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AMENDMENTS

* Consultation procedure

The Committee on Economic and Monetary Affairs calls on the Committee on on Legal Affairs, as the committee responsible, to take the following into account:

*** Consent procedure

***I Ordinary legislative procedure (first reading)

***II Ordinary legislative procedure (second reading)

***III Ordinary legislative procedure (third reading)

~~(The type of procedure depends on the legal basis proposed by the draft act.)~~

~~Amendments to a draft act~~

~~Amendments by Parliament set out in two columns~~

~~Deletions are indicated in bold italics in the left-hand column. Replacements are indicated in bold italics in both columns. New text is indicated in bold italics in the right-hand column.~~

The first and second lines of the header of each amendment identify the relevant part of the draft act under consideration. If an amendment pertains to an existing act that the draft act is seeking to amend, the amendment heading includes a third line identifying the existing act and a fourth line identifying the provision in that act that Parliament wishes to amend.

~~Amendments by Parliament in the form of a consolidated text~~

New text is highlighted in bold italics. Deletions are indicated using either the ▌symbol or strikeout. Replacements are indicated by highlighting the new text in bold italics and by deleting or striking out the text that has been replaced.

~~By way of exception, purely technical changes made by the drafting departments in preparing the final text are not highlighted.~~

~~DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION~~

~~on the proposal for a directive of the European Parliament and of the Council harmonising certain aspects of insolvency law~~

~~(COM(2022)0702 – C100410/2022 – 2022/0408(COD))~~

~~(Ordinary legislative procedure: first reading)~~

~~– having regard to the Commission proposal to Parliament and the Council (COM(2022)0702),~~

~~– having regard to Article 294(2) and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C100410/2022),~~

~~– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,~~

~~– having regard to Rule 60 of its Rules of Procedure,~~

~~– having regard to the opinion of the Committee on Economic and Monetary Affairs,~~

~~– having regard to the report of the Committee on Legal Affairs (A100000/2025),~~

~~1. Adopts its position at first reading hereinafter set out;~~

~~2. Approves its statement annexed to this resolution;~~

~~3. Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;~~

~~4. Instructs its President to forward its position to the Council, the Commission and the national parliaments.~~

Amendment 1

Proposal for a directive

~~Recital 5 a (new)~~

Recital 1

Text proposed by the Commission

Amendment

(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.

(1) The objective of this Directive is to contribute to the proper functioning of the internal market 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.

~~Or. en~~

(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.

Amendment 2

Proposal for a directive

Recital 62

Text proposed by the Commission

Amendment

(6) The scope of the legal acts that could be challenged under the avoidance actions rules should be drawn broadly, in order to cover any human behaviour with legal effects. The principle of equal treatment of creditors implies that legal acts should also include omissions, as it makes no significant difference if creditors suffer a detriment as a consequence of an action or of the passivity of the party concerned. For instance, it makes no difference whether a debtor actively waives a claim against his or her obligor or whether he or she remains passive and accepts the claim to become time-barred. Further examples of omissions that may be subject to avoidance actions include the omission to challenge a disadvantageous judgement or other decisions of courts or public authorities or the omission to register an intellectual property right. For the same reason, avoidance rules should not be restricted to legal acts performed by the debtor, but should also include legal acts performed by the counterparty or by a third party. On the other hand, only legal acts should be subject to avoidance rules which are detrimental to the general body of creditors.

(2) The wide differences in substantive insolvency laws acknowledged by Regulation (EU) 2015/848 of the European Parliament and of the Council32 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.

(6) The scope of the legal acts that could be challenged under the avoidance actions rules should be interpreted broadly, in order to cover any human behaviour with legal effects that is detrimental to the general body of creditors. The principle of equal treatment of creditors implies that legal acts should also include omissions, as it makes no significant difference if creditors suffer a detriment as a consequence of an action or of the passivity of the party concerned. For instance, it makes no difference whether a debtor actively waives a claim against his or her obligor or whether he or she remains passive and accepts the claim to become time-barred. Further examples of omissions that may be subject to avoidance actions include the omission to challenge a disadvantageous judgement or other decisions of courts or public authorities or the omission to register an intellectual property right. For the same reason, avoidance rules should not be restricted to legal acts performed by the debtor, but should also include legal acts performed by the debtor’ s counterparty or by a third party. On the other hand, only legal acts should be subject to avoidance rules which are detrimental to the general body of creditors.

(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 Bank32a create barriers to the internal market by reducing the attractiveness of cross-border investments, thus impacting the viability of economic operation and the cross-border movement of capital within the Union and to and from third countries. It also means that harmonisation of certain aspects of insolvency law may require considerable changes in some Member States.

~~Or. en~~

__________________

32 Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (OJ L 141 5.6.2015, p. 19).

32a https://subnational.doingbusiness.org/en/data/exploretopics/resolving-insolvency/what-measured

Amendment 3

Proposal for a directive

Recital 83

Text proposed by the Commission

Amendment

(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 legal act that can be declared void knew, or should have known, at the time of the transaction that the debtor was insolvent.

(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 knew at the time of the transaction that the debtor was insolvent.

(3) Insolvency proceedings ensure the orderly winding down 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 firms value and insolvency proceedings’ outcome, so raising barriers especially for cross-border investments in the internal market. This uncertainty acts as a disincentive which obstructs the freedom of establishment of undertakings and the willingness to entrepreneurship thus harming the proper functioning of the internal market. Small and medium-sized enterprises, in particular, often lack the necessary resources to assess risks related to cross-border activities. 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, which acts as a disincentive to investment and makes it more difficult to attract foreign capital into EU territory.

~~Or. en~~

Amendment 4

Proposal for a directive

Recital 94

Text proposed by the Commission

Amendment

(9) Certain congruent coverages, namely legal acts that are performed directly against fair consideration to the benefit of the insolvency estate, should be exempted from the scope of legal acts that can be declared void. Those legal acts aim at supporting the ordinary daily activity of the debtor’s business. Legal acts falling under this exception 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 estate and not a third party. This exception 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).

(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 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.

(9) Certain congruent coverages, namely legal acts that are performed directly against fair consideration to the benefit of the debtor’s assets, 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 exception 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).

(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 financing, diversification of portfolios and investment opportunities, while also preventing the build-up of non-performing loans (NPL) . Therefore, it is necessary to set out minimum requirements in targeted areas of national insolvency proceedings, as well as creating heightened risks and costs for investors, which have a significant impact on the efficiency and length of such proceedings, especially on cross-border insolvency proceedings.

~~Or. en~~

Amendment 5

Proposal for a directive

~~Recital 10~~

Recital 4 a (new)

Text proposed by the Commission

Amendment

(10) New- 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 , 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.

(4 a) The minimum standards laid down in this Directive aim to harmonise Member State’s insolvency law, in particular when it comes to, maximization of legal certainty about a firm’s value, improving efficiency of insolvency procedures both in terms of costs and length (especially for microenterprises and SMEs), protecting employees and preserving jobs and improving predictability and fair distribution of value amongst creditors. It should be understood that employees, to whom a company ows a debt the moment they deliver their labour, can be regarded as creditors.

(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 , 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.

~~__________________~~

33 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019, p. 18).

~~Or. en~~

Amendment 6

Proposal for a directive

~~Recital 11~~

Recital 4 b (new)

Text proposed by the Commission

Amendment

(11) The main consequence of declaring a legal act void in avoidance proceedings is the obligation for the party benefiting from the legal act that has been declared void to compensate the insolvency estate for the detriment caused by such legal act. Compensation should include emoluments, where relevant, and interest, in accordance with the applicable general civil law. The compensation implies the payment of a sum equivalent to the value of the performance received if it cannot be returned in natura to the insolvency estate.

(4 b) Harmonisation of insolvency proceedings is associated with lower costs of credit, increased access to credit, improved creditor recovery and more effective protection of workers. At the same time one of the goals when completing the Capital Market Union is to stimulate more equity financing, and figures on how more debt financing through better protection of creditor rights will impact equity financing, are inconclusive. Therefore, a legal instrument to harmonize the legislative solutions for the debt-equity bias, without prejudice to the legitimate and effective use of debt instruments, is necessary in order to place debt and equity financing on an equal footing in the EU in parallel with this Directive.

(11) The main consequence of a legal act being void, voidable or unenforceable in avoidance proceedings is the obligation for the party benefiting from the void, voidable or unenforceable legal act to compensate the insolvency estate for the detriment caused by such legal act. Compensation should include emoluments, where relevant, and interest, in accordance with the applicable civil law. The compensation implies the payment of a sum equivalent to the value of the performance received if it cannot be returned in natura to the insolvency estate. It should be possible to bring avoidance actions against individual successors of the debtor if they acquired the asset against no or manifestly inadequate consideration or if they acquired the asset while knowing the circumstances on which the avoidance actions are based.

~~Or. en~~

Amendment 7

Proposal for a directive

~~Recital 12~~

Recital 5 a (new)

Text proposed by the Commission

Amendment

(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 legal act that can be declared void 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.

(5 a) Exceptionally, when the perfection of a legal act requires registration in a public register, e.g. the land register, the legal act may be deemed to be perfected before the registration takes place.

(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 or 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.

~~Or. en~~

Amendment 8

Proposal for a directive

Recital 138

Text proposed by the Commission

Amendment

(13) Improving the possibilities of insolvency practitioners to identify and trace assets belonging to the insolvency estate is essential for the maximisation of the value of that estate. When performing their duties, insolvency practitioners may, already now, access information held in public data registers, partly set up by Union law and interconnected at European level, such as the Business Registers Interconnection System (BRIS), the system of Insolvency Registers Interconnection (IRI) or the Beneficial Ownership Registers Interconnection System (BORIS). Accessing the information held in public databases, however, is often not satisfactory to identify and trace important assets that are or should be in the perimeter of the insolvency estate. In particular, insolvency practitioners face practical difficulties when they try to access asset registers situated abroad.

(13) Improving the means available for insolvency practitioners to identify and trace assets belonging to the insolvency estate, including those subject to avoidance actions, is essential for the maximisation of the value of that estate. When performing their duties, insolvency practitioners may, already now, access information held in public data registers, partly set up by Union law and interconnected at European level, such as the Business Registers Interconnection System (BRIS), the system of Insolvency Registers Interconnection (IRI) or the Beneficial Ownership Registers Interconnection System (BORIS). Accessing the information held in public databases, however, is often not satisfactory to identify and trace important assets that are or should be in the perimeter of the insolvency estate. In particular, insolvency practitioners face practical difficulties when they try to access asset registers situated in a Member State other than that in which they have been appointed.

(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 legal act that can be declared void knew at the time of the transaction that the debtor was insolvent.

~~Or. en~~

Amendment 9

Proposal for a directive

Recital 1525

Text proposed by the Commission

Amendment

(15) Prompt direct access to centralised bank account registries or data retrieval systems is often indispensable for the maximisation of the value of the insolvency estate. Therefore, rules should be laid down granting direct access to information held in centralised bank account registries or data retrieval systems to designated Member States’ courts that have jurisdiction in insolvency proceedings. Where a Member State provides access to bank account information through a central electronic data retrieval system, that Member State should ensure that the authority operating the retrieval system reports search results in an immediate and unfiltered way to the designated courts.

(25) In order to guarantee that the business is sold at the best market value during the pre-pack proceedings, Member States should either ensure high standards of competitiveness, transparency and fairness of the sale process conducted in the preparation phase, or provide that the court runs a brief public auction after the opening of the liquidation phase of the proceedings.

(15) Prompt direct access to bank account registers is often indispensable for the maximisation of the value of the insolvency estate. Therefore, rules should be laid down granting direct access to information held in bank account registers for the designated courts or authorities of the Member States. Where a Member State provides access to bank account information through a central electronic data retrieval system, that Member State should ensure that the authority operating the retrieval system reports search results in an immediate and unfiltered way to the designated courts or administrative authorities.

(25) In order to guarantee that the business is sold at the best market value during the pre-pack proceedings, Member States should either ensure high standards of competitiveness, transparency and fairness of the sale process conducted in the preparation phase, as well as access to independent valuation where required or provide that the court runs a brief public auction after the opening of the liquidation phase of the proceedings.

~~Or. en~~

Amendment 10

Proposal for a directive

Recital 1628

Text proposed by the Commission

Amendment

(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 registries should be granted only to courts with jurisdiction in insolvency proceedings that are designated by the Member States for that purpose. Insolvency practitioners should therefore be allowed to access information held in the bank account registries only indirectly by requesting the designated courts in their Member State to access and run the searches.

(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. 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, as they are usually key components of the operations of the business being sold.

(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-border 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 search their bank account registers, with or without judicial authorisation. Where insolvency practitioners are allowed to directly access and search the bank account registers, Member States should not designate courts or administrative authorities for the purpose of accessing and searching their bank account registers.

(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, after consultation of the counterparty of the debtor to those contracts. 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 or when it binds employees to a contract partner they have not chosen . 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 they are usually key components of the operations of the business being sold.

~~__________________~~

34 Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the mechanisms to be put in place by Member States for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Directive(EU) 2019/1937, and amending and repealing Directive (EU) 2015/849 (OJ L, 2024/1640, 19.6.2024, ELI: http://data.europa.eu/eli/dir/2024/1640/oj).

~~Or. en~~

Amendment 11

Proposal for a directive

Recital 1735

Text proposed by the Commission

Amendment

(17) Directive (EU) YYYY/XX of the European Parliament and of the Council34 [OP: Directive which replaces Directive 2015/849] provides that the centralised automated mechanisms are interconnected via the bank account registers (BAR) single access point, 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 national courts having jurisdiction in insolvency matters should be able to directly access and search the centralised bank account registries of other Member States through the BAR single access point put in place pursuant to Directive (EU) YYYY/XX [OP: Directive which replaces Directive 2015/849].

(35) National insolvency rules are not always fit to treat insolvent microenterprises properly and in a proportionate manner. Taking into account the unique characteristics of microenterprises and their specific needs in financial distress, in particular the need for faster, simpler, and affordable procedures should be acknowledged, separate insolvency proceedings should be developed at national level in accordance with the provisions of this Directive. Although the provisions of this Directive concerning simplified winding-up proceedings only apply to microenterprises, it should be possible for Member States to extend their application also to small and medium-sized enterprises that are not microenterprises.

(17) Directive (EU) 2024/1640 provides that the 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.

(35) National insolvency rules are not always fit to treat insolvent microenterprises and SMEs properly and in a proportionate manner. Taking into account the unique characteristics of microenterprises and SMEs and their specific needs in financial distress, in particular the need for faster, simpler, and affordable procedures should be acknowledged, separate insolvency proceedings should be developed at national level in accordance with the provisions of this Directive.

~~__________________~~

~~34 OJ~~

~~Or. en~~

Amendment 12

Proposal for a directive

~~Recital 17 a (new)~~

Recital 38

Text proposed by the Commission

Amendment

(17a) Access by 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 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.

(38) In order to establish cost-effective and expeditious simplified winding-up proceedings for microenterprises, short deadlines should be introduced. Similarly, formalities for all procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims, the establishment of the insolvency estate and the realisation of the assets should be minimised. A standard form should be used for submitting a request to open simplified winding-up proceedings and electronic means should be used for all communications between the competent authority, and where relevant, the insolvency practitioner, and the parties to the proceedings.

~~Or. en~~

(38) In order to establish cost-effective and expeditious simplified winding-up proceedings for microenterprises and SMEs, short deadlines should be introduced. Similarly, formalities for all procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims, the establishment of the insolvency estate and the realisation of the assets should be minimised. A standard form should be used for submitting a request to open simplified winding-up proceedings and electronic means should be used for all communications between the competent authority, and where relevant, the insolvency practitioner, and the parties to the proceedings.

Amendment 13

Proposal for a directive

Recital 1939

Text proposed by the Commission

Amendment

(19) Directive (EU) 2015/849 of the European Parliament and the Council35 ensures that persons who are able to demonstrate a legitimate interest are granted access to beneficial ownership information on trusts and other types of legal arrangements, in accordance with data protection rules. Those persons are granted access to information 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. It is essential that insolvency practitioners can quickly and easily access that set of information for performing their tasks to trace assets in the context of ongoing insolvency proceedings. It is therefore necessary to clarify that in such a case access by insolvency practitioners constitutes a legitimate interest. At the same time, the scope of data directly accessible by the insolvency practitioners should not be broader than the scope of data accessible by other parties having a legitimate interest.

(39) All microenterprises should be able to commence proceedings to address their financial difficulties and obtain a discharge. Access to simplified winding-up proceedings should not depend on the microenterprise’s ability to cover the administrative costs of such proceedings. The laws of the Member States should introduce rules for covering the costs of administering simplified winding-up proceedings where assets and sources of revenue of the debtor are insufficient to cover those costs.

(19) Directive (EU) 2024/1640 ensures that persons with a legitimate interest are granted access to beneficial ownership information in accordance with data protection rules. For the purpose of tracing assets in the context of ongoing insolvency proceedings insolvency practitioners should be granted access in a timely manner to specific categories of beneficial ownership information, such as 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.

(39) All microenterprises and SMEs should be able to commence proceedings to address their financial difficulties and obtain a discharge. Access to simplified winding-up proceedings should not depend on their ability to cover the administrative costs of such proceedings. The laws of the Member States should introduce rules for covering the costs of administering simplified winding-up proceedings where assets and sources of revenue of the debtor are insufficient to cover those costs.

~~__________________~~

35 Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141 5.6.2015, p. 73).

~~Or. en~~

Amendment 14

Proposal for a directive

Recital 2040

Text proposed by the Commission

Amendment

(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 asset registers also when these registers are located in a different Member State. Therefore, the access conditions applying to foreign insolvency practitioners should not be more cumbersome than those applying to domestic insolvency practitioners.

(40) In simplified winding-up proceedings, the appointment of an insolvency practitioner is usually unnecessary given the simple business operations carried out by the microenterprises that make their supervision by the competent authority possible and sufficient. Therefore, the debtor should remain in control of its assets and day-to-day operation of the business. At the same time, to ensure that simplified winding-up proceedings can be conducted effectively and efficiently, the debtor should, upon commencement of and throughout the proceedings, provide accurate, reliable and complete information relating to its financial position and business affairs.

(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 cannot deny access solely on the basis that the applicant is a foreign insolvency practitioner.

deleted

~~Or. en~~

Amendment 15

Proposal for a directive

~~Recital 20 a (new)~~

Recital 41

Text proposed by the Commission

Amendment

(20a) In order to establish an effective and consistent system for the enforcement of debts against the assets of debtors, it is essential to prevent debtors from concealing their assets, including through the acquisition of financial instruments, such as securities. The differences between national settlement systems, as well as the varying types and characteristics of financial instruments, can give rise to difficulties in accessing records and in identifying the ultimate beneficial owner of a financial instrument. Therefore, irrespective of the kind of existing register, database or other source of information a Member State uses, it is necessary for Member States to have in place the framework to facilitate the tracing and identification of the owners of financial instruments by making those national registers and databases accessible upon request under this Directive.

(41) A microenterprise debtor should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings. Member States, however, may allow competent authorities to exclude certain claims from the scope of the stay, in well-defined circumstances.

~~Or. en~~

(41) A microenterprise or SME debtor should be able to benefit from a temporary stay of individual enforcement actions, in order to be able to preserve the value of the insolvency estate and ensure a fair and orderly conduct of the proceedings. Member States, however, may allow competent authorities to exclude certain claims from the scope of the stay, in well-defined circumstances.

Amendment 16

Proposal for a directive

Recital 2642

Text proposed by the Commission

Amendment

(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) 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.

(42) Disputed claims should be dealt with in a way that does not unnecessarily complicate the conduct of simplified winding-up proceedings for microenterprises. If disputed claims cannot be quickly dealt with, the ability to dispute a claim may be used to create unnecessary delays. In deciding on the treatment of a disputed claim, the competent authority should be empowered to allow the continuation of the simplified winding-up proceedings with respect to undisputed claims only.

(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.

(42) Disputed claims should be dealt with in a way that does not unnecessarily complicate the conduct of simplified winding-up proceedings for microenterprises and for SMEs. If disputed claims cannot be quickly dealt with, the ability to dispute a claim may be used to create unnecessary delays. In deciding on the treatment of a disputed claim, the competent authority should be empowered to allow the continuation of the simplified winding-up proceedings with respect to undisputed claims only.

~~Or. en~~

Amendment 17

Proposal for a directive

~~Recital 27 a (new)~~

Recital 50

Text proposed by the Commission

Amendment

(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.

(50) Fair representation of creditors in the creditors’ committee is particularly important in relation to 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.

~~Or. en~~

(50) Fair representation of creditors in the creditors’ committee is particularly important to employees, for whom the delay of wage payments regularly poses an existential threat, as well as to 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, including the representation of interests of employees through the appointment of a representatitive in the creditors’ committee, could ensure that in the course of the distribution of the recovered proceeds they receive their parts more expeditiously.

Amendment 18

Proposal for a directive

Recital 2853

Text proposed by the Commission

Amendment

(53) Members of the creditors’ committee retain discretion in the organisation of the work, as long as the working methods are lawful, transparent and effective. Member States should therefore require that the creditors’ committee set out the working methods, specifying how meetings should be run, who could attend and vote, and how the impartiality and the confidentiality of the work of the committee is ensured. These working methods should be allowed to also set out a role for employers’ representatives or transparency towards other creditors. Creditors should be able to participate and vote electronically or delegate the voting right to a third person, provided this person is duly authorised. This possibility would be particularly beneficial for creditors resident in other Member States.

(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.

(53) Members of the creditors’ committee retain discretion in the organisation of the work, as long as the working methods are lawful, transparent and effective. Member States should therefore require that the creditors’ committee set out the working methods, specifying how meetings should be run, who could attend and vote, and how the impartiality and the confidentiality of the work of the committee is ensured. These working methods should be allowed to also set out a role for employers’ and employees' representatives or transparency towards other creditors. Creditors should be able to participate and vote electronically or delegate the voting right to a third person, provided this person is duly authorised. This possibility would be particularly beneficial for creditors resident in other Member States.

~~Or. en~~

Amendment 19

Proposal for a directive

~~Recital 32~~

Article 1 – paragraph 1 – point e

Text proposed by the Commission

Amendment

(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 approaching or surpassing the brink of insolvency. 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 to whom the directors’ duties should apply taking into account that the notion of “director” should be interpreted broadly, to cover all persons who are in charge of making or do in fact make or ought to make key decisions with respect to the management of a legal entity.

(e) simplified winding-up proceedings for microenterprises;

(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”.

(e) simplified winding-up proceedings for microenterprises and SMEs;

~~Or. en~~

Amendment 20

Proposal for a directive

~~Recital 32 a (new)~~

Article 2 – paragraph 1 – point q

Text proposed by the Commission

Amendment

(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.

(q) ‘party closely related to the debtor’ means persons, including legal persons, with preferential access to non-public information on the affairs of the debtor.

~~Or. en~~

(q) ‘party closely related to the debtor’ means persons, including legal persons, provided they have preferential access to non-public information on the affairs of the debtor.

Amendment 21

Proposal for a directive

~~Recital 34~~

Article 2 – paragraph 1 – point q a (new)

Text proposed by the Commission

Amendment

(34) Microenterprises often take the form of sole proprietorships or small partnerships whose founders, owners or members do not enjoy limited liability protection and thus are exposed to unlimited liability for business debts. Where microenterprises operate as limited liability entities, limited liability protection is usually illusory for microenterprises owners because they are often expected to secure microenterprises business debts using their personal assets as collateral. Moreover, since microenterprises heavily depend on payments from their clients they often face cash-flow problems and higher default risks that follow from the loss of a significant business partner or from late payments by their clients. In addition, microenterprises also face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. As a consequence, they may be prone to insolvency more often than larger enterprises.

(q a) ‘contract for the lease of goods’ means a contract under which one party, the lessor, undertakes to provide the other party, the lessee, with a temporary right of use of goods in exchange for rent without the parties having agreed that ownership will be transferred after a period with right of use. The rent may be in the form of money or other value.

~~deleted~~

~~Or. en~~

Amendment 22

Proposal for a directive

~~Recital 35~~

Article 2 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

Where the debtor is a natural person, closely related parties shall include in particular:

~~deleted~~

Where the debtor is a natural person:

~~Or. en~~

Amendment 23

Proposal for a directive

~~Recital 36~~

Article 2 – paragraph 3 – introductory part

Text proposed by the Commission

Amendment

(36) It is appropriate to ensure that the conduct and oversight of simplified winding-up proceedings may be entrusted by Member States to a competent authority which is either a court or an administrative body. The choice would depend, among other things, on the administrative and legal systems of the Member States as well as the capacities of courts and the need to ensure cost-efficiency and speed of proceedings.

Where the debtor is a legal entity, closely related parties shall include in particular:

~~deleted~~

Where the debtor is a legal entity:

~~Or. en~~

Amendment 24

Proposal for a directive

~~Recital 37~~

Article 4 – paragraph 1 a (new)

Text proposed by the Commission

Amendment

(37) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for opening of standard insolvency proceedings. The balance sheet test may however be unfeasible for microenterprise debtors, particularly where the debtor is an individual entrepreneur, because of a possible lack of proper record and of a clear distinction between personal assets and liabilities and business assets and liabilities. Therefore, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the microenterprise concerned.

Member States may adopt or maintain rules according to which exceptionally a legal act which in order to be perfected must be registered in a public register is deemed to be perfected before the registration takes place.

~~deleted~~

~~Or. en~~

Amendment 25

Proposal for a directive

~~Recital 38~~

Article 5 – paragraph 1 a (new)

Text proposed by the Commission

Amendment

This Directive is without prejudice to workers’ rights to be informed and consulted in accordance with Union and national law on insolvency plans or elements of insolvency plans which may impact on terms and conditions of employment, structure of the undertaking, probable development and production and sales, substantial changes concerning organisation, introduction of new working methods or production processes, transfers of production, mergers, cut-backs or closures of undertakings or important parts thereof, and collective redundancies.

~~deleted~~

~~Or. en~~

Amendment 26

Proposal for a directive

~~Recital 39~~

Article 6 – paragraph 2 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(b) that creditor knew, or should have known, that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted.

~~deleted~~

(b) that creditor knew that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted.

~~Or. en~~

Amendment 27

Proposal for a directive

~~Recital 40~~

Article 6 – paragraph 3 – subparagraph 1 – point c a (new)

Text proposed by the Commission

Amendment

(c a) where relevant, in line with national law, legal acts that serve as satisfaction or collateralisation of claims of social security authorities.

~~deleted~~

~~Or. en~~

Amendment 28

Proposal for a directive

~~Recital 41~~

Article 6 – paragraph 3 – subparagraph 2

Text proposed by the Commission

Amendment

Member States shall ensure that where payments on bills of exchange or cheques are concerned as referred to in the first subparagraph, point (b), the amount paid on the bill or cheque shall be restituted by the last endorser or, if the latter endorsed the bill on account of a third party, by such party if the last endorser or the third party knew or should have known that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted at the moment of endorsing the bill or having it endorsed. This knowledge is presumed if the last endorser or the third party was a party closely related to the debtor.

~~deleted~~

Member States shall ensure that where payments on bills of exchange or cheques are concerned as referred to in the first subparagraph, point (b), the amount paid on the bill or cheque shall be restituted by the last endorser or, if the latter endorsed the bill on account of a third party, by such party if the last endorser or the third party knew that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted at the moment of endorsing the bill or having it endorsed. This knowledge is presumed if the last endorser or the third party was a party closely related to the debtor.

~~Or. en~~

Amendment 29

Proposal for a directive

~~Recital 42~~

Article 8 – paragraph 1 – subparagraph 1 – introductory part

Text proposed by the Commission

Amendment

Member States shall ensure that legal acts by which the debtor has intentionally caused a detriment to the general body of creditors can be declared void where both of the following conditions are met:

~~deleted~~

Member States shall ensure that legal acts by which the debtor has intentionally caused a detriment to the general body of creditors can be declared void by court order where it is deemed just and equitable to do so where both of the following conditions are met:

~~Or. en~~

Amendment 30

Proposal for a directive

~~Recital 43~~

Article 8 – paragraph 1 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(43) In the context of simplified winding-up proceedings, avoidance actions should only be brought by a creditor or, where appointed, by the insolvency practitioner. In taking the decision to convert the simplified winding-up proceedings to standard insolvency proceedings for the purpose of the conduct of avoidance proceedings, the competent authority should weigh various considerations, including the anticipated cost, duration and complexity of avoidance proceedings, the likelihood of the successful recovery of assets and expected benefits to all creditors.

(b) the other party to the legal act knew or should have known of the debtor’s intent to cause a detriment to the general body of creditors.

~~deleted~~

(b) the other party to the legal act knew of the debtor’s intent to cause a detriment to the general body of creditors.

~~Or. en~~

Amendment 31

Proposal for a directive

~~Recital 44~~

Article 11 – paragraph 1

Text proposed by the Commission

Amendment

(44) Member States should ensure that the assets of the insolvency estate in simplified winding-up proceedings can be realised through public on-line judicial auction, if the competent authority considers this means of realisation of assets as appropriate. For this reason, Member States should ensure that one or more electronic auction systems are maintained in their territory for that purposes. This obligation should be without prejudice to the multiple platforms that exist in some Member States for on-line judicial auctions of specific types of assets.

1. Member States shall ensure that the rights laid down in Article 9 are enforceable against an heir or another universal successor of the party which benefitted from the legal act that has been declared void.

~~deleted~~

~~Or. en~~

Amendment 32

Proposal for a directive

~~Recital 45~~

Article 11 – paragraph 2 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(45) The auction systems operated for the purposes of realising the assets of debtors in simplified winding-up proceedings should be interconnected via the European e-Justice Portal. The e-Justice Portal should serve as a central electronic access point to the on-line judicial auction processes run in the national system or systems, provide a search functionality for users and guide them to the relevant national on-line platforms if they intend to participate in the bidding. When determining the technical specifications of that interconnection system by way of implementing act, the Commission should, in accordance with the Commission's “Dual Pillar Approach"37 , present the result of the analysis of existing solutions already provided by the Commission with the potential for their reuse or should carry out a market screening for potential off-the shelf commercial solutions to use as such or with little customisation.

(b) the successor knew or should have known the circumstances on which the avoidance action is based.

~~deleted~~

(b) the successor knew the circumstances on which the avoidance action is based.

~~__________________~~

37 For digital solutions, the dual pillar approach is about reusing existing solutions, including corporate building blocks, before considering ready-made market solutions. Customised development is the last option. See European Commission digital strategy Next generation digital Commission, C(2022) 4388 final, p. 13.

~~Or. en~~

Amendment 33

Proposal for a directive

~~Recital 46~~

Article 19 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

(46) In the case of insolvency of an unlimited liability microenterprise debtor, individuals who are personally liable for the debtor’s debts should not be personally liable for unsatisfied claims following liquidation of the insolvency estate of the debtor. Therefore, Member States should ensure that in simplified winding-up proceedings entrepreneur debtors, as well as those founders, owners or members of an unlimited liability microenterprise debtor who are personally liable for the debts of the microenterprise subject to simplified winding-up proceedings, are fully discharged from their debts. For the purpose of granting such discharge, Member States should apply Title III of Directive (EU) 2019/1023 mutatis mutandis.

1. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases

~~deleted~~

1. Member States may introduce pre-pack proceedings in situations, where the debtor is in a situation of likelihood of insolvency or is insolvent in accordance with national law. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases

~~Or. en~~

Amendment 34

Proposal for a directive

~~Recital 47~~

Article 19 – paragraph 2 a (new)

Text proposed by the Commission

Amendment

(47) 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. If creditors disagree with the composition, they may also establish a new creditors’ committee.

2 a. This Directive shall not prevent Member States from adopting or maintaining provisions relating to pre-pack proceedings where such provisions provide a greater protection of workers or their representatives than those set out in this Title.

~~Or. en~~

Amendment 35

Proposal for a directive

~~Recital 51~~

Article 22 – paragraph 1 – subparagraph 1

Text proposed by the Commission

Amendment

(51) An important task of the creditors’ committee should be to verify that insolvency proceedings are conducted in a 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.

Member States shall provide that, upon request of the debtor, the court appoints a monitor.

(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.

Member States shall provide that, upon request of the debtor, the court appoints a monitor where it is appropriate to do so.

~~Or. en~~

Amendment 36

Proposal for a directive

~~Recital 52~~

Article 22 – paragraph 2 – subparagraph 1 – point a a (new)

Text proposed by the Commission

Amendment

(52) The number of members in the creditors’ committee should, on the one hand, be sufficiently large to ensure diversity of views and interests in the committee and, on the other hand, remain relatively limited to deliver on its tasks effectively and timely. Member States should clarify 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.

(a a) carries out its tasks in consultation with creditors, where reasonable;

(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.

~~Or. en~~

Amendment 37

Proposal for a directive

~~Recital 54~~

Article 22 – paragraph 2 – subparagraph 1 – point a b (new)

Text proposed by the Commission

Amendment

(54) Member States should ensure that the court has the power to determine the working methods for the creditors’ committee, if they are not established expeditiously. 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.

(a b) may have recourse to an independent valuation where appropriate in order to satisfy requirements related to achieving market value;

(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.

~~Or. en~~

Amendment 38

Proposal for a directive

~~Recital 55~~

Article 22 – paragraph 2 – subparagraph 1 – point d a (new)

Text proposed by the Commission

Amendment

(55) The creditors’ committee should be granted sufficient rights to perform its functions efficiently and effectively. Member States should ensure that the creditors’ committee can interact with insolvency practitioners, courts, the debtor, external advisors and the creditors whom it represents, as necessary, to enable the committee to form and communicate a view on matters of direct interest and relevance to creditors, and for this view to be duly considered in proceedings. Member States could also empower the creditors’ committee to make decisions..

(d a) ensures participation of a committee of creditors;

(55) The creditors’ committee should be granted sufficient rights to perform its functions efficiently and effectively. Member States should ensure that the creditors’ committee can interact with insolvency practitioners, courts, the debtor, external advisors and the creditors whom it represents, as necessary, to enable the committee to form and communicate a view on matters of direct interest and relevance to creditors, and for this view to be duly considered in proceedings. Member States should also empower the creditors’ committee to appoint a secretary, to request external consultations and to make decisions.

~~Or. en~~

Amendment 39

Proposal for a directive

~~Recital 57~~

Article 23 – paragraph 1 a (new)

Text proposed by the Commission

Amendment

(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 negligently, 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.

Member States shall include the obtaining of the services of an independent valuation practitioner as a means of gauging a fair market price;

(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.

~~Or. en~~

Amendment 40

Proposal for a directive

~~Recital 58~~

Article 24 – paragraph 1

Text proposed by the Commission

Amendment

(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.

1. Member States shall ensure that the sale process carried out during the preparation phase is competitive, transparent, fair and meets market standards.

1. Member States shall ensure that the sale process carried out during the preparation phase is competitive, transparent, fair and meets market and social standards, and aims to achieve fair value for the purchase.

~~Or. en~~

Amendment 41

Proposal for a directive

Article 124 – paragraph ~~1 – point e~~2

Text proposed by the Commission

Amendment

~~(e) simplified winding-up proceedings for microenterprises;~~

2. Where the sale process only produces one binding offer, that offer shall be deemed to reflect the business market price.

~~deleted~~

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.

~~Or. en~~

Amendment 42

Proposal for a directive

Article 227 – paragraph 1 – ~~point~~subparagraph a1

Text proposed by the Commission

Amendment

(a) ‘insolvency practitioner’ means a practitioner appointed by a judicial or administrative authority in procedures concerning restructuring, insolvency and discharge of debt as referred to in Article 26 Directive (EU) 2019/1023;

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.

(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;

~~Or. en~~

Amendment 43

Proposal for a directive

Article 227 – paragraph ~~1 –~~3 ~~point~~a b(new)

Text proposed by the Commission

Amendment

~~(b) ‘court’ means the judicial body of a Member State;~~

3 a. This Article is without prejudice to the rights and obligations foreseen under Directive 2001/23/EC and the right of an employee to object to the transfer of her or his employment contract under national law.

~~(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;~~

~~Or. en~~

Amendment 44

Proposal for a directive

Article 230 – paragraph 1 ~~– point c~~

Text proposed by the Commission

Amendment

(c) ‘competent authority’ means a judicial or administrative authority of a Member State that is responsible for conduct or oversight, or both, of simplified winding-up proceedings, in accordance with Title VI of this Directive;

Member States shall ensure that the criteria to select the best bid in the pre-pack proceedings are the same as the criteria used to select between competing offers in winding-up proceedings.

~~deleted~~

Member States shall ensure that the criteria to select the best bid in the pre-pack proceedings include the safeguarding of employment as well are the same as the criteria used to select between competing offers in winding-up proceedings.

~~Or. en~~

Amendment 45

Proposal for a directive

Article 232 – paragraph 1 – subparagraph 1 – point db

Text proposed by the Commission

Amendment

(d) ‘centralised bank account registries’ means the centralised automated mechanisms, such as central registries or central electronic data retrieval systems, put in place in accordance with Article 32a(1) of Directive (EU) 2015/849;

(b) other parties to the sale process receive adequate information on the existence of parties closely related to the debtor and their relation to the latter;

(d) bank account registers’ means centralised automated mechanisms, such as central registries or central electronic data retrieval systems, put in place in accordance with Article 16(1) of Directive (EU) 2024/1640;

(b) other parties to the sale process, including creditors, receive adequate information on the existence of parties closely related to the debtor and their relation to the latter;

~~(This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)~~

~~Or. en~~

Amendment 46

Proposal for a directive

Article 232 – paragraph 1 – ~~point~~subparagraph e2

Text proposed by the Commission

Amendment

~~(e) ‘beneficial ownership register’ means national central registers on beneficial ownership information referred to in Articles 30 and 31 of Directive (EU) 2015/849;~~

Member States may 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.

(e) ‘central beneficial ownership register’ means national central registers holding beneficial ownership information and the systems of interconnection of those registers as referred to in Article 10 of Directive (EU) 2024/1640;

Member States may provide that where it is proved that the disclosure duty referred to in the first subparagraph, point (a) and the duty to inform referred to in point (b), were breached, the court revokes the benefits referred to in Article 28.

~~Or. en~~

Amendment 47

Proposal for a directive

Article 236 – paragraph 1 ~~– point e a (new)~~

Text proposed by the Commission

Amendment

~~(ea) ‘bank account information’ means the information listed in Article 16(3) of Directive (EU) 2024/1640;~~

Member States shall ensure that, where a legal entity becomes insolvent, its directors are obliged 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 been aware that the legal entity is insolvent.

~~Or. en~~

Member States shall ensure that, where a legal entity is likely to become insolvent, its directors are obliged to take steps to avoid insolvency, and where insolvency can not be avoided, take all possible measures to avoid bankrupcty. In doing so, the director shall have regard to:

(a) the interests of the creditors, and

(b) the need to avoid deliberate or grossly negligent conduct that threatens the viability of the business of the company.

Notwithstanding the first subparagraph, Member States shall ensure that directors of an insolvent legal entity submit a request for the opening of insolvency proceedings with the court without undue delay after the directors became aware or can reasonably be expected to have been aware that the legal entity is insolvent.

Amendment 48

Proposal for a directive

Article 237 – paragraph ~~1 – point f~~2

Text proposed by the Commission

Amendment

~~(f) ‘legal act’ means any human behaviour, including an omission, producing a legal effect;~~

2. Paragraph 1 shall be without prejudice to national rules on civil liability for the breach of the duty of directors to submit a request for the opening of insolvency proceedings as set out in Article 36 that are stricter towards directors.

~~(f) ‘legal act’ means any intentional human behaviour, producing a legal effect;~~

2. Paragraph 1 shall be without prejudice to national rules on civil liability for the breach of the duty of directors to avoid insolvency or bankruptcy and to submit a request for the opening of insolvency proceedings as set out in Article 36 that are stricter towards directors.

~~Or. en~~

Amendment 49

Proposal for a directive

~~Article 2 – paragraph 1 – point g~~

Article 38 – Titre

Text proposed by the Commission

Amendment

(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;

Rules on winding-up of microenterprises

Rules on winding-up of microenterprises and SMEs

~~Or. en~~

Amendment 50

Proposal for a directive

Article 238 – paragraph 1 ~~– point h~~

Text proposed by the Commission

Amendment

(h) ‘best-interest-of-creditors test’ means the test whereby no creditor would be worse off under a liquidation in pre-pack proceedings than such a creditor would be if the normal ranking of liquidation priorities were applied in the event of a piecemeal liquidation;

1. Member States shall ensure that microenterprises, when insolvent, have access to simplified winding-up proceedings that comply with the provisions laid down in this Title.

1. Member States shall ensure that microenterprises and SME, when insolvent, have access to simplified winding-up proceedings that comply with the provisions laid down in this Title.

~~Or. en~~

Amendment 51

Proposal for a directive

Article 238 – paragraph ~~1 – point j~~2

Text proposed by the Commission

Amendment

~~(j) ‘microenterprise’ means a microenterprise within the meaning of the Annex to Commission Recommendation 2003/361/EC;~~

2. A microenterprise shall be deemed insolvent for the purposes of simplified winding-up proceedings when it is generally unable to pay its debts as they mature. Member States shall set out the conditions under which a microenterprise is deemed to be generally unable to pay its debts as they mature and ensure that these conditions are clear, simple and easily ascertainable by the microenterprise concerned.

~~deleted~~

2. A microenterprise or SME shall be deemed insolvent for the purposes of simplified winding-up proceedings when it is generally unable to pay its debts as they mature. Member States shall set out the conditions under which a microenterprise or SME is deemed to be generally unable to pay its debts as they mature and ensure that these conditions are clear, simple and easily ascertainable by the microenterprise or SME concerned.

~~Or. en~~

Amendment 52

Proposal for a directive

Article 239 – paragraph 1 – ~~point~~introductory kpart

Text proposed by the Commission

Amendment

~~(k) ‘unlimited liability microenterprise’ means a microenterprise with or without separate legal personality and without limited liability protection of any of its founders, owners or members;~~

Member States shall ensure that in simplified winding-up proceedings an insolvency practitioner may only be appointed if both of the following conditions are met:

~~deleted~~

Member States shall ensure that in simplified winding-up proceedings the debtor, a creditor or a group of creditors may request that an insolvency practitioner is not appointed provided that the microenterprise or SME has an up-to-date current balance sheet. The request needs to demonstrate that the microenterprise or SME has submitted its most recent required annual statement to the relevant state authorities.

~~Or. en~~

Amendment 53

Proposal for a directive

Article 239 – paragraph 1 – point la

Text proposed by the Commission

Amendment

~~(l) ‘entrepreneur’ means an entrepreneur as defined in Article 2(1), point (9) of Directive (EU) 2019/1023;~~

(a) the debtor, a creditor or a group of creditors requests such an appointment;

deleted

~~Or. en~~

Amendment 54

Proposal for a directive

Article 239 – paragraph 1 – point mb

Text proposed by the Commission

Amendment

(m) ‘full discharge of debt’ means the situation in which either i) the enforcement of outstanding dischargeable debts against entrepreneurs or against those individuals who are founders, owners or members of an unlimited liability microenterprise and are personally liable for the debts of the microenterprise is precluded or ii) outstanding dischargeable debts as such are cancelled, as part of simplified winding-up proceedings;

(b) the costs of the intervention of the insolvency practitioner can be funded by the insolvency estate or by the party that requested the appointment.

deleted

~~Or. en~~

Amendment 55

Proposal for a directive

Article 239 – paragraph 1 ~~– point~~a n(new)

Text proposed by the Commission

Amendment

(n) ‘repayment plan’ means a programme of payments of specified amounts on specified dates to creditors by a natural person benefiting from a full discharge of debt, or a plan setting out periodic transfers to creditors of a certain part of the disposable income of the natural person concerned during the discharge period;

(1a) The lack of funding by the insolvency estate or by the party that requested the appointment shall not constitute a reason for requesting that an insolvency practitioner is not appointed.

~~deleted~~

~~Or. en~~

Amendment 56

Proposal for a directive

Article 241 – paragraph 1 ~~– point q~~

Text proposed by the Commission

Amendment

~~(q) ‘party closely related to the debtor’ means persons, including legal persons, with preferential access to non-public information on the affairs of the debtor.~~

1. Member States shall ensure that insolvent microenterprises can submit a request for the opening of simplified winding-up proceedings to a competent authority.

~~(q) ‘party closely related to the debtor’ means:~~

1. Member States shall ensure that insolvent microenterprises and SME can submit a request for the opening of simplified winding-up proceedings to a competent authority.

~~Or. en~~

Amendment 57

Proposal for a directive

Article 241 – paragraph ~~1 – point q – subparagraph~~ 2 ~~– point ii~~

Text proposed by the Commission

Amendment

~~(ii) ascendants, descendants, and siblings of the debtor, or of the spouse or partner, and the spouses or partners of these persons;~~

2. Member States shall ensure that any creditor of an insolvent microenterprise can submit a request for the opening of simplified winding-up proceedings against the microenterprise to a competent authority. The microenterprise concerned shall be given the opportunity to respond to the request, by contesting or consenting to it.

~~(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;~~

2. Member States shall ensure that any creditor of an insolvent microenterprise or SME can submit a request for the opening of simplified winding-up proceedings against the microenterprise or SME to a competent authority. The microenterprise or SME concerned shall be given the opportunity to respond to the request, by contesting or consenting to it.

~~Or. en~~

Amendment 58

Proposal for a directive

Article 241 – paragraph ~~1 – point q – subparagraph 2 – point iv~~3

Text proposed by the Commission

Amendment

(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, or otherwise performing tasks through which they have access to non-public information on the affairs of the debtor, including advisers, accountants or notaries;

3. Member States shall ensure that microenterprises can submit a request for the opening of simplified winding-up proceedings using a standard form.

~~(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;~~

3. Member States shall ensure that microenterprises and SMEs can submit a request for the opening of simplified winding-up proceedings using a standard form.

~~Or. en~~

Amendment 59

Proposal for a directive

Article 241 – paragraph ~~1 – point q – subparagraph 2~~4 – point va

Text proposed by the Commission

Amendment

(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 administrative, management or supervisory bodies or performs duties which provide for access to non-public information on the affairs of the debtor.

(a) if the microenterprise is a legal person, the debtor’s name, registration number, registered office or, if different, postal address;

(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.

(a) if the microenterprise or SME is a legal person, the debtor’s name, registration number, registered office or, if different, postal address;

~~Or. en~~

Amendment 60

Proposal for a directive

Article 241 – paragraph ~~1 – point q – subparagraph 3~~4 – point ib

Text proposed by the Commission

Amendment

~~(i) any member of the administrative, management or supervisory bodies of the debtor;~~

(b) if the microenterprise is an entrepreneur, the debtor’s name, registration number, if any, and postal address or, where the address is protected, the debtor's place and date of birth;

~~(i) any member of the management or supervisory bodies of the debtor;~~

(b) if the microenterprise or SME is an entrepreneur, the debtor’s name, registration number, if any, and postal address or, where the address is protected, the debtor's place and date of birth;

~~Or. en~~

Amendment 61

Proposal for a directive

Article 241 – paragraph 14 a– ~~(new)~~point c

Text proposed by the Commission

Amendment

~~1a. For the purposes of this Directive, the concepts of “insolvency” and “directors” are to be understood as defined by national law.~~

~~Or. en~~

Amendment 62

Proposal for a directive

~~Article 3 a (new)~~

Article 41 – paragraph 4 – point d

Text proposed by the Commission

Amendment

~~Article 3a~~

(d) name, address or other contact details of creditors of the microenterprise, as known to the microenterprise at the time of the submission of the request,

~~National law and minimum harmonisation~~

(d) name, address or other contact details of creditors of the microenterprise or SME, as known to the microenterprise or SME at the time of the submission of the request,

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.

~~Or. en~~

Amendment 63

Proposal for a directive

Article 441 – paragraph 14 – point e

Text proposed by the Commission

Amendment

Member States shall ensure that legal acts which have been perfected prior to the opening of insolvency proceedings to the detriment of the general body of creditors can be declared void under the conditions laid down in Chapter 2 of this Title.

(e) the list of the claims against the microenterprise and, for each claim, its amount specifying the principal and, where applicable, interest and the date on which it arose and the date on which it became due, if different;

Member States shall ensure that legal acts which have been perfected prior to the opening of insolvency proceedings to the detriment of the general body of creditors are void, voidable or unenforceable under the conditions laid down in Chapter 2 of this Title.

(e) the list of the claims against the microenterprise or SME and, for each claim, its amount specifying the principal and, where applicable, interest and the date on which it arose and the date on which it became due, if different;

~~Or. en~~

Amendment 64

Proposal for a directive

~~Article 5~~

Article 41 – paragraph 4 – point e a (new)

Text proposed by the Commission

Amendment

~~Article 5~~

(e a) a list with all commercial transactions in the period of six months preceding the request for the opening of simplified winding-up proceedings;

~~deleted~~

~~Relationship to national provisions~~

This Directive shall not prevent Member States from adopting or maintaining provisions relating to the voidness, voidability or unenforceability of legal acts detrimental to the general body of creditors in the context of insolvency proceedings where such provisions provide a greater protection of the general body of creditors than those set out in Chapter 2 of this Title.

~~Or. en~~

Amendment 65

Proposal for a directive

Article 641 – paragraph ~~1 – subparagraph 1~~4 – ~~introductory~~point ~~part~~f

Text proposed by the Commission

Amendment

~~Member States shall ensure that legal acts benefitting a creditor or a group of creditors by satisfaction, collateralisation or in any other way can be declared void if they were perfected:~~

(f) if security in rem or a reservation of title is alleged in respect of a certain claim and, if so, what assets are covered by the security interest.

~~Member States shall ensure that detrimental legal acts benefitting a creditor or a group of creditors by satisfaction or collateralisation are void, voidable or unenforceable if they were perfected:~~

(f) if security in rem or a reservation of title exists in respect of a certain claim and, if so, what assets are covered by the security interest.

~~Or. en~~

Amendment 66

Proposal for a directive

Article 641 – paragraph ~~1 – subparagraph 1 – point a~~6

Text proposed by the Commission

Amendment

~~(a) within three months prior to the submission of the request for the opening of insolvency proceedings, under the condition that the debtor was unable to pay its mature debts; or~~

6. Member States shall ensure that when the request for opening simplified winding-up proceedings is submitted by a creditor, and the microenterprise expressed its consent to the opening of the proceedings, the microenterprise is required to submit the information listed in paragraph 4 together with the response referred to in paragraph 2 of this Article, where available.

(a) within three months 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 of the resolution to commence insolvency proceedings, provided that the debtor was unable to pay its mature debts under national law; or

6. Member States shall ensure that when the request for opening simplified winding-up proceedings is submitted by a creditor, and the microenterprise or SME expressed its consent to the opening of the proceedings, the microenterprise or SME is required to submit the information listed in paragraph 4 together with the response referred to in paragraph 2 of this Article, where available.

~~Or. en~~

Amendment 67

Proposal for a directive

Article 641 – paragraph ~~1 – subparagraph 1 – point b~~7

Text proposed by the Commission

Amendment

~~(b) after the submission of the request for the opening of insolvency proceedings.~~

7. Member States shall ensure that when the request for opening simplified winding-up proceedings is submitted by a creditor and the competent authority opens such proceedings despite the microenterprise contesting or not responding to the request the microenterprise is required to submit the information listed in paragraph 4 of this Article no later than two weeks following the receipt of the notice of opening.

~~(b) after the submission of the request or the date of the resolution referred to in point (a) and before the opening of insolvency proceedings~~

7. Member States shall ensure that when the request for opening simplified winding-up proceedings is submitted by a creditor and the competent authority opens such proceedings despite the microenterprise or SME contesting or not responding to the request the microenterprise or SME is required to submit the information listed in paragraph 4 of this Article no later than two weeks following the receipt of the notice of opening.

~~Or. en~~

Amendment 68

Proposal for a directive

Article 642 – paragraph 2 – ~~subparagraph 1 – introductory~~point ~~part~~a

Text proposed by the Commission

Amendment

~~If a due claim of a creditor was satisfied or secured in the owed manner, Member States shall ensure that the legal act can be declared void only if:~~

(a) the debtor is not a microenterprise;

~~If a due claim of a creditor was satisfied or secured in the owed manner, Member States shall ensure that the legal act is void, voidable or unenforceable only if:~~

7(a) the debtor is not a microenterprise or a SME;

~~Or. en~~

Amendment 69

Proposal for a directive

Article 642 – paragraph ~~2 – subparagraph 1 – point b~~3

Text proposed by the Commission

Amendment

~~(b) that creditor knew, or should have known, that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted.~~

3. Member States shall ensure that the microenterprise, or any creditor of the microenterprise may challenge before a court the decision on the request for the opening of simplified winding-up proceedings. The challenge has no suspensive effect on the opening of simplified winding-up proceedings and shall be dealt with promptly by the court.

(b) that creditor knew that the debtor was unable to pay its mature debts, that a request for the opening of insolvency proceedings had been submitted or that, in the absence of a formal request, a resolution to commence insolvency proceedings had been made.

3. Member States shall ensure that the microenterprise, SME or any creditor of the microenterprise or SME may challenge before a court the decision on the request for the opening of simplified winding-up proceedings. The challenge has no suspensive effect on the opening of simplified winding-up proceedings and shall be dealt with promptly by the court.

~~Or. en~~

Amendment 70

Proposal for a directive

Article 644 – paragraph 2 ~~– subparagraph~~a 2(new)

Text proposed by the Commission

Amendment

~~The creditor’s knowledge referred to in the first subparagraph, point (b), shall be presumed if the creditor was a party closely related to the debtor.~~

2 a. Paragraph 1 shall not apply to employees’ claims. By way of derogation from the first subparagraph, Member States may apply paragraph 1 to employees’ claims if, and to the extent that, Member States ensure that the payment of such claims is guaranteed in preventive restructuring frameworks at a similar level of protection.

~~The creditor’s knowledge referred to in the first subparagraph, point (b), shall be presumed if the creditor was a party closely related to the debtor. That presumption shall be rebuttable.~~

~~Or. en~~

Amendment 71

Proposal for a directive

Article 648 – paragraph ~~3 – subparagraph 1 – introductory part~~2

Text proposed by the Commission

Amendment

~~By way of derogation from paragraphs 1 and 2, Member States shall ensure that the following legal acts cannot be declared void:~~

~~By way of derogation from paragraphs 1 and 2, Member States shall ensure that the following legal acts cannot be void, voidable or unenforceable:~~

2. The assets of the insolvency estate shall include assets in the possession of the debtor at the time of the opening of simplified winding-up proceedings, assets acquired after the submission of the request for opening of such proceedings and assets recovered through avoidance actions or other actions. This paragraph is without prejudice to assets that are temporarily in possession of the debtor in execution of a contract for the lease of goods.

~~Or. en~~

Amendment 72

Proposal for a directive

Article 649 – paragraph ~~3 – subparagraph~~ 1 – ~~point~~introductory apart

Text proposed by the Commission

Amendment

~~(a) legal acts performed directly against fair consideration to the benefit of the insolvency estate;~~

1. Member States shall ensure that in simplified winding-up proceedings once the insolvency estate has been established and the list of claims against the debtor has been determined, the competent authority:

~~(a) legal acts performed directly against fair consideration to the benefit of the debtor’s assets;~~

~~Or. en~~

Amendment 73

Proposal for a directive

Article 649 – paragraph 3 ~~– subparagraph 1 – point c a (new)~~

Text proposed by the Commission

Amendment

(ca) 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.

3. Member States shall ensure that, where the competent authority proceeds with the realisation of the debtor’s assets as referred to in paragraph 1, point (a), the competent authority also specifies the means of realisation of the assets. Other means than the sale of the debtor’s assets through an electronic public auction may only be selected, if their use is deemed more appropriate in light of the nature of the assets or the circumstances of the proceedings.

~~Or. en~~

3. Member States shall ensure that, where the competent authority proceeds with the realisation of the debtor’s assets as referred to in paragraph 1, point (a), the competent authority, or where appointed, the insolvency practitioner also specifies the means of realisation of the assets. Other means than the sale of the debtor’s assets through an electronic public auction may only be selected, if their use is deemed more appropriate in light of the nature of the assets or the circumstances of the proceedings.

Amendment 74

Proposal for a directive

Article 658 – paragraph ~~3 – subparagraph 2~~1

Text proposed by the Commission

Amendment

1. Member States shall ensure that a creditors’ committee is established only if the general meeting of creditors so decides.

Member States shall ensure that where payments on bills of exchange or cheques are concerned as referred to in the first subparagraph, point (b), the amount paid on the bill or cheque shall be restituted by the last endorser or, if the latter endorsed the bill on account of a third party, by such party if the last endorser or the third party knew that the debtor was unable to pay its mature debts or that a request for the opening of insolvency proceedings has been submitted at the moment of endorsing the bill or having it endorsed. This knowledge is presumed if the last endorser or the third party was a party closely related to the debtor. That presumption shall be rebuttable.

1. Member States shall ensure that a creditors’ committee is established only if the general meeting of creditors so decides and in accordance with national law.

~~Or. en~~

Amendment 75

Proposal for a directive

Article 759 – paragraph 1

Text proposed by the Commission

Amendment

1. Member States shall ensure that ~~legal~~the ~~acts~~members of the ~~debtor against no or a~~creditors’ ~~manifestly~~committee ~~inadequate~~are ~~consideration~~appointed ~~can~~either beat ~~declared~~the ~~void~~general ~~where~~meeting ~~they~~of ~~were~~creditors ~~perfected~~or ~~within~~by adecision ~~time~~of ~~period~~the ofcourt, ~~one~~within ~~year~~30 ~~prior~~days tofrom the ~~submission~~date of the ~~request~~opening ~~for~~of the ~~opening~~proceedings ofas ~~insolvency~~referred ~~proceedings~~to orin ~~after~~Article ~~the~~24(2), ~~submission~~point (a) of ~~such~~Regulation ~~request.~~(EU) 2015/848.

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. 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.

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, without undue delay from the date of the opening of the proceedings as referred to in Article 24(2), point (a) of Regulation (EU) 2015/848.

~~Or. en~~

Amendment 76

Proposal for a directive

Article 859 – paragraph ~~1 – subparagraph 1 – introductory part~~3

Text proposed by the Commission

Amendment

3. Member States shall ensure that the appointed members of the creditors’ committee fairly reflect the different interests of creditors or groups thereof.

Member States shall ensure that legal acts by which the debtor has intentionally caused a detriment to the general body of creditors are void, voidable or unenforceable where both of the following conditions are met:

3. Member States may ensure that the appointed members of the creditors’ committee fairly reflect the different interests of creditors or groups thereof.

~~Or. en~~

Amendment 77

Proposal for a directive

Article 861 – paragraph 1 ~~– subparagraph 1 – point a~~

Text proposed by the Commission

Amendment

~~(a) those acts were perfected either within a time period of four years prior to the submission of the request for the opening of insolvency proceedings or after the submission of such request;~~

Member States shall ensure that the number of members composing the creditors’ committee is at least 3 and does not exceed 7.

(a) those acts were perfected either within a time period of three years 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;

deleted

~~Or. en~~

Amendment 78

Proposal for a directive

Article 864 – paragraph 1 – subparagraph 1 ~~– point b~~

Text proposed by the Commission

Amendment

~~(b) the other party to the legal act knew or should have known of the debtor’s intent to cause a detriment to the general body of creditors.~~

Member States shall ensure that the creditors’ committee’s function is to ensure that in the conduct of the insolvency proceedings the creditors’ interests are protected and individual creditors are involved.

~~(b) the other party to the legal act knew of the debtor’s intent to cause a detriment to the general body of creditors.~~

Member States shall ensure that the creditors’ committee’s function is to ensure that in the conduct of the insolvency proceedings the workers’ and creditors’ interests are protected and individual creditors as well as including employees or their representatives are involved.

~~Or. en~~

Amendment 79

Proposal for a directive

~~Article 8 – paragraph 2~~

Article 69 a (new)

Text proposed by the Commission

Amendment

2. Where several persons have submitted a request for the opening of insolvency proceedings against the same debtor, the point in time when the first admissible request is submitted shall be considered the beginning of the four-year period referred to in paragraph 1, first subparagraph, point (a).

Article 69a

2. Where several persons have submitted a request for the opening of insolvency proceedings against the same debtor, the point in time when the first admissible request is submitted shall be considered the beginning of the three-year period referred to in paragraph 1, first subparagraph, point (a).

Data reporting

~~Or. en~~

Amendment 80

Proposal for a directive

Article 969 – paragraph 1 a (new)

Text proposed by the Commission

Amendment

1. Member State shall ensure that the claims, rights or obligations resulting from legal acts that have been declared void pursuant to Chapter 2 of this Title may not be invoked to obtain satisfaction from the insolvency estate concerned.

1 a. The Commission, in consultation with the European Banking Authority, shall offer support to Member States to enhance and harmonise data reporting in order to allow for a regular assessment of the effectiveness of national insolvency proceedings.

1. Member State shall ensure that the claims, rights or obligations resulting from legal acts that are void, voidable or unenforceable pursuant to Chapter 2 of this Title may not be invoked to obtain satisfaction from the insolvency estate concerned.

~~Or. en~~

Amendment 81

Proposal for a directive

Article 969 – paragraph 2 ~~– subparagraph~~a 1(new)

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that the party which benefitted from the legal act that has been declared void is obliged to compensate in full the insolvency estate concerned for the detriment caused to creditors by that legal act.

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.

~~Or. en~~

~~Amendment 82~~

~~Proposal for a directive~~

~~Article 9 – paragraph 3~~

~~Text proposed by the Commission~~

~~Amendment~~

3. Member States shall ensure that the limitation period for all claims resulting from the legal act that can be declared void against the other party is three years from the date of the opening of insolvency proceedings.

3. Member States shall ensure that the limitation period for all claims resulting from the void, voidable or unenforceable legal act against the other party is three years from the date of the opening of insolvency proceedings.

~~Or. en~~

~~Amendment 83~~

~~Proposal for a directive~~

~~Article 10 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Consequences for the party which benefitted from the legal act that has been declared void~~

~~Consequences for the party which benefitted from the void, voidable or unenforceable legal act~~

~~Or. en~~

~~Amendment 84~~

~~Proposal for a directive~~

~~Article 10 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

1. Member States shall ensure that if and to the extent that the party which benefitted from the legal act that has been declared void compensates the insolvency estate for the detriment caused by that legal act, any claim of that party which was satisfied with that legal act revives.

1. Member States shall ensure that if and to the extent that the party which benefitted from the void, voidable or unenforceable legal act compensates the insolvency estate for the detriment caused by that legal act, any claim of that party which was satisfied with that legal act revives.

~~Or. en~~

~~Amendment 85~~

~~Proposal for a directive~~

~~Article 10 – paragraph 2 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that any counter-performance of the party which benefitted from the legal act that has been declared void performed after or in an instant exchange for the performance of the debtor under that legal act shall be refunded from the insolvency estate to the extent that the counter-performance is still available in the estate in a form that can be distinguished from the rest of the insolvency estate or the insolvency estate is still enriched by its value.

Member States shall ensure that any counter-performance of the party which benefitted from the void, voidable or unenforceable legal act performed after or in an instant exchange for the performance of the debtor under that legal act shall be refunded from the insolvency estate to the extent that the counter-performance is still available in the estate in a form that can be distinguished from the rest of the insolvency estate or the insolvency estate is still enriched by its value.

~~Or. en~~

~~Amendment 86~~

~~Proposal for a directive~~

~~Article 10 – paragraph 2 – subparagraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

In all cases not covered by the first subparagraph, the party which benefitted from the legal act that has been declared void may file claims for the compensation of the counter-performance. For the purposes of the ranking of claims in insolvency proceedings, this claim shall be deemed to have arisen before the opening of insolvency proceedings

In all cases not covered by the first subparagraph, the party which benefitted from the void, voidable or unenforceable legal act may file claims for the compensation of the counter-performance. For the purposes of the ranking of claims in insolvency proceedings, this claim shall be deemed to have arisen before the opening of insolvency proceedings.

~~Or. en~~

~~Amendment 87~~

~~Proposal for a directive~~

~~Article 11 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~1. Member States shall ensure that Article 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.~~

~~Or. en~~

~~Amendment 88~~

~~Proposal for a directive~~

~~Article 11 – paragraph 2 – subparagraph 1 – introductory part~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that the rights laid down in Article 9 are also enforceable against any individual successor of the other party to the legal act that has been declared void if one of the following conditions is fulfilled:

~~Member States shall ensure that Article 9 is applicable to any individual successor of the other party to the void, voidable or unenforceable legal act if one of the following conditions is fulfilled:~~

~~Or. en~~

~~Amendment 89~~

~~Proposal for a directive~~

~~Article 11 – paragraph 2 – subparagraph 1 – point b~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(b) the successor knew or should have known the circumstances on which the avoidance action is based.~~

~~(b) the successor knew the circumstances on which the avoidance action is based.~~

~~Or. en~~

~~Amendment 90~~

~~Proposal for a directive~~

~~Article 11 – paragraph 2 – subparagraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

The knowledge referred to in the first subparagraph, point (b), shall be presumed if the individual successor is a party closely related to the party which benefitted from the legal act that has been declared void.

The knowledge referred to in the first subparagraph, point (b), shall be presumed if the individual successor is a party closely related to the party which benefitted from the void, voidable or unenforceable legal act. That presumption shall be rebuttable.

~~Or. en~~

~~Amendment 91~~

~~Proposal for a directive~~

~~Title III – Chapter 1 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Access to bank account information by designated courts~~

~~Access to bank account information by designated courts and administrative authorities~~

~~Or. en~~

~~Amendment 92~~

~~Proposal for a directive~~

~~Article 13 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Designated courts~~

~~Designated courts and administrative authorities~~

~~Or. en~~

~~Amendment 93~~

~~Proposal for a directive~~

~~Article 13 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

1. Each Member State shall designate, among its courts that are competent to hear cases related to procedures in restructuring, insolvency or discharge of debt, the courts empowered to access and search its national centralised bank account registry established pursuant to Article 32a of Directive (EU) 2015/849 (‘designated courts’).

~~1. Each Member State shall designate the courts or administrative authorities that are empowered to access and search bank account registers.~~

~~Or. en~~

~~Amendment 94~~

~~Proposal for a directive~~

~~Article 13 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

2. Each Member State shall notify the Commission of its designated courts by [6 months from transposition date], and shall notify the Commission of any amendment thereto. The Commission shall publish the notifications in the Official Journal of the European Union.

2. Each Member State shall notify the Commission of its designated courts or administrative authorities by [3 months from transposition date], and shall 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.

~~Or. en~~

~~Amendment 95~~

~~Proposal for a directive~~

~~Article 14 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Access to and searches of bank account information by designated courts~~

~~Access to and searches of bank account information by designated courts and administrative authorities~~

~~Or. en~~

~~Amendment 96~~

~~Proposal for a directive~~

~~Article 14 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

1. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, the designated courts have the power to access and search, directly and immediately, bank account information listed in Article 32a(3) of Directive (EU) 2015/849, 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.

1. 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, 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.

~~Or. en~~

~~Amendment 97~~

~~Proposal for a directive~~

~~Article 14 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

2. Member States shall ensure that, upon request of the insolvency practitioner appointed in ongoing insolvency proceedings, the designated courts have the power to access and search, directly and immediately, bank account information in other Member States available through the bank account registers (BAR) single access point set up pursuant to Article XX of Directive (EU) YYYY/XX [OP: the new Anti-Money Laundering Directive] 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.

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 those proceedings, including assets subject to avoidance actions.

~~Or. en~~

~~Amendment 98~~

~~Proposal for a directive~~

~~Article 14 – paragraph 3~~

~~Text proposed by the Commission~~

~~Amendment~~

3. The additional information that Member States consider essential and include in the centralised bank account registries pursuant to Article 32a(4) of Directive (EU) 2015/849 shall not be accessible and searchable by designated courts.

3. The additional information that Member States consider essential and include in the bank account registers pursuant to 16(5) of Directive (EU) 2024/1640 shall not be accessible or searchable by designated courts or administrative authorities.

~~Or. en~~

~~Amendment 99~~

~~Proposal for a directive~~

~~Article 14 – paragraph 3 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

3a. Member States shall ensure that the designated courts or administrative authorities or other competent courts or authorities verify whether the conditions referred to in paragraphs 1 and 2 are met. If those conditions are met, Member States shall ensure that the designated courts or administrative authorities transmit the relevant bank account information obtained by accessing and searching bank account information pursuant to paragraphs 1 and 2 to the insolvency practitioner who requested it.

~~Or. en~~

~~Amendment 100~~

~~Proposal for a directive~~

~~Article 14 – paragraph 3 b (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

3b. Access and searches pursuant to paragraphs 1 and 2 shall be without prejudice to national procedural safeguards and Union and national rules on the protection of personal data. Member States shall ensure that bank account information obtained pursuant to paragraphs 1 and 2 is processed only for the purposes for which it was obtained, including where it is processed by insolvency practitioners.

~~Or. en~~

~~Amendment 101~~

~~Proposal for a directive~~

~~Article 14 – paragraph 3 c (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

3c. Member States shall ensure that insolvency practitioners, when processing bank account information obtained pursuant to paragraphs 1 and 2, have in place relevant internal procedures for the appropriate management of confidential information.

~~Or. en~~

~~Amendment 102~~

~~Proposal for a directive~~

~~Article 14 – paragraph 4~~

~~Text proposed by the Commission~~

~~Amendment~~

4. For the purpose of paragraphs 1 and 2, access and searches shall be considered to be direct and immediate, inter alia, where the national authorities operating the central bank account registries transmit the bank account information expeditiously by an automated mechanism to the designated courts, provided that no intermediary institution is able to interfere with the requested data or the information to be provided.

4. For the purpose of paragraphs 1 and 2, access to and searches of bank account information shall be considered to be direct and immediate, inter alia, where the national authorities operating the bank account registers transmit the bank account information expeditiously by an automated mechanism to the designated courts or administrative authorities, provided that no intermediary institution is able to interfere with the requested data or the information to be provided.

~~Or. en~~

~~Amendment 103~~

~~Proposal for a directive~~

~~Article 15 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Conditions for access and for searches by designated courts~~

~~Conditions for access to and for searches of bank account information by designated courts and administrative authorities~~

~~Or. en~~

~~Amendment 104~~

~~Proposal for a directive~~

~~Article 15 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

1. Access to and searches of bank account information in accordance with Article 14 shall be performed only on a case-by-case basis by the staff of each designated court that have been specifically appointed and authorised to perform those tasks.

1. Access to and searches of bank account information in accordance with Article 14 shall be performed only on a case-by-case basis by the staff of each designated court or administrative authority that have been specifically appointed and authorised to perform those tasks.

~~Or. en~~

~~Amendment 105~~

~~Proposal for a directive~~

~~Article 15 – paragraph 2 – point a~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(a) the staff of the designated courts maintain high professional standards of confidentiality and data protection, and that they are of high integrity and are appropriately skilled;~~

~~(a) the staff referred to in paragraph 1 maintain high professional standards of confidentiality and data protection, and that they are of high integrity and are appropriately skilled;~~

~~Or. en~~

~~Amendment 106~~

~~Proposal for a directive~~

~~Article 15 – paragraph 2 – point b~~

~~Text proposed by the Commission~~

~~Amendment~~

(b) technical and organisational measures are in place to ensure the security of the data to high technological standards for the purposes of the exercise by designated courts of the power to access and search bank account information in accordance with Article 14.

(b) technical and organisational measures are in place to ensure the security of the data to high technological standards for the purposes of the exercise by designated courts and administrative authorities of the power to access and search bank account information in accordance with Article 14.

~~Or. en~~

~~Amendment 107~~

~~Proposal for a directive~~

~~Article 16 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Monitoring access and searches by designated courts~~

~~Monitoring access to and searches of bank account information by designated courts and administrative authorities~~

~~Or. en~~

~~Amendment 108~~

~~Proposal for a directive~~

~~Article 16 – paragraph 1 – point e~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(e) the name of the designated court consulting the registry;~~

~~(e) the name of the designated court or administrative authority accessing or searching the bank account register;~~

~~Or. en~~

~~Amendment 109~~

~~Proposal for a directive~~

~~Article 16 – paragraph 1 – point f~~

~~Text proposed by the Commission~~

~~Amendment~~

(f) the unique user identifier of the staff member of the designated court who made the query or performed the search and, where applicable, of the judge who ordered the query or search and, as far as possible, the unique user identifier of the recipient of the results of the query or search.

(f) the unique user identifier of the staff member of the designated court or administrative authority who made the query and, where applicable, of the judge or the official who ordered the query or search and of the requesting insolvency practitioner.

~~Or. en~~

~~Amendment 110~~

~~Proposal for a directive~~

~~Article 16 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

~~2. The authorities operating the centralised bank account registries shall check the logs referred to in paragraph 1 regularly.~~

~~2. The authorities operating the bank account registers shall check the logs referred to in paragraph 1 regularly.~~

~~Or. en~~

~~Amendment 111~~

~~Proposal for a directive~~

~~Article 17 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

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 referred to in Article 30(5), second subparagraph, and in Article 31(4), second subparagraph, of Directive (EU) 2015/849 which is held in the beneficial ownership registers set up in the Member States and is accessible through the system of interconnection of beneficial ownership registers set up in accordance with Article 30(10) and Article 31(9) of Directive (EU) 2015/849.

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 arrangement or the beneficial owner concerned.

~~Or. en~~

~~Amendment 112~~

~~Proposal for a directive~~

~~Article 17 – paragraph 2 – point a~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(a) the name, the month, the year of birth, the country of residence and the nationality of the legal owner;~~

~~(a) the name, the month, the year of birth, the country of residence and the nationality or nationalities of the beneficial owner;~~

~~Or. en~~

~~Amendment 113~~

~~Proposal for a directive~~

~~Article 17 – paragraph 2 – point b~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(b) the nature and the extent of the beneficial interest held.~~

~~deleted~~

~~Or. en~~

~~Amendment 114~~

~~Proposal for a directive~~

~~Article 17 – paragraph 2 – point b a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(ba) for beneficial owners of legal entities, the nature and extent of the beneficial interest held;~~

~~Or. en~~

~~Amendment 115~~

~~Proposal for a directive~~

~~Article 17 – paragraph 2 – point b b (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(bb) for beneficial owners of express trusts or similar legal arrangements, the nature of their beneficial ownership.~~

~~Or. en~~

~~Amendment 116~~

~~Proposal for a directive~~

~~Title III – Chapter 3 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Access by insolvency practitioners to national asset registers~~

~~Access by insolvency practitioners to national registers and databases~~

~~Or. en~~

~~Amendment 117~~

~~Proposal for a directive~~

~~Article 18 – title~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Access by insolvency practitioners to national asset registers~~

~~Access by insolvency practitioners to national registers and databases~~

~~Or. en~~

~~Amendment 118~~

~~Proposal for a directive~~

~~Article 18 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

1. Member States shall ensure that insolvency practitioners, regardless of the Member State where they have been appointed, have direct and expeditious access to the national asset registers listed in the Annex located in their territory, where available.

1. Member States shall ensure that insolvency practitioners, 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.

~~Or. en~~

~~Amendment 119~~

~~Proposal for a directive~~

~~Article 18 – paragraph 2 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

2a. Member States shall communicate the lists of the national registers and databases referred to in the Annex to the Commission by…[ 6 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 e-Justice portal.

~~Or. en~~

~~Amendment 120~~

~~Proposal for a directive~~

~~Title III – Chapter 3 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Chapter 3a~~

~~Access to courts by insolvency practitioners of another Member State~~

~~Or. en~~

~~Amendment 121~~

~~Proposal for a directive~~

~~Article 18 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~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.

~~Or. en~~

~~Amendment 122~~

~~Proposal for a directive~~

~~Article 19 – paragraph 1 – introductory part~~

~~Text proposed by the Commission~~

~~Amendment~~

~~1. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases~~

1. Member States shall introduce pre-pack proceedings in situations where the debtor is in a situation of likelihood of insolvency in accordance with national law. Member States shall ensure that pre-pack proceedings are composed of the following two consecutive phases:

~~Or. en~~

~~Amendment 123~~

~~Proposal for a directive~~

~~Article 19 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

2. Pre-pack proceedings shall comply with the conditions set out in this Title. As regards all other matters, including the ranking of claims and the rules on distribution of proceeds, Member States shall apply national provisions on winding-up proceedings, provided that they are compatible with Union law, including the rules laid down in this Title.

~~Or. en~~

~~Amendment 124~~

~~Proposal for a directive~~

~~Article 22 – paragraph 1 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall provide that, upon request of the debtor, the court appoints a monitor.~~

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.

~~Or. en~~

~~Amendment 125~~

~~Proposal for a directive~~

~~Article 22 – paragraph 2 – subparagraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Actions by the monitor listed in the first subparagraph shall be done in writing, be made available in digital format and in a timely manner to all parties involved in the preparation phase.~~

Actions by the monitor listed in the first subparagraph shall be done in writing and shall be made available in digital format and in a timely manner only to the parties involved in the preparation phase. Beyond that, the monitor shall maintain the confidentiality of all information obtained in connection with the preparation phase.

~~Or. en~~

~~Amendment 126~~

~~Proposal for a directive~~

~~Article 23 – paragraph -1 (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall ensure that, in the course of the preparation phase, the debtor remains in control of its assets and the day-to-day operation of the business.~~

~~Or. en~~

~~Amendment 127~~

~~Proposal for a directive~~

~~Article 23 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that during the preparation phase, where the debtor is in a situation of likelihood of insolvency 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 facilitates the seamless and effective roll-out of the pre-pack proceedings. The monitor shall be heard prior to the decision on the stay of individual enforcement actions.

Member States shall ensure that during the preparation phase, where the debtor is in a situation of likelihood of insolvency 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 facilitates the seamless and effective roll-out of the pre-pack proceedings. The monitor and the correspondent creditor shall be heard by the court prior to the decision on the stay of individual enforcement actions.

~~Or. en~~

~~Amendment 128~~

~~Proposal for a directive~~

~~Article 25 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall ensure that, when the liquidation phase is opened, the court appoints the monitor referred to in Article 22 as insolvency practitioner.~~

Member States shall ensure that, when the liquidation phase is opened, the court appoints the monitor referred to in Article 22 as insolvency practitioner unless the monitor resigns or is unable to perform the required functions, such as in cases of serious illness or death.

~~Or. en~~

~~Amendment 129~~

~~Proposal for a directive~~

~~Article 27 – paragraph 1 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Or. en~~

~~Amendment 130~~

~~Proposal for a directive~~

~~Article 27 – paragraph 2 – subparagraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Point (a) of the first subparagraph shall not apply to executory contracts relating to licenses of intellectual and industrial property rights.~~

~~Point (a) of the first subparagraph shall not apply to executory contracts relating to licenses of intellectual and industrial property rights or to credit or financial services contracts.~~

~~Or. en~~

~~Amendment 131~~

~~Proposal for a directive~~

~~Article 28 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that the acquirer acquires the debtor’s business or part thereof free of debts and liabilities, unless the acquirer expressly consents to bear the debts and the liabilities of the business or part thereof.

Member States shall ensure that the acquirer acquires the debtor’s business or part thereof free of debts and liabilities, unless the acquirer expressly consents to bear, solely or jointly with the debtor, the debts and the liabilities of the business or part thereof.

~~Or. en~~

~~Amendment 132~~

~~Proposal for a directive~~

~~Article 31 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that the monitor and the insolvency practitioner are liable for the damages that their failure to comply with their obligations under this Title causes to creditors and third parties affected by the pre-pack proceedings.

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.

~~Or. en~~

~~Amendment 133~~

~~Proposal for a directive~~

~~Article 33 – paragraph 1 – point a~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(a) the monitor or the insolvency practitioner takes the necessary steps to obtain interim financing at the lowest possible cost;~~

~~(a) the debtor, the monitor or the insolvency practitioner takes the necessary steps to obtain interim financing at the lowest possible cost;~~

~~Or. en~~

~~Amendment 134~~

~~Proposal for a directive~~

~~Article 34 – paragraph 1 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

1a. 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.

~~Or. en~~

~~Amendment 135~~

~~Proposal for a directive~~

~~Article 36 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall ensure that, where a company becomes insolvent in accordance with national law, 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 that the legal entity is insolvent. Preventive restructuring proceedings are excluded from that obligation.

~~Or. en~~

~~Amendment 136~~

~~Proposal for a directive~~

~~Article 37 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

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 obligation laid down in Article 36.

~~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.~~

~~Or. en~~

~~Amendment 137~~

~~Proposal for a directive~~

~~Title VI~~

~~Text proposed by the Commission~~

~~Amendment~~

~~[...]~~

~~deleted~~

~~Or. en~~

~~Amendment 138~~

~~Proposal for a directive~~

~~Article 59 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

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 proceedings as referred to in Article 24(2), point (a) of Regulation (EU) 2015/848.

~~Or. en~~

~~Amendment 139~~

~~Proposal for a directive~~

~~Article 59 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

2. Where the members of the creditors’ committee are appointed at the general meeting of creditors, Member States shall ensure that the court certifies the appointment within 5 days from the date of the communication of the appointment to the court.

2. Where the members of the creditors’ committee are appointed at the general meeting of creditors, Member States shall ensure that the court certifies the appointment within 5 working days from the date of the communication of the appointment to the court.

~~Or. en~~

~~Amendment 140~~

~~Proposal for a directive~~

~~Article 60 – paragraph 1 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall ensure that members of the creditors’ committee represent solely the interests of the whole body of creditors and act independently of the insolvency practitioner.~~

Member States shall ensure that members of the creditors’ committee represent solely the interests of the whole body of creditors, in a fair and unbiased way and act independently of the insolvency practitioner.

~~Or. en~~

~~Amendment 141~~

~~Proposal for a directive~~

~~Article 60 – paragraph 1 – subparagraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

By way of derogation from the previous subparagraph, Member States may maintain national provisions that allow to set up more than one creditors’ committee representing different groups of creditors in the same insolvency proceedings. In this case, the members of the creditors’ committee represent solely the interests of the creditors who appointed them.

~~deleted~~

~~Or. en~~

~~Amendment 142~~

~~Proposal for a directive~~

~~Article 60 – paragraph 2 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~2a. Member States shall ensure that the members of the creditors’ committee act in good faith when carrying out the functions of the committee.~~

~~Or. en~~

~~Amendment 143~~

~~Proposal for a directive~~

~~Article 61~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Article 61~~

~~deleted~~

~~Number of members~~

~~Member States shall ensure that the number of members composing the creditors’ committee is at least 3 and does not exceed 7.~~

~~Or. en~~

~~Amendment 144~~

~~Proposal for a directive~~

~~Article 62 – paragraph 2~~

~~Text proposed by the Commission~~

~~Amendment~~

~~2. Grounds for removal shall at least include fraudulent or grossly negligent conduct, wilful misconduct, or breach of fiduciary duties with respect to the creditors’ interests.~~

2. Grounds for removal shall at least include fraudulent or grossly negligent conduct, conflicts of interest, wilful misconduct, or breach of fiduciary duties with respect to the creditors’ interests.

~~Or. en~~

~~Amendment 145~~

~~Proposal for a directive~~

~~Article 63 – paragraph 2 – point -a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(-a) the scope of the creditors' committee's duties;~~

~~Or. en~~

~~Amendment 146~~

~~Proposal for a directive~~

~~Article 64 – paragraph 1 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall ensure that the creditors’ committee’s function is to ensure that in the conduct of the insolvency proceedings the interests of the whole body of creditors are protected.~~

~~Or. en~~

~~Amendment 147~~

~~Proposal for a directive~~

~~Article 64 – paragraph 1 – subparagraph 2 – point e~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(e) the duty to provide information to the creditors represented by the creditors’ committee and the right to receive information from those creditors;~~

~~deleted~~

~~Or. en~~

~~Amendment 148~~

~~Proposal for a directive~~

~~Article 64 – paragraph 1 – subparagraph 2 – point f a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~(fa) the power to appoint a secretary;~~

~~Or. en~~

~~Amendment 149~~

~~Proposal for a directive~~

~~Article 64 – paragraph 1 – subparagraph 2 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~Member States shall ensure that members of the creditors’ committee maintain the confidentiality of all information obtained in connection with the committee’s activities.~~

~~Or. en~~

~~Amendment 150~~

~~Proposal for a directive~~

~~Article 66 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Members of a creditors’ committee are exempt from individual liability for their actions in their capacity as members of the committee unless they have committed grossly negligent or fraudulent conduct, wilful misconduct, or have breached a fiduciary duty to the creditors they represent.

Members of a creditors’ committee are exempt from individual liability for their actions in their capacity as members of the committee unless they have committed an intentional or grossly negligent violation of duties with respect to the creditors’ interests.

~~Or. en~~

~~Amendment 151~~

~~Proposal for a directive~~

~~Article 66 – paragraph 1 a (new)~~

~~Text proposed by the Commission~~

~~Amendment~~

~~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).~~

~~Or. en~~

~~Amendment 152~~

~~Proposal for a directive~~

~~Article 68 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~1. Member States shall provide, within the framework of the European e-Justice Portal, a key information factsheet on certain elements of national law on insolvency proceedings.~~

~~1. Member States shall provide, within the framework of the European e-Justice Portal, a key information factsheet on essential elements of national law on insolvency proceedings.~~

~~Or. en~~

~~Amendment 153~~

~~Proposal for a directive~~

~~Article 70 – paragraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

By [5 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.

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.

~~Or. en~~

~~Amendment 154~~

~~Proposal for a directive~~

~~Article 71 – paragraph 1 – subparagraph 1~~

~~Text proposed by the Commission~~

~~Amendment~~

Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by [2 years from entry into force] at the latest. They shall forthwith communicate to the Commission the text of those provisions.

Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by ... [12 months from entry into force] at the latest. They shall forthwith communicate to the Commission the text of those provisions.

~~Or. en~~

~~Amendment 155~~

~~Proposal for a directive~~

~~Annex I – subheading 1~~

~~Text proposed by the Commission~~

~~Amendment~~

~~National asset registers referred to in Article 18~~

~~National registers and databases referred to in Article 18~~

~~Or. en~~

~~Amendment 156~~

~~Proposal for a directive~~

~~Annex I – point 3~~

~~Text proposed by the Commission~~

~~Amendment~~

~~3. Movable property registers including registers of vehicles, ships and aircrafts and registers of weapons;~~

~~3. Movable property registers including registers of vehicles, ships and aircrafts, where property rights are registered in such registers;~~

~~Or. en~~

~~Amendment 157~~

~~Proposal for a directive~~

~~Annex I – point 6~~

~~Text proposed by the Commission~~

~~Amendment~~

~~6. Other security registers, including securities depository registers and book-entry registers;~~

~~6. Registers or databases containing information on the ownership of securities, such as central securities depositories as defined in Article 2(1), point (1), of Regulation (EU) No 909/2014;~~

~~Or. en~~

~~Amendment 158~~

~~Proposal for a directive~~

~~Annex I – point 9~~

~~Text proposed by the Commission~~

~~Amendment~~

~~9. Probate registers;~~

~~deleted~~

~~Or. en~~

~~Amendment 159~~

~~Proposal for a directive~~

~~Annex I – point 11~~

~~Text proposed by the Commission~~

~~Amendment~~

~~11. Registers of internet domains;~~

~~deleted~~

~~Or. en~~

~~Amendment 160~~

~~Proposal for a directive~~

~~Annex I – point 12~~

Text proposed by the Commission

Amendment

~~12. Register of General Terms and Conditions.~~

2 a. Two years after entry into force and thereafter, the Commission shall, in cooperation with the European Banking Authority, draw up an annual report regular on insolvency cases under the relevant insolvency regulation so that the effectiveness of the system established can be assessed.

~~deleted~~

ANNEX: LIST OF ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR FOR THE OPINION HAS RECEIVED INPUT

~~Or. en~~

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur declares that he has received input from the following entities or persons in the preparation of the opinion, until the adoption thereof in committee:

~~EXPLANATORY STATEMENT~~

~~The proposal for a Directive on harmonizing certain aspects of insolvency law within the European Union was adopted by the European Commission on 7 December 2022.~~

The Rapporteur welcomes this legislative proposal which aims to establish a more uniform and efficient insolvency framework across all Member States, ensuring legal clarity and better protection for businesses, creditors, and other stakeholders, encouraging cross border investment within the single market and remove obstacles to further develop Capital Markets Union.

The Rapporteur has conducted an in-depth assessment and considers that certain modifications to the Commission proposal are necessary to enhance legal precision and coherence. The objective of these changes is to ensure that the proposed insolvency framework is both effective and legally sound while preventing potential loopholes that could be exploited to the detriment of creditors or other parties involved in insolvency proceedings. The Rapporteur suggests adjustments to clarify procedural requirements and ensure consistency with national legal frameworks.

The Rapporteur is of the opinion that the minimum standards provided for in the Directive will approximate the laws of the Member States in the field of insolvency, in particular by improving the efficiency of insolvency proceedings both in terms of costs and in terms of improving the prospects and fair distribution of value among creditors, and preserving the activity and viability of the companies. The amendments of the draft report promote the harmonization of national insolvency rules by setting minimum standards for key procedural aspects. These provisions reflect a clear intention to create a more predictable and integrated European insolvency framework.

One of the key modifications focuses on avoidance actions, ensuring that transactions detrimental to creditors can be challenged more effectively. The amendments clarify the conditions to close loopholes that previously allowed transactions to escape scrutiny, strengthening creditors’ protection.

Another set of important amendments concern asset tracing mechanisms. The amendments propose granting insolvency practitioners timely and easy access to national bank account registers, direct access to central beneficial ownership registers, and other relevant registers. The Rapporteur believes that this change will facilitate the identification and recovery of debtor assets, particularly in cross-border cases, addressing a long-standing issue of insolvency practitioners encountering significant obstacles when tracing assets in different jurisdictions.

Another element in the Commission proposal is the introduction of pre-pack proceedings, designed to expedite the sale of distressed businesses as going concerns before the formal opening of insolvency proceedings. The proposed framework establishes a two-phase approach: a preparation phase for identifying potential buyers and a liquidation phase for executing the sale. The Rapporteur believes that this mechanism will help to maximize asset value and preserve business continuity, however additional safeguards should be introduced to ensure transparency and fairness.

Microenterprises, due to their smaller scale and limited resources, require tailored insolvency procedures that provide a balance between efficiency and creditor protection. Following extensive consultations with stakeholders, including legal experts, industry representatives, and financial institutions, the Rapporteur has identified that significant legal uncertainties, risks of abuse and administrative burden transferred to SMEs can be caused/ triggered by the provisions related to simplified winding-up proceedings for microenterprises under Title VI. The framework lacks adequate protections for creditors and other stakeholders, potentially resulting in financial losses and reduced trust in insolvency proceedings.

Given these concerns, the Rapporteur has concluded that the best course of action is to remove Title VI from the draft Directive entirely. This decision reflects the need to ensure that insolvency rules are both robust and resistant to manipulation.

The amendments also strengthen directors’ responsibilities. Additionally, the introduction of creditors' committees as formalized entities ensures that creditors have a stronger voice in insolvency proceedings, increasing transparency and participation.

While these reforms represent significant progress, their effectiveness will depend on how consistently they are implemented across Member States. If properly executed, these amendments will enhance investor confidence, improve creditor recoveries and contribute to a more resilient and dynamic EU economy.

~~ANNEX: ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED 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

~~European Commission~~

Verband Insolvenzverwalter und Sachwalter DeutschlandsConseil national des administrateurs judiciaires et des mandataires judiciaires

~~Council of the EU~~

Deutsche Sozialversicherung Arbeitsgemeinschaft Europa

~~EDPS Opinion 5/2023 on the Proposal for a Directive harmonising certain aspects of insolvency law~~

Hanbury Strategy and Communications Limited

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

Leaseurope

~~Permanent Representation of Malta to the EU~~

CENTR - Council of European Top Level Domain Registries

~~Permanent Representation of Germany to the EU~~

Deutscher Gewerkschaftsbund

~~Permanent Representation of Bulgaria to the EU~~

Kreditschutzverband von 1870

~~Permanent Representation of the Czech Republic to the EU~~

Bundesnotarkammer K.d.ö.R.

~~Leaseurope AISBLTransparency Register Number: 430010622057-05~~

German Bar Association

~~European Social Insurance Platform (ESIP)Transparency Register number: 883980785-32~~

Dutch Federation of Pension Funds

~~Council of European National Top-Level Domain Registries~~

~~German Banking Industry Committee - EU Transparency Register No 52646912360-95~~

~~SMEunited EU Transparency Register: identification number 55820581197-35~~

~~Nordic Financial Unions~~

~~Verband der Automobilindustrie e.V. (VDA)~~

~~ISDA - EU Transparency Register, registration number 46643241096-93~~

~~Conseil National des Administrateurs et Mandataires Judiciaires~~

~~NautaDutilh Law Firm~~

~~European Banking Federation - European Transparency Register - ID number 4722660838-23~~

~~The European Trade Union Confederation (ETUC)~~

~~The Dutch Federation of Pension Funds~~

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.

PROCEDURE – COMMITTEE ASKED FOR OPINION

Title

Harmonising certain aspects of insolvency law

References

COM(2022)0702 – C9-0410/2022 – 2022/0408(COD)

Committee responsible

Date announced in plenary

JURI

26.1.2023

Opinion by

Date announced in plenary

ECON

26.1.2023

Rapporteur for the opinion

Date appointed

René Repasi

1.3.2023

Discussed in committee

30.8.2023

9.10.2023

Date adopted

28.11.2023

Result of final vote

–:

Members present for the final vote

Rasmus Andresen, Anna-Michelle Asimakopoulou, Gunnar Beck, Marek Belka, Isabel Benjumea Benjumea, Stefan Berger, Engin Eroglu, Markus Ferber, Jonás Fernández, Frances Fitzgerald, José Manuel García-Margallo y Marfil, Claude Gruffat, José Gusmão, Enikő Győri, Eero Heinäluoma, Danuta Maria Hübner, Stasys Jakeliūnas, France Jamet, Othmar Karas, Billy Kelleher, Ondřej Kovařík, Georgios Kyrtsos, Aurore Lalucq, Philippe Lamberts, Pedro Marques, Denis Nesci, Luděk Niedermayer, Lefteris Nikolaou-Alavanos, Kira Marie Peter-Hansen, Eva Maria Poptcheva, Antonio Maria Rinaldi, Dorien Rookmaker, Alfred Sant, Joachim Schuster, Ralf Seekatz, Pedro Silva Pereira, Irene Tinagli, Inese Vaidere, Johan Van Overtveldt

Substitutes present for the final vote

Andżelika Anna Możdżanowska, René Repasi

Substitutes under Rule 209(7) present for the final vote

Barry Andrews, Alessandra Basso, Theresa Bielowski, Carlos Coelho, Francisco Guerreiro, Ivars Ijabs, Fabienne Keller, Janusz Lewandowski, Liudas Mažylis, Erik Poulsen, Roberts Zīle

FINAL VOTE BY ROLL CALL IN COMMITTEE ASKED FOR OPINION

Key to symbols: