What changed

MOTION FOR A EUROPEAN PARLIAMENT RESOLUTION

P10_TA(2026)0002

with recommendations to the Commission on theThe 28th Regime: a new legal framework for innovative companies

(2025/2079(INL))

Committee on Legal Affairs

PE773.199

European Parliament resolution of 20 January 2026 with recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies (2025/2079(INL))

– having regard to Article 225 of the Treaty on the Functioning of the European Union,

– having regard to Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC,

– having regard to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law,

– having regard to Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies,

– having regard to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law,

– having regard to Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions,

– having regard to Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees,

– having regard to the Communicationcommunication from the Commission of 28 May 2025, entitled ‘The EU startupStartup and scaleup strategy’Scaleup (COM(2025)270),Strategy’,

– having regard to Enrico Letta’s report of 17 April 2024 entitled ‘Much more than a market’,

D. whereas the Union, cautious to ensure that it is possible for companies to compete on equal terms, is to work, as provided for in Article 3(3) of the Treaty on European Union (TEU), for the sustainable development of Europe based on balanced economic growth and price stability, a highly competitive social market economy, aiming at full employment and social progress, and a high level of protection and improvement of the quality of the environment;

E. whereas a unified European corporate law system could be achieved more efficiently not only by means of a stand-alone legallegislative act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State, without those rules creating additional administrative or financial burdens or other types of obstacles to the development of businesses, especially SMEs;

F. whereas the Union has already adopted legal frameworks for a European Public Limited-Liability company, a European Cooperative Society and a European Economic Interest Grouping; whereas those corporate forms are, however, not suitable for enabling start-ups and scale-ups to operate more efficiently in the internal market;

1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th legal regime for companies;

2. Stresses that a 28th regime must be ambitious in substance and in form; underlines that the rules concerning the 28th regime must be the same throughout the entire Union and that Member States should not be allowed to maintain or introduce, in their national law, provisions which diverge from those laid down in the legallegislative act on the 28th regime; considers the use of a regulation as the most appropriate measure to introduce a 28th regime; acknowledges that a maximum harmonisation directive could serve the same objective; is opposed to using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which could significantly delay the adoption of the legallegislative act on the 28th regime and jeopardise the ambition and coherence of the corporate form adopted under the 28th regime; insists on the use of a legal basis that will make it possible to adopt the legallegislative act on the 28th regime in the Council by qualified majority; considers, therefore, that the 28th regime might have to consist of a package of separate legislative proposals; acknowledges that the appropriate legal basis for corporate law matters is Article 50 and 114(1) TFEU; is of the opinion that a directive on the 28th regime needs to be a maximum harmonisation directive in order to achieve the objectives of the 28th regime;

3. Is critical of the use of enhanced cooperation as referred to in Article 20 TEU and Article 329 TFEU for the purpose of establishing the 28th regime; underlines that such an approach risks fragmenting the internal market, contrary to the Union’s integration process;

15. Highlights the need for simple and digital company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an S.EU to be completed digitally within 48 hours, while ensuring legal certainty; calls for the compulsory integration of digital tools for submitting company documents and disclosing information online throughout the lifecycle of the S.EU and for the full implementation of the ‘once only’ principle for the registration and administration of an S.EU; calls for the possibility of allowing digital procedures, such as digital meetings for general assemblies and board meetings;

16. Stresses that the creation of the S.EU should be fully integrated with the initiative to develop a European business wallet, which could also streamline and simplify digital identification and authentication as well as the management of essential company documents, thereby ensuring smooth digital interactions for S.EUs across Member States and facilitating cross-border operations; calls, in addition, for the full implementation and assessment of existing Union law regarding the use of digital tools in company law, in particular Directives (EU) 2017/1132 and 2009/102/CE,2009/102/EC, as well as for further digitalisation and automation of reports to authorities, which should be a core priority in the work on regulatory simplification in the Union;

17. 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;

20. Considers that the S.EU should serve as a corporate form for single entities and for uniform group management and considers that it should be possible for an S.EU to operate as a parent company or as a subsidiary company of an S.EU parent company;

21. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an S.EU ;S.EU; underlines that the registered seat and the registered office may be in different Member States;

Safeguards, including long-term strategies and optional forms

22. Calls for including optional forms of steward ownership, asset locks and different classes of shares, especially loyalty shares and dual-class shares, including veto shares, as part of the legislative proposal;proposal on the 28th regime; underlines that European innovative companies, in particular SMEs, start-ups and scale-ups, are in need of alternative paths for access to capital; stresses the need for alternative financing models in the early stages of the lifecycle of an S.EU; considers that entrepreneurs might want to protect themselves from ‘killer acquisitions’ to prevent the relocation of innovation, often supported by European public research funds, outside of the Union; considers merger regulation as insufficient to address that issue;

23. 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;

24. 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 companyS.EU 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;

25. Stresses that the 28th regime should not lead to the creation of shelf-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;

26. 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;

29. 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’);

30. 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 iswhich makingmake 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;

31. 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

32. Highlights that the legislative 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;

33. 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;

34. Considers that the legislative proposal on the 28th regime 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;

35. 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;

36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswithscale-ups with 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 Resolutionresolution

37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU sS.EUs 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 S.EU sS.EUs and that it should be possible for such special panels to conduct the dispute resolution in English;

Impact assessment, review and evaluation

Final provisions

40. Requests that the Commission submit, by the first quarter of 20262026, on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto;

41. 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.

ANNEX TO THE MOTION FOR A RESOLUTION: RECOMMENDATIONS AS TO THE CONTENT OF THE PROPOSAL REQUESTED

1. General principles and legal basis

Parliament proposes to call the corporate form covered by the 28th regime ‘Societas Europaea Unificata’ (S.EU) (Unified European Company). The rules for the S.EU must be the same in all Member States, and, in order to overcome fragmentation of the internal market, the Member States may not maintain or introduce, in their national law, any provisions diverging from those rules. To ensure a robust, ambitious and comprehensive regulatory framework, Parliament insists on adopting the S.EU with a legal basis that provides for the ordinary legislative procedure with a qualified majority in the Council. Parliament therefore opposes the use of Article 352(1) TFEU as a legal basis. Parliament is critical of the use of enhanced cooperation since a 28th regime would then only be applicable in a subset of Member States, which, instead of overcoming fragmentation of the internal market, would further fragment it and which would undermine the attractiveness of S.EUs, which would not, in such a case, be recognised within the entire Union. The 28th regime establishing the S.EU might have to be adopted by means of several legallegislative acts, rather than by a single comprehensive legallegislative instrument. In that case, each separate legislative proposal should provide the same safeguards when it comes to the protection of public interests such as labour law and worker and trade union rights. The corporate law elements of the regime will need to be adopted under Articles 50 and 114(1) TFEU, which are the only legal bases available for legallegislative acts in the area of corporate law that provide for the ordinary legislative procedure with qualified majority voting in the Council; Article 50 TFEU, however, only allow for the adoption of directives. Against that background the S.EU would not be an autonomous corporate form, but a national corporate form in all Member States that must consist of a set of essential elements that are harmonised by Union law,law in order to avoid gold plating and divergent national S.EUs which would go against the objective of the 28th regime. The abbreviation S.EU should be added to existing national corporate form abbreviations.

The S.EU should build on corporate forms established under national law. The Member States should be free as to whether they choose to allow existing national corporate forms to convert into an S.EU or to create a new national corporate form. The founders or the owners of a national corporate form should be able to voluntarily opt in to the new regime, which would allow for the use of the company label ‘S.EU’.

The existence of anAn S.EU should be automatically recognised in the national legal orders of all the Member States as a limited liability company.

The law applicable to the creation of an S.EU should be the law of the Member State in which the company in question is registered. By way of derogation from that principle and for the purpose of protecting predefined public interests, it should be possible to determine the applicable law by means of an overriding connecting factor rather than the place of incorporation.

In order to achieve legal certainty as to the constitutive elements of the S.EU, the directive adopted under Articles 50 and 114(1) TFEU must be a maximum harmonisation directive.

Parliament is mindful of the risk that an automatically recognised S.EU could lead to the circumvention of mandatory domestic rules that protect workers, their representatives and trade unions, and other vulnerable parties as well as other public interests..interests. The S.EU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including rules on employee participation in the affairs of the company, and should contain safeguards that effectively prevent the abusive use of the S.EU.

2. Scope

Upon creation, an S.EU should receive a unified digital identity and company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud, money laundering and tax evasion, while ensuring legal certainty.

To facilitate the achievement of those objectives, a uniform Union-level digital portal that serves as a direct entry point for S.EUs should be created or integrated into existing structures and operated by the Commission. That portal should complement and extend 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. The digital portal should not replace existing national incorporation rules but, rather, serve as a common platform on which all relevant information necessary for investors would be aggregated. Member States should therefore automatically transmit documents to the portal, ensuring recognition and seamless access for stakeholders. The platform should also provide information about national procedures and resources and give access to investor model documents for S.EUs, enable the verification of credentials, the e-signature of documents, the sale and allocation of shares, the creation and adoption of board resolutionsresolutions, and the provision of e-invoicing services. When using the digital portal to register an S.EU, a company must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.

The Union-level digital portal for companies should make it possible to register as an S.EU and to search for a company registered as an S.EU. Registration, fillings and updates should be administered via the digital portal only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under theRegulation eIDAS(EU) Regulation.No 910/2014. The digital portal could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.

It should be possible for any cash contributions for the setting up of the company to be made to a public trust agency for the period before the opening of a bank account is finalised. After the opening of the bank account, the trust agency should transfer the cash contributions to that bank account.

4. Safeguards

The rules on S.EUs should be without prejudice to Union and national labour law including rules on the participation of employees, the employees’ representatives, or both, in the affairs of a company as defined in Article 2, point (k), of Directive 2001/86/EC. As a matter of principle, the S.EU should be treated by its home Member State in the same manner as the domestic limited liability company form that on which it is built and by any host Member State in the same manner as comparable Union foreign law companies, whilst ensuring that the artificial use of the S.EU with a view to circumvent current levels of employee participation protection in the law of the Member States is effectively prevented.

The law applicable to individual employment contracts continues to be determined exclusively under Article 8 of Regulation (EC) No 593/2008 and the jurisdiction over individual employment contracts continues to be determined under Section 5 of Chapter II of Regulation (EC)(EU) No 1215/2012, including the relevant case law of the Court of Justice of the European Union. Accordingly, the choice of the parties may not deprive employees of the protection afforded to them by mandatory provisions that cannot be derogated from by agreement.

Regarding employee participation, the S.EU must be subject to the rules in force concerning employee participation, if any, in the Member State of the registered office. However, if an S.EU conducts an economic activity which entails employment in another Member State without setting up a branch, agency or subsidiary, the S.EU must be subject to the rules in force concerning employee participation, if any, in the Member State of the place of employment provided thatunless the legal order of the S.EU’s registered office does not provideprovides for at least the same level of board-level employee representation rights as required under the law of the place of employment. If necessary, the S.EU should adjust its Articlesarticles of Associationassociation accordingly.

Where the applicable law cannot be determined in accordance with the principles set out in the previous paragraph, as a fallback option,option a negotiation procedure equivalent to that provided for in Articles 3 to 7 of Directive 2001/86/EC must be initiated once the number of employees reaches in at least one Member State any threshold triggering board-level employee representation rights in that Member StateState, whereprovided that an S.EU has not yet introduced employee participation or whereprovided that reaching the threshold implies changes to the existing employee participation.

If an existing national company transforms into an S.EU, Articles 86l, 133 and 160l of Directive (EU) 2017/1132 must apply mutatis mutandis provided that already established employee participation rights are not circumvented.

5. Encouraging long-term strategies and optional forms

 profit distribution to investors or economic rights holders on the basis of a contractual agreement limited either in time or in amounts and which can be terminated by either party at any time;

 the limitation of cross-border conversion into entities that have opted for the additional legal protection scheme, in particular for asset locks;locks.

Companies that have opted in to such additional legal protection schemes should be able to include the label ‘steward-owned’ in their company name.

6. Attracting and supporting talent

Attracting skilled and innovative talent is crucial for driving economic growth, fostering innovation and maintaining competitiveness in a rapidly evolving global market. Productivity growth, innovation and social inclusion must go hand-in-hand. 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. The S.EU should provide for optional harmonised rules across the Union on employee financial participation schemes, in particular on the structuring of employee stock ownership plans (‘ESOPs’), facilitated via a separate legal entityentity, and the creation of employee stock option plans (‘ESOs’). This will enable SMEs, start-ups and scale-ups not only to attract talent, incentivise long-term commitment and facilitate their operations across different national markets due to the design of existing distinct frameworks, but also to promote the full and fair participation of employees in the value they help create through their labour and intellectual capital. The harmonised rules on optional ESOPs and ESOs should focus on harmonising the key corporate law elements, framework and structural features of plans for employee financial participation, without affecting fiscal rules. The following principles must be taken into account when designing harmonised rules in the framework of the S.EU:

 as a pre-condition, employee financial participation schemes should, under no circumstances, replace or diminish normal basic remuneration or any other form of contribution such as social security contributions, but should be a benefit complementary to all social and contractual rights;

 participation in such schemes must remain voluntary for employees and the setting up of such schemes must remain optional for S.EUs;

 such schemes must be accompanied by mechanisms to safeguard employees against unreasonable financial risks,risks.

The Commission, in consultation with social partners and relevant stakeholders and based on best-practice, should design guidance for S.EUs to ease implementation, to improve awareness about employee financial participation and to ensure the convergence of employee financial participation schemes across Member States. The guidance should include information about associated financial risks for employees, specify employee buy-out options and democratic governance, and consider the impact on employees.

In order to accelerate dispute resolution concerning S.EUs, an alternative specialised dispute resolution mechanism should be established. Participation in that mechanism should be subject to the consent of the parties involved. Disputes relating to individual and collective labour law should be excluded from that mechanism, and jurisdiction in such cases should be determined in accordance with Articles 20 to 23 of Regulation (EU) No 1215/2012.

Member States should furthermore consider introducing a special panel within their national courts – either one panel within one specific court at the national level or one panel within one specific court in each federal entity, depending on the national judicial system in question. Such panels should be dedicated to resolving civil law disputes between companies relating to the S.EU corporate form, disputes arising from or in connection with the acquisition of S.EUs or shares in S.EUS.EU, and disputes between an S.EU and members of its management or supervisory board. Member States should ensure that proceedings before such panels can be conducted in English, provided that the parties involved consent.

9. Impact Assessment,assessment, Reviewreview and Evaluationevaluation

The effectiveness of the 28th regime in promoting innovation, enhancing competitiveness, safeguarding legal certainty and preventing regulatory circumvention of Union and national social and labour standards should be continuously monitored.

The Commission should conduct and publish a comprehensive and transparent impact assessment at the same time as any new legislative proposal related to the 28th regime, with a focus on social, fiscal and legal consequences, as well as risks of weakening Union and national protection standards. To ensure legal certainty and coherence, the Commission should also assess existing national models and best practices, such as the functionality of national corporate registries, and automated digital processes that facilitate company creation while maintaining high standards of transparency and accountability. The Commission should specifically explore ways to optimise procedures to ensure that the entire registration process, including additional verifications and compliance checks, can be completed within 48 hours, without affecting legal certainty and in accordance with procedural safeguards.

The Commission should further ensure a comprehensive review and, where necessary, a revision of the 28th Regimeregime at regular intervals, including an assessment of its adoption rates among companies, in particular SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, the Union’s competitiveness, social protection and employmentemployment, and its overall fitness for purpose.

The Commission should evaluate and report to the European Parliament, the Council and the European Economic and Social Committee on the potential effect of the legislative act on the development and economic growth of SMEs and the compliance with and impact on Union and national labour law and worker protection standards every 4 years to ensure adaptability to new challenges. That report should, where appropriate, be accompanied by legislative proposals for revision.

EXPLANATORY STATEMENT

The European Commission with the new mandate has announced its intention for the creation of a new legal status for companies - a ‘28th Regime’. The ‘28th regime’ describes a legislative technique, by which legally binding rules adopted at EU level co-exist within the territories of the Member States with national rules. Their application depends on the voluntary choice by private parties to be bound by these EU rules. From the perspective of these private parties, EU rules must be more advantageous for them than the otherwise applicable national law in order to chosen. The EU has previously made use of this legislative technique when adopting the Pan-European Pension Product (PEPP), the undertakings for collective investment intransferable securities (UCITS), the Societatas Europaea (SE). The Commission proposed the Societas Privata Europaea (SPE), Societas Unius Personae (SUP) and the Common European Sales Law (CESL) as ‘28th regime’ but never concluded the legislative process.

Making use of the ‘28th regime’ legislative technique in order to support innovative companies had resurfaced, in Enrico Letta’s report Much More Than a Market, where he called for the establishment of a “Simplified European Company”. Similar references can also be found in different recent Communications by the European Commission and the Draghi Report on The Future of European Competitiveness. The European Parliaments legislative initiative report outlines a pathway on the design and framework of such a corporate form, with a specific view on how such a status could benefit SMEs, start-ups and scale-ups and their founders wanting to operate and expand across the Internal Market, without being limited to them.

There have been previous attempts by the European Commission at setting up a regime for a private European company, none of which proved fully successful. The reasons for their failure stem from the loopholes in their design and missing safeguards for consultation and participation rights of workers, because of which, the necessary consensus could not be reached. The creation of additional legal, administrative, and financial burdens associated with these attempts also contributed to limiting the uptake by young companies.

Establishing the necessary safeguards to effectively prevent abusive use of a ‘28th Regime’ in particular in regard to employee participation rules (as defined by Article 2 (k) of Directive 2001/86/EC) are of the utmost importance and a necessary pre-condition for the success and societal acceptance of this project. Repeating past mistakes and failing to establish safe solutions that do not undermine existing standards would endanger the idea from the outset.

Many years later, while important steps have been taken regarding the harmonization of company law in Europe, many challenges in particular for smaller and emerging companies remain unresolved while new economic challenges have emerged.

The Legal Affairs Committee therefore recommends, that the corporate form proposed by the Commission be named the ‘Societas Europaea Unificata’ (S.EU) company. Instead of establishing an autonomous pan-European corporate form, through a regulation – which would necessitate Article 352(1) TFEU as a legal basis and risk repeating past mistakes – the report recommends being ambitious in substance rather than in form and the setting up of a national corporate form automatically recognised in all Member States. This can be implementing by upgrading existing national limited liability corporate forms or by creating new tailor-made national corporate forms. Such a way of supranationalising essential elements of an otherwise national corporate form can be achieved by means of a maximum harmonising directive on the basis of Articles 50 and 114 TFEU.

The ‘Societas Europaea Unificata (S.EU) corporate form would address burdens by creating a simplified, digitalised, understandable, and user-friendly regulatory environment tailored to the needs for SMEs, start-ups and scale ups, while not being limited to a new category ‘innovative’ companies or other limiting criteria, to create and strengthen innovation in Europe. Making access to the legal form conditional on the parties providing the necessary evidence to qualify as eligible - for example to showcase their ‘innovative’ character - would increase the administrative burden that particularly small and medium-sized companies struggle to manage. In order to serve best the needs of SMEs, start-ups and scale-ups, the S.EU has to be a limited liability company that is not listed on the stock market.

Next to simplifying company formation and registration procedures, the report proposes that the legal framework should address various elements to strengthen the competitiveness of SMEs, start-ups and scale-ups choosing to opt-into the new corporate form. The proposal therefore outlines different components that should be included to improve access to capital and talent for S.EUs, and encourage long-termism. In particular, start-ups that transform innovative ideas into marketable products are prone to so-called ‘killer acquisitions’, which can hardly be controlled by means of merger control laws. The rapporteur therefore wishes to explore elements of long-term, purpose-driven corporate forms, for which existing and emerging examples in different Member States already exist. In particular, with regard to ‘asset locks’ and possible challenges with regards to cross-border conversions. In order to remain attractive to investors, companies that opt for a legal regime that serves long-termism, any such proposal must be accompanied by EU-wide harmonised rules on equity-like debt instruments that allow for investors to invest into companies without acquiring control rights over a company (such as profit participation rights, silent partnerships, or profit-linked loans).

The success of other corporate forms in other countries (such as the Delaware Inc. in the US) is linked to the efficiency, the speed und the degree of specialisation of the court system adjudicating on matters relating to this corporate form. An alternative dispute resolution mechanism for the S.EU can achieve this objective as could a system special panels specialized on matters relating to the S.EU at courts in the Member States. Both may only judge on civil law disputes between companies, disputes arising from or in connection with the acquisition of S.EU companies or shares in S.EU companies, and disputes between a S.EU company and members of its governance structure. Participation in these special forms of dispute resolution is subject to the consent of the parties involved. Disputes relating to individual and collective labour law are excluded from this mechanism.

In terms of safeguards for Union and national labour law and in particular the rules of employee participation, the report outlines their crucial importance. It states that the S.EU must be without prejudice to Union and national labour law. Rules on employee participation differ meaningfully between Member States. Their existence and their importance are closely linked to the social fabric of a Member State’s economy and the S.EU carries a risk of being used as a vehicle for circumvention of national arrangements on employee participation. The report therefore proposes to effectively prevent the artificial use of the S.EU with a view to circumventing current levels of employee participation protection in the Member States. It states that the S.EU conducting an economic activity which entails employment in another Member State is subject to the rules in force concerning employee participation in the Member State of the place of employment provided that the legal order of the S.EU’s registered office does not provide for at least the same level of employee participation rights as required under the law of the place of employment. As a fall-back option, where law applicable to employee participation cannot be determined in accordance with the just mentioned principles, a negotiation procedure equivalent to that provided for in Articles 3 to 7 of Directive 2001/86/EC would have to be triggered.

ANNEX: DECLARATION OF INPUT

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur declares that he received input from the following entities or persons in the preparation of the draft report:

Entity and/or person

ACT | The App Association - Transparency Register: 72029513877-54

Allied For Startups asbl - Transparency Register: 490631396665634665118544-37

Association Nationale des Sociétés par Actions (ANSA) - Transparency Register: 236569017571-35

Association pour l'Unification du Droit des affaires en Europe - Transparency Register: 490631396665-19

Bertelsmann Stiftung - Transparency Register: 13571025706-27

Bruegel - Transparency Register: 458295331598-02

Bundesarbeitskammer Österreich - Transparency Register: 23869471911-54

Bundesministerium der Justiz (BMJ) - Federal Ministry of Justice

Bundesministerium für Arbeit und Soziales (BMAS) - Federal Ministry of Labour and Social Affairs)

Bundesnotarkammer - Transparency Register: 74591581960-65

Bundesverband der Deutschen Volksbanken und Raiffeisenbanken - Transparency Register: 22330076571-75

Bundesverband Deutsche Startups e.V. - Transparency Register: 185296944302-68

Bundesverband Öffentlicher Banken Deutschlands eV- Transparency Register: 0767788931-41

Bundesvereinigung der Deutschen Arbeitgeberverbände e.V. Transparency Register: 7749519702-29

Confédération des Petites et Moyennes Entreprises (CPME) - Transparency Register: 74081206759-11

Conseil des Notariats de l'Union Européenne (CNUE) - Transparency Register: 98885666486-72

Conseil International du Notariat Belge /Internationale Raad van het Belgisch Notariaat- Transparency Register: 134690012359-91

Critical Software

Deutsche Bank AG - Transparency Register: 271912611231-56

Deutsche Börse AG - Transparency Register: 20884001341-42

Deutscher Gewerkschaftsbund (DGB) - Transparency Register: 07595112423-87

Deutsche Industrie- und Handelskammer (DIHK) - Transparency Register: 22400601191-42

Deutscher Sparkassen-und Giroverband - Transparency Register: 62379064909-15

Deutscher Steuerberaterverband e.V. - Transparency Register: 845551111047-04

Ecosia - Transparency Register: 907388840752-05

EU Inc Petition - Transparency Register: 848536795849-82

European Accelerationism (euacc) - Transparency Register: 604097693841-70

European Commission

European Confederation of Directors' Associations (ecoDa) - Transparency Register: 37854527418-86

European Economic and Social Committee (Employers' Group)

European Investment Bank Group (EIB)

European Investment Fund (EIF)

European Savings and Retail Banking Group - Transparency Register: 8765978796-80

European Startup Nations Alliance (ESNA)

European Startup Network ivzw (ESN) - Transparency Register: 568027349084-26

European Trade Union Confederation (ETUC) - Transparency Register: 06698681039-26

European Trade Union Institute (ETUI) - Transparency Register: 521878025223-22

FleishmanHillard - Transparency Register: 56047191389-84

France Digitale - Transparency Register: 479234015862-06

Gesamtverband der Deutschen Versicherungswirtschaft e.V. - Transparency Register: 6437280268-55

Global Legal Entity Identifier Foundation - Transparency Register: 660337819709-62

HANDWERK BW, Baden-Württembergischer Handwerkstag e.V. - Transparency Register: 777023714204-72

Handwerkskammer Region Stuttgart - Transparency Register: 784120934361-84

Hans-Böckler-Stiftung - Transparency Register: 957887652130-79

International Credit Insurance & Surety Association - Transparency Register: 924462331324-02

Johann Wolfgang Goethe-Universität Frankfurt am Main (DFG LawFin Center) - Transparency Register: 10709328948-87

Karlsruher Institut für Technologie - Transparency Register: 869975425127-08

KIT- Gründerschmiede

Leibniz Institute for Financial Research SAFE - Transparency Register: 843071031814-24

Nordic Financial Unions - Transparency Register: 4129929362-47

Oliver Coste

Österreichische Notariatskammer - Transparency Register: 6475183729-37

Österreichischer Gewerkschaftsbund (ÖGB) - Transparency Register: 43246044354-41

Permanent Representation of Austria to the European Union

Permanent Representation of Estonia to the European Union

Permanent Representation of France to the European Union

Permanent Representation of Ireland to the European Union

Permanent Representation of the Federal Republic of Germany to the European Union

Permanent Representation of the Kingdom of the Netherlands to the European Union

Ruprecht-Karls-Universität Heidelberg

Startup Portugal

Stiftung Verantwortungseigentum e.V.- Transparency Register: 202064594750-82

Stripe, Inc.- Transparency Register: 389356530261-76

Tax Justice Network - Transparency Register: 699806711070-86

UNI Europa - Transparency Register: 43785827982-59

Università Commerciale Luigi Bocconi (Department of Legal Studies) - Transparency Register: 670567291836-27

Validaitor GmbH - Transparency Register: 534367793668-79

vbw - Vereinigung der Bayerischen Wirtschaft e. V. - Transparency Register: 49096067887-19

Vereinte Dienstleistungsgewerkschaft (ver.di) - Transparency Register: 16178359495-57

The list above is drawn up under the exclusive responsibility of the rapporteur.

Where natural persons are identified in the list by their name, by their function or by both, the rapporteur declares that he has submitted to the concerned natural persons the European Parliament's Data Protection Notice No 484 (https://www.europarl.europa.eu/data-protect/index.do), which sets out the conditions applicable to the processing of their personal data and the rights linked to that processing.

The rapporteur has included in the legislative footprint both input he has received in writing and meetings he or his team has held. The meetings with interest representatives are published in line with the Rules of Procedure of the European Parliament and can be retrieved in the legislative observatory.

11.12.2025

LETTER FROM THE COMMITTEE ON LEGAL AFFAIRS ON THE LEGAL BASIS

Committee on Legal Affairs

Coordinators

Subject: Opinion on the legal basis of the The 28th Regime: a new legal framework for innovative companies (2025/2079(INL))

Dear Coordinators, Colleagues,

I - Introduction

On 6 January 2025, the Committee on Legal Affairs (JURI) requested an authorisation to draw up an own-initiative legislative report (INL) pursuant to Article 225 of the Treaty on the functioning of the European Union (TFEU) and Rule 47 of the Rules of Procedure of the European Parliament (RoP), with recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies. The authorisation was granted by the Conference of Presidents on 3 April 2025.

In accordance with Rule 47(3) RoP, the committee responsible for the subject-matter is to request an opinion on the appropriateness of the legal basis from the committee responsible for legal affairs, which is to be delivered without undue delay.

In this case, the committee responsible for the subject-matter and the committee to provide the opinion on the legal basis are the same, the JURI committee. On 23 September 2025, the Coordinators of the JURI committee therefore took note that the committee would provide such an opinion.

The JURI committee considered the matter of the appropriateness of the legal basis proposed in the draft INL in question at its meeting of 3-4 December 2025.

II - Background

The request for authorisation of the INL was made pursuant to point XVIII(5) of Annex VI to the Rules of Procedure, which confers on the JURI committee the competence in the area of company law.

The purpose of the INL is to invite the Commission to put forward a legislative proposal for a Union-wide legal status, which would offer a new alternative for innovative companies. It would take the form of the so-called 28th regime and would allow companies to benefit from a simpler, harmonised set of rules in certain areas. With the INL, the JURI committee intends to map in detail Parliament’s position and expectations regarding both the legal basis of such initiative and its more detailed content, and thus shape the proposal up-front.

In the INL, the JURI committee would analyse the need for such a legislative instrument and the legislative options available, including safeguards to address the concerns that led to the failure of similar initiatives in the past.

The JURI committee also intended to address the following aspects in the INL: (i) the real hurdles that companies, in particular innovative start-ups, face in the Union that would justify the 28th regime to enhance competitiveness and productivity, (ii) to what extent, within the limits set by the Treaties, areas such as company and corporate law, insolvency law or commercial law can be harmonised under the 28th regime, (iii) safeguards that could mitigate the risk of misuse in order to circumvent applicable regulatory frameworks in the Member State where the company activities are carried out, and (iv) how to simplify registration without increasing the risk of evasion of the applicable regulatory framework, and without compromising the necessary guarantees for verification of the identity and good repute of the company founder. Lastly, the report would also assess whether the 28th regime should be accessible to all Union companies or limited only to particular categories (e.g., innovative start-ups).

The JURI committee specified that the possible legal basis would depend on further considerations, but tentatively envisaged Articles 50 and 114 TFEU as the legal basis.

III – CJEU case-law on the choice of legal basis

The Court of Justice has traditionally viewed the question of the appropriate legal basis as an issue of constitutional significance, guaranteeing compliance with the principle of conferred powers (Article 5 of the Treaty on European Union) and determining the nature and scope of the Union’s competence.

According to well-established case-law, the legal basis of a Union act does not depend on an institution's conviction as to the objective pursued but must be determined according to objective criteria amenable to judicial review, including in particular the aim and the content of the measure.

If examination of a measure reveals that it pursues a twofold purpose or that it has a twofold component and if one of those is identifiable as the main or predominant purpose or component, whereas the other is merely incidental, that measure must be based on a single legal basis, namely that required by the main or predominant purpose or component. Only exceptionally, if it is established that the act simultaneously pursues a number of objectives, inextricably linked, without one being secondary and indirect in relation to the other, may such an act be founded on the various corresponding legal bases. This would however only be possible if the procedures laid down for the respective legal bases are not incompatible with and do not undermine the right of the European Parliament.

IV – Aim and content of the INL

The aim as specified in the draft INL is to ‘further deepen the internal market’ (paragraph 4) by designing the “framework of such a corporate form, with a specific view on how such a status could benefit small and medium enterprises (SMEs), start-ups and scale-ups, and their founders wanting to operate and expand across the internal market, without being limited to them” (explanatory statement). In this broader context, the draft INL expresses the aim to help new and growing businesses (start-ups and scale-ups) to address problems such as access to finance and infrastructure, entering new markets, obtaining data and attracting talent.

The draft INL envisages inter alia the establishment of a ‘European Start-Up and Scale-Up’ (ESSU) corporate form to achieve those aims and reduce burdens by creating a simplified, digitalised and user-friendly regulatory environment tailored to the needs of SMEs, start-ups and scale-ups to create and strengthen innovation in Europe (explanatory statement). As envisaged in the draft INL, the ESSU, which is not conceived as an autonomous pan-European corporate form, but as a national corporate form in all Member States, would consist of certain elements that are harmonised by Union law and would take the legal form of a limited liability company. The draft INL contains provisions on the minimum paid-in capital and foresees the fully digital creation and registration of an ESSU. Furthermore, the draft INL proposes a uniform Union-level digital company register, measures to protect from ‘killer acquisitions’ and the introduction of harmonised equity-like debt instruments, including the development of model shareholder agreements and model articles of association.

The ESSU might have to be adopted through a set of legal acts instead of one comprehensive legal act, while the corporate law elements are proposed to be based on Articles 50 and 114(1) TFEU.

V - The relevant Treaty Articles

Chapter 2 of Title IV of Part three TFEU, on “Right of establishment” reads, inter alia:

Article 50

(ex Article 44 TEC)

1. In order to attain freedom of establishment as regards a particular activity, the European Parliament and the Council, acting in accordance with the ordinary legislative procedure and after consulting the Economic and Social Committee, shall act by means of directives.

2. The European Parliament, the Council and the Commission shall carry out the duties devolving upon them under the preceding provisions, in particular:

(a) by according, as a general rule, priority treatment to activities where freedom of establishment makes a particularly valuable contribution to the development of production and trade;

(b) by ensuring close cooperation between the competent authorities in the Member States in order to ascertain the particular situation within the Union of the various activities concerned;

(c) by abolishing those administrative procedures and practices, whether resulting from national legislation or from agreements previously concluded between Member States, the maintenance of which would form an obstacle to freedom of establishment;

(d) by ensuring that workers of one Member State employed in the territory of another Member State may remain in that territory for the purpose of taking up activities therein as self-employed persons, where they satisfy the conditions which they would be required to satisfy if they were entering that State at the time when they intended to take up such activities;

(e) by enabling a national of one Member State to acquire and use land and buildings situated in the territory of another Member State, in so far as this does not conflict with the principles laid down in Article 39(2);

(f) by effecting the progressive abolition of restrictions on freedom of establishment in every branch of activity under consideration, both as regards the conditions for setting up agencies, branches or subsidiaries in the territory of a Member State and as regards the subsidiaries in the territory of a Member State and as regards the conditions governing the entry of personnel belonging to the main establishment into managerial or supervisory posts in such agencies, branches or subsidiaries;

(g) by coordinating to the necessary extent the safeguards which, for the protection of the interests of members and others, are required by Member States of companies or firms within the meaning of the second paragraph of Article 54 with a view to making such safeguards equivalent throughout the Union;

(h) by satisfying themselves that the conditions of establishment are not distorted by aids granted by Member States.

Chapter 3 of Title VII of Part three TFEU, on “Approximation of laws” reads, inter alia:

Article 114

(ex Article 95 TEC)

1. Save where otherwise provided in the Treaties, the following provisions shall apply for the achievement of the objectives set out in Article 26. The European Parliament and the Council shall, acting in accordance with the ordinary legislative procedure and after consulting the Economic and Social Committee, adopt the measures for the approximation of the provisions laid down by law, regulation or administrative action in Member States which have as their object the establishment and functioning of the internal market.

2. Paragraph 1 shall not apply to fiscal provisions, to those relating to the free movement of persons nor to those relating to the rights and interests of employed persons.

3. The Commission, in its proposals envisaged in paragraph 1 concerning health, safety, environmental protection and consumer protection, will take as a base a high level of protection, taking account in particular of any new development based on scientific facts. Within their respective powers, the European Parliament and the Council will also seek to achieve this objective.

4. If, after the adoption of a harmonisation measure by the European Parliament and the Council, by the Council or by the Commission, a Member State deems it necessary to maintain national provisions on grounds of major needs referred to in Article 36, or relating to the protection of the environment or the working environment, it shall notify the Commission of these provisions as well as the grounds for maintaining them.

5. Moreover, without prejudice to paragraph 4, if, after the adoption of a harmonisation measure by the European Parliament and the Council, by the Council or by the Commission, a Member State deems it necessary to introduce national provisions based on new scientific evidence relating to the protection of the environment or the working environment on grounds of a problem specific to that Member State arising after the adoption of the harmonisation measure, it shall notify the Commission of the envisaged provisions as well as the grounds for introducing them.

6. The Commission shall, within six months of the notifications as referred to in paragraphs 4 and 5, approve or reject the national provisions involved after having verified whether or not they are a means of arbitrary discrimination or a disguised restriction on trade between Member States and whether or not they shall constitute an obstacle to the functioning of the internal market.

In the absence of a decision by the Commission within this period the national provisions referred to in paragraphs 4 and 5 shall be deemed to have been approved.

When justified by the complexity of the matter and in the absence of danger for human health, the Commission may notify the Member State concerned that the period referred to in this paragraph may be extended for a further period of up to six months.

7. When, pursuant to paragraph 6, a Member State is authorised to maintain or introduce national provisions derogating from a harmonisation measure, the Commission shall immediately examine whether to propose an adaptation to that measure.

8. When a Member State raises a specific problem on public health in a field which has been the subject of prior harmonisation measures, it shall bring it to the attention of the Commission which shall immediately examine whether to propose appropriate measures to the Council.

9. By way of derogation from the procedure laid down in Articles 258 and 259, the Commission and any Member State may bring the matter directly before the Court of Justice of the European Union if it considers that another Member State is making improper use of the powers provided for in this Article.

10. The harmonisation measures referred to above shall, in appropriate cases, include a safeguard clause authorising the Member States to take, for one or more of the non-economic reasons referred to in Article 36, provisional measures subject to a Union control procedure.

VI – Analysis

(a) Article 50 TFEU

The essence of the INL is company law and is therefore covered by Article 50 TFEU, which empowers the Union legislators to adopt measures in order to attain the freedom of establishment. According to paragraph 8 of the draft INL, “[...] the 28th regime should mainly concern company law rules and [...] only limited liability companies not listed on the stock market should be able to participate in it; [...] the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms”.

The draft INL provides for a new type of corporate form, the ‘European Start-Up and Scale-Up’ (ESSU) (paragraph 9), which is to be incorporated in each of the 27 Member States’ legal orders into existing or new national corporate forms. Indeed, such measures would contribute to facilitating the exercise, by innovative companies, of their freedom of establishment.

Other elements of the draft INL, such as the simplification and digitalisation of company formation and registration (paragraph 11), the rules on minimum paid-in capital (Section 2 of the annex) and the protection against killer acquisitions (paragraph 18 and Section 5 of the annex) also constitute company law rules, covered by Article 50 TFEU.

The draft INL proposes the establishment of “a uniform Union-level digital company register to serve as a direct entry point for registering ESSUs, complementing and extending the existing Business Register Interconnection System” (paragraph 12). The annex complements this by explaining that “[s]uch a register would complement and extend the existing Business Register Interconnection System. The uniform Union-level digital company register should not replace the existing national incorporation rules but, rather, serve as a common portal.” The register aims to facilitate the simplification and digitalisation of the creation of an ESSU. As long as it would serve as a direct entry point for the registration and it will not replace the relevant national rules, this provision would also fall under Article 50 TFEU.

(b) Article 114 TFEU

Article 114(1) TFEU is the appropriate legal basis for the approximation of the provisions laid down by law, regulation or administrative action in Member States which has as its objective the establishment and functioning of the internal market.

According to the case-law, Article 114 TFEU empowers the Union legislature to adopt measures to improve the conditions for the establishment and functioning of the internal market and they must genuinely have that object, contributing to the elimination of obstacles to the economic freedoms guaranteed by the Treaty, which include the freedom of establishment. Furthermore, recourse to Article 114 TFEU as a legal basis is also possible if the aim is to prevent the emergence of obstacles to trade resulting from heterogeneous development of national laws; the emergence of such obstacles must, however, be likely and the measure in question must be designed to prevent them.

As mentioned in the draft INL (recitals A and D), the progressive introduction by Member States of specific corporate forms for start-ups may negatively affect the proper functioning of the internal market by distorting fair competition. Such divergencies may also have an impact on access to capital, an issue which the draft INL addresses in paragraphs 21 and 22 as well as in Sections 2 and 7 of the annex.

It results clearly from the draft INL that the aim is to help SMEs, start-ups and scale-ups and their founders to operate and expand across the internal market by setting a clear legal framework of the new corporate form.

It is worth mentioning, in this regard, that the new corporate form would be a national corporate form which would have to be made available in all Member States with a number of its elements being harmonised by Union law. Therefore, the present situation differs from the situation at issue in case C-436/03 concerning the European Cooperative Society (SCE). The SCE constitutes a European legal form which has specific Union character and is governed by a regulation which leaves unchanged the different national laws already in existence. In its judgment of 2 May 2006 in the above-mentioned case, the Court ruled that the creation of such a supranational corporate form could not be regarded as aiming to approximate (‘harmonise’) the laws of the Member States and that the Regulation was therefore correctly based on Article 352 TFEU (ex Article 308 TEC).

(c) Other aspects

As part of the safeguards to be introduced to prevent the abuse of the 28th regime, the draft INL evokes employee participation in paragraphs 10 and 20 as well as in Sections 1 and 4 of the annex. It is proposed to resolve matters pertaining to employee participation by means of a ‘conflict of law rule’: the applicable law should be determined by the law of the real seat of the company, that is to say, the place of the company’s central management.

For existing forms of limited liability companies, rules on employee participation aiming to prevent circumvention have been adopted in a legislative act based on Article 50 TFEU. Analogous anti-circumvention rules may be based on Article 50 TFEU.

With regard to the employee stock ownership plans (paragraph 17 and Section 6 of the annex) and specialised dispute resolution (paragraph 23 and Section 8 of the annex) it is worth drawing attention to two potential issues:

Harmonised rules across the Union on the structuring of employee stock ownership plans, even if construed as optional rules, might not be covered by Article 50 TFEU and are, since they are ‘relating to the rights and interests of employed persons’, explicitly excluded from the scope of Article 114 TFEU, pursuant to paragraph 2 of the latter.

Dispute resolution mechanisms understood as ‘out-of-court’ or ‘alternative’ mechanisms, as long as they are ancillary to reach the aims of the measure, could be covered by Article 114 TFEU (see, to that effect, Article 21 of the Digital Services Act, and Directive on alternative dispute resolution for consumer disputes). Requiring Member States to change the organisation of their courts, by contrast, might go beyond the scope of Articles 50 and 114 TFEU.

VII – Conclusion

At its meeting of 3 December 2025 the Committee on Legal Affairs accordingly decided, by 22 votes to 2, with 1 abstention, to recommend that the draft own-initiative legislative report pursues aims in the area of company law as well as approximation of laws that are indissociably linked and that, therefore, Articles 50 and 114 TFEU seem to be the appropriate legal basis.

Yours sincerely,

Ilhan Kyuchyuk

INFORMATION ON ADOPTION IN COMMITTEE RESPONSIBLE

Date adopted

11.12.2025

Result of final vote

+:

–:

0:

18

4

1

Members present for the final vote

Maravillas Abadía Jover, Pascal Canfin, Juan Carlos Girauta Vidal, Ilhan Kyuchyuk, Sergey Lagodinsky, Mario Mantovani, Victor Negrescu, Pascale Piera, Emil Radev, René Repasi, Krzysztof Śmiszek, Lara Wolters

Substitutes present for the final vote

Billy Kelleher, Arash Saeidi, Raffaele Stancanelli, Jörgen Warborn

Members under Rule 216(7) present for the final vote

Monika Hohlmeier, Mariusz Kamiński, Stefan Köhler, Giusi Princi, Terry Reintke, Elena Sancho Murillo, Volker Schnurrbusch

FINAL VOTE BY ROLL CALL BY THE COMMITTEE RESPONSIBLE

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