Text · Comparison of two versions
Changes from report parliamentary committee draft to plenary report
JURI-PR-771863 → A-10-2025-0126
- From
- JURI-PR-771863 report parliamentary committee draft of 20 Mar 2025
- To
- A-10-2025-0126 Plenary report of 1 Jul 2025
- Changes
- 66 changes to the text
- Paragraphs
- +66 added · −26 removed · 47 changed
More facts (3)
- Dossier
- 2022/0408(COD)
- Title (from)
- on the proposal for a directive of the European Parliament and of the Council harmonising certain aspects of insolvency law
- Title (to)
- on the proposal for a directive of the European Parliament and of the Council harmonising certain aspects of insolvency law
AI: What changed, in short Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds extensive recitals and articles on pre-pack proceedings, directors' duties, and microenterprise winding-up, altering the directive's scope and obligations.1114748 Strengthens creditors' committee provisions, including workers' representation, information sharing, and confidentiality, and adds supporting measures for SMEs.12131458 Modifies avoidance action rules, including exemptions for social security payments and netting, and presumption of knowledge for closely related parties.3282930 Enhances cross-border access for insolvency practitioners to registers, courts, and beneficial ownership information, and shortens notification deadlines.10224245 The remaining changes are formal or wording updates, including punctuation, cross-references, and terminology alignment.2456
The notes class 33 changes as substance, 21 as formal, 12 as wording only.
Changes that matter, 66
Changes to the text in document order — the ones the change notes describe. Cover page, renumbering and punctuation-only edits are left out (see “Every difference”); changes to citations and references stay in and are marked as formal in the notes.
Change 1
RemovedRecital 5 a (new): (5a) The minimum standards provided for in this Directive aim to approximate the insolvency laws of the Member States, taking into account, in particular, the following objectives: to maximise legal certainty as to the value of companies; to improve the efficiency of insolvency proceedings in terms of both costs and duration; to improve the predictability and fair distribution of value among creditors; to preserve the activity and viability of companies.
AddedRecital 1: (1) The objective of this Directive is to contribute to the proper functioning of the internal market and the Capital Markets Union and remove obstacles to the exercise of fundamental freedoms, such as the free movement of capital and freedom of establishment, which result from differences between national laws and procedures in the area of insolvency.
AddedRecital 2: (2) The wide differences in substantive insolvency laws acknowledged by Regulation (EU) 2015/848 of the European Parliament and of the Council32 and the stark divergence in the quality of domestic insolvency procedures as measured by the World Bank in its Doing Business studies create barriers to the internal market by reducing the attractiveness of cross-border investments, thus impacting the cross-border movement of capital within the Union and to and from third countries. Those differences also mean that harmonising certain aspects of insolvency law could entail changes in some Member States.
AddedRecital 3: (3) Insolvency proceedings ensure the orderly winding up or restructuring of companies or entrepreneurs in financial and economic distress. These proceedings are key in financial investments, as they determine the final recovery value of such investments. Diverging rules among Member States have contributed to increasing legal uncertainty and unpredictability about the value of companies and the outcome of insolvency proceedings, so raising barriers especially for cross-border investments in the internal market. Large divergences in recovery value and time required to complete insolvency proceedings across the Union have negative repercussions on cost predictability for creditors and investors in cross-border situations in the internal market
AddedRecital 4: (4) The integration of the internal market in the area of insolvency laws pursued by this Directive is a key tool for a more efficient functioning of the capital markets in the European Union, including greater access to corporate debt financing. Therefore, it is necessary to set out minimum requirements in targeted areas of national insolvency proceedings, which have a significant impact on the efficiency and length of such proceedings, especially on cross-border insolvency proceedings.
AddedRecital 4 a (new): (4a) The harmonisation of insolvency proceedings is associated with lower costs of credit, increased access to credit and improved creditor recovery and it could also serve as an effective protection for workers. At the same time, one of the goals when completing the Capital Market Union is to stimulate more equity financing.
Show 1 more line
AddedRecital 5 a (new): (5a) The minimum standards provided for in this Directive aim to approximate the insolvency laws of the Member States, taking into account, in particular, the following objectives: to maximise legal certainty as to the value of companies; to improve the efficiency of insolvency proceedings in terms of both costs and duration; to improve the predictability and fair distribution of value among creditors; and to preserve the operations and viability of companies.
AI: Note on change 1 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds recitals 1 to 4 and 4a stating the directive's objectives and rationale, and revises recital 5a to include preserving operations and viability.
Change 2
ChangedRecital 8: (8) In the context of avoidance actions, a distinction should be made between legal acts where the claim of the counterparty was due and enforceable and has been satisfied in the owed manner (congruent coverages) and those where performance was not entirely in accordance with the creditor’s claim (incongruent coverage). Incongruent coverages include, in particular, premature payments, the satisfaction with unusual means of payments, the subsequent collateralisation of a so far unsecured claim which was not already agreed upon in the original debt agreement, granting an extraordinary termination right or other amendments not provided for in the underlying contract, the waiver of legal defences or objections or the acknowledgement of disputable debts. In the case of congruent coverages, the avoidance ground of preferences can only be invoked if the creditor of the void, voidable or unenforceable legal act knewthat knew, at the time of the transactiontransaction, that the debtor was insolvent.
AI: Note on change 2 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases recital 8 to clarify that the creditor knew at the time of the transaction that the debtor was insolvent.
Change 3
ChangedRecital 9: (9) Certain congruent coverages, namely legal acts that are performed directly against fair consideration to the benefit of the debtor’s assets,asset, should be exempted from the scope of void, voidable and unenforceable legal acts. Those legal acts aim at supporting the ordinary daily activity of the debtor’s business. Legal acts falling under this exceptionexemption should have a contractual basis, and require the direct exchange of the mutual performances, but not necessarily a simultaneous exchange of performances, as, in some cases, unavoidable delays may result from practical circumstances. However, this exemption should not cover the granting of credit. Furthermore, performance and counter-performance in those legal acts should have an equivalence in value. At the same time, the counter-performance should benefit the debtor and not a third party. This exemption should cover, in particular, prompt payment of commodities, wages, or service fees, in particular for legal or economic advisors; cash or card payment of goods necessary for the debtor’s daily activity; delivery of goods, products, or services against payment by return; creation of a security right against disbursement of the loan; prompt payment of public fees against consideration (e.g. admittance to public grounds or institutions). In addition, it should also cover, where relevant, contribution payments to social security authorities and entering into netting arrangements.
AI: Note on change 3 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Extends the exemption for congruent coverages to include contribution payments to social security authorities and entering into netting arrangements.
Change 4
ChangedRecital 10: (10) New financing or interim financing provided during a restructuring attempt, including in the course of a preventive insolvency procedure under Title II of Directive (EU) 2019/1023 of the European Parliament and of the Council33 ,Council33, should be protected in subsequent insolvency proceedings. Consequently, avoidance actions on the ground of preferences should not be permitted against payments to or collateralisation in favour of the providers of such new- or interim financing, if those payments or collateralisations are performed in accordance with the claims of the providers. Such payments or collateralisation should be considered, therefore, as legal acts performed directly against fair consideration to the benefit of the insolvency estate.
AI: Note on change 4 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes punctuation in recital 10 by removing a comma before the footnote reference.
Change 5
ChangedRecital 12: (12) Parties who are closely related to the debtor, such as relatives in case the debtor is a natural person or actors fulfilling decisive roles in relation to a debtor that is a legal entity, usually enjoy an information advantage with regard to the financial situation of the debtor. In order to prevent abusive behaviours, additional safeguards should be established. Consequently, in the context of avoidance actions, legal presumptions about the knowledge of the circumstances on which the conditions for avoidance were based should be introduced when the other party involved in the void, voidable orand unenforceable legal act is a party closely related to the debtor. These presumptions should be rebuttable and should aim at reversing the burden of proof to the benefit of the insolvency estate.
AI: Note on change 5 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes 'or' to 'and' in recital 12 when referring to void, voidable and unenforceable legal acts.
Change 6
ChangedRecital 16: (16) In order to respect the right to the protection of personal data and the right to privacy, direct and immediate access to bank account registers should be granted to courts or administrative authorities that are designated by the Member States for that purpose. Insolvency practitioners should therefore be allowed to access information held in the bank account registers indirectly by requesting the designated courts or administrative authorities in their Member State to access the bank account registers and perform the searches. Member States should be able to designate different courts or administrative authorities for the purpose of accessing bank account registers domestically or cross-borderacross borders through the bank account registers interconnection system (BARIS) referred to in Directive (EU) 2024/1640 of the European Parliament and of the Council1a. Member States should be also able to provide that courts or authorities other than the courts or administrative authorities designated under this Directive verify the conditions for accessing and searching bank account information. Access to bank account information should be granted only on a case-by-case basis, where relevant to specific insolvency proceedings for the purpose of identifying and tracing assets belonging to the insolvency estate, as well as assets subject to avoidance actions. However, Member States should be able to adopt or maintain national rules that allow insolvency practitioners to directly access and sear…search thei…
AI: Note on change 6 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases recital 16 to replace 'cross-border' with 'across borders' and removes 'directly' before 'access and search'.
Change 7
ChangedRecital 17: (17) Directive (EU) 2024/1640 providesof thatthe European Parliament and of the Council34 provides that centralised automated mechanisms, such as central registers or central electronic data retrieval systems, are interconnected via BARIS, which is to be developed and operated by the Commission. Considering the growing importance of insolvency cases with cross-border implications and the importance of relevant financial information for the purposes of maximising the value of the insolvency estate in insolvency proceedings, the designated courts or administrative authorities should be able to access and search the bank account registers of other Member States directly through BARIS. / (deleted)34 OJ L, 2024/1640, 19.6.2024, ELI: http://data.europa.eu/eli/dir/2024/1640/oj.
AI: Note on change 7 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Updates recital 17 to correct the citation of Directive (EU) 2024/1640 and adds a footnote reference.
Change 8
ChangedRecital 17 a (new): (17a) Access by the courts or administrative authorities designated under this Directive to bank account information across borders through BARIS is based on the mutual trust among Member States derived from their respect of fundamental rights and of the principles recognised by Article 6 of the Treaty on European Union (TEU) and by the Charter of Fundamental Rights of the European Union (‘the(the Charter’),‘Charter’), as well as the fundamental rights and principles provided for in international law and international agreements to which the Union or all the Member States are party, including the European Convention for the Protection of Human Rights and Fundamental Freedoms, and in Member States’ constitutions, in their respective fields of application. The power to access and search bank account information through BARIS pursuant to this Directive should be exercised in compliance with Union and national rules, as well as national procedural safeguards on the protection of personal data.
AI: Note on change 8 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases recital 17a to change parentheses to commas around 'the Charter'.
Show 58 more changes
Change 9
ChangedRecital 19: (19) Directive (EU) 2024/1640 ensures that persons with a legitimate interest are granted access to beneficial ownership informationinformation, in accordance with data protection rules. For the purpose of tracing assets in the context of ongoing insolvency proceedingsproceedings, insolvency practitioners should be granted access in a timely manner to specific categories of beneficial ownership information, such as on the name, month and year of birth and the country of residence and nationality of the beneficial owner, as well as the nature and extent of beneficial interest held. At the same time, the scope of data directly accessible by the insolvency practitioners could be broader than the scope of data accessible by other parties having a legitimate interest. / (deleted)
AI: Note on change 9 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds commas in recital 19 and inserts 'on' before 'the name'.
Change 10
ChangedRecital 20: (20) To ensure that assets can be efficiently traced in the context of cross-border insolvency proceedings, insolvency practitioners appointed in a Member State should be granted expeditious access to national registers and databases, even when these registers and databases are located in a Member State other than that in which the insolvency practitioner was appointed. Access should be provided without the involvement of any intermediary court or authority, allowing insolvency practitioners to communicate directly with the entities operating or maintaining the national registers or databases concerned. Member States should provide that insolvency practitioners can directly search datasets contained in such registers or databases. Therefore, the access conditions applying to foreign insolvency practitioners should not be more cumbersome than those applying to domestic insolvency practitioners. Therefore, the Member States cannotshould denyensure that access to national registers and databases is not denied solely on the basis that the applicant is aaninsolvency foreignpractitioner insolvencyestablished practitioner.in another Member State.
AI: Note on change 10 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces the prohibition on denying access to foreign insolvency practitioners with a requirement to ensure access is not denied solely on that basis.
Change 11
RemovedRecital 26: (26) If a Member State opts to require high standards in the preparation phase, the monitor (subsequently to be appointed as insolvency practitioner in the liquidation phase, unless the monitor resigns or is unable to perform the required functions) should be responsible for ensuring that the sale process is competitive, transparent, fair and meets market standards. Complying with market standards in this context should require that the process is compatible with the standard rules and practice on mergers and acquisitions in the Member State concerned, which includes an invitation to potentially interested parties to participate in the sale process, disclosing the same information to potential buyers, enabling the exercise of due diligence by interested acquirers, and obtaining the offers from the interested parties through a structured process.
AddedRecital 22: (22) It is generally assumed that more value can be recovered in liquidation by selling the business (or part thereof) as a going concern rather than by piecemeal liquidation. In order to promote going-concern sales in liquidation, national insolvency regimes should include a pre-pack proceeding, where the debtor in financial distress, with the help of a “monitor”, seeks possible interested acquirers and prepares the sale of the business as a going concern before the formal opening of insolvency proceedings, so that the assets can be quickly realised shortly after the opening of the formal insolvency proceedings. In order to guarantee that the sale process is prepared in a fair way, the monitor should be independent of the debtor, the debtor’s shareholders, the creditors and any other party having a legal or economic interest in the debtor or the debtor’s business. The pre-pack proceedings should consist of two phases, namely a preparation phase and a liquidation phase. Those phases should respect the principles applicable to judicial proceedings in each Member State.
RemovedRecital 27 a (new): (27a) Monitors should take their actions in writing and should make them available in digital format and in a timely manner only to the parties involved in the preparation phase in order to ensure the necessary confidentiality of all information obtained in connection with the preparation phase.
AddedRecital 22 a (new): (22a) The introduction of pre-pack proceedings should not lead to restrictions in the scope of action of insolvency practitioners in the context of regular insolvency proceedings. Such insolvency practitioners should continue to be authorised to seek a sale of the business.
RemovedRecital 28: (28) The opening of insolvency proceedings should not result in the early termination of contracts under which the parties still have obligations to perform (executory contracts), which are necessary for the continuation of business operations. Such termination would unduly jeopardise the value of the business, or part thereof, to be sold in the pre-pack proceedings. It should, therefore, be ensured that those contracts are assigned to the acquirer of the business of the debtor or part thereof, even without the consent of the counterparty of the debtor to those contracts unless the court considers that consent is necessary to protect the interests of the debtor’s counterparties . Nonetheless, there are situations where the assignment of the executory contracts cannot be reasonably expected, such as when the acquirer is a competitor of the counterparty of the contract. Similarly, the court may come to the conclusion in an individual assessment of an executory contract that its termination would serve the interests of the business of the debtor better than its assignment, such as when the assignment of the contract would result in a disproportionate burden for the business. The court should not be allowed, however, to terminate executory contracts relating to licenses of intellectual and industrial property rights or credit or financial services contracts as they are usually key components of the operations of the business being sold.
AddedRecital 24: (24) The pre-pack proceedings should ensure that the monitor submits for authorisation to the court or competent authority the best bid obtained during the preparation phase. It should be possible to require the monitor to assess and state whether the piecemeal liquidation would not recover manifestly more value for creditors than the market price obtained through the sale of the business (or part thereof) as a going concern. The going-concern value is, as a rule, higher than the piecemeal liquidation value because it is based on the assumption that the business continues its activity with the minimum of disruption, has the confidence of financial creditors, shareholders and clients and continues to generate revenues. Therefore, the monitor’s declaration should not require a valuation being made in every case. National law might require the monitor to take into account elements other than price, including the public interest or ensuring the viability of a business. However, an increased scrutiny should be required from the monitor or the insolvency practitioner in cases where the only existing offer is made by a party who is closely related to the debtor. In such situations, a valuation should be required and the monitor or the insolvency practitioner should reject the offer if it does not satisfy the best-interest-of-creditors test.
Show 13 more lines
RemovedRecital 32: (32) Directors oversee the management of the affairs of a company and have the best overview of its financial situation. Directors are therefore among the first to realise whether a company is insolvent. A late filing for insolvency by directors may lead to lower recovery values for creditors Member States should therefore introduce an obligation on directors to submit a request for the opening of insolvency proceedings within a specified time-period. Member States should define the notion of “director”.
AddedRecital 25: (25) In order to guarantee that the business is sold at the best market value during the pre-pack proceedings, Member States should ensure high standards of competitiveness, transparency and fairness of the sale process conducted in the preparation phase. The court should be able to decide to run a brief public auction after the opening of the liquidation phase of the proceedings if there are credible suspicions of abuse in the preparatory phase.
RemovedRecital 32 a (new): (32a) Member States should set a deadline for the duty to submit a request for the opening of insolvency proceedings that is no longer than three months after the directors have become aware that the company is insolvent. If the company regains its solvency before that deadline, Member States should be able to provide that a new period starts if the company becomes insolvent again thereafter.
AddedRecital 25 a (new): (25a) In order to give full effect to the objective of insolvency proceedings, namely the collective realisation of claims against the debtor, it is necessary that all creditors holding claims against the insolvent debtor participate in the proceedings. By so participating, it should be possible for such claims to be duly recorded, examined and satisfied in accordance with the applicable insolvency framework.
AddedRecital 26: (26) In the preparation phase, the monitor (subsequently to be appointed as insolvency practitioner in the liquidation phase, unless the monitor resigns or is unable to perform the required functions) should be responsible for ensuring that the sale process is competitive, transparent, fair and meets market standards. Complying with market standards in this context should require that the process is compatible with the standard rules and practice on mergers and acquisitions in the Member State concerned, which includes an invitation to potentially interested parties to participate in the sale process, disclosing the same information to potential buyers, enabling the exercise of due diligence by interested acquirers, and obtaining the offers from the interested parties through a structured process.
AddedRecital 27: (27) If the court or the administrative authority runs a public auction after the opening of the liquidation phase, the offer selected by the monitor during the preparation phase should be used as an initial bid (‘stalking horse bid’) during the auction. The debtor should be able to offer incentives to the ‘stalking horse bidder’ by agreeing, in particular, to expense reimbursements or break-up fees in the case a better offer is selected through the public auction. Member States should, nevertheless, ensure that such incentives given by the debtors to the ‘stalking horse bidders’ during the preparation phase are commensurate and do not deter other potentially interested bidders from participating in the public auction in the liquidation phase.
AddedRecital 27 a (new): (27a) Monitors should take their actions in writing and should make them available, in digital format and in a timely manner, only to the parties involved in the preparation phase in order to secure the necessary confidentiality of all information obtained in connection with the preparation phase.
AddedRecital 28: (28) The opening of insolvency proceedings should not result in the early termination of contracts under which the parties still have obligations to perform (executory contracts), which are necessary for the continuation of business operations. Such termination would unduly jeopardise the value of the business, or part thereof, to be sold in the pre-pack proceedings. It should, therefore, be ensured that those contracts are assigned to the acquirer of the business of the debtor or part thereof, even without the consent of the counterparty of the debtor to those contracts, unless the court considers that consent is necessary to protect the interests of the debtor’s counterparties. Nonetheless, there are situations where the assignment of the executory contracts cannot be allowed, such as when the acquirer is a competitor of the counterparty of the contract. Similarly, the court may come to the conclusion in an individual assessment of an executory contract that its termination would serve the interests of the business of the debtor better than its assignment, such as when the assignment of the contract would result in a disproportionate burden for the business. The court should not be allowed, however, to terminate executory contracts relating to licenses of intellectual and industrial property rights, as well as for credit or financial services contracts, as they are usually key components of the operations of the business being sold.
AddedRecital 29: (29) The possibility to enforce pre-emption rights in the course of the sale process would distort competition in the pre-pack proceedings. That consideration cannot prevent a court from reserving a right of pre-emption for an undertaking participating in an essential strategic interest. Potential bidders might abstain from bidding because of rights that would discard their offers at the holder’s discretion, irrespective of the time and resources invested and the economic value of the offer. In order to ensure that the winning offer reflects the best available price on the market, pre-emption rights should not be conceded to bidders, nor should such rights be enforced in the course of the bidding process. Holders of pre-emption rights that were granted prior to the commencement of the pre-pack proceedings, instead of invoking their option, should be invited to participate in the bidding.
AddedRecital 32: (32) Directors oversee the management of the affairs of a legal entity and have the best overview of its financial situation. Directors are therefore among the first to realise whether a legal entity is insolvent. A late filing for insolvency by directors may lead to lower recovery values for creditors Member States should therefore introduce an obligation on directors to submit a request for the opening of insolvency proceedings within a specified time-period. Member States should also define the notion of “director”.
AddedRecital 32 a (new): (32a) Member States should set a deadline for the duty to submit a request for the opening of insolvency proceedings. That deadline should be no later than three months from the date on which the directors became aware that the company was insolvent. If the company regains its solvency before that deadline, Member States should be able to provide that a new period starts if the company becomes insolvent again thereafter.
AddedRecital 33: (33) To ensure that directors do not act in their self-interest by delaying the submission of a request for the opening of insolvency proceedings, despite signs of insolvency, Member States should lay down provisions making directors civilly liable for a breach of the duty to submit such a request. In that case directors should compensate creditors for the damages resulting from the deterioration in the recovery value of the legal entity compared to the situation where the request would have been submitted on time. Member States should be able to adopt or maintain national rules on civil liability of directors related to the filing for insolvency that are stricter than those laid down by this Directive. In some cases, the signs of insolvency can be circumstantial and temporary and skilled directors should be given the opportunity to explore restructuring measures that could reasonably lead to the same outcome for creditors. Therefore, Member States should be permitted to provide for a derogation from the obligation to commence insolvency procedures while ensuring that the rights of the creditors are equally protected. Where there is no duty to request the opening of insolvency proceedings, Member States should be able to take other, equivalent measures, such as making directors personally liable.
AddedRecital 33 a (new): (33a) In order to promote an efficient and inclusive insolvency framework that supports entrepreneurship and economic renewal, Member States should be able to maintain or introduce simplified winding-up proceedings for microenterprises, while upholding the high standards of transparency and fairness provided for in this Directive and under other relevant instruments. Given the limited resources typically available to such businesses, it is essential that the Member States ensure that those proceedings are accessible even in cases where the debtor has no assets or where the available assets are insufficient to cover the procedural costs or the cost for the involvement of an insolvency practitioner. Such an approach would help avoid situations where honest but insolvent entrepreneurs are trapped in inactivity due to inaccessible formal procedures, thereby enabling a fresh start and contributing to a fairer and more resilient internal market.
AI: Note on change 11 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds recitals 22, 22a, 24, 25, 25a, 27, 29, 33, 33a and revises recitals 26, 27a, 28, 32, 32a on pre-pack proceedings, directors' duties, and microenterprise winding-up.
Change 12
ChangedRecital 47: (47) In order to protect creditors, this Directive strengthens the provisions concerning creditors’ committees, ensuring fair representation of all categories of creditors, including cross-border creditors, and increased transparency in the decision-making process. It is important to ensure a fair balance between the interests of the debtor and creditors in insolvency proceedings. Creditors’ committees allow for better involvement of creditors in insolvency proceedings, in particular when creditors would otherwise be inhibited from doing so individually, due to limited resources, economic significance of their claims or the lack of geographic proximity. Creditors’ committees can especially help cross-border creditors better exercise their rights and ensure their fair treatment. Member States should allow the establishment of a creditors’ committee once proceedings are opened. A creditors’ committee should be established only provided that creditors agree. Member States may also allow to establish it before proceedings are opened and after the filing for insolvency. In this case, however, Member States should provide that creditors agree to its continuation and composition at the general meeting.
AI: Note on change 12 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a sentence to recital 47 strengthening provisions on creditors' committees to ensure fair representation and transparency.
Change 13
RemovedRecital 51: (51) An important task of the creditors’ committee should be to verify that insolvency proceedings are conducted in a fair and unbiased way that protects creditors’ interests. The committee’s role in the monitoring of the fairness and integrity of the proceedings can only be performed effectively if the creditors’ committee and its members act independently from the insolvency practitioner and are accountable only to the creditors who established it. The members of the creditors' committee should act in good faith when carrying out the functions of the committee. They should maintain the confidentiality of all information obtained in connection with the committee’s activities.
AddedRecital 49: (49) Member States should clarify the requirements, duties and procedures for the appointment of members of the creditors’ committee, as well as the functions attributed to the creditors’ committee. Member States should be given the option to decide whether the appointment should be done by the general meeting of creditors or by the court. To avoid undue delays in the set-up of the creditors’ committee, the members should be appointed expeditiously. Member States should cater for a fair representation of creditors in the committee and ensure that the participation in the creditors’ committee is not precluded to creditors whose claim is not yet admitted or to creditors that are resident in another Member State. Member States should ensure that creditors are fairly represented within the committee. Member States should make sure that workers can be represented in the creditors’ committee when they are creditors.
RemovedRecital 52: (52) Member States should clarify the number of the members in the creditors’ committee and when and how the composition of the committee needs to be altered, which could happen if representatives are no longer able to act, including in the creditors’ best interests, or wish to withdraw. They should also clarify the conditions for the removal of members that acted relentlessly against creditors’ interest or have a conflict of interest.
AddedRecital 50: (50) Fair representation of creditors in the creditors’ committee is particularly important for workers who are creditors and for whom a delay in the payment of wages could pose an existential threat, as well as for unsecured creditors that are micro, small or medium-sized enterprises, which in the case of insolvency of a debtor which is a large enterprise, if not paid promptly, are also exposed to insolvency (domino effect). Proper representation in the creditors’ committee of such creditors could ensure that in the course of the distribution of the recovered proceeds they receive their parts more expeditiously.
RemovedRecital 54: (54) Member States should ensure that the court has the power to determine the working methods for the creditors’ committee, if they have not been established in the committee’s protocol of working methods. The Commission should establish standard working methods that should facilitate the task of the creditors’ committee and reduce the need for courts to intervene in the case of missing working methods.
AddedRecital 51: (51) An important task of the creditors’ committee should be to verify that insolvency proceedings are conducted in a fair and unbiased way that protects creditors’ interests. The committee’s role in the monitoring of the fairness and integrity of the proceedings can only be performed effectively if the creditors’ committee and its members act independently from the insolvency practitioner and are accountable only to the creditors who established it. The members of the creditors’ committee should act in good faith when carrying out the functions of the committee. They should have the power to share relevant and necessary information to represented creditors and to receive information from them. Creditors, members of the creditors’ committee and any professionals employed by the creditors’ committee should maintain the confidentiality of all information obtained in connection with the committee’s activities.
Show 2 more lines
AddedRecital 52: (52) Member States should clarify the number of the members in the creditors’ committee and when and how the composition of the committee needs to be altered, which could happen if representatives are no longer able to act, including in the creditors’ best interests, or wish to withdraw. They should also clarify the conditions for the removal of members that have acted relentlessly against creditors’ interests or that have a conflict of interest.
AddedRecital 54: (54) Member States should ensure that the court has the power to determine the working methods for the creditors’ committee, if they have not been established in the creditors’ committee’s protocol of working methods. The Commission should establish standard working methods that should facilitate the task of the creditors’ committee and reduce the need for courts to intervene in the case of missing working methods.
AI: Note on change 13 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds recitals 49, 50, 58, 59a and revises recitals 51, 52, 54 on creditors' committee composition, workers' representation, and key information factsheet.
Change 14
RemovedRecital 57: (57) To encourage creditors to become members of the creditors’ committee, Member States should limit their individual civil liability when they carry out functions in accordance with this Directive. Nonetheless, members of the creditors’ committee acting fraudulently or with gross negligence, when carrying out those functions, can be removed and held liable for their actions. In those cases, Member States should provide that the members are held individually liable for the detriment caused by their misconduct.
AddedRecital 58: (58) To ensure an enhanced transparency of the key features of national insolvency proceedings and help especially cross-border creditors to estimate what would happen if their investments got involved in insolvency proceedings, investors and potential investors should be granted easy access to that information in a pre-defined, comparable and user-friendly format. A standardised key information factsheet should be prepared and made available to the public by Member States. This document would be key for potential investors to make a “glance-through” assessment of the insolvency proceedings rules in a given Member State. It should contain sufficient explanations to allow the reader to understand the information therein without having to resort to other documents. The key information factsheet should in particular include practical information on the insolvency trigger as well as on the steps to take to request the opening of insolvency proceedings or to lodge a claim. It should be prepared in a multilinguistic format.
RemovedRecital 58: (58) To ensure an enhanced transparency of the key features of national insolvency proceedings and help especially cross-border creditors to estimate what would happen if their investments got involved in insolvency proceedings, investors and potential investors should be granted easy access to that information in a pre-defined, comparable and user-friendly format. A standardised key information factsheet should be prepared and made available to the public by Member States. This document would be key for potential investors to make a “glance-through” assessment of the insolvency proceedings rules in a given Member State. It should contain sufficient explanations to allow the reader to understand the information therein without having to resort to other documents. The key information factsheet should in particular include practical information on the insolvency trigger as well as on the steps to take to request the opening of insolvency proceedings or to lodge a claim. It should be prepared in a multilingual format.
AddedRecital 59 a (new): (59a) This Directive should be without prejudice to the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure pursuant to Directive (EU) 2016/943 of the European Parliament and of the Council1a. / 1a Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets).
AddedArticle 1 – paragraph 1 – introductory part: 1. In order to maximise legal certainty concerning the value of companies, to improve the efficiency of insolvency proceedings both in terms of cost and length, to improve predictability and to ensure a fair distribution of value among creditors, this Directive lays down common rules on:
AI: Note on change 14 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Drops recital 57 on limiting members' liability and adds recital 59a on trade secrets protection and Article 1 introductory part.
Change 15
ChangedArticle 2 – paragraph 1 – point a: (a) ‘insolvency practitioner’ means a person or body who has one or more of the functions listed to in Article 2, point (5), of Regulation (EU) 2015/848 and who carries out one or more of the tasks listed in Article 2(1), point (12), of Directive (EU) 2019/1023;
AI: Note on change 15 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Simplifies the definition of insolvency practitioner by removing redundant references to tasks in Directive (EU) 2019/1023.
Change 16
RemovedArticle 2 – paragraph 1 – point b: (b) ‘court’ means: / (i) for the purposes of Title IV, with the exception of Article 21, Title V and Title VII, with the exception of Article 59(5), a judicial body of a Member State or the authority of a Member State competent for insolvency proceedings; / (ii) for the purposes of all other articles, a judicial body of a Member State;
AddedArticle 2 – paragraph 1 – point b: (b) ‘court’ means:
AddedArticle 2 – paragraph 1 – point b – point i (new): (i) for the purposes of Article 18a, Title IV, with the exception of Article 21, Title V and Title VII, with the exception of Article 59(5), a judicial body of a Member State or the authority of a Member State competent for insolvency proceedings;
AddedArticle 2 – paragraph 1 – point b – point ii (new): (ii) for the purposes of all other articles, a judicial body of a Member State;
AI: Note on change 16 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Restructures the definition of 'court' into subpoints and adds Article 18a to the scope of the first subpoint.
Change 17
ChangedArticle 2 – paragraph 1 – point d: (d) bank‘bank account registers’registers ’ means centralised automated mechanisms, such as central registries or central electronic data retrieval systems, put in place in accordance with Article 16(1)16 (1) of Directive (EU) 2024/1640; / (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)
AI: Note on change 17 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Corrects punctuation in the definition of bank account registers and removes an amendment note.
Change 18
ChangedArticle 2 – paragraph 1 – point f: (f) ‘legal act’ means any intentional human behaviour, producing a legal effect;
AI: Note on change 18 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes 'intentional' from the definition of legal act.
Change 19
ChangedArticle 2 – paragraph 1 – point g: (g) ‘executory contract’ means a contract between a debtor and one or more counterparties under which the parties still have obligations to perform at the time of the opening of insolvency proceedings in the liquidation phase in Title IV, but does not include financial contracts, in particular netting agreements;
AI: Note on change 19 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes the exclusion of financial contracts from the definition of executory contract, but retains netting agreements exclusion.
Change 20
ChangedArticle 2 – paragraph 1 – point q: (q)deleted ‘party/ closely(deleted) related/ to(deleted) the/ debtor’(deleted) means:/ (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted)
AI: Note on change 20 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Deletes the definition of 'party closely related to the debtor' from Article 2, as it is moved to Article 3.
Change 21
RemovedArticle 2 – paragraph 1 – point q – subparagraph 2 – point ii: (ii) ascendants, descendants, and siblings of the debtor, or of the spouse or partner of the debtor, and the spouses or partners of these persons;
RemovedArticle 2 – paragraph 1 – point q – subparagraph 2 – point iv: (iv) persons who are working for the debtor under a contract of employment with access to non-public information on the affairs of the debtor;
RemovedArticle 2 – paragraph 1 – point q – subparagraph 2 – point v: (v) legal entities in which the debtor or one of the persons referred to in points (i) to (iv) of this subparagraph is a member of the management or supervisory bodies or performs duties which provide for access to non-public information on the affairs of the debtor.
RemovedArticle 2 – paragraph 1 – point q – subparagraph 3 – point i: (i) any member of the management or supervisory bodies of the debtor;
AI: Note on change 21 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Drops specific categories of closely related persons from Article 2, which are now covered in new Article 3.
Change 22
RemovedArticle 3 a (new): Article 3a / National law and minimum harmonisation / 1. Member States may adopt or maintain laws which provide for a greater level of protection for the general body of creditors than that provided for under Titles II, IV, and VII, provided that they comply with Union law. / 2. Member States may adopt or maintain laws which facilitate access by insolvency practitioners to bank account information held in their bank account registers, beneficial ownership information and national registers and databases to a greater extent than the rules provided for in Title III.
AddedArticle 3 – title: Party closely related to the debtor
AddedArticle 3 – paragraph -1 (new): -1. For the purposes of this Directive, parties closely related to the debtor shall include: / (a) where the debtor is a natural person: / (i) the spouse or partner of the debtor; / (ii) ascendants, descendants, and siblings of the debtor, or of the spouse or partner of the debtor, and the spouses or partners of these persons; / (iii) persons living in the household of the debtor; / (iv) persons who are working for the debtor under a contract of employment with access to non-public information on the affairs of the debtor; / (v) legal entities in which the debtor or one of the persons referred to in points (i) to (iv) of this subparagraph is a member of the management or supervisory bodies or performs duties which provide for access to non-public information on the affairs of the debtor; / (b) where the debtor is a legal entity: / (i) any member of the management or supervisory bodies of the debtor; / (ii) equity holders with a controlling interest in the debtor; / (iii) persons which perform functions similar to those performed by persons under point (i); / (iv) persons which are closely related in accordance with the second subparagraph to the persons listed in points (i), (ii) and (iii) of this subparagraph.
AddedArticle 3 – paragraph 1 a (new): 1a. Paragraph -1 and paragraph 1, point (a), of this Article shall apply mutatis mutandis to the concept of persons closely related to parties which have benefitted from a void, voidable or unenforceable legal act as referred to in Article 11(2), second subparagraph.
AddedArticle 3 a (new): Article 3a / National law and minimum harmonisation / 1. Member States may adopt or maintain laws which provide for a greater level of protection for the general body of creditors than that provided for under Titles II, IV and VII, provided that they comply with Union law. / 2. Member States may adopt or maintain laws which facilitate access by insolvency practitioners to bank account information held in their bank account registers, beneficial ownership information and national registers and databases to a greater extent than the rules provided for in Title III. / 3. Member States shall ensure that, when insolvent, microenterprises have access to insolvency proceedings in situations where the debtor has no assets or its assets are not sufficient to cover the cost of the proceedings or the cost for the involvement of the insolvency practitioner. / 4. Member States may adopt or maintain laws which establish simplified winding-up proceedings for microenterprises.
AddedArticle 3 b (new): Article 3b / Protection of workers / This Directive is without prejudice to the application of national labour law and Union law with regard to workers’ rights, in particular Council Directives 98/59/EC1a and 2001/23/EC1b and Directives 2002/14/EC1c, 2009/38/EC1d, (EU) 2016/23411e and 2008/94/EC1f of the European Parliament and of the Council. / This Directive shall not prevent Member States from introducing or maintaining provisions relating to Title IV which provide for a greater level of protection for workers or their representatives. / 1a Council Directive 98/59/EC of 20 July 1998 on the approximation of the laws of the Member States relating to collective redundancies (OJ L 225, 12.8.1998, p. 16, ELI: http://data.europa.eu/eli/dir/1998/59/oj). / 1b Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, p. 16, ELI: http://data.europa.eu/eli/dir/2001/23/oj). / 1c Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community (OJ L 80, 23.3.2002, p. 29, ELI: http://data.europa.eu/eli/dir/2002/14/oj) . / 1d Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in…
AI: Note on change 22 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds new Articles 3, 3a, 3b on closely related parties, minimum harmonisation, microenterprise access, and workers' protection.
Change 23
AddedArticle 4 – paragraph 1 a (new): Member States may adopt or maintain rules that establish that, where a legal act requires registration in a public register for its perfection, the point in time from which the legal act is considered perfected can exceptionally be before the date on which the registration takes place.
AI: Note on change 23 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a paragraph allowing Member States to consider a legal act perfected before registration in public registers.
Change 24
ChangedArticle 6 – paragraph 1 – subparagraph 1 – point a: (a) within three months prior to the submission of the request for the opening of insolvency proceedingsproceedings, or, in the absence of a formal request, prior to the date of the resolution to commence insolvency proceedings, provided that the debtor was unable to pay its mature debts under national law; or
AI: Note on change 24 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after 'proceedings' in Article 6(1)(a).
Change 25
ChangedArticle 6 – paragraph 1 – subparagraph 1 – point b: (b) after the submission of the request or the date of the resolution referred to in point (a) and before the opening of insolvency proceedingsproceedings.
AI: Note on change 25 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces a semicolon with a period at the end of Article 6(1)(b).
Change 26
ChangedArticle 6 – paragraph 2 – subparagraph 1 – introductory part: If a due claim of a creditor was satisfied or secured in the owed manner, Member States shall ensure that the legal act isare void, voidable or unenforceable only if:
AI: Note on change 26 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes 'is' to 'are' in Article 6(2) to agree with the plural subject.
Change 27
ChangedArticle 6 – paragraph 2 – subparagraph 1 – point b: (b) that creditor knew that the debtor was unable to pay its mature debts,debts or that a request for the opening of insolvency proceedings hadhas been submitted or that, in the absence of a formal request, a resolution to commence insolvency proceedings had been made.
AI: Note on change 27 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases Article 6(2)(b) to change 'had been submitted' to 'has been submitted' and adds 'or'.
Change 28
ChangedArticle 6 – paragraph 3 – subparagraph 1 – point c a (new): (ca) the entering into netting arrangements, including close-outwhere netting,relevant, in financialaccordance markets,with energynational marketslaw, orlegal otheracts commoditythe marketspurpose asof wellwhich asis legalto actssatisfy supportingor thecollateralise operationclaims ofby suchsocial arrangements.security authorities.
AI: Note on change 28 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Replaces the exemption for netting arrangements with an exemption for legal acts satisfying or collateralising claims by social security authorities.
Change 29
AddedArticle 6 – paragraph 3 – subparagraph 1 – point c b (new): (cb) the entering into netting arrangements, including close-out netting, in financial markets, energy markets or other commodity markets as well as legal acts supporting the operation of such arrangements.
AI: Note on change 29 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a new point (cb) to Article 6(3) exempting netting arrangements in financial, energy, or commodity markets.
Change 30
ChangedArticle 7 – paragraph 1: 1. Member States shall ensure that legal acts of the debtor against no or manifestly inadequate consideration are void, voidable or unenforceable where they were perfected within a time period of one year prior to the submission of the request for the opening of insolvency proceedings or, in the absence of a formal request, prior to the date on which a resolution to commence insolvency proceedings had been made. The payment of a third-party debt in a three-person relationship shall not be automatically considered as a legal act against no or manifestly inadequate consideration. / Member States may provide that the fact that the enrichment resulting from a void legal act is no longer the property of the party which benefited from that legal act can be invoked if that party was not aware of the circumstances on which the avoidance action is based.
AI: Note on change 30 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a sentence to Article 7(1) clarifying that payment of a third-party debt is not automatically considered a legal act against no or inadequate consideration.
Change 31
AddedArticle 8 – paragraph 1 – subparagraph 2: The knowledge referred to in the first subparagraph, point (b), shall be presumed if the other party to the legal act was a party closely related to the debtor. That presumption shall be rebuttable.
AI: Note on change 31 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a presumption of knowledge for parties closely related to the debtor in avoidance actions.
Change 32
ChangedArticle 9 – paragraph 2 – subparagraph 1: Member States shall ensure that the party which benefitted from the void, voidable or unenforceable legal act is obliged to compensate in full the insolvency estate concerned for the detriment caused to creditors by that legal act. The fact that the enrichment resulting from the void, voidable or unenforceable legal act is not available anymore in the property of the party which benefited from that legal act (‘lapse of enrichment’) can only be invoked if that party was not aware of the circumstances on which the avoidance action is based.
AI: Note on change 32 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Moves the lapse of enrichment defence from Article 9(2) first subparagraph to a new second subparagraph.
Change 33
AddedArticle 9 – paragraph 2 – subparagraph 2: The fact that the enrichment resulting from the void, voidable or unenforceable legal act is not available anymore in the property of the party which benefited from that legal act (‘lapse of enrichment’) can only be invoked if that party was not aware of the circumstances on which the avoidance action is based.
AI: Note on change 33 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a new second subparagraph to Article 9(2) containing the lapse of enrichment defence.
Change 34
ChangedArticle 11 – paragraph 1: 1. Member States shall ensure that ArticleArticles 9 and 10 are applicable to an heir or another universal successor of the party which benefitted from the void, voidable or unenforceable legal act.
AI: Note on change 34 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes 'Article' to 'Articles' in Article 11(1) to refer to both Articles 9 and 10.
Change 35
ChangedTitle III – Chapter 1I – title: Access to bank account information by designated courts and administrative authorities
AI: Note on change 35 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes the chapter number from '1' to 'I' in Title III.
Change 36
ChangedArticle 13 – paragraph 1: 1. Each Member State shall designatedesignate, the courts or administrative authorities that are empowered to access and search bank account registers.registers
AI: Note on change 36 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after 'designate' in Article 13(1).
Change 37
ChangedArticle 13 – paragraph 2: 2. Each Member State shall notify the Commission of its designated courts or administrative authorities by ... [3 months from transposition date], and shall immediately notify the Commission of any amendment thereto. The Commission shall publish the notifications in the Official Journal of the European Union and on the European e-Justice Portal.
AI: Note on change 37 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds '...' placeholder and 'immediately' in Article 13(2) notification requirement.
Change 38
ChangedArticle 14 – paragraph 1: 1. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, including interim proceedingsproceedings, the designated courts or administrative authorities have the power to access and search, directly and immediately, bank account information, where necessary for the purposes of identifying and tracing assets belonging to the insolvency estate of the debtor in that proceedings, including those subject to avoidance actions.
AI: Note on change 38 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a comma after 'proceedings' in Article 14(1).
Change 39
ChangedArticle 14 – paragraph 2: 2. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, including interim proceedings, the designated courts or administrative authorities have the power to access and search, directly and immediately, bank account information in other Member States available through the bank account registers interconnection system (BARIS) referred to in Article 16(6) of Directive (EU) 2024/1640, where necessary for the purposes of identifying and tracing assets belonging to the insolvency estate of the debtor in that those proceedings, including those assets subject to avoidance actions.
AI: Note on change 39 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds 'that' and 'those' for clarity in Article 14(2).
Change 40
ChangedArticle 14 – paragraph 3: 3. The additional information that Member States consider essential and include in the bank account registers pursuant to Article 16(5) of Directive (EU) 2024/1640 shall not be accessible or searchable by designated courts or administrative authorities.
AI: Note on change 40 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds 'Article' before '16(5)' in Article 14(3).
Change 41
ChangedArticle 17 – paragraph 1: 1. Member States shall ensure that insolvency practitioners, when identifying and tracing assets relevant for the insolvency proceedings for which they are appointed, have timely access to the information on the beneficial owners of legal entities and of legal arrangements held in central beneficial ownership registers, and that such access is provided without alerting the entity, the legal arrangement or the beneficial owner concerned.
AI: Note on change 41 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds 'legal' before 'arrangement' in Article 17(1).
Change 42
AddedArticle 17 – paragraph 2 – point a a (new): (aa) for beneficial owners of legal entities, the nature and extent of the beneficial interest held;
AddedArticle 17 – paragraph 2 – point a b (new): (ab) for beneficial owners of express trusts or similar legal arrangements, the nature of their beneficial ownership.
AI: Note on change 42 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds points (aa) and (ab) to Article 17(2) requiring information on nature and extent of beneficial interest.
Change 43
RemovedArticle 17 – paragraph 2 – point b a (new): (ba) for beneficial owners of legal entities, the nature and extent of the beneficial interest held;
RemovedArticle 17 – paragraph 2 – point b b (new): (bb) for beneficial owners of express trusts or similar legal arrangements, the nature of their beneficial ownership.
AI: Note on change 43 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes duplicate points (ba) and (bb) from Article 17(2).
Change 44
ChangedArticle 18 – paragraph 1: 1. Member States shall ensure that insolvency practitioners, when identifying and tracing assets relevant for the insolvency proceedings for which they are appointed, regardless of the Member State where they have been appointed, have direct and expeditious access to the national registers and databases listed in the Annex located in their territory, where available.
AI: Note on change 44 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a phrase to Article 18(1) clarifying the purpose of access.
Change 45
ChangedArticle 18 – paragraph 2 a (new): 2a. Member States shall communicate the lists of the national registers and databases referred to in the Annex to the Commission by…[ 63 months from the date of entry into force of this Directive]. Member States shall immediately notify the Commission of any changes thereto. The Commission shall publish those lists on the European e-Justice portal.
AI: Note on change 45 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Shortens the deadline for communicating lists of registers from 6 to 3 months and adds 'European' to e-Justice portal.
Change 46
ChangedTitle III – Chapter 3 a (new): Chapter 3a / Access to courts by insolvency practitioners of another Member State / Article 18a / Access to courts by insolvency practitioners of another Member State / With respect to the right to initiate proceedings or appear before courts in order to claim assets on behalf of the insolvency estate, each Member State shall ensure that insolvency practitioners appointed in another Member State are not subject to conditions that are less favourable than those applicable to the insolvency practitioners appointed in that Member State.
AI: Note on change 46 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds a new Chapter 3a with Article 18a ensuring equal access to courts for foreign insolvency practitioners.
Change 47
RemovedArticle 18 a (new): Article 18a / Access to courts by insolvency practitioners of another Member State / With respect to the right to initiate proceedings or appear before courts or authorities in order to claim assets on behalf of the insolvency estate, each Member State shall ensure that insolvency practitioners appointed in another Member State are not subject to conditions that are less favourable than those applicable to the insolvency practitioners appointed in that Member State.
AddedArticle 19 – paragraph 1 – introductory part: 1. Member States shall introduce pre-pack proceedings for situations in which the debtor is likely to become insolvent in accordance with national law. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases:
AI: Note on change 47 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Moves Article 18a from a standalone article to a new chapter and adds Article 19(1) introductory part.
Change 48
ChangedArticle 19 – paragraph 12: –2. introductoryPre-pack part:proceedings 1.shall Membercomply Stateswith shallthe introduceconditions pre-packset proceedingsout in situationsthis whereTitle. theAs debtorregards isall inother amatters, situationincluding ofthe likelihoodranking of insolvencyclaims inand accordancethe withrules nationalon law.distribution of proceeds, Member States shall ensureapply thatnational pre-packprovisions proceedingson arewinding-up composedproceedings, ofprovided thethat followingthey twoare consecutivecompatible phases:with Union law.
AI: Note on change 48 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rewrites Article 19 to require pre-pack proceedings to comply with conditions in the Title and apply national winding-up provisions.
Change 49
RemovedArticle 19 – paragraph 2: (deleted)
AddedArticle 19 a (new): Article 19a / Rights of workers / The pre-pack proceedings are without prejudice to Union and national law on the rights of workers in insolvency proceedings, including the involvement of workers’ representatives and appropriate measures to inform and consult workers’ representatives. / While applying this Title, Member States shall ensure that the impact on workers is taken into account as much as possible, with a view to preserving employment.
RemovedArticle 22 – paragraph 1 – subparagraph 1: Member States shall provide that, upon request of the debtor, the court appoints a monitor. The monitor shall be independent from the debtor, the debtor’s shareholders, the creditors and any other party having a legal or economic interest in the debtor or the debtor’s business.
AddedArticle 20 – paragraph 2: 2. For the purposes of Article 5(1) of Council Directive 2001/23/EC40, the liquidation phase shall be considered to be bankruptcy or insolvency proceedings instituted with a view to the liquidation of the assets of the transferor under the supervision of a competent public authority, provided that the liquidation of the debtor’s business as a going concern satisfies to the greatest extent possible the claims of the creditors.
AddedArticle 22 – paragraph 1 – subparagraph 1: Member States shall provide that, upon request of the debtor, the court appoints a monitor. The monitor shall be independent of the debtor, the debtor’s shareholders, the creditors and any other party having a legal or economic interest in the debtor or the debtor’s business.
AddedArticle 22 – paragraph 2 – subparagraph 1 – point a a (new): (aa) where appropriate, has recourse to an independent valuation in order to comply with requirements related to obtaining market value;
Show 2 more lines
AddedArticle 22 – paragraph 2 – subparagraph 1 – point b: (b) formally declares and demonstrates that the sale process is competitive, transparent, fair and meets market standards;
AddedArticle 22 – paragraph 2 – subparagraph 1 – point d: (d) formally declares and demonstrates that the best bid does not constitute a manifest breach of the best-interest-of-creditors test.
AI: Note on change 49 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 19a on workers' rights, Article 20(2) on transfer of undertakings, and revises Article 22 on monitor independence and duties.
Change 50
ChangedArticle 23 – paragraph 1: Member States shall ensure that during the preparation phase, where the debtor is in a situation oflikely likelihoodto ofbecome insolvencyinsolvent or is insolvent in accordance with national law, the debtor can benefit from a stay of individual enforcement actions in accordance with Articles 6 and 7 of Directive (EU) 2019/1023, where it facilitatesis theessential seamlessfor andthe effectivesuccessful roll-out of the pre-pack proceedings. The monitor and the correspondentcorresponding creditor shall be heard by the court prior to the decision on the stay of individual enforcement actions.
AI: Note on change 50 · wording only Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Rephrases Article 23(1) to change 'in a situation of likelihood of insolvency' to 'likely to become insolvent' and 'facilitates' to 'is essential for'.
Change 51
AddedArticle 24 – paragraph 2: 2. Without prejudice to Article 32(2), where the sale process only produces one binding offer, that offer shall be deemed to reflect the business market price, unless it can be demonstrated otherwise.
AddedArticle 24 – paragraph 3: 3. Member States may depart from paragraph 1 only where the court runs a public auction in the liquidation phase in accordance with Article 26(2). In this case, Article 22(2), point (b) shall not apply.
AddedArticle 24 – paragraph 3 a (new): 3a. Member States shall ensure that it is possible, in the course of the preparation phase, to obtain the services of an independent valuation practitioner as a means of gauging a fair market price.
AI: Note on change 51 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds paragraphs 2, 3, and 3a to Article 24 on single offers, public auction derogation, and independent valuation.
Change 52
RemovedArticle 27 – paragraph 1 – subparagraph 1: Member States shall ensure that the acquirer of the debtor’s business or part thereof is assigned the executory contracts which are necessary for the continuation of the debtor’s business and the suspension of which would lead to a business standstill. The assignment shall not require the consent of the debtor’s counterparty or counterparties unless the court considers that such consent is necessary in order to protect the interests of the debtor's counterparties.
AddedArticle 26 – paragraph 2: 2. By way of derogation from paragraph 1, Member States shall ensure that the court can run a public auction where one or more creditors’ groups demonstrate a credible suspicion of abuse. The offer selected by the monitor shall be used as the initial bid in the public auction. Member States shall ensure that the protections granted to the initial bidder in the preparation phase, such as expense reimbursement or break-up fees, are commensurate and proportionate, and do not deter potentially interested parties from bidding in the liquidation phase.
AddedArticle 27 – paragraph 1 – subparagraph 1 a (new): By way of derogation from the first subparagraph, Member States may provide that consent of the debtor’s counterparty or counterparties is required in so far as is necessary, depending on the type of contract, the legal status of the parties or the interests of the business.
AddedArticle 27 – paragraph 2 – subparagraph 1 – introductory part: 2. Member States shall ensure that the court may decide to terminate the executory contracts referred to in paragraph 1, first subparagraph, subject to a notice period of at least three months prior to the assignment, provided that one of the following conditions applies:
AI: Note on change 52 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 26(2) on public auction, Article 27(1a) on consent derogation, and revises Article 27(2) on termination notice period.
Change 53
ChangedArticle 31 – paragraph 1: Member States shall ensure that the monitor and the insolvency practitioner are liable for the damages that their intentional or grossly negligent failure to comply with their obligations under this Title causes to creditors and third parties affected by the pre-pack proceedings.
AI: Note on change 53 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Removes 'grossly' from Article 31(1), so liability is for negligent failure, not only gross negligence.
Change 54
AddedArticle 32 – paragraph 1 – subparagraph 2: Member States shall provide that where it is proved that the disclosure duty referred to in the first subparagraph, point (a), was breached, the court revokes the benefits referred to in Article 28.
AddedArticle 32 – paragraph 2: 2. Where the offer made by a party closely related to the debtor is the only existing offer, Member States shall introduce additional safeguards for the authorisation and execution of the sale of the debtor’s business or part thereof. These safeguards shall at least include the requirement to obtain a market valuation of the business and the duty for the monitor and the insolvency practitioner to reject the offer from the party closely related to the debtor if the offer does not satisfy the best-interest-of-creditors test.
AI: Note on change 54 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 32(1) second subparagraph on revocation of benefits for breach of disclosure duty, and Article 32(2) on safeguards for offers from closely related parties.
Change 55
ChangedArticle 34 – paragraph 1 a-1 (new): 1a.-1. Member States shall ensure that, prior to the authorisation of the sale of the debtor’s business or part thereof, the insolvency practitioner provides the court with a report on a favourable best-interest-of-creditors test.
AI: Note on change 55 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Renumbers Article 34 paragraph -1a to -1.
Change 56
ChangedArticle 36 – paragraph 1: 1. Member States shall ensure that, where a company becomes insolvent in accordancelegal withentity nationalbecomes law,insolvent, its directors have the duty to submit a request for the opening of insolvency proceedings with the court no later than 3 months after the directors became aware or can reasonably be expected to have become aware that the legal entity is insolvent.insolvent in accordance with national law. Preventive restructuring proceedings are be excluded from that obligation.
AI: Note on change 56 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Extends the duty to request insolvency proceedings to directors of legal entities, adds awareness standard, and excludes preventive restructuring proceedings.
Change 57
RemovedArticle 37 – paragraph 1: 1. Member States shall ensure that the insolvent company’s directors are liable for damages incurred by creditors as a result of their failure to comply with the obligation laid down in Article 36.
AddedArticle 36 – paragraph 1 a (new): 1a. By way of derogation from paragraph 1, Member States may provide that the duty referred to therein does not apply to directors who are natural persons and are personally liable for all of the company’s debts where: / (a) the directors inform the public of the company’s insolvency through a notification in a public register, at the latest within the deadline referred to in paragraph 1, in order to ensure that the creditors are able to request the opening of insolvency proceedings; or / (b) the directors take measures that are designed to avoid damage to the creditors of the insolvent company, provided that such measures were reasonably likely to avoid such damage or secure a better outcome for creditors.
AddedArticle 37 – paragraph 1: 1. Member States shall ensure that the insolvent legal entity’s directors are liable for damages incurred by creditors as a result of their failure to comply with the duty laid down in Article 36.
AddedArticle 37 – paragraph 2 a (new): If Member States have exercised the option provided for in Article 36(1a), they shall ensure that directors who take measures as referred to therein are liable, in accordance with national law, for damage caused to creditors that would not otherwise have been caused had the opening of insolvency proceedings been requested in accordance with Article 36(1).
AddedArticle 37 – paragraph 2 b (new): Member States may provide that such liability is excluded where and to the extent that the directors can demonstrate, on the basis of objective circumstances, that the measures taken could reasonably be expected to avoid damage to creditors, provided that such measures were reasonably likely to avoid such damage or secure a better outcome for creditors.
AI: Note on change 57 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 36(1a) derogation for directors of personally liable companies, and revises Article 37 on liability.
Change 58
RemovedArticle 59 – paragraph 1: 1. Member States shall ensure that the members of the creditors’ committee are appointed either at the general meeting of creditors or by decision of the court, within 30 days from the date of the opening of the insolvency proceedings.
AddedArticle 58 – paragraph 3: 3. Member States may exclude in national law the possibility to establish a creditors’ committee in insolvency proceedings, when, due to the nature and scope of the debtor’s business, the overall costs of the involvement of such a committee are not justified in view of the low economic relevance of the insolvency estate, of the low number of creditors or the circumstance that the debtor is a microenterprise.
AddedArticle 59 – paragraph 1: 1. Where a creditors’ committee is established pursuant to Article 58, Member States shall ensure that the members of the creditors’ committee are appointed either at the general meeting of creditors or by decision of the court, within 30 days from the date of the opening of the insolvency proceedings.
AI: Note on change 58 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 58(3) allowing exclusion of creditors' committee for microenterprises, and revises Article 59(1) to refer to Article 58.
Change 59
AddedArticle 59 – paragraph 3 – subparagraph 1 a (new): When workers are among the creditors, Member States shall ensure that the creditors’ committee can include members who are workers or their representatives. Individuals who are not themselves creditors may also be appointed as members of the creditors’ committee only if they represent the interests of a group of creditors.
AI: Note on change 59 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 59(3) subparagraph allowing workers or their representatives on creditors' committee and non-creditor representatives.
Change 60
ChangedArticle 63 – paragraph 2 – point -a (new): (-a) the scope of the creditors'creditors’ committee'scommittee’s duties;
AI: Note on change 60 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes apostrophe style in Article 63(2)(-a) from straight to curly.
Change 61
ChangedArticle 64 – paragraph 1 – subparagraph 2 – point e: deleted(e) the power to share relevant and necessary information to represented creditors and to receive information from them;
AI: Note on change 61 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds point (e) to Article 64(1) second subparagraph granting committee power to share information with represented creditors.
Change 62
ChangedArticle 64 – paragraph 1 – subparagraph 2 a (new): Member States shall ensure that creditors, members of the creditors’ committee and any professionals employed by the creditors’ committee maintain the confidentiality of all information obtained in connection with the committee’s activities.
AI: Note on change 62 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Extends confidentiality obligation to creditors and professionals employed by the committee in Article 64(2a).
Change 63
ChangedArticle 66 – paragraph 1 a1a (new): Expenses for liability insurance covering the liability of members of the creditors’ committee shall be borne by the insolvency estate in accordance with Article 65(2).
AI: Note on change 63 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Fixes numbering in Article 66 paragraph 1a.
Change 64
RemovedArticle 70 – paragraph 1: By ... [3 years after the deadline for transposition of this Directive], the Commission shall present to the European Parliament, the Council and the European Economic and Social Committee a report on the application and impact of this Directive.
AddedArticle 69 a (new): Article 69a / Supporting measures / To address the difficulties of SMEs and microenterprises in particular, and their need for additional supporting measures in the event of insolvency and financial distress, the Commission shall support the exchange of best practices between Member States and provide guidance on that basis and on the basis of exchanges with SME representatives.
AddedArticle 70 – paragraph 1: By [3 years after the deadline for transposition of this Directive] and every 5 years thereafter, the Commission shall present to the European Parliament, the Council and the European Economic and Social Committee a report on the application, impact and its effectiveness in reaching the objectives of this Directive. The report may be accompanied, if appropriate, by a legislative proposal.
AI: Note on change 64 · substance Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds Article 69a on supporting measures for SMEs, and revises Article 70 to require reports every 5 years and possible legislative proposal.
Change 65
ChangedAnnex I – subheading 1:title: National registers and databases referred to in Article 18
AI: Note on change 65 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Changes 'subheading' to 'title' in Annex I.
Change 66
ChangedAnnex I – point 6: 6. Registers or databases containing information on the ownership of securities, such as central securities depositoriesdepositories, as defined in Article 2(1), point (1),2 of Regulation (EU) No 909/2014;
AI: Note on change 66 · formal Written by AI from the official text — check the source · deepseek-v4-flash · 4 Sept 2026
Adds comma and corrects reference in Annex I point 6.
Sources & citation
Where the facts on this page come from, and how to cite it.
- Data source
- Licensed CC BY 4.0.
- Retrieved
- 25 September 2026
Cite as
European Parliament (2025). “Changes between JURI-PR-771863 and A-10-2025-0126”. Text, 1 July 2025. from JURI-PR-771863, to A-10-2025-0126, reference 2022/0408(COD). EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/JURI-PR-771863/compare/A-10-2025-0126 (retrieved 25 September 2026). Data: European Parliament Open Data, https://data.europarl.europa.eu/ (CC BY 4.0).
BibTeX
@misc{epw-text-2025-07-01,
author = {{European Parliament}},
title = {{Changes between JURI-PR-771863 and A-10-2025-0126}},
year = {2025},
date = {2025-07-01},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/JURI-PR-771863/compare/A-10-2025-0126}},
url = {https://news.eu-parl.st-solutions.dev/texts/JURI-PR-771863/compare/A-10-2025-0126},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. from JURI-PR-771863, to A-10-2025-0126, reference 2022/0408(COD). Data: European Parliament Open Data (CC BY 4.0)}
}