine the relevant national legal forms, the provisions of which apply to EU Inc. companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The creation of the EU Inc. legal form should not enable the circumvention of national labour legislation, social security requirements, or collective bargaining frameworks. Member States should continue to have full authority to apply and enforce their domestic rules on employment conditions, social security contributions, and labour inspections. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Where the shares or other securities of an EU Inc. are admitted to trading on a regulated market or a multilateral trading facility, the applicable Union and national legislation governing financial markets shall apply. In the event of any inconsistency, that legislation shall prevail over this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. For the purposes of ensuring that the relevant legal framework is properly applied on an ongoing basis throughout the lifecycle of an EU Inc., Member States may designate two national legal forms, specifying the circumstances in which each should apply. |
Under Article 4, Member States must designate the standard national legal form that should apply to EU Inc. companies on a residual basis. To that end, it may be expedient to clarify that Member States may designate two standard national legal forms where necessary.
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Except where specifically provided in Article 12, 20, 39, 79 and in Chapter X, this Regulation does not affect laws other than corporate law, including Union and national labour and employment law, taxation law, insolvency law and social security law. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 3b. Employment relationships shall be governed by the national labour law of the Member State in which the employee carries out his or her work duties (lex loci laboris). |
Lex loci labori principle shall be applied . Case C-341/05, Laval un Partneri Ltd, v Svenska Byggnadsarbetareförbundet and Others - points 44,56,57.
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 3c. When an EU Inc. realizes its business activities in a certain Member State, it shall have an authorisation in compliance with the national law of the Member State where the particular activity is realized. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article4a | |
| Application of national provisions on creditor protection and directors’ liability | |
| 1. This Regulation shall be without prejudice to the application of mandatory provisions of the law of a Member State concerning the protection of creditors and the liability to creditors of directors or members of the administrative, management or supervisory bodies of an EU Inc., where the principal economic activity of the EU Inc. is carried out in that Member State. For the purpose of determining the Member State in which the principal economic activity of the EU Inc. is carried out, account shall be taken of all relevant circumstances, including in particular: | |
| (a) the place where the economic activities of the EU Inc. are predominantly and effectively carried out; | |
| (b) the place where the central administration or effective management of the EU Inc. is located; | |
| (c) the location of the principal operational establishment, personnel and assets used for carrying out the economic activities of the EU Inc. | |
| 2. In proceedings concerning the liability to creditors of directors or members of the administrative, management or supervisory bodies of an EU Inc. under the mandatory provisions referred to in paragraph 1, the courts of the Member State in which the principal economic activity of the EU Inc. is carried out shall have jurisdiction. | |
| 3. A creditor may bring proceedings referred to in paragraph 2 before those courts irrespective of the Member State in which the registered office of the EU Inc. is situated or the Member State in which the director or member of the administrative, management or supervisory body is domiciled. | |
| 4. The Member State in which the principal economic activity of the EU Inc. is carried out shall be determined in accordance with the criteria laid down in paragraph 1. | |
| 5. The jurisdiction provided for in paragraph 2 shall be additional to any other ground of jurisdiction available under Union law. |
| Text proposed by the Commission | Amendment |
|---|---|
| If acts have been performed in the name of an EU Inc. company before its registration in accordance with Articles 16 to 19 and it does not assume the obligations arising out of such acts after its registration, the natural and legal persons which performed those acts shall, without limit, be jointly and severally liable therefor, unless otherwise agreed. | If acts have been performed in the name of an EU Inc. company before its registration in accordance with Articles 16 to 19 and it does not assume the obligations arising out of such acts after its registration, the natural and legal persons which performed those acts shall, without limit, be jointly and severally liable to the third parties concerned. Any agreement excluding or limiting that liability shall be unenforceable against third parties. Subsequent assumption of the obligations by the company shall not release those persons who acted in its name, except with the express agreement of the creditor. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| (a) be followed by the mention ‘EU Inc.’; | (a) be followed by the abbrevation ‘EU Inc.’; |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) not mislead the public, in particular as to the nature of its business activities; | (c) not mislead the public, in particular as to the nature of its business activities or as to the ownership structure or the existence of public, social or charitable purposes; |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| (e) be sufficiently different from names of companies registered in any Member State as an EU Inc. and from names of any other companies available via the Business Registers Interconnection System (‘BRIS’). | (e) be sufficiently different from names of companies registered in any Member State as an EU Inc. and from names of any other companies available via the Business Registers Interconnection System (‘BRIS’) and from any other names of any other companies in national business registers within the Union . |
| Text proposed by the Commission | Amendment |
|---|---|
| (e) be sufficiently different from names of companies registered in any Member State as an EU Inc. and from names of any other companies available via the Business Registers Interconnection System (‘BRIS’). | (e) be sufficiently different from names of companies registered in any Member State as an EU Inc. and from names of any other companies available via the Business Registers Interconnection System (‘BRIS’) or in the national business registers of all Member States. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. The relevant national authorities shall reserve the right to refuse registration in the event of an existing name which is identical or which may lead to confusion. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. Member States shall not apply rules that unduly interfere with the lawful registration and use of that name throughout the Union. | 4. Member States shall not apply rules that unduly interfere with the lawful registration and use of that name throughout the Union while retaining the ability to prevent the use of misleading or abusive names that could facilitate fraud, unfair competition or evasion of social, tax or environmental obligations. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The registration of an EU Inc. company name shall not prevent the use or registration of a trade mark or national company name. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association shall cover at least the matters laid down in this Regulation, as specified in the Annex. | 2. The articles of association shall cover at least the matters laid down in this Regulation, as specified in the Annex. Where the articles of association provide for contributions in kind consisting of real property, this Regulation shall be without prejudice to the requirements of national law with regard to the form of the documents necessary for the transfer of ownership of such property and its registration in the land register. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The articles of association shall cover at least the matters laid down in this Regulation, as specified in the Annex. | 2. The articles of association shall cover at least the matters laid down in this Regulation, as specified in Annex I, without prejudice to the requirements provided for in the national law of the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration. |
Given that recourse to translation is provided by Article 33, it would be unreasonable to require companies, not least small and micro-enterprises, to draw up their articles of association in a different language to that used in the State of registration.
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official languages of the Member State of registration. They may also be made available in a language customarily used in the sphere of international business and finance. The use of AI-assisted translation tools should be encouraged to facilitate the preparation and availability of multilingual versions of the articles of association. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration as well as in a language customary in the sphere of international business and finance, and translated in English, and shall be made publicly available in accordance with Article 25(1). |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and where necessary and appropriate, in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in English and shall be made publicly available in accordance with Article 25(1). |
Requiring a single common language for core corporate documents strengthens legal certainty, reduces translation costs and inconsistencies, and facilitates cross-border investment, financing and corporate transactions. English is the predominant language of international business, venture capital and financial markets and is already the working language for the overwhelming majority of cross-border corporate documentation. A single-language approach also simplifies digital procedures, standardised templates and automated processing through the EU central interface, thereby reducing administrative burdens and supporting the Regulation's digital-by-default and once-only principles. Requiring additional language versions would increase costs and complexity without contributing to the objectives of the Regulation.
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in English or another language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). |
While the proposal refers to “a language customary in the sphere of international business and finance”, it can reasonably be assumed that, in the vast majority of cases, this language will be English. In the interest of legal certainty, transparency and uniform application across the Union, it is therefore preferable to refer expressly to English. At the same time, the existing formulation could be retained to accommodate exceptional cases where another language is customarily used in the sphere of international business and finance.
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration or in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in the language of each Member State where the company conducts its business and shall be made publicly available in accordance with Article 25(1). |
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. Where a standard Union template is used, the second-language version shall be generated automatically and free of charge via the EU central interface or business register. In the case of non-standard articles of association, Member States shall ensure that free translation tools are provided through the EU central interface or business register, without prejudice to the liability referred to in paragraph 5. |
The dual-language requirement, which is designed to attract international investors, avails nothing for micro-enterprises that operate in a local context; they will just have to pay for translation. This amendment maintains the uniformity of registration requirements. Rather than introducing exemptions, it eliminates an administrative burden. Standard templates are by definition multilingual, as the second-language version can be generated automatically. This amendment seeks to provide free tools for customised articles of association without altering the liability provisions.
| Text proposed by the Commission | Amendment |
|---|---|
| 5. Where an EU Inc. company adopts the standard articles of association as referred to in Article 8, both language versions shall have equal legal value. | deleted |
| Where an EU Inc. adopts non-standard articles of association, the official language or languages of the Member state of registration shall prevail in the event of a discrepancy between the language versions. | |
| The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association. |
| Text proposed by the Commission | Amendment |
|---|---|
| Where an EU Inc. company adopts the standard articles of association as referred to in Article 8, both language versions shall have equal legal value. | Where an EU Inc. company adopts the standard articles of association as referred to in Article 8, both language versions shall have equal legal value, unless the inaccuracy, incompleteness or misleading nature of the information is attributable to wilful misconduct or gross negligence. |
| Text proposed by the Commission | Amendment |
|---|---|
| The translated version shall be prepared or verified by a lawyer, notary, or other authorised legal professional, in order to ensure the reliability of the text and reduce the risk of inaccurate or misleading versions. |
| Text proposed by the Commission | Amendment |
|---|---|
| The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association. | deleted |
While standard articles of association have the same legal force in all versions, third parties acting in good faith could find themselves liable as a result of discrepancies between different language versions of non-standard articles of association. This could completely discourage businesses from drawing up non-standard articles of association, and instead push them to use standard templates lest they be liable for discrepancies in translation.
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association. | deleted |
Introducing a separate liability regime for translations provides little added legal certainty while exposing companies to disproportionate litigation risks and discouraging the use of multilingual documentation, contrary to the objective of facilitating cross-border business.
| Text proposed by the Commission | Amendment |
|---|---|
| The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association. | deleted |
The deletion removes an unnecessary liability provision that could discourage companies from making multilingual versions of their articles of association available. Existing national civil liability rules already provide appropriate remedies where harm occurs, making a specific liability regime in this Regulation unnecessary.
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association. | The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version of the non-standard articles of association in a language customary in the sphere of international business and finance. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 8 | deleted |
| EU templates for standard articles of association | |
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | |
| 2. Where the EU templates are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. | |
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| EU templates for standard articles of association | EU templates |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register, and are specified by the Commission in Annex I. |
Standard templates, including the content thereof, should be discussed and finalised in the context of this proposal for a regulation. It should not be necessary to wait for Commission implementing acts for these to be clear and coherent.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation process, as provided in Articles 14 and 16-19 of this Regulation. |
Articolul 8 alineatele (1) și (2) este modificat pentru a fi aliniat la articolul 14 și la modificările sugerate la articolele 16-19 din prezentul regulament și, în special, la acquis-ul din domeniul dreptului societăților comerciale, și anume articolele 10 și 13h din Directiva (UE) 2017/1132, astfel cum a fost modificată prin Directiva (UE) 2019/1151 și Directiva (UE) 2025/25. De asemenea, este modificat pentru a asigura, la fel ca în cazul modificărilor din considerentul 10, conformitatea acestora cu regulamentul și cu legislația națională aplicabilă în subsidiar, în conformitate cu articolul 4 din prezentul regulament. Controalele preventive vor fi efectuate în mai multe state membre, tocmai prin întocmirea și certificarea actului constitutiv în forma legală corespunzătoare, inclusiv atunci când se utilizează modele, deoarece aceasta este modalitatea de verificare a identității, capacității, consimțământului și a restului verificărilor de legalitate efectuate în acea etapă (reflectând exact soluția adoptată prin articolul 10 din Directiva (UE) 2025/25).
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure as provided by in Articles 14, 16 anbd 19 of this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure as provided in Articles 14, and 16 to 19 of this Regulation |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register. | 1. The EU templates for the standard articles of association may be used as part of the formation procedure through the EU central interface or with the business register. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where the EU templates are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where the EU templates are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. | 2. Where the EU templates are used, any national requirement relating only to having the company articles of association formally drawn up or certified shall be deemed to have been fulfilled, without prejudice to the preventive control and review of legality referred to in Article 14. |
Axel Voss, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where the EU templates are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. | 2. Where the EU templates for the standard articles of association are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The EU templates for the standard articles of association shall be categorised on the basis of the company types as provided by: |
| (a) Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises; | |
| (b) Commission Recommendation (EU) 2025/1099 of 21 May 2025 on the definition of small mid-cap enterprises; | |
| (c) Commission Recommendation (EU) 2026/720 of 18 March 2026 on the definition of innovative enterprises, innovative startups and innovative scaleups. | |
| The template for each type of company shall be tailored to its operational, scale and governance requirements. Each template for the articles of association shall include a set of pre-defined clauses, which the company founders shall be able to select from and combine exclusively online as part of the registration procedure. The final document shall be drawn up, signed and filed exclusively online and shall be regarded as the definitive articles of association for the purposes of this Regulation, including the registration procedure referred to in Article 16. | |
| The templates shall be tailored to different stages of business development and shall reflect the actual needs of businesses and market practices. They shall also consist of templates for shareholders’ agreements and other contractual or statutory instruments typically used in the financing and governance of innovative and/or other companies. They shall be drawn up and periodically reviewed following consultation with representative organisations, including those working on behalf of artisan businesses, trade, micro-enterprises, SMEs and the credit sector. Explanatory notes written in plain language shall be submitted therewith. All forms and templates under this Regulation shall be subject to the self-same clarity and simplicity requirement. |
Delegating standard templates to Commission implementing acts would prolong the process and run the risk of producing compromises that run counter to the interests of startups, scaleups and venture capital organisations, which should take priority. Standardised templates are a useful resource, not least for smaller businesses. A template designed with traditional businesses in mind would enable more companies to become an EU Inc.
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. The EU templates shall be differentiated according to the different categories of undertakings as defined in: Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises; Commission Recommendation (EU) 2025/1099 of 21 May 2025 on the definition of small mid-cap enterprises; Commission Recommendation (EU) 2026/720 of 18 March 2026 on the definitions of innovative enterprise, innovative start-up and innovative scale-up. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall, by means of implementing acts, establish and make available, in a timely manner, multilingual EU templates for the standard articles of association. The templates shall be designed to facilitate their practical use across the different company forms covered by this Regulation, and draw from national company law traditions, creating a nuanced European alternative, whilst avoiding unnecessary administrative burdens. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association, ensuring that those templates include minimum provisions on directors’ duties, conflict-of-interest rules, information and consultation of employees where applicable, and basic creditor safeguards, and are drafted in a user-friendly manner suitable for SMEs and startups. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. Those templates shall contain all mandatory elements required by this Regulation and shall also accommodate the mandatory requirements of the national law applicable in the Member State in which the EU Inc. has its registered office. |
Axel Voss, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall, by [6 months after entry into force of this Regulation], by means of implementing acts, establish the multilingual EU templates for: |
| (a) the standard articles of association | |
| (b) the standard investment documentation for raising capital | |
| and (c) EU employee stock option plans. |
Access to early-stage finance remains fragmented across the Union, with founders and investors frequently relying on divergent national documentation or expensive bespoke legal advice. Optional harmonised templates based on established market practice would reduce transaction costs, accelerate investment processes and improve legal certainty for cross-border financing, particularly for start-ups and SMEs. As the templates are voluntary and preserve contractual freedom, they would support the development of a more integrated European venture capital market without interfering with parties' ability to negotiate tailored arrangements. Optional model templates would make employee participation more accessible, especially for smaller companies.
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The Commission shall adopt guidelines for developing the multilingual EU templates for the standard articles of association, ensuring that such templates be calibrated to the different stages of a company’s development and reflect real-life needs of companies and market practices. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. | 3. The EU templates shall be filled in by the Member States in accordance with this Regulation and the national law referred to in Article 4(2). |
Amendamentul la articolul 8 alineatul (3) prevede că modelele UE pentru actele constitutive standard sunt pregătite la nivel național. Această abordare este preferabilă din mai multe motive: (a) este soluția adoptată în Directiva (UE) 2019/1151, unde s-a luat în considerare și s-a eliminat posibilitatea creării de modele UE la nivelul UE; (b) dacă un model UE este adoptat printr-un act delegat sau de punere în aplicare, acesta ar putea intra în conflict cu legislația națională obligatorie și ar fi neclar dacă modelele UE ar putea prevala asupra unei astfel de legislații; (c) ar fi practic imposibil să se pregătească un model UE care să respecte, simultan, legislația societăților comerciale obligatorie a tuturor statelor membre; și (d) adoptarea modelelor naționale este mai compatibilă cu principiul subsidiarității.
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The EU templates shall include optional listing-readiness forms covering the governance arrangements typically required for admission to trading in a multilateral trading facility or on a regulated market. EU Inc. companies that complete the listing-readiness forms shall benefit from the fast-track procedure referred to in Article 16(2) and shall not be subject to further preventive controls pursuant to Article 14. |
For listed companies, articles of association formulated on the basis of EU templates are inadequate: what they need is a bespoke document that includes provisions on independent directors, internal audit committees and rules on associated parties. Under the existing proposal, companies that follow standard templates will be subject to national preventive controls at the worst possible time, i.e. within a narrow window for their IPO. Pre-approved optional forms, on the other hand, would enable scale-ups to get ready for listing in a matter of days.
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The EU templates shall enable founders to select the Member State of registration and shall automatically incorporate or require the completion of all mandatory provisions applicable under the national law of that Member State. The templates shall ensure that the resulting articles of association comply simultaneously with this Regulation and with the applicable mandatory provisions of national law. |
Axel Voss, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The templates referred to in paragraph 3, point (b), shall be optional and may include model documentation for early-stage equity investments, convertible investment instruments, shareholder resolutions, share issuances and other documents commonly used for raising capital. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The EU templates referred to in this article shall be made available free of charge in all official languages of the Union through the EU Inc. central register referred to in Article 15. |
Axel Voss, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3b. The templates referred to in paragraph 3, point (c), shall be optional and may include model documentation for the establishment and operation of EU employee stock option plans, including grant documentation, vesting arrangements, exercise procedures, leaver provisions and other documents commonly used for employee participation in the capital of the company. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 8a | |
| EU Inc. Coop. | |
| 1. In addition to the EU legal form of Article 3, each Member State shall also provide in its legal order an EU Inc. in the form of a cooperative (“EU Inc. Coop”). The EU Inc. Coop shall be established and governed in accordance with the rules of this Regulation, as amended and supplemented by the provisions of the following paragraphs. | |
| 2. The EU Inc. Coop may be formed by three or more natural persons and companies and firms within the meaning of the second paragraph of Article 54 of the TFEU and other legal bodies governed by public or private law, formed under the law of a Member State. The EU Inc. Coop shall have as its principal object the satisfaction of its members' needs and/or the development of their economic and social activities, in particular through the conclusion of agreements with them to supply goods or services or to execute work of the kind that the EU Inc. Coop carries out or commissions. A EU Inc. Coop may also have as its object the satisfaction of its members' needs by promoting, in the manner set forth above, their participation in economic activities, in one or more SCEs and/or national cooperatives. A EU Inc. Coop may conduct its activities through a subsidiary. | |
| 3. Acquisition of membership of a EU Inc. Coop shall be subject to the approval of the management or administrative organ. Candidates refused membership may appeal to the general meeting held following the application for membership. | |
| 4. Where the laws of the Member State of the EU INC. Coop 's registered office so permit, the statutes may provide that persons who do not expect to use or produce the EU Inc. Coop's goods and services may be admitted as investor (non-user) members. The acquisition of such membership shall be subject to approval by the general meeting or any other organ delegated to give approval by the general meeting or the statutes. Non-user shareholders may not be allocated more than 25% of the total voting rights. | |
| 5. The number of members and the share capital of EU Inc. Coop shall be variable. | |
| 6. Membership shall be lost: - upon withdrawal; a member wishing to withdraw must notify EU Inc. Coop via the digital communication system referred to in Article 10. Withdrawal takes effect at the end of the financial year in progress at the time of notification, unless the Statute provide for a longer notice period, which in any event shall not exceed two years. - upon expulsion, where the member commits a serious breach of his/her obligations or acts contrary to the interests of the EU Inc. Coop, - where authorised by the statutes, upon the transfer of all shares held to a member or a natural person or legal entity which has acquired membership, - upon winding-up in the case of a member that is not a natural person, - upon bankruptcy, - upon death, - in any other situation provided for in the statutes or in the legislation on cooperatives of the Member State in which the EU Inc. Coop. has its registered office. Except where shares are transferred, loss of membership shall entitle the member to repayment of his/her part of the subscribed capital, if any, reduced in proportion to any losses charged against the EU Inc. Coop. capital calculated by reference to the balance sheet for the financial year in which the entitlement to repayment arose. The statutes shall lay down the procedures and conditions for exercising the right to resign and lay down the time within which repayment shall be made, which may not exceed three years. In any event, the EU Inc. Coop shall not be obliged to make the repayment less than six months after approval of the balance sheet issued following the loss of membership. | |
| 7. Each member shall have one vote, regardless of the number of shares held. The provisions of Article 49 shall apply insofar as they are compatible with this paragraph. | |
| 8. If the law of the Member State in which the EU Inc. Coop has its registered office so permits, the statutes may provide for a member to have a number of votes determined by their participation in the cooperative activity other than by way of capital contribution. This attribution shall not exceed five votes per member or 30 % of total voting rights, whichever is the lower. The statute may also provide that s/members who are EU Inc. Co-ops or cooperative societies governed by the law of a Member State may have a number of votes determined in proportion to the number of their individual members, provided that no such member may hold more than 30% of the total voting rights. | |
| 9. A person entitled to vote shall be entitled to appoint a proxy to represent them at a general meeting in accordance with procedures laid down in the statutes. The statutes shall lay down the maximum number of persons for whom a proxy may act. | |
| 10. Where the EU Inc. Coop undertakes different activities or activities in more than one territorial unit, or has several establishments or more than 500 members, its statutes may provide for sectorial or section meetings, if permitted by the relevant Member State legislation. The statutes shall establish the division in sectors or sections and the number of delegates thereof. | |
| 11. The board of directors consists of at least three members, the majority of whom are members with an interest in using or producing the company’s goods and services. | |
| 12. The statute of the EU Inc. Coop may also exclude any distribution but must in any event provide for the allocation of a portion of the annual surplus to a rebate in favour of members, proportional to the transactions carried out by each of them with the company or to the work performed by each of them for the company during the relevant financial year. The rebate is not treated as a distribution of profits. It may be paid in cash or, subject to a resolution by the general meeting, allocated to an increase in capital or equity through the issue of new bonus shares. | |
| 13. Where there is a surplus, the statutes shall require the establishment of a legal reserve funded out of the surplus before any other allocation. The amount allocated to the legal reserve may not be less than 15 % of the surplus for the financial year after deduction of any losses carried over. Members leaving the SCE shall have no claim against the sums thus allocated to the legal reserve. The reserve is indivisible amongst the members and may not be distributed in any form during the company’s lifetime. It may be used exclusively to cover losses. | |
| 14. In the event of the dissolution and liquidation of the EU Inc. Coop, net assets shall be distributed in accordance with the principle of disinterested distribution, or, where permitted by the law of the Member State in which the EU Inc. Coop has its registered office, in accordance with an alternative arrangement set out in the statutes of the EU Inc. Coop. For the purposes of this paragraph, net assets shall comprise residual assets after payment of all amounts due to creditors and reimbursement of members’ capital contributions, if any. | |
| 15. The Commission shall adopt, by means of implementing acts as referred to in Articles 8(3) and 35(3), multilingual EU templates for the standard articles of association of the EU Inc. Coop. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 8a | |
| Steward-owned EU Inc. companies | |
| 1. For a company registered as a EU Inc. SO company in accordance with Article 3(2), the stewards, acting as the general meeting, shall have no authority to amend the articles of association to the extent that such amendment would remove, waive, suspend, circumvent or materially weaken the permanent separation of control rights and economic participation rights required by this Article and Article 8b. | |
| 2. The articles of association of an EU Inc. SO shall ensure the permanent separation of control rights and economic participation rights. For that purpose, they shall provide that: | |
| (a) the company has at least one class of steward shares that are not redeemable shares; | |
| (b) only steward shares carry control rights; | |
| (c) steward shares do not carry economic participation rights; | |
| (d) economic shares, where issued, do not carry control rights; | |
| (e) no steward, and no related party of a steward, may directly or indirectly hold economic shares or otherwise hold economic participation rights; | |
| (f) no holder of economic shares, and no related party of a holder of economic shares, may directly or indirectly hold steward shares or otherwise exercise control rights; | |
| (g) no person may exercise control rights pursuant to any legal or economic arrangement where that person or their related party directly or indirectly holds economic participation rights. | |
| 3. Economic participation rights attached to shares may be attached only to economic shares. Economic shares shall always be redeemable shares within the meaning of Article 76. This paragraph shall not prevent an EU Inc. SO from incurring debt under loans, bonds, notes, or other contractual arrangements, provided that such arrangements are not structured or used to circumvent the permanent separation of control rights and economic participation rights. | |
| 4. Stewards may receive remuneration or other consideration from the company for transactions with the company, provided that such remuneration or consideration is granted on arm’s length terms, does not exceed market rate, and is not structured or used to circumvent the separation of control rights and economic participation rights. Steward shares shall not be transferable. The articles of association shall provide that steward shares are cancelled upon the dissolution, resignation, exclusion or other termination of the steward. Any purported transfer inter vivos of steward shares shall be void and shall not be registered in the digital register of shares. The articles of association of an EU Inc. SO company shall identify at least one person who has consented to become a steward if, upon the dissolution, resignation or other termination of the last remaining steward, no other steward remains. In that event, the articles of association shall provide for the automatic issue of steward shares to the successor steward and for the registration of the successor steward in the digital register of shares. Where no successor steward is identified or able to act, Member States shall provide for the temporary appointment of a steward or, where no steward can be appointed, for the dissolution of the EU Inc. SO company.Stewards shall exercise their control rights in the best interests of the company, with due regard to the company’s purpose, the preservation of its long-term independence and the steward-owned character of the company. | |
| 5. The EU Inc. SO company shall record in its digital register of shares whether each share is a steward share or an economic share and shall record the principal rights and restrictions attached to that share | |
| 6. A resolution, amendment of the articles of association, issue of shares, transfer of shares, conversion, merger, division, dissolution or other transaction shall not take effect to the extent that it would remove, waive, suspend, circumvent or materially weaken the permanent separation of control rights and economic participation rights. | |
| 7. The business register shall refuse to register any amendment, transaction or other matter referred to in paragraph 8 where the documents submitted show, or the register has reasonable grounds to consider, that the amendment, transaction or matter would be contrary to this Article. | |
| 8. Member States shall ensure that breaches of this Article are subject to effective, proportionate and dissuasive remedies, including injunctions, suspension of voting rights, nullity or ineffectiveness of non-compliant resolutions, restoration of assets, liability of directors or stewards, and correction of the digital register of shares. |
A new alternative to the new Article 8a (AM 96) in the rapporteurs draft report is tabled to further strengthen the steward ownership character of the proposals. Further changes are made accordingly throughout the text.
| Text proposed by the Commission | Amendment |
|---|---|
| Article 8a | |
| Alternative dispute settlement | |
| 1. The articles of association of an EU Inc. may provide that disputes concerning enforceable rights be referred to arbitration. The arbitration clause contained therein shall be binding on the EU Inc. and the shareholders, directors and liquidators thereof. | |
| 2. The EU templates for standard articles of association referred to in Article 8 shall include a standard optional arbitration clause in all official Union languages, which shall provide harmonised rules governing the appointment of arbitrators by an independent authority, the place of arbitration, the language of proceedings and the maximum duration thereof. | |
| 3. The foregoing is without prejudice to the provisions of Union and national law reserving certain matters for ordinary courts, mandatory rules designed to protect third parties, creditors and employees, and the right to an effective remedy enshrined in Article 47 of the Charter of Fundamental Rights of the European Union. |
Including a standard arbitration clause in the templates for the articles of association would address the need for efficient dispute settlement, an issue highlighted by the European Parliament in its resolution on the 28th regime. This would reduce the time and expense of litigation, particularly for SMEs. This amendment is not designed to harmonise national law on matters of arbitration. Rather, it seeks to regulate the substance and effects of the articles of association of an EU Inc., an area of company law that is comprehensively addressed by Article 114 TFEU.
| Text proposed by the Commission | Amendment |
|---|---|
| Article 8b | |
| Guided configuration tool | |
| A guided configuration tool for the articles of association shall be made available on the EU central interface and available in all Union languages. The tool shall bring together all of the standard templates referred to in Article 8 and shall enable the user to select optional clauses from a pre-authorised catalogue by means of structured menus. It shall be accompanied by explanatory notes in language that is clear and comprehensible for non-specialists. To the greatest extent possible, the catalogue shall cover common business needs, including for those businesses referred to in Article 8(3)(a). The Commission shall draw up and update the catalogue by means of implementing acts, following consultation pursuant to Article 8(3)(b). To that effect, articles of association formulated on the basis of a standard template and consisting of clauses taken from the catalogue shall be deemed to have fulfilled the formal requirements of Article 8(2). The preventive control procedure outlined in Article 14 shall also be limited to those checks referred to in points (c), (d) and (e) thereof. |
Such is the stark choice facing them, i.e. whether to go for a standard or a fully customised template, businesses are forced to pay over the odds for legal and notarial advice even if they require just one bespoke clause. This issue is particularly germane to micro-enterprises and SMEs. The proposed guided configuration tool, which features pre-authorised clauses available from drop-down menus and explanatory notes written in plain language, will help to address the needs of the vast majority of businesses without recourse to external consultants. In addition, the compliance requirements of standard templates would still be fulfilled.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. | 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. It shall maintain a genuine economic link with the Member State of registration through its place of effective management or a substantive business presence, thereby ensuring legal certainty, and preventing abusive forum shopping. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. | 1. An EU Inc. shall have its registered office and, at a minimum, its real and effective central administration or principal place of business or interests in the same Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. | 1. An EU Inc. shall have its registered office in the same Member State of its central administration or principal place of business in the Union. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. | 1. An EU Inc. shall have its registered office and its central administration and principal place of business in the same Union Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. The place of its registered office, central administration or principal place of business is the place of establishment where the actual pursuit of the EU Inc. company or EU Inc. SO company of its main economic activity, as referred to in Article 43 of the Treaty, and where it employs administrative staff, for an indefinite period and through a stable infrastructure from where the business is actually carried out. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. An EU Inc. that no longer complies with the requirement laid down in paragraph 1 shall take the necessary measures to re-establish its central administration in the Member State where it has its registered office or to move its registered office to the Member State where its central administration is situated. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Upon establishment, the place of its registered office is the place of the actual pursuit of the EU Inc. company’s main economic activity, and where it has a stable infrastructure from where the business is genuinely carried out. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. The place of its registered office central administration or principal place of business is the place of establishment where the actual pursuit of the EU Inc. company or EU Inc. SO company of its main economic activity, as referred to in Article 43 of the Treaty, and where it employs administrative staff, for an indefinite period and through a stable infrastructure from where the business is actually carried out. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. An EU Inc. that no longer complies with the requirement laid down in paragraph 1 shall take the necessary measures to re-establish its central administration in the Member State where it has its registered office or to move its registered office to the Member State where its central administration is situated. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Paragraph 1 shall also apply when the EU Inc. company is created through a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132. | 2. Paragraph 1 and 1a shall also apply when the EU Inc. company is created through a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132 or in case of a cross-border transfer of seat. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Paragraph 1 shall also apply when the EU Inc. company is created through a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132. | 2. Paragraphs 1, 1a, 1b, 2a and 2b shall also apply when the EU Inc. company is created through a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132 . |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. company employing individuals whose habitual place of work is in a Member State other than that of the EU Inc. company’s registered office shall meet all employer registration obligations to the local tax and social security authorities, as required by that Member State. The EU Inc. company shall maintain a local legal or structural presence as an employer, where such presence is a mandatory prerequisite under national labour law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. employing individuals whose habitual place of work is in a Member State other than that of the company’s registered office shall directly fulfil all employer registration obligations with local tax and social security authorities, as required by the host Member State. |
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. may transfer its registered office to another Member State in accordance with Directive (EU) 2017/1132. |
The Regulation should expressly clarify that EU Inc. companies benefit from the existing harmonised framework on cross-border conversions under Directive (EU) 2017/1132, thereby ensuring legal certainty and facilitating corporate mobility within the internal market.
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. The utilisation of third-party intermediaries, including 'Employers of Record' or professional employer organizations, shall not exempt the EU Inc. from its duty to maintain a local legal or structural presence as an employer, where such presence is a mandatory prerequisite under national law for the enrolment of employees into local social protection systems. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. The employment of any third-party intermediaries shall not relieve an 'EU Inc. from its duty to establish and maintain a local legal or structural presence, insofar as required by the applicable laws of the Member State of employment for social security enrollment. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article9a | |
| Winding-up by the court or other competent authority of the Member State where the EU Inc. has its registered office | |
| 1. When an EU Inc. no longer complies with the requirement laid down in Article 9, the Member State in which the EU Inc.'s registered office is situated shall take appropriate measures to oblige the EU Inc. to regularise its position within a specified period either: | |
| a) by re-establishing its head office in the Member State in which its registered office is situated or | |
| b) by completing a cross-border conversion in accordance with Article 41. | |
| 2. The Member State in which the EU Inc.'s registered office is situated shall set up a judicial remedy with regard to any established infringement of Article 9. That remedy shall have a suspensory effect on the procedures laid down in paragraph 1. | |
| 3. Where it is established on the initiative of either the authorities or any interested party that an EU Inc. has its head office within the territory of a Member State in breach of Article 9, the authorities of that Member State shall immediately inform the Member State in which the EU Inc.'s registered office is situated. |
| Text proposed by the Commission | Amendment |
|---|---|
| Principle of digital-only procedures | Optional online-only Procedures |
| Text proposed by the Commission | Amendment |
|---|---|
| Principle of digital-only procedures | Optional online-only procedures |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Without prejudice to non-electronic procedures provided for by Member States, all procedures within the scope of this Regulation may be carried out online. Such online procedures could include, among others, video conferencing or other online means providing a real-time audiovisual connection, in accordance with the rules applicable to the national legal form designated under Article 4(3). |
An EU Inc. should be able to carry out procedures online, without prejudice to the possibility of also using offline procedures. According to the acquis set out in recital 22 of Directive (EU) 2019/1151, Member States should be entitled to specify how online procedures can be carried out, including, among others, video conferencing or other online means providing a real-time audiovisual connection, similar to those provided for under the rules applicable to the designated national legal form.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online, without prejudice to additional national requirements for document identification or for inspections performed by Member States in order to prevent abuse of law in social or tax matters. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively online. Such online procedures could include, amongst other, online means that provide a real-time audio-visual connection in accordance with the rules provided for the designated national legal form in Article 4(3). |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out fully online. Such procedures may include video-conferences or other online means that provide real-time audiovisual connection, in accordance with the national rules applicable to the legal form identified under article 4 (3). |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online through secure, accessible and user-friendly digital tools, taking into account the needs of SMEs and founders in less digitally developed regions. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. Where signed documents are required, the applicable rules on electronic identification and electronic signatures shall apply. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. Without prejudice to any additional requirements established by the national law of Member States. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Without prejudice to non-online procedures provided by Member States all procedures within the scope of this Regulation may be carried out exclusively online. |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that all procedures within the scope of this Regulation may be carried out exclusively fully online. | 1. Member States shall ensure that all procedures within the scope of this Regulation can be carried out exclusively fully online. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. | 2. The articles of association shall specify whether the communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares, shall be carried out fully online, and shall allow for the EU Inc. company and any shareholder to decide otherwise regarding the participation of the latter. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. | 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in national law, in the articles of association or in any agreement between an EU Inc. company and a shareholder. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. | 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association, or by the law, or in any agreement between an EU Inc. company and a shareholder. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. | 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares may be carried out online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. | 2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares may be carried out online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the use of enhanced digital verification measures. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online and that any requirement of physical presence is proportionate and does not create unnecessary barriers for legitimate SMEs and startups. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are factual indications of identity falsification, falsification or concealment of information about beneficial ownership or non-compliance with the rules set out in Article 14 (2) points (d) or (ea), and provided that any other steps of the procedure can be completed online. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. Where duly justified by a reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. Where justified by reason of the public interest in preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take additional verification measures. Those measures shall be carried out, whenever possible, online. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. |
To the further extent in which it is possible, additional verification measures shall be carried out online.
| Text proposed by the Commission | Amendment |
|---|---|
| 3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. | 3. In exceptional circumstances, where duly justified by overriding reason in the public interest of preventing identity misuse or alteration, or in ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2) point (d), and provided that any other steps of the procedure can be completed online. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Any enhanced digital verification measure required pursuant to this paragraph shall be necessary, proportionate, non-discriminatory and limited to what is strictly required to address the identified risk, such as identity misuse, while demonstrating a sufficient level of reliability to address the identified risk. Such measures shall not require the physical presence of the applicant, beneficial owner, representative, or founder, and shall be carried out exclusively by electronic means, in a manner consistent with Regulation (EU) No 910/2014 and applicable Union law, including Directive (EU) 2017/1132, Directive (EU) 2024/1640, [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets COM(2025) 838] and Directive (EU) 2025/25 as regards further expanding and upgrading the use of digital tools and processes in company law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Compliance with the excluded sectors in Annex Ia shall be assessed on the basis of the actual economic activity carried out by the company and not solely on the basis of its declared object, NACE classification, contractual arrangements, or description in the articles of association. Member States shall ensure that the object of the company, as declared in the articles of association, accurately reflects its intended economic activity. Competent authorities shall verify and, where necessary, refuse registration where the declared object does not correspond to the actual or intended activity, in particular in relation to sectors excluded pursuant to Annex Ia |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Fully online procedures under this Regulation shall enable the involvement of administrative or judicial authorities, notaries or other professionals with public authority, via video conference or other secure electronic means of communication, when that involvement is required or permitted by national law in order for identity, capacity, representation or legality checks to be performed, or for the act to be authenticated. The use of remote means of communication shall not reduce the scope or legal effect of the preventive control. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The possibility of completing procedures fully online shall not limit or replace obligations arising under Union AML/CFT legislation. Competent authorities shall remain empowered to carry out risk-based customer due diligence, request supplementary information, verify identities, beneficial ownership and the origin of supporting documents, and where necessary require additional safeguards before registration is completed |
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, François-Xavier Bellamy, Luděk Niedermayer, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. Member States shall ensure that documents, signatures, communications and procedural acts carried out in accordance with this Regulation in digital form shall have the same legal effects and evidentiary value as their non-digital equivalents. |
The Regulation should expressly clarify the principle of equivalence between digital and non-digital procedures.
| Text proposed by the Commission | Amendment |
|---|---|
| 3b. Should such enhanced digital verification measures not be available to the EU Inc. company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1 may take measures that require the physical presence. |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 3b. Member States shall ensure that all EU Inc. companies are attributed a European Unique Identifier without undue delay. The European Unique Identifier shall be assigned automatically and simultaneously with the registration of an EU Inc through the EU central interface. |
Upon registration, EU Inc companies should automatically receive a European Unique Identifier to be immediately able to use the European Business Wallets as the underlying infrastructure for digital procedures.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where a procedure requires a payment, Member States shall ensure that such payment can be made by means of a widely available online payment service that can be used for cross-border payments, that permits identification of the person that made the payment and is provided by a financial institution or payment service provider established in a Member State. | 1. Where a procedure requires a payment of capital or costs, Member States shall ensure that such payment can be made by means of a widely available online payment service that can be used for cross-border payments, that permits identification of the person that made the payment and is provided by a financial institution or payment service provider established in a Member State. |
Requiring companies to set up entirely online may be futile if registration fees can only be paid using a domestic payment method or over the counter – a well-documented obstacle for those setting up companies from another Member State or from outside the Union. Specifying that the payment is for costs would address the final shortcoming in the digital formation process, at no additional cost to the Member States. In any case, the payment should be easy to identify and channelled through a Union provider so that it can be traced by the authorities for anti-money laundering purposes.
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Lukas Mandl, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where a procedure requires a payment, Member States shall ensure that such payment can be made by means of a widely available online payment service that can be used for cross-border payments, that permits identification of the person that made the payment and is provided by a financial institution or payment service provider established in a Member State. | 1. Where a procedure requires a capital payment or payment for costs, Member States shall ensure that such payment can be made by means of a widely available online payment service that can be used for cross-border payments, that permits identification of the person that made the payment and is provided by a financial institution or payment service provider established in a Member State. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. EU Inc. shall maintain a bank account in a bank or another payment service provider within the Union. An evidence of the opening of that bank account shall form part of the documents required for the registration of an EU Inc. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 11a | |
| Payment accounts and banking services | |
| 1. An EU Inc. shall have the right to open, maintain, and use payment accounts and banking services in any Member State of the Union without the requirement to establish a subsidiary, branch, registered office, or other legal presence in that Member State. For the purposes of opening, maintaining, or operating a payment account or other banking relationship, the registration of an EU Inc. in the European Business Register shall constitute a presumption of its legal existence, legal capacity, registered office, beneficial ownership, and compliance with the requirements of this Regulation without prejudice to obligations arising under other Union law, in particular anti-money laundering framework. | |
| 2. Credit institutions, financial institutions and financial sector entities shall accept electronic identification, corporate records, beneficial ownership information, and other documentation obtained through the European Business Register or any interoperable Union digital identity framework established under Union law. | |
| 3. Any refusal to establish a banking or payment relationship with an EU Inc. shall be reasoned in writing and shall be based exclusively on objectively justified grounds relating to anti-money laundering, counter-terrorist financing, sanctions compliance, fraud prevention, prudential risk, or other requirements of Union law. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 12 | deleted |
| Employee participation | |
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | |
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. |
In so far as it relates to employee participation, this provision falls within the scope of Article 153(1)(f) TFEU (to which end, the Council acts unanimously), not Article 114 TFEU, paragraph 2 of which precludes provisions on the rights of employed persons and trade union representation. Protections would not be undermined by deleting this article. Directive (EU) 2019/2121 would continue to apply in the case of cross-border operations, while national law would apply in other cases.
Axel Voss, Henrik Dahl, Romana Tomc, Emil Radev, Wouter Beke, Maravillas Abadía Jover, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| Article 12 | deleted |
| Employee participation | |
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | |
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 12 | deleted |
| Employee participation | |
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | |
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. |
Employee participation regimes remain a matter of national company law and exist only in a limited number of Member States. There is no demonstrated need for harmonisation in the context of the EU Inc. Introducing uniform rules on employee participation would add unnecessary complexity and could discourage companies from opting into the EU Inc. framework, thereby creating an obstacle to the freedom of establishment rather than facilitating cross-border business activities.
| Text proposed by the Commission | Amendment |
|---|---|
| Article 12 | deleted |
| Employee participation | |
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | |
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules of the Member States where the collective rights are most favorable to the workers and where at least a part of the employees are habitually working, unless otherwise negotiated and agreed with the employees and their representatives when more than one Member State is concerned. In such cases, the provisions regarding the negotiation procedure as laid down in articles 3 to 7 of Directive 2001/86/EC will apply mutatis mutandis. |
| The country where the work is habitually carried out shall not be deemed to have changed if the employee is temporarily employed in another country. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State of the place of employment of the employees. |
| The place of employment is the country in which or, failing that, from which an employee habitually carries out his or her work in performance of the employment contract. The country where the work is habitually carried out shall not be deemed to have changed if the employee is temporarily employed in another country. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules if any in accordance with the applicable national law of the place of employment, board-level employee representation rights once the number of employees of the company exceeds any threshold, as laid down in the national law of the place of employment, for triggering board-level employee representation rights in that Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. This paragraph shall be without prejudice to mandatory employee participation rights applicable under the law of the Member State in which the employees of the EU Inc. habitually work. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the applicable national employee participation rules. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State of the place of employment of the employees. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the participation rules applicable in the Member State of the place of employment of the employees. |
Employee participation thresholds are based on where employees actually work: a workforce employed in a Member State is counted and protected under that Member State's rules. Linking participation rights solely to the registered office creates mismatches in both directions. It may subject a company to the codetermination rules of a Member State where none of its employees are employed, thereby imposing unnecessary burdens without protecting any local workforce. Conversely, it may deprive employees of the participation rights provided under the law of the Member State in which they actually work simply because the company's registered office is located elsewhere.
| Text proposed by the Commission | Amendment |
|---|---|
| The place of employment is the country in which or from which an employee habitually carries out his or her work under the employment contract. The country where the work is habitually carried out shall not be deemed to have changed if the employee is on temporary assignment in another country. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. An EU Inc. with employees in a Member State other than that of its registered office shall introduce board-level employee representation rights, in accordance with the applicable national law of the place of employment, once the number of employees of the EU Inc. company, including its branches and subsidiaries in that Member State reaches any threshold triggering such rights under national law. | |
| This obligation shall not apply, where the law of the Member State of the registered office of the EU Inc. company already provides for at least an equivalent level of employee participation as required under the national law of the place of employment. | |
| Where the EU Inc. company has employees in two or more Member States in which the thresholds triggering board-level employee participation under the applicable national law have been reached the arrangements providing the highest level of employee participation shall apply. Where the number of employees reaches another threshold under the applicable national law triggering a higher level of employee participation, the participation arrangements shall be adapted accordingly. | |
| The level of employee participation is measured by reference to the proportion of employee representatives among the members of the administrative or supervisory body. | |
| Where the applicable law on employee participation refers to a supervisory body, which the EU Inc. company has not established, the EU Inc. company is obliged to introduce such body by amending its articles of association accordingly. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. For the purposes of determining whether a threshold triggering employee participation rights has been met, the employees of all subsidiaries and controlled undertakings of the EU Inc. habitually working in a given Member State shall be counted together with the employees of the EU Inc. itself habitually working in that Member State. A subsidiary or controlled undertaking shall be defined in accordance with Article 19 and Council Directive 2009/38/EC on the European Works Council. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. For the purpose of determining the number of employees under this Article, all employees of the EU Inc. company, including all its branches and subsidiaries, within the territory of the Member State concerned shall be taken into the calculation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. Where the applicable law cannot be determined in accordance with paragraph 1a, including where the application of the national laws of two or more Member States would result in the same proportion of employee representatives but different employee participation regimes, the negotiation procedure provided for in Articles 3 to 7 of Directive 2001/86/EC shall be initiated, or, where appropriate, reinitiated, once the number of employees reaches in at least one Member State a threshold triggering board-level employee representation rights and: | |
| (a) where no employee participation rights are yet in place; or | |
| (b) where reaching the threshold under the applicable national law requires an adjustment of existing employee participation arrangements; or | |
| (c) where reaching the threshold under the applicable law results in the application of a different employee participation regime. | |
| The result of the negotiation procedure may not lower the level of employee participation that was established by the EU Inc. before the negotiation procedure started. Where the negotiation procedure is triggered because a higher national threshold has been reached, the result may not provide for a lower level of employee participation than that required under the applicable national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. An EU Inc. with employees habitually working in a Member State other than that of its registered office shall introduce board-level employee representation rights, in accordance with the applicable national law of the place of employment, once the number of habitually working employees of the EU Inc. company, in that Member State reaches the threshold triggering such rights under national law. | |
| Where the EU Inc. company has employees in more than two Member States whose laws provide for board-level employee representation, the arrangements providing the highest level of employee participation shall apply. Where the applicable law on employee participation refers to a supervisory body, which the EU Inc. company has not established, the EU Inc. company is obliged to introduce such body by amending its articles of association accordingly. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1b. If an EU Inc. does not comply with these requirements on employee participation, the Member State of registration or any Member State concerned shall immediately remove its EU Inc. status. This also applies to the branches and subsidiaries of the EU Inc. concerned. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1c. For the purpose of determining the number of employees under this Article, all employees of the EU Inc. company, including all its branches and subsidiaries, within the territory of the Member State concerned shall be taken into the calculation. If an EU Inc. company is the controlling company of a group, for the application of this Article to the controlling company the employees of the group companies shall be considered as employees of the controlling company. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1d. Paragraphs 1a and 1b shall not be used for the purpose of circumventing, lowering or otherwise undermining existing employee participation rights. Member States shall lay down rules applicable to infringements of this Article in accordance with Article 106. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. | 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters -I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. Where the national law applicable to employee participation under this paragraph is a different one than the one determined in accordance with paragraphs 1 and 1a of this Article, paragraph 1b of this Article applies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. | 2. Where an EU Inc. company is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. company carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. These rules shall be applied in a manner that ensures no reduction in the existing level of participation rights previously enjoyed by employees in their respective Member States of employment. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. that operates a branch in a Member State whose national law provides for employee participation shall convert that branch into a subsidiary once the branch employs more than 500 employees. Where the applicable employee participation threshold in the Member State is higher than 500, the branch shall be converted into a subsidiary upon reaching this higher threshold. The subsidiary shall be an EU Inc. company. | |
| An EU Inc. shall not establish or maintain multiple branches in the same Member State for the principal purpose of artificially dividing the number of employees per branch and thereby circumventing applicable rules on employee participation. |
Local rules on employee participation shall not be circumvented by EU Inc. companies. However, local rules should not apply in other Member States. This amendment therefore creates an automatic conversion of branches into subsidiary, to ensure an independent structure can apply local rules on employee participation.
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The employment relationship between an EU Inc. and its employees shall be governed by the national labour law of the Member State in which the employee carries out his or her work duties. The temporary performance of work in another Member States or outside the Union, including business travel or temporary posting, shall not in itself affect the determination of the applicable labour law, unless otherwise provided by Union law, the applicable national law, or an applicable international agreement. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. This Regulation shall be without prejudice to national and Union rules on labour, social security, the information and consultation of employees and employee participation. The location of an EU Inc.’s registered office may not be chosen or moved for the purposes of avoiding mandatory applicable rules in the Member State in which its employees habitually carry out their work or in which the business is effectively conducted. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. This Regulation is with due respect of safeguards for the participation of employees and the employees' representatives in the affairs of a company, as defined in Article 2 (k) of Council Directive 2001/86/EC. These rules shall be applied in a manner that ensures no reduction in the existing level of participation rights previously enjoyed by employees in their respective Member States of employment. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. The creation of an EU Inc. company shall not be used to deprive employees of existing co-determination rights applicable in the Member State competent for these rights prior to the establishment of the EU Inc. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 12a | |
| Determination of the applicable law for employee participation | |
| 1. Where there is a dispute or uncertainty as to the national law applicable under Article 12, the board of directors of the EU Inc. company, employee representatives concerned or the trade unions that would have a nomination right under the national law whose application is disputed or uncertain, may request the competent court of the Member State of the place of employment concerned to determine the applicable law. | |
| 2. The court referred to in paragraph 1, shall have exclusive jurisdiction to determine the applicable law. | |
| 3. Once the applicable law is established, the courts of that legal order shall have exclusive jurisdiction to settle disputes relating to employee participation of an EU Inc. company. | |
| 4. Pending the final determination of the applicable law, the EU Inc. company shall maintain the existing level of employee participation and shall not use such dispute or uncertainty to circumvent, reduce or otherwise undermine employee participation rights. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article12a | |
| An EU Inc. shall not be used to deprive employees of rights to employee participation or withhold such rights. To this end, a Member State which provides for a better employee participation regime than the Member State in which the EU Inc. is registered, shall ensure that its employee participation rights regime will be maintained, in cases where the EU Inc. operates in that Member State and, according to the law of that Member State, the number of employees of the EU Inc. exceeds the threshold triggering employee participation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A harmonised application form shall be used for all cases of formation of an EU Inc. company. It shall be fully digital, machine readable and shall collect information as structured data. | 1. A harmonised application form shall be used for all cases of formation of an EU Inc. company. It shall be fully digital, machine readable and shall collect information as structured data in a way that facilitates once-only data exchange with tax, social security and beneficial ownership registers, in accordance with Union and national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A harmonised application form shall be used for all cases of formation of an EU Inc. company. It shall be fully digital, machine readable and shall collect information as structured data. | 1. Applicants may use a harmonised application form for all cases of formation of an EU Inc. company. It shall be fully digital, machine readable and shall collect information as structured data. |
This amendment makes technical improvements to the text of the Article and brings it into line with Directive (EU) 2017/1132, as amended by Directive (EU) 2019/1151 and Directive (EU) 2025/25 (see, for example, the term ‘applicants’, which is already used in the acquis, as well as the references to ‘authorities, persons or bodies mandated by Member States’ for formation, filing and other purposes, which this amendment includes in recital 22 and Article 13).
| Text proposed by the Commission | Amendment |
|---|---|
| 1. A harmonised application form shall be used for all cases of formation of an EU Inc. company. It shall be fully digital, machine readable and shall collect information as structured data. | 1. A standard application form may be used for cases of formation of an EU Inc. company. The application form shall be fully digital, machine readable and shall collect information as structured data. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. | 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. The forms according to this paragraph shall contain all information laid down the Article 13 paragraph 3 of this Regulation. |
Axel Voss, Romana Tomc, Angelika Niebler, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. | 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and at least one prospective member of the board shall sign it by means of trust services referred to in Regulation (EU) No 910/2014. |
Depending on the company structure, the signature of all directors might create unnecessary administrative burden.
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. | 2. The applicants who use the harmonised aplication form, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The prospective members of the board of directors, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. | 2. Applicants who use the form, identified through electronic identification means in accordance with Regulation (EU) No 910/2014, shall fill in the company application form and sign it by means of trust services referred to in Regulation (EU) No 910/2014. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The application form referred to in paragraph 1 shall include the information specified in the implementing act referred to in Article 35(3) point (b), to the extent that it is necessary for the purposes of: | 3. The application form referred to in paragraph 1 shall include the information specified in the delegating act referred to in Article 35(3) point (b), to the extent that it is necessary for the purposes of: |
The reference to an ‘implementing’ act is replaced with a ‘delegated’ act as this is more appropriate for adopting acts that require more input from co-legislators.
| Text proposed by the Commission | Amendment |
|---|---|
| (a) company formation in the national business register; | (a) ‘company formation’; |
This phrase must be deleted because it is already included in the concept of ‘formation’ of a company in that indent, as per the definition of ‘formation’ in Article 2 of the proposal. This definition covers the whole process, from drawing up the instrument of constitution to registering the EU Inc.
| Text proposed by the Commission | Amendment |
|---|---|
| (c) issuing the VAT identification number; | (c) issuing the VAT identification number, in accordance with the national law of the country of tax residence; |
| Text proposed by the Commission | Amendment |
|---|---|
| (da) submitting the information required by the anti-money laundering legislation applicable in the Member State of registration as required in the context of the incorporation for the designated national legal form in accordance with Article 4(3). |
| Text proposed by the Commission | Amendment |
|---|---|
| (da) information necessary for the verification of beneficial ownership and for compliance with applicable Union AML/CFT legislation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. providing the information required by the anti-money laundering legislation applicable in the Member State of registration, as required for formation for the designated national legal form, in accordance with Article 4(3) |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The application form shall be accompanied by the articles of association, which may use the EU templates referred to in Article 8. The founding shareholders shall sign the articles of association by means of trust services in accordance with Regulation (EU) No 910/2014. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The application form shall be accompanied by the articles of association, which may use the EU templates referred to in Article 8. The founding shareholders shall sign the articles of association by means of trust services in accordance with Regulation (EU) No 910/2014. | deleted |
This deletion is proposed because the content, as dealt with in the relevant provisions of the proposal, is redundant (see, for instance, Article 13(3)(a), which refers to ‘company formation’).
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The application form shall provide that persons applying to become directors declare their consent to becoming directors, acknowledge their duties and declare whether they are aware of any circumstances which could lead to a disqualification in the Member State of registration. | 5. The application form shall provide that persons applying to become directors declare their consent to becoming directors, acknowledge their duties and declare whether they are aware of any circumstances which could lead to a disqualification. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Founding shareholders, proposed directors and beneficial owners shall provide any information necessary to enable competent authorities to comply with applicable Union AML/CFT obligations, including, where appropriate, information required for customer due diligence, beneficial ownership verification and sanctions screening. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. | 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. If applicable, no time period shall be set for completing the preventive controls and for issuing the EU Inc.’s European and national registration documents. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. | 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. In such cases, procedural deadlines for finishing the preventive control and issuing the documents shall be laid down without prejudice to the relevant national legal provisions. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. | 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, if a specific suspicion is reported by a Member State or if their existence is ascertained during preventive controls. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. | 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls carried out in accordance with Article 14. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls. | 6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls carried out in accordance with Article 14. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6a. Where the competent authority identifies circumstances requiring enhanced due diligence under Union AML/CFT legislation, the application shall not qualify for any simplified or fast-track registration procedure until those requirements have been fulfilled. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100127 , or national trade mark of a Member State, as referred to in Directive (EU) 2015/243628 . Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18 with the business register, that the register provides the automatic verification. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. | 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100127 , or national trade mark of a Member State, as referred to in Directive (EU) 2015/243628 . Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18 with the business register, that the register provides the automatic verification. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. The Commission shall adopt implementing acts laying down the technical specifications and verification criteria for the interoperability between BRIS and the EUIPO databases, including the methodology for assessing similarities between company names and trade marks. |
| 27 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99), ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01 | 27 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99), ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01 |
| 28 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp. 1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23 | 28 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp. 1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23 |
Axel Voss, Henrik Dahl, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100127 , or national trade mark of a Member State, as referred to in Directive (EU) 2015/243628 . Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18 with the business register, that the register provides the automatic verification. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. | 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100127 , or national trade mark of a Member State, as referred to in Directive (EU) 2015/243628 . To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. |
| 27 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99), ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01 | 27 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99), ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01 |
| 28 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp. 1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23 | 28 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp. 1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23 |
Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.
| Text proposed by the Commission | Amendment |
|---|---|
| 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100127, or national trade mark of a Member State, as referred to in Directive (EU) 2015/243628. Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18 with the business register, that the register provides the automatic verification. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. | 7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic and free-of-charge verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/100147, or national trade mark of a Member State, as referred to in Directive (EU) 2015/243648. Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18, that the register provides the automatic verification for the authorities, persons or bodies mandated under national law to deal with any aspect of company formation. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark. |
| 27 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99), ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01 | |
| 28 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp. 1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23 |
The proposed amendment also suggests the addition of a cross-reference to Article 14 and to the authorities, persons or bodies responsible for preventive control, in order to ensure consistency with Article 14, which also applies to the fast-track and ordinary formation processes referred to in Chapter II, regardless of whether or not the EU central interface and EU templates are used.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the formation of the EU Inc. in accordance with the procedures referred to in this Article, the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association, the transfer or issuance of shares, and the dissolution, liquidation and closure of an EU Inc. shall be subject to preventive administrative, judicial or notarial control, or any combination thereof, in accordance with Article 10. This requirement is without prejudice to national laws requiring the instrument of constitution to be drawn up and certified in the appropriate legal form, as provided for the relevant designated national legal form referred to in Article 4(3). |
Aceste modificări și completări la considerentul 20 și la articolul 14 sunt justificate pentru a le alinia la acquis-ul existent în domeniul dreptului societăților comerciale, în special considerentul 9 din Directiva UE 2025/25 și articolul 10 din CLD, astfel cum a fost modificat prin Directiva UE 2025/25, dar ținând cont și de articolele 13 g și 13 k inserate în CLD și de trimiterile acestora la dispozițiile privind constituirea online prin Directiva UE 2025/25. Domeniul de aplicare al alineatului 1 este extins în conformitate cu conținutul Regulamentului, care depășește „acquis-ul” privind procesele de constituire și depunere, incluzând, prin urmare, cerințele necesare de control preventiv care ar trebui să aibă loc și pe parcursul ciclului de viață al societății comerciale din UE pentru a asigura certitudinea juridică și garanțiile împotriva spălării banilor (în conformitate cu articolul 10 din Directiva UE 2025/25).
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. Nothing in this Regulation shall require Member States to remove or reduce the preventive role of notaries where national law entrusts them with legality checks, identity verification or anti-money laundering obligations in the formation of companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the formation of an EU Inc. according to the procedures indicated in this Chapter, the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association, and the dissolution, liquidation and closure of the EU Inc., shall be subject to preventive administrative, judicial, notarial, or legal professional control, or any combination thereof. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the formation of an EU Inc, the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association the transfer or issuance of shares, and the dissolution, liquidation and closure of the EU Inc. shall be subject to preventive administrative, judicial or notarial control, or any combination thereof in compliance with Article 10. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to substantive preventive administrative, judicial or notarial control. The combined use of different forms of control shall not entail the accumulation of procedural requirements, the duplication of checks or additional burdens or deadlines for the applicant. |
Authorising the use of multiple different controls runs the risk of legitimising a slew of mandatory administrative, judicial and notarial checks on the formation of the EU Inc. and therefore duplicate the checks imposed, costs borne and time invested, which would run counter to the time limits of Articles 16 and 17. This amendment does not impinge upon the freedom of the Member States to organise their own procedures. Rather, in accordance with the principle of proportionality, it seeks only to forestall the cumulative effects thereof.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association, the issuance or transfer of shares, and the dissolution, liquidation and closure of the EU Inc. shall be subject to effective preventive administrative, judicial or notarial control, or any combination thereof. |
Preventive controls should not be limited to the formation or incorporation of an EU Inc. While robust checks at the stage of incorporation are important, they are not sufficient to prevent abuse throughout the existence of the company. Effective preventive controls should therefore be ensured throughout the entire lifecycle of the EU Inc.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association, the transfer or issuance of shares, and the dissolution, liquidation and closure of the EU Inc, shall be subject to preventive administrative, judicial and notarial control in compliance with Article 10. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial, notarial or other control, or any combination thereof, in accordance with relevant national laws. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive control. Article 10 of Directive (EU) 2017/1132 shall apply mutatis mutandis. Regulation (EU) 2024/1624 remains unaffected. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. | 1. Member States shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendments to the articles of association as well as the formation as a whole shall be subject to preventive administrative, judicial or notarial control, or any combination thereof. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. That requirement shall be without prejudice to national laws that require that the articles of association be drawn up and certified in due legal form, as provided for the designated relevant national legal form |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | deleted |
| (a) the formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; | |
| (b) the mandatory minimum content is included as specified in the Annex; | |
| (c) the name and the object of the EU Inc. comply with the requirements of this Regulation; | |
| (d) the applicants have the necessary legal capacity and have authority to represent the EU Inc. company; | |
| (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in kind have been met in accordance with Article 65. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | 2. Member States shall lay down rules that mutatis mutandis provide at least for the following procedures to ensure that: |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | 2. Member States establish detailed rules which, mutatis mutandis, provide at least for procedures to ensure that |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | 2. Through the preventive control referred to in the first subparagraph, it shall be at least verified that: |
The list of verifications to be carried out as part of the preventive controls appears to be exhaustive and may therefore unduly restrict the ability of Member States to perform additional checks required under their national legal systems. While a common minimum set of verifications may contribute to consistency across the Union, Member States should remain free to carry out further verifications where this is required under national law.
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | 2. Member States shall lay down detailed rules that provide mutatis mutandis the procedures to ensure that: |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. That control shall verify that: | 2. Without prejudice to existing national rules, that control shall verify, at a minimum, that: |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; | (a) the formal requirements for the articles of association are fulfilled; |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; | (a) the formal requirements of article 9 and for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; | (a) the formal and substantive requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; | (a) the legal and formal requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly; |
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the mandatory minimum content is included as specified in the Annex; | (b) the mandatory minimum content is included; |
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the mandatory minimum content is included as specified in the Annex; | (b) the mandatory minimum content is included as specified in Annex I; |
| Text proposed by the Commission | Amendment |
|---|---|
| (1) the substantive legal requirements are met |
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) the substantive legal requirements have been met; |
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) that the substantive legal requirements are met; |
The new paragraph 2, point ba intends to further align the scope of preventive control with Article 10, paragraph 2, point c of Directive (EU) 2025/25.
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) the substantive legal requirements are met; |
| Text proposed by the Commission | Amendment |
|---|---|
| (ba) the substantive legal requirements are met; |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the name and the object of the EU Inc. comply with the requirements of this Regulation; | (c) the name and the object of the EU Inc. comply with the requirements of this Regulation and national law and that checks have been carried out in all relevant registers to ensure that the name is not already in use; |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the name and the object of the EU Inc. comply with the requirements of this Regulation; | (c) the name is admissible, lawfull and compliant with the requirements of this requirements of this Regulation and that the object of the EU Inc. complies with the requirements of this Regulation; |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the name and the object of the EU Inc. comply with the requirements of this Regulation; | (c) the legality of the name and the object of the EU Inc. comply with the requirements of this Regulation; |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the name and the object of the EU Inc. comply with the requirements of this Regulation; | (c) the legitimacy of the name and the object of the EU Inc. are such as to comply with the requirements of this Regulation; |
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the applicants have the necessary legal capacity and have authority to represent the EU Inc. company; | (d) the identity of the applicants has been verified through electronic identification means with a substantial or high assurance level within the meaning of Regulation (EU) No 910/2014 or through another identification method recognised by the applicable law; their legal capacity and, where they are acting on behalf of another person, the existence, adequacy, scope, and validity of their authority of representation, has been checked; (ea) the beneficial owner or owners of the company have been identified and verified, and the completeness and consistency of the information provided in line with Article 13(3), point(d), has been checked, in accordance with Regulation (EU) 2024/1624 and with Directive (EU) 2024/1640; (eb) through the exchange of information referred to in Article 22 and in Directive (EU) 2017/1132, it has been checked that no person put forward for the position of director is currently disqualified from acting as a director in the Member State of registration or, where applicable in accordance with Article 22, in another Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| (d) the applicants have the necessary legal capacity and have authority to represent the EU Inc. company; | (d) the applicants have the necessary legal capacity and have authority to represent the EU Inc. company, including by means of a reliable identity check; |
| Text proposed by the Commission | Amendment |
|---|---|
| (da) persons put forward to be directors are not disqualified from acting as a director in the Member State of registration; |
| Text proposed by the Commission | Amendment |
|---|---|
| (da) the shareholders have the necessary legal capacity; |
| Text proposed by the Commission | Amendment |
|---|---|
| (db) anti money laundering measures are taken in accordance with Union and national law; |
| Text proposed by the Commission | Amendment |
|---|---|
| (dc) the formation of the EU Inc. company does not go against Union or national sanctions; |
| Text proposed by the Commission | Amendment |
|---|---|
| (dd) the founders and formation comply with requirements relating to beneficial ownership, director eligibility and creditor protection under Union and national law; |
| Text proposed by the Commission | Amendment |
|---|---|
| (de) when the EU Inc is formed ex nihilo by another company or through the conversion of an existing company, the company has fulfilled its obligations towards public creditors, any open obligations have been sufficiently secured and the company is not subject to any ongoing court proceedings concerning in particular infringement of social, labour or environmental law, the outcome of which might lead to further obligations being imposed on the company, including in respect of citizens and private entities; |
| Text proposed by the Commission | Amendment |
|---|---|
| (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in kind have been met in accordance with Article 65. | (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in other than in cash have been met in accordance with Article 65. |
| Text proposed by the Commission | Amendment |
|---|---|
| (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in kind have been met in accordance with Article 65. | (e) all contributions to capital have been carried out in accordance with Article 64(4), and, where applicable, that the additional requirements for non-cash contributions have been met. |
| Text proposed by the Commission | Amendment |
|---|---|
| (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in kind have been met in accordance with Article 65. | (e) any considerations that are to be contributed to capital have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in a form other than cash have been met. |
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) the identity of each founder and of each person declared as a beneficial owner of the EU Inc. in accordance with Directive (EU) 2015/849 has been screened against the relevant Union and national sanctions lists accessible through the EU Sanctions Map and against the information held in the interconnected beneficial ownership registers referred to in Article 20, and that no adverse finding has been identified that would prevent registration under applicable Union or national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) Union and national requirements relating to anti-money laundering and counter-terrorist financing have been met, to the effect that the EU Inc. has not been exploited for money laundering, terrorist financing, tax evasion or other unlawful purposes, including by means of organised crime. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) the person proposed for appointment as a director is not disqualified from holding office in the Member State of registration and that no information indicating his or her disqualification in another Member State is available through the relevant Union or national registers; |
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) compliance with the obligations laid down in Regulation (EU) 2024/1624 of the European Parliament and of the Council of 31 May 2024 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing. |
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) where required under Union AML/CFT legislation, the identity of founders, directors, authorised representatives and beneficial owners has been verified; |
| Text proposed by the Commission | Amendment |
|---|---|
| (ea) the identities of the shareholders and directors listed in the registration form and articles of association |
| Text proposed by the Commission | Amendment |
|---|---|
| (eb) the information submitted regarding beneficial ownership is complete, consistent and does not present manifest discrepancies with information available to competent authorities; |
| Text proposed by the Commission | Amendment |
|---|---|
| (eb) the conformity of the articles of association with national and EU regulations, with an emphasis on employee participation governance and shareholders rights rules. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| (eb) all applicable requirements arising from anti-money laundering (AML) and countering the financing of terrorism legislation are complied with. |
| Text proposed by the Commission | Amendment |
|---|---|
| (ec) that it is compliant with Annex Ia and does not carry out an economic activity in any of the excluded sectors. Compliance with the excluded sectors in Annex Ia shall be assessed on the basis of the actual economic activity carried out by the company and not solely on the basis of its declared object, NACE classification, contractual arrangements, or description in the articles of association. | |
| Member States shall ensure that the object of the company, as declared in the articles of association, accurately reflects its intended economic activity. Competent authorities shall verify and, where necessary, refuse registration where the declared object does not correspond to the actual or intended activity, in particular in relation to sectors excluded pursuant to Annex Ia |
| Text proposed by the Commission | Amendment |
|---|---|
| (ec) there are no reasonable grounds to suspect that the formation of the company is intended to facilitate money laundering, terrorist financing, sanctions evasion or other criminal misuse. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. For the purposes of preventive controls referred to in this Article, Member States shall require the applicants to provide a declaration indicating: | |
| a. the location of the company’s premises; any bank account(s) in the Union; | |
| b. principal assets, including whether most of its assets are located outside the Member State of its registered office; | |
| c. expected sources of revenue; | |
| d. whether its day-to-day operations and strategic decision making is outsourced to a third party; | |
| Such declaration supports risk assessment and shall not, in itself, constitute a ground for refusing the registration of an EU Inc. company. The Commission shall specify the information to be included in the declaration by means of delegated act referred to in Article 35(3)(b). |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. Member States may apply proportionate risk-based controls where multiple applications for the formation of EU Inc. companies are submitted by the same founder, beneficial owner, authorised representative or intermediary within a limited period of time, where such applications indicate an increased risk of fraud, abuse or money laundering. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. That preventive control shall be without prejudice to the Member States’ powers to perform administrative, judicial or other types of a posteriori controls in accordance with their national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. Preventive controls shall be carried out on a risk-sensitive basis. Where indicators of elevated money laundering or terrorist financing risk are identified, competent authorities may require additional documentation, carry out enhanced verification measures or suspend registration pending completion of those controls. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 14a | |
| Anti-money laundering and countering the financing of terrorism safeguards | |
| 1. The formation of an EU Inc., amendments affecting its ownership or control, the appointment of directors and the registration of branches shall be carried out in compliance with applicable Union AML/CFT legislation. | |
| 2. Nothing in this Regulation shall be interpreted as limiting the powers of competent authorities to conduct customer due diligence, enhanced due diligence, beneficial ownership verification, sanctions screening, or any other preventive measures required under Union law. | |
| 3. Competent authorities may suspend or refuse registration where there are reasonable grounds to suspect money laundering, terrorist financing, sanctions evasion, fraud or the submission of false or misleading information, without prejudice to procedural rights under national law. | |
| 4. The application of digital and automated procedures under this Regulation shall not reduce the effectiveness of AML/CFT controls or the ability of competent authorities to exercise professional judgment on a risk-sensitive basis. |
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Commission shall establish the EU central interface as part of the European electronic access point to BRIS as referred to in Article 22 of Directive (EU) 2017/1132. | 1. The Commission shall establish the EU central interface as part of the European electronic access point to BRIS as referred to in Article 22 of Directive (EU) 2017/1132. Applications for the formation and filings under this Regulation shall be submitted through the EU central interface. |
Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Commission shall establish the EU central interface as part of the European electronic access point to BRIS as referred to in Article 22 of Directive (EU) 2017/1132. | 1. The Commission shall make the EU central interface available via the e-Justice Portal. |
Indiferent de articolul 22 alineatul (5) din Directiva privind drepturile de autoritate (CLD), care prevede puncte de acces naționale pentru schimbul de informații între BRIS și autoritățile, persoanele sau organismele naționale de control preventiv, interfața centrală a UE, care ar trebui să fie pusă la dispoziție pe portalul e-justiție, ar trebui să fie pe deplin interoperabilă și conectată la site-ul web/portalul electronic unic național al autorităților naționale competente de control preventiv, al persoanelor sau organismelor, altele decât BRIS și registrele comerțului, pentru a eficientiza procesul de constituire a societății UE.
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The Commission shall establish the EU central interface as part of the European electronic access point to BRIS as referred to in Article 22 of Directive (EU) 2017/1132. | 1. The Commission shall shall make available at the e-Justice portal the EU central interface. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. Responsibility for verifying, recording, registering and updating company information shall remain with the business registers of the Member States. The EU central interface shall operate solely as an interoperability tool and shall not impinge upon the legal responsibilities of national business registers. |
The central interface should remain an interoperability tool. This amendment confirms that the national registers should retain the legal responsibility for verifying, registering and updating company information, and therefore removes all uncertainty surrounding the division of competences.
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The Commission shall make available electronically in all Union languages the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the registration of and filing by an EU Inc. on the EU central interface. | 2. The Commission shall make available electronically in all Union languages the application form referred to in Article 13 and relevant detailed guidance for the registration of and filing by an EU Inc. on the EU central interface. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The Commission shall make available electronically in all Union languages the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the registration of and filing by an EU Inc. on the EU central interface. | 2. The Commission shall make available electronically in all Union languages the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the formation of and filing by an EU Inc. using the EU central interface. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The Commission shall make available electronically in all Union languages the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the registration of and filing by an EU Inc. on the EU central interface. | 2. The Member States shall make available electronically the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the formation of and filing by an EU Inc. using the EU central interface. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities. | 3. Where an EU Inc. is formed using the EU central interface in accordance with Articles 16 and 17, the Commission and the Member State of registration shall ensure that that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. and that such data are shared with national preventive control authorities, persons or bodies mandated under national law to deal with any aspect of formation of companies |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities. | 3. Where an EU Inc. is formed using the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the submitted documents are shared with the authorities, persons or bodies mandated under national law to deal with any aspect of formation of companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities. | 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission and Member States shall ensure that the submitted documents are shared with the authorities, persons or bodies mandated under national law to deal with any aspect of formation of companies. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities. | 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the national single interface of the Member State of registration the application form and the articles of association. That national single interface shall share such data with national preventive control authorities. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities. | 3. Where an EU Inc. is formed using the EU central interface in accordance with Articles 16 and 17, the Commission and the Member State of registration shall ensure that the documents filed are made available to the authorities, persons or bodies mandated under national law to deal with any aspect of company formation. |
Indiferent de articolul 22 alineatul (5) din Directiva privind drepturile de autoritate (CLD), care prevede puncte de acces naționale pentru schimbul de informații între BRIS și autoritățile, persoanele sau organismele naționale de control preventiv, interfața centrală a UE, care ar trebui să fie pusă la dispoziție pe portalul e-justiție, ar trebui să fie pe deplin interoperabilă și conectată la site-ul web/portalul electronic unic național al autorităților naționale competente de control preventiv, al persoanelor sau organismelor, altele decât BRIS și registrele comerțului, pentru a eficientiza procesul de constituire a societății UE.
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. The EU central interface shall support the secure transmission of information necessary for compliance with Union AML/CFT legislation between competent authorities, without prejudice to the applicable rules governing access to beneficial ownership information, data protection and professional secrecy. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authority in accordance with national law compliant with the provisions of this Regulation and other Union law. | deleted |
Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authority in accordance with national law compliant with the provisions of this Regulation and other Union law. | 4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authorities in accordance with national law compliant with the provisions of this Regulation and other Union law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authority in accordance with national law compliant with the provisions of this Regulation and other Union law. | 4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authorities in accordance with national law compliant with the provisions of this Regulation and other Union law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The EU central interface shall enable real-time tracking of the registration status of a company. | 5. The EU central interface shall enable real-time tracking of the formation status of a company. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The EU central interface shall enable real-time tracking of the registration status of a company. | 5. The EU central interface shall enable real-time tracking of the formation status of a company. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The EU central interface shall provide information about the registration of intellectual property rights, including trade marks and designs. | 6. The EU central interface shall provide information about the registration of intellectual property rights, including trade marks and designs and, where appropriate, links to information on relevant Union and national support schemes for SMEs, startups and scaleups. |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The EU central interface shall provide information about the registration of intellectual property rights, including trade marks and designs. | 6. The EU central interface shall provide information about the registration of intellectual property rights, including trade names, trade marks and designs. |
| Text proposed by the Commission | Amendment |
|---|---|
| 7. EU Inc. companies shall be able to file documents and information in accordance with Article 25(1) and Article 27(1) through the EU central interface. | 7. EU Inc. companies shall be able to file documents and information in accordance with Article 25(1) and Article 27(1) using the EU central interface. |
| Text proposed by the Commission | Amendment |
|---|---|
| 7. EU Inc. companies shall be able to file documents and information in accordance with Article 25(1) and Article 27(1) through the EU central interface. | 7. EU Inc. companies shall be able to file documents and information in accordance with Article 25(1) and Article 27(1) using the EU central interface. |
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Jörgen Warborn, Emil Radev, Wouter Beke, Luděk Niedermayer, Lukas Mandl, Adrián Vázquez Lázara, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 7a. The Commission shall make available through the EU central interface easily accessible information and practical guidance on the formation, operation and dissolution of EU Inc. companies. Such information shall include, in particular | |
| (a) the rights and obligations arising under this Regulation; | |
| (b) step-by-step guidance on the procedures provided for under this Regulation; | |
| (c) information on the national legal forms designated by each Member State pursuant to Article 1a(4) and the national rules applicable to those legal forms where this Regulation refers to national law; | |
| (d) information on the competent authorities in each Member State; | |
| (e) links to relevant national procedures and authorities where required under this Regulation. |
Easy access to clear and reliable information is essential for the successful uptake of the EU Inc. legal form. Comprehensive guidance on both Union and relevant national rules will reduce legal uncertainty, facilitate cross-border establishment and operation, and ensure that companies can make effective use of the harmonised framework.
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| 7a. The Commission shall ensure that the EU central interface is accessible to persons established both within and outside the Union who are entitled to participate in the procedures under this Regulation. Where electronic identification means or trust services recognised under Regulation (EU) No 910/2014 are not available to such persons, alternative secure identification and authentication mechanism shall be provided, without prejudice to the requirements of Union law. |
| Text proposed by the Commission | Amendment |
|---|---|
| Article 16 | deleted |
| Fast-track formation through the EU central interface | |
| 1. Where an EU Inc. is formed through the EU central interface the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8. | |
| 2. | |
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | |
| In case of those Member States which have not adopted the euro, the amount in national currency equivalent to the amount set out in subparagraph 1 shall be that obtained by applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of any Regulation setting that amount. | |
| For the purposes of conversion into the national currencies of those Member States which have not adopted the euro, the amount in euro specified in subparagraph 1 may be increased or decreased by not more than 5 % in order to produce round sum amounts in the national currencies. |
| Text proposed by the Commission | Amendment |
|---|---|
| Fast-track formation through the EU central interface | Fast-track formation using the EU central interface |
| Text proposed by the Commission | Amendment |
|---|---|
| Fast-track formation through the EU central interface | Fast-track formation using the EU central interface |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8. | 1. Where an EU Inc. is formed using the EU central interface and with the EU templates referred to in Article 8, Member States shall ensure that the registration of the EU Inc. is compelted within 2 working days from the submission of the documents needed to carry out the preventive control in accodance with Article 14 and with a maximum cost of 100 EUR or equivalent sum in the currency applicable in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8. | 1. Where an EU Inc. is formed using the EU central interface and the EU templates referred to in Article 8, Member States shall ensure that the formation of the EU Inc. is completed within 2 working days from the reception of the documents needed to carry out the preventive control in accordance with Article 14 and with a maximum cost determined by national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8. | 1. Where an EU Inc. is formed using the EU central interface and the EU templates referred to in Article 8, Member States must ensure that the formation of the EU Inc. is completed within two working days following receipt of the documents necessary for preventive control under Article 14 and at a maximum cost specified in national law. |
Aceste amendamente simplifică textul propunerii inițiale, clarificând termenul de constituire și costurile societăților comerciale UE Inc. atunci când se utilizează interfața centrală UE și șabloanele UE.
Trebuie menționat că, în acest caz, controlul preventiv va trebui efectuat într-o perioadă deosebit de scurtă, iar propunerea nici măcar nu prevede posibilitatea ca anumite cerințe legale să nu fie îndeplinite pentru finalizarea procesului, nici potențialele consecințe.
Referința la „48 de ore” este înlocuită cu „2 zile lucrătoare”, deoarece acesta este criteriul de numărare utilizat în cazurile în care nu se utilizează șabloanele UE (adică 5 zile lucrătoare).
Axel Voss, Henrik Dahl, Dóra Dávid, Romana Tomc, Angelika Niebler, Emil Radev, Wouter Beke, Luděk Niedermayer, Andrea Wechsler
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Where an EU Inc. is formed through the EU central interface the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8. | 1. Where an EU Inc. is formed, the prospective directors shall submit the application form referred to in Article 13 together with the EU templates for the standard articles of association referred to in Article 8 through the EU central interface. |
Registration should be done through the EU Interface only, not also national registers as they automatically receive the information from the Interface. This fully harmonises the application procedure.
| Text proposed by the Commission | Amendment |
|---|---|
| The time limits referred to may be extended where this is objectively justified for the purpose of carrying out additional verifications, including where prior authorisation is required under Union or national law before registration or the commencement of business. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | deleted |
| In case of those Member States which have not adopted the euro, the amount in national currency equivalent to the amount set out in subparagraph 1 shall be that obtained by applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of any Regulation setting that amount. | |
| For the purposes of conversion into the national currencies of those Member States which have not adopted the euro, the amount in euro specified in subparagraph 1 may be increased or decreased by not more than 5 % in order to produce round sum amounts in the national currencies. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. The competent authority may extend this deadline should additional controls be required to ascertain compliance with the requirements of Article 14, including in relation to anti-money laundering, the verification of identity and substantive legitimacy. Where it has grounds to suspect false identity or a breach of compliance with the requirements of Article 14, the competent authority may require that the applicants be summoned to respond in person. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within a reasonable period of time in order to carry out those prior checks from the submission of the documents referred to in paragraph 1 through the EU central interface and with a transparent and proportionate cost not exceeding the effective administrative cost of the procedure. Where there are factual indications that require additional verification of identity, beneficial ownership, legal capacity, representation or the legality of the object of the company, the period of time may be extended for a maximum of 30 days. The competent authority shall immediately inform the applicant of the grounds for the extension and of the planned completion date for the procedure. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum minimum cost of EUR 1000 or equivalent sum in the currency applicable in the Member State of registration. In case of those Member States which have not adopted the euro, the amount in national currency equivalent to the amount set out in subparagraph 1 shall be that obtained by applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of any Regulation setting that amount. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. Authorities in charge of the preventive control process may, in case of significant and reasoned concerns or insufficient resources for the appropriate level of scrutiny, derogate, in a proportionate manner, from the registration timeframe. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within two working days from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. Member States shall ensure that the use of the accelerated procedure is without prejudice to the effectiveness and quality of preventive controls. |
A time limit expressed in hours may expire outside normal business hours, including during weekends or public holidays, thereby creating practical difficulties for companies, shareholders, registries, notaries and other competent authorities involved in the procedure. By contrast, a period of "2 working days" provides a clear and predictable deadline that aligns with standard administrative and business practices, while preserving the intended level of procedural efficiency.
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. are completed within 48 hours of receipt by the competent business register of the complete set of documents specified in the implementing act referred to in Article 35(3) point (b) through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration for the entire registration procedure. |
The 48h deadline shall start only when the competent authorities receive the complete set of documents.
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours, unless additional circumstances relating to the preventive control justify a limited extension, from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the registration of the EU Inc. is completed within 48 hours from the completion of the preventive control carried out in accordance with Article 14. The submission of the documents referred to in paragraph 1 should be possible through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 5 working days from the reception of the documents needed to carry out the preventive control in accordance with Article 14 and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours two working days from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
Jaroslav Knot, Antonín Staněk, Klara Dostalova, Jaroslav Bžoch, Jana Nagyová, Jaroslava Pokorná Jermanová, Ondřej Knotek, Tomáš Kubín
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within two working days from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 15 working days from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. |
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- Licensed CC BY 4.0.
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- 25 September 2026
Cite as
European Parliament (2026). “AMENDMENTS 696 - 995 - Draft report The 28th regime corporate legal framework – ‘EU Inc.’”. Text, 22 July 2026. docId JURI-AM-791129. EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/JURI-AM-791129 (retrieved 25 September 2026). Data: EP Open Data API: document record, https://data.europarl.europa.eu/api/v2/documents/JURI-AM-791129 (CC BY 4.0).
BibTeX
@misc{epw-text-juri-am-791129,
author = {{European Parliament}},
title = {{AMENDMENTS 696 - 995 - Draft report The 28th regime corporate legal framework – ‘EU Inc.’}},
year = {2026},
date = {2026-07-22},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/JURI-AM-791129}},
url = {https://news.eu-parl.st-solutions.dev/texts/JURI-AM-791129},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. docId JURI-AM-791129. Data: EP Open Data API: document record (CC BY 4.0)}
}