Changes from report parliamentary committee draft to plenary report

Removed13. Calls for the further development and adaptation of a Union company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion;

Added17. Calls for the creation or integration into existing structures of a uniform Union-level digital portal to serve as a direct entry point for S.EUs, complementing and extending the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a new separate or parallel register; stresses that the digital portal should not replace the existing national incorporation rules but, rather, serve as a common portal on which all information necessary for investors would be aggregated; stresses that the digital portal must be easily accessible, allowing for seamless access to national business registries, and should build on or, where appropriate, revamp the existing e-Justice portal; calls for the digital portal to serve as a platform that facilitates secure digital processes, capable of storing documents as well as national certifications, which could later be recognised in all Member States in order to enable the portability of certifications, supporting the ‘prove-it-once’ principle; stresses that the digital portal should enable verifiable credentials, the e-signature of documents, the sale and allocation of shares, the creation and adoption of board resolutions and the provision of e-invoicing services; underlines that the digital portal must be multilingual and support cross-border operability; highlights that such digital tools will enhance legal certainty, reduce administrative burdens and promote the seamless operation of companies within the internal market;

Removed14. Considers that the possibility to register as an ESSU should not be limited to a new category of ‘innovative companies’ or to other limiting factors; warns that creating such a new category would add unnecessary red tape; clarifies that it should only be possible for natural or legal persons that are resident or established in the Union to establish an ESSU;

Added18. Calls for the further development and adaptation of a single Union company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud, money laundering and tax evasion; stresses that that would enable companies to securely store and share verifiable credentials with authorities across the Union; encourages the Commission to work on interoperability with global initiatives for company identifiers;

Removed15. Considers that it should be possible for an ESSU to operate as an autonomous single company or as a subsidiary company of an ESSU parent company;

Added19. Considers that the possibility to register as an S.EU should take into account the diversity of business models and not be limited to a new category of ‘innovative companies’ or to other limiting factors; warns that creating such a new category would add unnecessary red tape; clarifies that it should only be possible for natural or legal persons who are resident or established in the Union to establish an S.EU;

Change 11

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Change 12

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Change 13

RemovedSafeguards

AddedSafeguards, including long-term strategies and optional forms

Change 14

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Change 15

Removed19. Is concerned about the risk of undermining the existing standards for the protection of the weaker party in the national legal orders of the Member States;

Added23. Stresses the need not to undermine existing standards at Union or national level, thereby fostering legal certainty and protecting public interests, such as the prevention of money laundering, the respect for Union sanction regimes, and the protection of workers, their representatives and trade unions, and other vulnerable parties in the national legal orders of the Member States; reiterates that any S.EU must comply with the requirements set by Union and national labour law;

Removed20. Considers the use of conflict-of-law rules as a more appropriate way of addressing the protection of the weaker party than substantive rules in the new legislative proposal; calls for matters relating to employee codetermination to be determined by the law of the real seat of the company, which is the place of the company’s central management;

Added24. Considers it necessary to include safeguards for the participation of employees, employees' representatives, or both, in the affairs of a company; understands participation as it is defined in Article 2, point (k), of Directive 2001/86/EC; reiterates that the S.EU should be treated in the same manner as comparable domestic companies by its home Member State and as comparable Union foreign law companies by any host Member State whilst ensuring that the artificial use of the S.EU with a view to circumventing current levels of employee participation protection in the law of the Member States is effectively prevented; underlines that the S.EU should be subject to the rules in force concerning employee participation, if any, in the Member State of employment; stresses that, accordingly, the S.EU must introduce, in accordance with the applicable national law of the place of employment, board-level employee representation rights once the number of employees of the company exceeds any threshold, as laid down in the national law of the place of employment, for triggering board-level employee representation rights in that Member State; considers the reference to the negotiation procedure as laid down in Articles 3 to 7 of Directive 2001/86/EC as a fallback option, provided that employee participation rights which have already been established are not circumvented;

Added25. Stresses that the 28th regime should not lead to the creation of shelf- S.EUs or an increase of letterbox companies, as such practices undermine regulatory integrity, distort fair competition and erode genuine economic activity within the Union; underlines that the 28th regime should be without prejudice to the rights of trade unions and employers’ organisations to negotiate collective agreements;

Added26. Considers that a company for which infringement of binding rules regarding fraud, tax, social security evasion or employee participation have been officially established, should not be allowed to opt in to the 28th regime;

AddedAttracting and supporting talent

Added27. Stresses that the S.EU framework should foster partnerships with universities, research institutes and technology transfer offices to accelerate the transition from lab to market, to ensure access to research infrastructure and expertise, and to support the commercialisation of research results, thereby strengthening innovation-driven ecosystems;

Added28. Highlights that the S.EU framework should facilitate free movement within the Union, without the need for intermediaries in administrative processes, while respecting applicable Union and national rules on labour and social law;

Added29. Stresses that attracting top talent is essential for growth and innovation in the Union and that SMEs, start-ups and scale-ups often face difficulties in offering the right competitive financial incentives across the single market, such as equity or profit-sharing, to attract and retain skilled professionals; underlines that productivity growth, innovation and social inclusion must go hand in hand; is of the view that consideration should be given to harmonising rules for employee financial participation, in particular through the creation of employee stock ownership plans (‘ESOPs’) and employee stock options (‘ESOs’);

Added30. Underlines that harmonised rules for employee financial participation are among the key demands of entrepreneurs that face difficulties in providing equal benefits to their employees across the internal market; highlights that the harmonised rules should be without prejudice to fiscal policy, but, rather, should allow for employees to have progressive stock options; considers that having such harmonised rules would enable employees to gain an ownership interest and directly benefit from their company’s success, fostering long-term loyalty, innovation and a fairer distribution of growth; emphasises that it is important for the Commission to establish guidelines on the valuation of equity and on vesting periods; notes in that context that taxation-related issues, that is making employee financial participation fiscally attractive, are both sensitive and critical to the success of attracting top talent, and therefore calls on the Commission to address such issues as part of the 28th regime package to ensure legal coherence and cross-border applicability;

Added31. Insists that the harmonised rules for employee financial participation schemes should be designed in such a way as to feed into a more favourable work environment and should be non-discriminatory; stresses that such schemes should not replace or diminish remuneration and must have a low threshold for employees to access them;

Access to capital

Change 16

Removed21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements and articles of association;

Added32. Highlights that proposal on the 28th regime establishing an S.EU should in general bring clarity to European and foreign investors by enabling them to invest cross-border using harmonised rules;

Removed22. Considers that the new legislative proposal should contain harmonised rules on equity-like debt instruments, enabling investors to invest in a company without acquiring rights of control over that company;

Added33. Calls for the elaboration of standardised multilingual model documents to be used by S.EUs within the entire Union for shareholder agreements and articles of association and calls for the use of and compliance with those model documents and other foundational and operational templates specifically tailored for S.EUs to be monitored by the digital portal referred to in point 17 in order to ensure legal clarity, ease of cross-border use and investor familiarity; recommends that those model documents serve as optional default templates within the S.EU registration process; recommends that it should be possible to depart from the model documents to take into account specific business requirements;

Added34. Considers that the legislative proposal should contain harmonised rules on equity-like debt instruments, including insolvency rules linked to those instruments, enabling investors to invest in a company without acquiring rights of control over that company;

Added35. Reiterates that access to finance should not be limited to venture capital but should also cover other types of investments, including equity and social impact investments, pension schemes and public investment funds, in order to ensure the necessary access to capital;

Added36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswith research institutions to support spin-offs and knowledge transfer; underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;

Dispute Resolution

Change 17

Changed23.37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to ESSUsS.EU s to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to ESSUsS.EU s and that it should be possible for such special panels to conduct the dispute resolution in English;

Change 18

AddedImpact assessment, review and evaluation

Added38. Urges the Commission to conduct and publish a comprehensive and transparent impact assessment of any new legislative proposal related to the 28th regime, focusing on the impact of harmonisation measures for companies and on social, fiscal and legal consequences, as well as on the risk of weakening national protection standards;

Added39. Calls on the Commission to ensure a comprehensive review and, where necessary, revision of the 28th regime at regular intervals, including an assessment of its adoption rates among companies, particularly SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, its overall fitness for purpose and its effect on the Union’s competitiveness; calls on the Commission to evaluate and report to the European Parliament, the Council and the European Economic and Social Committee on the potential effect of the new legislative act on the development and economic growth of SMEs; considers that the review cycle should occur every 4 years to ensure adaptability to new challenges;

Final provisions

40. Requests that the Commission submit, by the first quarter of 2026 on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto;

Change 19

Added41. Considers that the financial implications of the requested proposal should be covered by robust budgetary allocations;

42. Instructs its President to forward this resolution and the accompanying recommendations to the Commission and the Council.