Changes from report parliamentary committee draft to plenary report

Article 14 – paragraph 2 – introductory part: 2. Without prejudice to provisions of other acts of Union law as well as Articles 9 to 11 of this Directive, Member States shall not impose any restrictions on the activities referred to in paragraph 1, unless such restrictions are:

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ChangedArticle 14 – paragraph 2 – point b: (b) justified by overriding reasons in theof public interest; and

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ChangedArticle 14 – paragraph 2 – point c: (c) appropriate for ensuring the attainment of the objective pursued, interpreted strictly by the Member State concerned and do not go beyond what is strictly necessary inand orderthe forimpact thatof objectivethe restriction on an ECBA is proportionate to bethe attained.objective pursued.

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

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ChangedArticle 15 – paragraph 1 – point g a (new): (ga) restrictions on or additional requirements regarding the participation in matters of public or political debate, whether carried out on a regular or on an occasional basis as part of the objectives of the ECBA or through its activities, whether perceived or real, where such activities are not meant to benefit any single particular political party or political candidate.basis.

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

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

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

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

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

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AddedArticle 18 – paragraph 1 – subparagraph 1 – introductory part: Member States shall ensure that an application for registration of an ECBA is submitted to the competent authority of the Member State in which the ECBA intends to have its registered office. The application shall be submitted in the same format the legal entity identified in accordance with Article 4(4) is required to use, and shall be accompanied by the following documents and information, provided in an official language of that Member State or any other language allowed under the law of that Member State:

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

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

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RemovedArticle 18 – paragraph 4: 4. Member States shall ensure that the application for registration of an ECBA, including in cases of conversions and mergers, may be submitted online.

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

RemovedArticle 19 – paragraph 4 – subparagraph 1 – point e: (e) where any person authorised to represent the ECBA referred to in Article 18(1), point (d) or any member of the executive body, has been convicted of a particularly serious criminal offence as referred to in Article 7(3), second subparagraph, and such authorisation to represent the ECBA or membership in the executive body would be a threat to public order. In such cases, the ECBA shall be given reasonable time to rectify the situation.

AddedArticle 18 – paragraph 4: 4. Member States shall ensure that the application for registration of an ECBA including in cases of conversions and mergers, can be submitted online.

RemovedArticle 19 – paragraph 5 a (new): 5a. Member States shall publish the registration procedure on the Single Digital Gateway established by Regulation (EU) 2018/1724.

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

RemovedArticle 20 – paragraph 1: 1. Each Member State shall establish or use an existing national register for the purposes of registration of ECBAs pursuant to Article 19.

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

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

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

RemovedArticle 22 – paragraph 4 – point d: (d) where the persons authorised to represent the ECBA referred to in Article 18(1), point (d), any member of the executive body or the ECBA itself, if national law provides for this possibility, are the subject of proceedings for a particularly serious criminal offence as referred to in Article 7(3), second subparagraph, in the previous home Member State, and such representation or participation in the executive body by this person would be a threat to public order. In such cases, a Member State shall proceed with the transfer of the registered office when the representative or member of the executive body has been replaced or where the proceedings have ended and they did not lead to a conviction.

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

RemovedArticle 23 – paragraph 3 – subparagraph 1 a (new): Member States shall ensure that the application for a transfer of a registered office may be submitted online.

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

RemovedArticle 25 – paragraph 2 – point c: (c) a conviction for a serious criminal offence of the ECBA or of the members of its executive body committed in the name, on behalf or for the benefit of the ECBA; or

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

RemovedArticle 25 – paragraph 2 – point c a (new): (ca) a conviction for a serious criminal offence of a member of the executive body for a particularly serious criminal offence committed after the creation of the ECBA where participation in the executive body by such person would be a threat to public order.

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

RemovedArticle 25 – paragraph 2 – subparagraph 1 a (new): Where Member States provide for the involuntary dissolution of an ECBA in accordance with the first subparagraph, they shall provide a comprehensive written justification.

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

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ChangedArticle 2521 – paragraph 3: 3. WhereTo facilitate the competentuse authorityof hasthe concernsECBA thatcertificate onein ofall Member States, harmonise its format and reduce the reasonsadministrative referredburden tofor inboth paragraphMember 2States ofcompetent thisauthorities Articleand exists,ECBAs, itthe shallCommission giveshall aestablish reasonedthe noticetemplate tofor the ECBA incertificate writingand its technical specifications by means of itsan concernsimplementing andact. giveThat reasonableimplementing timeact toshall thebe ECBAadopted toin provideaccordance replieswith regardingthe thoseexamination concernsprocedure orreferred to rectifyin theArticle situation.29a(6).

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RemovedArticle 25 – paragraph 5: 5. Member States shall ensure that the decision referred to in paragraph 4 of this Article is reasoned, confirmed by a judicial decision and subject to effective judicial review in line with Article 11, and does not take effect while judicial review is pending.

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

RemovedArticle 26 – paragraph 2: 2. Member States shall ensure that any assets of the dissolved ECBA remaining after financial interests of possible creditors are discounted are transferred to a non-profit entity carrying out an activity similar to one of the activities of the dissolved ECBA or that the assets are transferred to a local authority, which is obliged to utilise them for an activity that is similar to the one pursued by the dissolved ECBA.

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

RemovedArticle 27 – paragraph 1: 1. Each Member States shall designate an independent competent authority (‘competent authority’) responsible for the application of this Directive.

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

RemovedArticle 27 – paragraph 3: 3. Member States shall notify the Commission of the names and tasks of other competent authorities established or designated for the purposes of the national rules applicable to the most similar or most commonly used form of non-profit association in their domestic legal order, as identified pursuant to Article 4(4), if applicable.

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

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

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

AddedArticle 23 – paragraph 3 a (new): 3a. Member States shall ensure that the request for a transfer of a registered office can be submitted online, and that any request is published on a publicly available website.

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

AddedArticle 24 – paragraph 1 – point a: deleted

AddedArticle 24 – paragraph 1 – point b: deleted

AddedArticle 24 – paragraph 1 – point c: deleted

AddedArticle 25 – paragraph 2 – introductory part: 2. Member States may provide for the involuntary dissolution of an ECBA, provided that the dissolution is preceded by a risk assessment, that it is prescribed by law, appropriate for the attainment of the objective pursued, does not go beyond what is strictly necessary, and that the dissolution is proportionate to the objective pursued, and only on the basis of one of the following reasons:

AddedArticle 25 – paragraph 2 – point b: (b) a serious threat to public order or public security caused by the activities of the ECBAs; or

AddedArticle 25 – paragraph 2 – point b a (new): (ba) a flagrant and repeated breach of the values of the Union enshrined in Article 2 TEU through its activities;

AddedArticle 25 – paragraph 2 – point c: (c) a conviction for a particularly serious criminal offence of the ECBA or of the members of its executive body committed in the name, on behalf or for the benefit of the ECBA; or

AddedArticle 25 – paragraph 2 – point c a (new): (ca) a conviction for a serious criminal offence of a member of the executive body for a particularly serious criminal offence committed after the creation of the ECBA where participation in the executive body by such person would constitute a threat to public order.

AddedArticle 25 – paragraph 3: 3. Where the competent authority has concerns that one of the reasons referred to in paragraph 2 of this Article exists, it shall give a comprehensively reasoned notice to the ECBA in writing of its concerns and give reasonable time to the ECBA to provide replies regarding those concerns as well as to rectify the situation.

AddedArticle 25 – paragraph 4: 4. Member States shall ensure that where, after having duly examined the replies by the ECBA pursuant to paragraph 3 of this Article, the competent authority determines that the ECBA must be dissolved because one of the reasons referred to in paragraph 2 of this Article has been ascertained and has not been rectified, it shall adopt a written decision to that effect which is to be formally shared with the ECBA. A decision to dissolve an ECBA may only be taken where there are no less restrictive measures capable of addressing the concerns raised by the competent authority.

AddedArticle 25 – paragraph 5: 5. Member States shall ensure that the decision referred to in paragraph 4 of this Article is duly reasoned and includes a comprehensive written justification, confirmed by a judicial decision, where applicable, in accordance with national law and subject to effective and independent judicial review in line with Article 11, and does not take effect while judicial review is pending.

AddedArticle 26 – paragraph 2: 2. Member States shall ensure that any assets of the dissolved ECBA remaining after financial interests of possible creditors are discounted are transferred to a non-profit entity carrying out an activity similar to one of the activities of the dissolved ECBA or that the assets are transferred to a local authority, which is obliged to utilise them for an activity or for the pursuit of an objective that is similar to one of the activities or objectives of the dissolved ECBA.

AddedArticle 27 – paragraph 1: 1. Each Member States shall designate the competent authority (‘competent authority’) responsible for the application of and supervision under this Directive.

AddedArticle 27 – paragraph 2: 2. Member States shall notify the Commission of the names of the competent authority designated pursuant to paragraph 1. The Commission shall publish a list of the designated competent authorities on a publicly available website and update it when relevant.