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REPORT (COM(2023)0516 – C90326/2023 – 2023/0315(COD))

On the proposal for a directive of the European Parliament and of the Council on European cross-border associations

A-9-2024-0062

Committee on Legal Affairs · Rapporteur: Sergey Lagodinsky

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Written by a language model from the full text only; every figure comes from the text. The paragraph links open the paragraph a statement rests on — check the text itself before relying on it.

Parliament's amended version of the Commission proposal for a directive on European cross-border associations creates a legal form, the 'European cross-border association' (ECBA), recognised automatically in all member states. An ECBA must have a non-profit purpose, at least three persons in its executive body, and activities or objectives in at least two member states with founding members linked to two member states. Member states must register ECBAs, issue a certificate, allow online applications, and apply to them the national rules for the most similar or most commonly used non-profit legal form. Restrictions on ECBAs' rules, funding, activities and registration are allowed only if prescribed by law, justified by public interest, strictly necessary and proportionate. The text adds rules on transfer of registered office, conversion and merger, dissolution and liquidation, and sets up an ECBA Committee and reporting duties.

Committee position. The Committee on Legal Affairs proposes to amend the Commission proposal by creating the ECBA legal form, adding rules on mergers, funding, dissolution and a new ECBA Committee, and strengthening safeguards against restrictions on associations.

Key points

  1. Creates the 'European cross-border association' (ECBA), a legal form to be provided in member states' national law and automatically recognised across the Union.
  2. Excludes trade unions and political parties from establishing ECBAs, but lets them join an ECBA as non-founding members if they choose.
  3. Requires an ECBA to have a non-profit purpose, with profits used only for its objectives and not distributed to members, founders or other private parties.
  4. Requires an ECBA to carry out or plan activities in at least two member states and to have founding members linked to at least two member states.
  5. Requires the executive body to have a minimum of three persons, at least two of them Union citizens or legally resident in the Union, or non-profit legal entities.
  6. Gives each member one vote unless the ECBA's statutes set out a differentiation, including between full members who can vote and associate members who cannot.
  7. Bans discrimination against any group or individual on grounds such as birth, age, colour, sex and gender, sexual orientation, health conditions, immigration status, race, religion or belief.
  8. Allows member states to restrict ECBAs' rules, funding, activities or registration only if the measures are prescribed by law, justified by public interest, strictly necessary and proportionate.
  9. Requires member states to allow online registration, including for conversions and mergers, and to publish the registration procedure on the Single Digital Gateway.
  10. Sets rules for transferring a registered office, including a two-thirds vote representing at least half of all members and safeguards for creditors and employees.
  11. Allows involuntary dissolution only for reasons such as a serious threat to public order, a flagrant and repeated breach of Union values, or conviction for a particularly serious criminal offence.
  12. Sets up an ECBA Committee to monitor implementation and requires member states to report yearly to the Commission and the committee on registered ECBAs and restrictions imposed.

Who is affected

  • Non-profit associations wanting to operate in more than one member state: they can register as an ECBA and be recognised automatically.
  • Member states: they must provide the ECBA legal form, designate a competent authority and a register, and notify the Commission.
  • Trade unions and political parties: they cannot establish ECBAs but may become non-founding members.
  • Churches, religious and philosophical organisations: they have a particular status that should not be adversely affected, and may establish or join an ECBA.
  • Employees and creditors of an ECBA transferring its registered office: they must be informed and given safeguards.

Figures and deadlines

  • Around 310,000 associations in the EU are not automatically recognised when operating in another country, with 185,000 more entities likely to engage in cross-border activities.
  • The executive body of an ECBA must be composed of a minimum of three persons.
  • Employees must be able to examine the draft transfer decision at least one month before the meeting.
  • A transfer of registered office must be decided by two thirds of the votes, representing at least half of all members.
  • Documents and information must remain publicly available until the end of the financial year following the dissolution of an ECBA.
  • Personal data must not be retained in the register after dissolution for longer than 5 years.
  • The competent authorities must issue the ECBA certificate, digitally and in paper form, within 5 days from registration.
  • Member states must identify the most similar or most commonly used legal form of non-profit association within one year after the entry into force of the Directive.

Legal basis: Article 294(2) and Articles 50 and 114 of the Treaty on the Functioning of the European Union.