Sittings · Document

Draft report (2025/2079(INL)) 2025-09-10

The 28th Regime: a new legal framework for innovative companies

Committee on Legal Affairs

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Amendment 1

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Heading 1

Motion for a resolution

Amendment

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

with recommendations to the Commission on the 28th Regime: a new legal framework for start-ups and scale-ups

Or. en

Amendment 2

Axel Voss

Motion for a resolution

Citation 2

Motion for a resolution

Amendment

– having regard to Articles 50 and 114(1) of the Treaty on the Functioning of the European Union,

deleted

Or. en

Amendment 3

Pascale Piera

Motion for a resolution

Citation 2

Motion for a resolution

Amendment

— having regard to Articles 50 and 114(1) of the Treaty on the Functioning of the European Union,

– having regard to Article 50 of the Treaty on the Functioning of the European Union,

Or. fr

Amendment 4

Mario Mantovani

Motion for a resolution

Citation 2 a (new)

Motion for a resolution

Amendment

– having regard to Article 352(1) of the Treaty on the Functioning of the European Union,

Or. it

Amendment 5

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Citation 6 a (new)

Motion for a resolution

Amendment

– having regard to Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law,

Or. en

Amendment 6

Lukas Mandl

Motion for a resolution

Citation 6 a (new)

Motion for a resolution

Amendment

– having regard to Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law;

Or. en

Amendment 7

Maravillas Abadía Jover

Motion for a resolution

Citation 6 a (new)

Motion for a resolution

Amendment

– having regard to Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgarding the use of digital tools and processes in company law;

Or. en

Amendment 8

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Citation 6 b (new)

Motion for a resolution

Amendment

Or. en

Amendment 9

Maravillas Abadía Jover

Motion for a resolution

Citation 6 b (new)

Motion for a resolution

Amendment

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

Or. en

Amendment 10

Daniel Buda

Motion for a resolution

Recital A

Motion for a resolution

Amendment

A. whereas enterprises, specifically small and medium enterprises (SMEs), start-ups and scale-ups, across the Union face widely varying rules from one Member State to another; whereas this regulatory diversity and the costs of navigating unfamiliar environments hinder the pan-European financing of companies;

A. whereas enterprises, specifically small and medium enterprises (SMEs), start-ups and scale-ups, across the Union are faced, on a great many occasions, with a fragmented EU regulatory framework, and widely varying rules from one Member State to another; whereas this regulatory fragmentation and diversity and the costs of navigating cross-border environments are an obstacle in the path of the pan-European financing of companies;

Or. ro

Amendment 11

Axel Voss, Angelika Niebler

Motion for a resolution

Recital A

Motion for a resolution

Amendment

Or. en

Amendment 12

Pascale Piera

Motion for a resolution

Recital A

Motion for a resolution

Amendment

A. whereas start-ups and scale-ups in the digital sector across the Union face widely varying rules from one Member State to another; whereas this regulatory diversity and the costs of navigating unfamiliar environments hinder their capacity to develop;

Or. fr

Amendment 13

Daniel Buda

Motion for a resolution

Recital A a (new)

Motion for a resolution

Amendment

Aa. whereas, as was highlighted by the Commission in its Communication on an EU strategy for start-ups and scale-ups, the establishment and scaling-up of innovative companies in Europe is currently facing significant challenges, especially due to the fragmented regulatory framework at EU level, lower investor risk appetite, the slow uptake of innovative technologies and under-use of public procurement;

Or. ro

Amendment 14

Axel Voss, Angelika Niebler

Motion for a resolution

Recital A a (new)

Motion for a resolution

Amendment

A a. whereas the global business environment increasingly demands agility, digitalisation, and access to diverse markets and talent pools, which many EU companies currently struggle to achieve due to regulatory complexity and inconsistent frameworks;

Or. en

Amendment 15

Daniel Buda

Motion for a resolution

Recital B

Motion for a resolution

Amendment

B. whereas a unified European system could be achieved not only by means of a stand-alone legal act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State;

B. whereas a unified and more efficiently harmonised European system could be achieved not only by means of a stand-alone legal act of the Union but also by introducing a set of rules which operate alongside the national legal system existing in each Member State, without, however, these rules generating additional administrative, bureaucratic and financial burdens, or other types of obstacle in the path of developing enterprises, and especially SMEs;

Or. ro

Amendment 16

Pascale Piera

Motion for a resolution

Recital B

Motion for a resolution

Amendment

B. whereas a set of rules could be introduced which facilitate the recognition of start-ups and scale-ups in the digital sector in each Member State, while preserving national tax and social law regimes;

Or. fr

Amendment 17

Axel Voss, Angelika Niebler

Motion for a resolution

Recital C

Motion for a resolution

Amendment

C. whereas many start-ups and scale-ups in the Union are developing breakthrough technologies; whereas those enterprises are often acquired by foreign enterprises before they mature; whereas such acquisitions are often below the Union’s merger control thresholds;

deleted

Or. en

Amendment 18

Emil Radev

Motion for a resolution

Recital C

Motion for a resolution

Amendment

deleted

Or. en

Amendment 19

Daniel Buda

Motion for a resolution

Recital C

Motion for a resolution

Amendment

C. whereas many start-ups and scale-ups in the Union are developing breakthrough technologies; whereas those innovative enterprises are often acquired by foreign enterprises before they mature; whereas such acquisitions are often below the Union’s merger control thresholds;

Or. ro

Amendment 20

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Recital C a (new)

Motion for a resolution

Amendment

C a. whereas the Union has already adopted legal frameworks for European Companies, European Cooperative Societies and Economic Interest Groupings, which are however not suitable for enabling startups and scaleups to operate more efficiently in the internal market;

Or. en

Amendment 21

Daniel Buda

Motion for a resolution

Recital D

Motion for a resolution

Amendment

D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

D. whereas innovative companies need increased access to venture capital, pan-European mobility, greater opportunities for making exchanges of good practices at European level, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

Or. ro

Amendment 22

Pascale Piera

Motion for a resolution

Recital D

Motion for a resolution

Amendment

D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

D. whereas these innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers and long-term investments;

Or. fr

Amendment 23

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Recital D

Motion for a resolution

Amendment

D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

D. whereas startup and scaleup companies need access to different forms of capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

Or. en

Amendment 24

Axel Voss

Motion for a resolution

Recital D

Motion for a resolution

Amendment

D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, protection against ‘killer acquisitions’ and long-term investments;

D. whereas innovative companies need access to venture capital, pan-European mobility, scalability, high-skilled workers, scientific and research outputs (including data), and long-term investments;

Or. en

Amendment 25

Mario Mantovani

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

Da. whereas corporate law will be only one of the areas that the 28th regime for innovation companies will have to address and whereas the whole area will be governed by modular and complementary legislative proposals covering a number of legislative areas; whereas the areas of tax governance, labour, insolvency and cross-border financial services will be fundamental elements of the 28th regime legislation; whereas they will play a part in the revitalisation of innovation through the setting of efficient, beneficial and attractive legislation that can compete with the best global standards in the sector and with the highest-performing non-European jurisdictions, thereby maintaining and attracting to Europe international risk funding and capital in support of European businesses, start-ups and scale-ups in the sector;

Or. it

Amendment 26

Victor Negrescu

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

D a. whereas social enterprises and companies founded by young or first-time entrepreneurs play a key role in driving innovation, creating social cohesion and contributing to sustainable economic growth, yet often face greater challenges in accessing finance, networks and specialised support; whereas cooperation with universities, research institutes and technology transfer offices can accelerate the lab-to-market process, facilitate access to expertise and infrastructure, and boost the commercialisation of research results;

Or. en

Amendment 27

René Repasi

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

D a. whereas SMEs that are central to the Unions competitiveness, many of which are family-owned businesses face succession challenges; whereas employee ownership models can help address the succession gap in cases where family succession is not viable and thus support long term stability and growth;

Or. en

Amendment 28

Axel Voss, Angelika Niebler

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

D a. whereas facilitating easier access to capital and talent through a simplified and uniform legal framework will enhance the ability of SMEs, start-ups, and scale-ups to compete globally, attract investment, and contribute to job creation and social cohesion within the Union;

Or. en

Amendment 29

Daniel Buda

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

Da. whereas access to capital and digital tools must be flanked by support and facilitation measures for companies in Member States with low levels of digitalisation, and these should include transition periods and multilingual platforms;

Or. ro

Amendment 30

Maravillas Abadía Jover

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

D a. whereas the harmonisation enabled by Articles 50 and 114 TFEU requires the pre-existence of comparable legal forms of companies and, therefore, the possibility of harmonising them within the legal systems of the Member States;

Or. en

Amendment 31

Emil Radev

Motion for a resolution

Recital D a (new)

Motion for a resolution

Amendment

D a. whereas any entity established under the 28th regime should be required to register and maintain its registered office in a Member State of the Union, thus ensuring a strong link with national legal systems;

Or. en

Amendment 32

Axel Voss, Angelika Niebler

Motion for a resolution

Recital D b (new)

Motion for a resolution

Amendment

D b. whereas enhancing legal certainty and predictability for companies operating across Member States is essential to strengthen the Union’s position as a leading location for entrepreneurship, innovation, and sustainable business development;

Or. en

Amendment 33

Maravillas Abadía Jover

Motion for a resolution

Recital D b (new)

Motion for a resolution

Amendment

D b. whereas the adoption of Union legislation in the field of company law may help to put an end to fragmentation in this area;

Or. en

Amendment 34

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 1

Motion for a resolution

Amendment

1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th regime for innovative companies (the ‘28th regime’), which should consist of a legislative proposal for a directive with Articles 50 and 114(1) of the Treaty on the Functioning of the European Union (TFEU) as the legal bases;

1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th regime for startup and scaleup companies (the ‘28th regime’), acknowledges that company law would be a first step for the 28th regime, but stresses the necessity of the 28th regime to cover more regulatory areas in order to be truly attractive for start ups and scale ups;

Or. en

Amendment 35

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 1

Motion for a resolution

Amendment

Or. en

Amendment 36

Mario Mantovani

Motion for a resolution

Paragraph 1

Motion for a resolution

Amendment

1. Welcomes the Commission’s commitment to submit a legislative proposal on a new 28th corporate regime for innovative companies (the ‘28th regime’), which is intended to complete and bolster the European single market in the field of innovation and whose characteristics and objectives require the use of Article 352 TFEU as the legal basis;

Or. it

Amendment 37

Pascale Piera

Motion for a resolution

Paragraph 1

Motion for a resolution

Amendment

1. Notes the Commission’s commitment to submit a legislative proposal on a 28th regime for innovative companies (the ‘28th regime’), which should consist of a legislative proposal for a directive with Article 50 of the Treaty on the Functioning of the European Union (TFEU) as the legal basis;

Or. fr

Amendment 38

Emil Radev

Motion for a resolution

Paragraph 1

Motion for a resolution

Amendment

1. Welcomes the Commission’s commitment to submit a legislative proposal on a 28th regime for innovative companies (the ‘28th regime’), which should consist of a legislative proposal for a regulation with appropriate legal base of the Treaty on the Functioning of the European Union (TFEU);

Or. en

Amendment 39

Pascale Piera

Motion for a resolution

Paragraph 2

Motion for a resolution

Amendment

2. Is firmly opposed to using Article 352(1) TFEU as a legal basis because that would delay the adoption of the legislative proposal due to the requirement for unanimity; is critical about the use of enhanced cooperation as referred to in Article 20 of the Treaty on European Union and Article 329 TFEU or intergovernmental agreements for the purpose of establishing the 28th regime;

deleted

Or. fr

Amendment 40

Mario Mantovani

Motion for a resolution

Paragraph 2

Motion for a resolution

Amendment

deleted

Or. it

Amendment 41

Axel Voss

Motion for a resolution

Paragraph 2

Motion for a resolution

Amendment

deleted

Or. en

Amendment 42

Daniel Buda

Motion for a resolution

Paragraph 2

Motion for a resolution

Amendment

2. Appreciates that the use of Article 352(1) TFEU as a legal basis would delay the adoption of the legislative proposal due to the requirement for unanimity; is critical about the use of enhanced cooperation as referred to in Article 20 of the Treaty on European Union and Article 329 TFEU or intergovernmental agreements for the purpose of establishing the 28th regime;

Or. ro

Amendment 43

Mario Mantovani

Motion for a resolution

Paragraph 2 a (new)

Motion for a resolution

Amendment

2a. Acknowledges that the complexity, heterogeneity and modularity of the regulatory areas that, according to the Commission, the new 28th regime will have to address (corporate law, taxation, insolvency, labour and financial services) may require the use of different legal bases and mechanisms and voting majorities;

Or. it

Amendment 44

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 2 a (new)

Motion for a resolution

Amendment

2 a. nevertheless, believes that if a possibility exists under Article 114 TFEU as a legal basis to have a Regulation without needing unanimity, such option should strongly be explored;

Or. en

Amendment 45

Mario Mantovani

Motion for a resolution

Paragraph 2 b (new)

Motion for a resolution

Amendment

2b. Believes that the general requirements for uniformity, efficiency, consistency, and legislative certainty required by international innovation operators, start-ups, scale-ups and sector investors make it necessary and preferable to use a regulation rather than a directive as the legislative instrument;

Or. it

Amendment 46

Pascale Piera

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

3. Acknowledges the fact that Articles 50 and 114(1) TFEU require harmonisation measures in company law that necessitate implementation in the national law of Member States; considers that maximum harmonisation is to be preferred in this case in order to ensure uniform rules in all Member States;

deleted

Or. fr

Amendment 47

Mario Mantovani

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

deleted

Or. it

Amendment 48

Axel Voss

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

deleted

Or. en

Amendment 49

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

Or. en

Amendment 50

Daniel Buda

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

3. Acknowledges the fact that Articles 50 and 114(1) TFEU require harmonisation measures in company law that necessitate implementation in the national law of Member States; considers that the most efficient possible harmonisation is to be preferred in this case in order to ensure as balanced as possible rules in all Member States, without creating additional administrative or financial barriers for enterprises;

Or. ro

Amendment 51

Lukas Mandl

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

3. Acknowledges the fact that Articles 50 and 114(1) TFEU require harmonisation measures in company law that necessitate implementation in the national law of Member States; considers that maximum harmonisation, without prejudice to established standards such as employee rights or national form requirements, is to be preferred in this case in order to ensure uniform rules in all Member States;

Or. en

Amendment 52

Emil Radev

Motion for a resolution

Paragraph 3

Motion for a resolution

Amendment

3. Acknowledges the fact that Articles 50 and 114(1) TFEU require harmonisation measures in company law that necessitate implementation in the national law of Member States; considers that maximum harmonisation with a regulation is to be preferred in this case in order to ensure uniform rules in all Member States;

Or. en

Amendment 53

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 3 a (new)

Motion for a resolution

Amendment

3 a. Reiterates that the 28th regime can only be a truly beneficial alternative for start-ups and scale ups if it offers harmonisation to a great extent; calls in that regard on the Commission to, in a next stage, include financial, sectorial policies in the 28th regime, such as VAT rules, financial market regulations and corporate taxation, in line with already agreed Union decisions;

Or. en

Amendment 54

Pascale Piera

Motion for a resolution

Paragraph 3 a (new)

Motion for a resolution

Amendment

3a. Notes that Article 114(1) TFEU is not an appropriate legal basis in the context of legislation which primarily concerns company law;

Or. fr

Amendment 55

Pascale Piera

Motion for a resolution

Paragraph 4

Motion for a resolution

Amendment

4. Considers the 28th regime as a step towards further deepening the internal market and greater European integration;

4. Considers that the 28th regime should enable European start-ups and scale-ups in the digital sector to develop within the internal market;

Or. fr

Amendment 56

Daniel Buda

Motion for a resolution

Paragraph 4

Motion for a resolution

Amendment

4. Considers the 28th regime as a step towards further deepening the internal market and greater European integration;

4. Considers the 28th regime as a step towards further deepening the internal market, greater European integration and restoring the EU's competitive powers;

Or. ro

Amendment 57

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 5

Motion for a resolution

Amendment

5. Reiterates that companies which voluntarily opt in to the 28th regime should be bound by its rules;

5. Reiterates that companies which voluntarily opt in to the 28th regime should be bound by its rules and considers that the regime should allow companies to opt in whenever they are ready to grow, without requiring them to abandon their existing legal form;

Or. en

Amendment 58

Emil Radev

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for weaker parties; underlines that the 28th regime must not become a vehicle to undermine existing levels of protection; insists that safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

7. considers that safeguards should be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Or. en

Amendment 59

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for weaker parties; underlines that the 28th regime must under no circumstances become a vehicle to reduce, weaken or circumvent existing levels of protection; insists that clear, binding and effectively monitored safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the systematic application of mandatory domestic rules without exception;

Or. fr

Amendment 60

Daniel Buda

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. underlines that the 28th regime must not become a vehicle to undermine existing levels of protection at Member State level and at EU level; insists that safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Or. ro

Amendment 61

Pascale Piera

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for weaker parties; stresses the need for action being taken to avoid any social or fiscal dumping; underlines that the 28th regime must not become a vehicle to undermine existing levels of protection; insists that safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Or. fr

Amendment 62

Lukas Mandl

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory rules aimed at the protections of public interest and legal certainty, in particular for weaker parties; underlines that the 28th regime must not become a vehicle to undermine existing levels of protection; insists that safeguards be set out by way of substantive rules which have a high level of protection and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Or. en

Amendment 63

Lukas Mandl

Motion for a resolution

Paragraph 7

Motion for a resolution

Amendment

7. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for weaker parties; underlines that the 28th regime must not become a vehicle to undermine existing levels of protection; insists that safeguards be set out by way of substantive rules which have a high level of protection such as national form requirements and by way of conflict-of-law rules which ensure the application of mandatory domestic rules;

Or. en

Amendment 64

Mario Mantovani

Motion for a resolution

Paragraph 7 a (new)

Motion for a resolution

Amendment

7a. Takes the view that establishing a new 28th regime for innovation companies is essential to the revitalisation of European competitiveness and growth, and believes that it and any connected regulatory and executive measures should be approved with the utmost urgency;

Or. it

Amendment 65

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 7 a (new)

Motion for a resolution

Amendment

7 a. Calls on the Commission to foresee an assessment with potential review of the 28th regime, including an assessment of how often startups and scaleups make use of it, whether it is fit for purpose and if it is adapted to companies and societal needs;

Or. en

Amendment 66

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Subheading 2

Motion for a resolution

Amendment

The 28th regime for innovative companies

The 28th regime: A new legal framework for startups and scaleups

Or. en

Amendment 67

Pascal Canfin, Laurence Farreng

Motion for a resolution

Subheading 2

Motion for a resolution

Amendment

The 28th regime for innovative companies

The 28th regime company law framework

Or. en

Amendment 68

René Repasi

Motion for a resolution

Subheading 2

Motion for a resolution

Amendment

The 28th regime for innovative companies

The 28th regime legal framework

Or. en

Amendment 69

Mario Mantovani

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

8. Takes the view – as the Commission has stated – that the 28th regime is a modular regulatory project covering a number of legislative areas, to be applied through complementary and separate legislative measures and with a number of legal bases, and that it will not be limited to corporate law rules alone, but will address and establish additional aspects and policies fundamental to the revitalisation of innovation and European competitiveness in the sector, in particular:

- attractive tax governance for innovation businesses, start-ups and scale-ups, so that they can attract capital and international investors, compete with particularly competitive foreign jurisdictions and help the growth and independence of the European sector;

- incentivising – with the aim of retaining talent and professionals in Europe – forms of employee ownership of stock in innovative companies and to apply advantageous tax regimes to those companies and the connected remuneration, recognising their status as capital gains at EU level;

- providing genuine proximity and circularity among universities, start-ups, registration and intellectual property protection bodies, businesses, investment funds and venture capital, with a view to making the commercialisation of strategic projects and high-value innovative ideas available and operational immediately;

- providing start-ups and innovative companies with European bridge resources and funding that can support their development in the stage immediately before their commercial deployment;

- further – and as a matter of necessity – increasing the European Innovation Fund to a level that can exceed the investments of individual states and generate a volume of public spending sufficient to grow a European route to innovation that can compete with major global players in the sector;

- furthering the single market and the European capital market and forms of administrative simplification;

Or. it

Amendment 70

Daniel Buda

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

8. Is of the opinion that the 28th regime should mainly concern company law rules and that only limited liability companies not listed on the stock market should be able to participate in it; considers that the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms; this set of rules should conform to the acquis applicable to limited liability companies and come within the scope of Directive (EU)2017/1132, Directive 2009/102/EC and Directive 2013/34/EU;

Or. ro

Amendment 71

Lukas Mandl

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

8. Is of the opinion that the 28th regime should mainly concern company law rules and that only limited liability companies not listed on the stock market should be able to participate in it; considers that the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms, being subject to the already established EU acquis for limited liability companies, as listed in Directive (EU) 2017/1132, Directive 2009/102/EC, and Directive 2013/34/EU,

Or. en

Amendment 72

Pascale Piera

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

8. Is of the opinion that the 28th regime should mainly concern company law rules and that only limited liability companies in the digital sector which are not listed on the stock market should be able to participate in it; considers that the 28th regime should be a set of rules that must be incorporated into existing or new national corporate forms;

Or. fr

Amendment 73

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

Or. en

Amendment 74

Emil Radev

Motion for a resolution

Paragraph 8

Motion for a resolution

Amendment

Or. en

Amendment 75

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 8 a (new)

Motion for a resolution

Amendment

8 a. Calls on the Commission to properly define the notions of “startup” and “scaleup” on the basis of what is currently used in Member States as well as by international organisations, including the OECD;

Or. en

Amendment 76

Mario Mantovani

Motion for a resolution

Paragraph 8 a (new)

Motion for a resolution

Amendment

8a. Takes the view that the 28th regime should not be limited exclusively to limited liability companies but should also be open to listed companies;

Or. it

Amendment 77

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 9

Motion for a resolution

Amendment

9. Proposes naming the corporate form covered by the 28th regime the ‘European Start-Up and Scale-Up’ company (ESSU); calls for the abbreviation ‘ESSU’ to be added to existing national corporate form abbreviations;

9. Proposes naming the corporate form covered by the 28th regime the Simplified European Status (SES)’; calls for the abbreviation ‘SES’ to be added to existing national corporate form abbreviations;

Or. en

Amendment 78

Emil Radev

Motion for a resolution

Paragraph 10

Motion for a resolution

Amendment

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination;

deleted

Or. en

Amendment 79

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 10

Motion for a resolution

Amendment

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination;

10. Underlines that the 28th regime is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination; stresses that consideration should be given to the need for any ESSU to introduce mandatory employee participation on the board of directors or supervisory board, in accordance with the arrangements laid down in national law; considers that a level of employee representation of at least one third of the seats is necessary, without prejudice to more protective national provisions; considers it essential to guarantee the free election of employee representatives, their protection against reprisals and the provision of the necessary means for the exercise of their mandate;

Or. fr

Amendment 80

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 10

Motion for a resolution

Amendment

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination;

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination; stresses that protection of all existing workers rights and flexible protections is needed;

Or. en

Amendment 81

René Repasi

Motion for a resolution

Paragraph 10

Motion for a resolution

Amendment

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of individual and collective labour law and the rules on employee codetermination;

10. Underlines that the 28th regime’ is without prejudice to Union and national law in the area of labour and social law, including rules on employee codetermination;

Or. en

Amendment 82

Maravillas Abadía Jover

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. Highlights the need to simplify company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an ESSU to be completed within 48 hours; calls for the possibility to submit company documents online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration of an ESSU; considers that digital procedures, such as digital meetings for general assemblies and board meetings, should be possible; Member States may draw on existing models that provide for simplified and expedited procedures for company creation, interoperable with other public services such as social security or tax authorities, as well as models for the submission of applications to national company registers, in order to streamline the procedures faced by companies, in particular SMEs, while ensuring legal certainty;

Or. en

Amendment 83

Daniel Buda

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. Highlights the need to simplify company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an ESSU to be completed within 48 hours; calls for the possibility to submit company documents online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration of an ESSU; considers that digital procedures, such as digital meetings for general assemblies and board meetings, should be possible, calls for the automation of the registration process through the incorporation of AI technologies and for interoperability with pertinent national and European databases, so as to reduced the administrative burden for founders;

Or. ro

Amendment 84

Lukas Mandl

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. In line with Directive (EU) 2025/25, highlights the need for simple and reliable company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an ESSU to be completed within 48 hours; calls for the possibility to submit company documents online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration of an ESSU; considers that digital procedures, such as digital meetings for general assemblies and board meetings, should be possible;

Or. en

Amendment 85

Emil Radev

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. Highlights the need to simplify and to ensure an online company formation and registration; calls for procedural complexity to be reduced and for the online registration procedure for creating an ESSU to be completed within 24 hours; calls for the possibility to submit company documents and disclose information online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration of an ESSU; calls for digital procedures, such as digital meetings for general assemblies and board meetings, to be allowed;

Or. en

Amendment 86

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. Highlights the need to simplify and digitalise company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an ESSU to be completed digitally within 48 hours; calls for the possibility to submit company documents online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration and administration of an ESSU; calls for the possibility of digital procedures, such as digital meetings for general assemblies and board meetings;

Or. en

Amendment 87

Mario Mantovani

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

Or. it

Amendment 88

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 11

Motion for a resolution

Amendment

11. Highlights the need to simplify company formation and registration; calls for procedural complexity to be reduced and for the registration procedure for creating an SES to be completed within 48 hours; calls for the possibility to submit company documents online throughout the lifecycle of the corporate form and for the full implementation of the ‘once only’ principle for the registration of an SES ; considers that digital procedures, such as digital meetings for general assemblies and board meetings, should be possible;

Or. en

Amendment 89

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 11 a (new)

Motion for a resolution

Amendment

11 a. Calls in addition for a full implementation and assessment of existing Union legislation regarding the use of digital tools in company law, in particular Directives (EU) 2019/1151 and (EU) 2025/25, as well as for further digitalisation and automation of reports to authorities to be a core priority in the work on regulatory simplification in the Union;

Or. en

Amendment 90

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 11 a (new)

Motion for a resolution

Amendment

11 a. Stresses that the creation of the ESSU should be fully integrated with the planned Union-wide business wallet to ensure seamless digital interactions for companies across Member States; underlines that such connection will facilitate streamlined access to essential digital services including company registration, filings, and transactions;

Or. en

Amendment 91

Victor Negrescu

Motion for a resolution

Paragraph 11 a (new)

Motion for a resolution

Amendment

11 a. Calls for the establishment of an EU-wide standard fee regime for banking and notarial services directly linked to the incorporation and basic operations of an ESSU, ensuring costs remain proportionate, transparent and do not exceed the level set under the ESSU framework across all Member States;

Or. en

Amendment 92

Emil Radev

Motion for a resolution

Paragraph 11 a (new)

Motion for a resolution

Amendment

11 a. Calls for the issuance of a European ESSU Certificate, to be recognised in all Member States, at the time of its issuance, of the company's establishment and of the essential information held in the company’s registration register.

Or. en

Amendment 93

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for the creation of a uniform Union-level digital company register to serve as a direct entry point for registering SESs, complementing and extending the existing Business Register Interconnection System (BRIS), making it directly accessible to the public and integrated with national business registries; expects this company register to also allow for the storage of documents needed for the SES’ registration and its ‘prove-it-once’ principle, as well as for national certifications, which could later be recognised in all Member States in order to increase passporting of certifications; underlines that the platform must be multilingual and support cross-border operability;

Or. en

Amendment 94

Pascale Piera, Ernő Schaller-Baross

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for the creation of a uniform Union-level digital company register to serve as a direct entry point for registering ESSUs, complementing and extending the existing Business Register Interconnection System (BRIS); stresses that companies must not be allowed to circumvent national registration requirements and that the participation of lawyers and/or notaries in registration procedures must be mandatory in order to ensure legality and prevent money laundering;

Or. fr

Amendment 95

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for the creation of a uniform Union-level digital company register to serve as a direct entry point for registering ESSUs, complementing and extending the existing Business Register Interconnection System (BRIS); stresses, furthermore, the need to attach to it a publicly accessible transparency register ensuring the publication of information on beneficial ownership, ownership structures and tax practices, in order to avoid any opacity or abuse;

Or. fr

Amendment 96

Maravillas Abadía Jover

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for complementing and extending the existing Business Register Interconnection System (BRIS); as the main digital tool for the registration and interconnection of ESSUs across the Union; emphasizes that, in order to enhance its efficiency, BRIS could be linked to various databases operated by the Commission or Union agencies, including those related to intellectual property, such as trademarks and designs;

Or. en

Amendment 97

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for the creation of a uniform Union-level digital direct entry point for registering ESSUs, complementing and extending the existing Business Register Interconnection System (BRIS); stresses that this entry point should build on and, where appropriate, revamp the existing e-Justice Portal in order to provide a user-friendly, multilingual, and secure interface for cross-border company procedures;

Or. en

Amendment 98

Lukas Mandl

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for further extending the existing Business Register Interconnection System (BRIS);

Or. en

Amendment 99

Daniel Buda

Motion for a resolution

Paragraph 12

Motion for a resolution

Amendment

12. Calls for the creation of an access point on the EU's e-Justice portal, to cover the whole of the Union and serve as a one-stop shop for registering ESSUs, complementing and extending the existing Business Register Interconnection System (BRIS);

Or. ro

Amendment 100

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 12 a (new)

Motion for a resolution

Amendment

12 a. Calls to establish an online-based company house platform to facilitate secure digital processes, including verifiable credentials and the e-signature of documents (also by notaries), the sale and allocation of shares, the creation and adoption of board resolutions, and the provision of e-invoicing services; stresses that this platform should enable the portability of certifications, licences, and authorisations granted in one Member State to be recognised and used across the Union, in accordance with applicable Union and national law; highlights that such digital tools will enhance legal certainty, reduce administrative burdens, and promote the seamless operation of companies within the internal market.

Or. en

Amendment 101

Victor Negrescu

Motion for a resolution

Paragraph 12 a (new)

Motion for a resolution

Amendment

12 a. Calls for the ESSU framework to ensure that all required legal and fiscal documents are submitted once, at the point of registration, via the Union-level digital company register, and made accessible to all competent national authorities through secure interconnection systems, so that such documents shall not be repeatedly requested from the company throughout its lifecycle; calls for companies registering as an ESSU to be allowed to submit required legal and fiscal documents in any official language of the Union;

Or. en

Amendment 102

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 12 a (new)

Motion for a resolution

Amendment

12a. Stresses the need to establish an EU-wide transparency register, interconnected with the digital company register and the BRIS, ensuring the disclosure of information on beneficial ownership, ownership structures and corporate tax returns; insists that the register be publicly accessible, regularly updated and backed by control mechanisms and effective and dissuasive penalties for non-compliance;

Or. fr

Amendment 103

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 13

Motion for a resolution

Amendment

13. Calls for the further development and adaptation of a single Union company identifier linked to the Union register to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion; encourages the European Commission to work on interoperability with global initiatives for company identifier;

Or. en

Amendment 104

Axel Voss

Motion for a resolution

Paragraph 13

Motion for a resolution

Amendment

13. Calls for the further development and adaptation of a Union company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion; stresses that this would enable companies to securely store and share verifiable credentials with authorities across the Union;

Or. en

Amendment 105

Mario Mantovani

Motion for a resolution

Paragraph 13

Motion for a resolution

Amendment

13. Calls for support for and the completion of the development of a Union company identifier linked with the EU register to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion;

Or. it

Amendment 106

Emil Radev

Motion for a resolution

Paragraph 13

Motion for a resolution

Amendment

Or. en

Amendment 107

Mario Mantovani

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

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

14. Considers that the possibility to register as an ESSU should not be limited to a new category of ‘innovative companies’;

Or. it

Amendment 108

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

Or. en

Amendment 109

Pascale Piera

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

14. Considers that the possibility to register as an ESSU should be limited to start-ups and scale-ups in the digital sector; clarifies that it should only be possible for natural or legal persons that are resident or established in the Union to establish an ESSU;

Or. fr

Amendment 110

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

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

Or. en

Amendment 111

Emil Radev

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

14. Considers that registration as an ESSU should be possible either through the incorporation of a new company in the ESSU form or through the conversion of an existing company of a different legal form into an ESSU;

Or. en

Amendment 112

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 14

Motion for a resolution

Amendment

14. Considers that the possibility to register as a SES should not be limited to a new category of ‘innovative companies’ or to other limiting factors; warns that creating such a new category would add unnecessary red tape; calls on the Commission to work on a solution to allow non-residents to establish a SES on a similar model to the e-Residency program available in Estonia;

Or. en

Amendment 113

René Repasi

Motion for a resolution

Paragraph 15

Motion for a resolution

Amendment

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

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

Or. en

Amendment 114

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 15

Motion for a resolution

Amendment

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

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

Or. en

Amendment 115

Emil Radev

Motion for a resolution

Paragraph 15

Motion for a resolution

Amendment

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

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

Or. en

Amendment 116

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

16. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an ESSU; underlines that the seat and registered office may be in different Member States; further emphasises that an ESSU should be able to transfer its registered seat to another Member State within the Union without requiring dissolution or re-incorporation, in accordance with harmonised procedures ensuring continuity of legal personality;

Or. en

Amendment 117

René Repasi

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

16. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an ESSU; underlines that the seat and registered office may be in different Member States provided the company maintains a genuine link with the legal and tax jurisdiction of its registered seat and unless coupling both is necessary for the protection of overriding public interests;

Or. en

Amendment 118

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

16. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as a SES; underlines that the seat and registered office may be in different Member States provided that the company maintains a real and verifiable link with the legal and tax jurisdiction of its registered seat;

Or. en

Amendment 119

Mario Mantovani

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

Or. it

Amendment 120

Lukas Mandl

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

16. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an ESSU;

Or. en

Amendment 121

Emil Radev

Motion for a resolution

Paragraph 16

Motion for a resolution

Amendment

16. Stresses that the registered seat of an ESSU must be in one of the 27 Member States; underlines that the seat and registered office may be in different Member States;

Or. en

Amendment 122

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 17

Motion for a resolution

Amendment

deleted

Or. en

Amendment 123

Emil Radev

Motion for a resolution

Paragraph 17

Motion for a resolution

Amendment

deleted

Or. en

Amendment 124

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 17

Motion for a resolution

Amendment

17. Underlines that productivity growth, innovation and social inclusion must go hand-in-hand; stresses that SES should be given the right to create an employee stock option plan for its employees to attract better talent and for employees to gain an ownership interest in the company; underlines that this regime should not be a harmonisation of fiscal policy but rather a harmonisation of the possibility for employees to have a progressive stock option plan without touching at the fiscal rate under which potential benefits are taxed; recommends that the stock options should be recognised as capital gains; asks the Commission to work on establishing an Union-level valuation safe harbour; underlines that such instrument is the first demand from entrepreneurs who are struggling to give the same benefits to their employees across the single market;

Or. en

Amendment 125

Mario Mantovani

Motion for a resolution

Paragraph 17

Motion for a resolution

Amendment

17. Underlines that productivity growth, innovation and social inclusion must go hand-in-hand and calls for the establishment of further measures to support the innovation sector; calls on the Commission, to that end, to present as soon as possible a proposal for a common European system of facilitated tax governance for ESSU and for employee stock ownership plans of an ESSU, so that they can acquire a stake in the enterprise; takes the view, in this context, that stock options and the proceeds from employee share participation in the company should be recognised as capital gains and, as such, safeguarded at the EU level;

Or. it

Amendment 126

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 17

Motion for a resolution

Amendment

17. Underlines that productivity growth, innovation and social inclusion must go hand-in-hand; is of the view that consideration should be given to the creation of employee stock ownership plans for employees of an ESSU so that they can gain an ownership interest in the company, while ensuring this feeds into a more democratic work environment, is non-discriminatory, does not substitute collective bargaining for wages and has a low threshold for employees to access such ownership plan;

Or. en

Amendment 127

Victor Negrescu

Motion for a resolution

Paragraph 17 a (new)

Motion for a resolution

Amendment

17 a. Stresses that the ESSU framework should facilitate partnerships with universities, research institutes and technology transfer offices to accelerate the lab-to-market process, provide access to research infrastructure and expertise, and support the commercialisation of research results;

Or. en

Amendment 128

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 17 a (new)

Motion for a resolution

Amendment

17 a. Calls furthermore for the promotion of cooperative business models within the 28th regime as a valuable option for more democratic ownership interest in the company;

Or. en

Amendment 129

Victor Negrescu

Motion for a resolution

Paragraph 17 b (new)

Motion for a resolution

Amendment

17 b. Calls for the legislative proposal to grant additional benefits to social enterprises and companies founded by young or first-time entrepreneurs registering as an ESSU, such as priority access to relevant Union and national funding instruments, tailored mentorship and training programmes, optional safeguards for a social mission;

Or. en

Amendment 130

Victor Negrescu

Motion for a resolution

Paragraph 17 c (new)

Motion for a resolution

Amendment

17 c. Calls for the ESSU digital platform to integrate AI-driven compliance tools providing companies with real-time alerts on relevant Union and national regulatory changes, automated assistance with reporting obligations, and guidance to reduce administrative burdens and improve legal certainty;

Or. en

Amendment 131

Victor Negrescu

Motion for a resolution

Paragraph 17 d (new)

Motion for a resolution

Amendment

17 d. Recommends the establishment of a Union-level regulatory sandbox within the ESSU framework to enable companies to pilot innovative products, services or business models in a controlled environment, with temporary regulatory flexibility, proportionate safeguards and the involvement of competent authorities;

Or. en

Amendment 132

Emil Radev

Motion for a resolution

Subheading 3

Motion for a resolution

Amendment

Safeguards

deleted

Or. en

Amendment 133

Pascal Canfin, Laurence Farreng

Motion for a resolution

Subheading 3

Motion for a resolution

Amendment

Safeguards

Optional forms of steward ownership

Or. en

Amendment 134

Pascale Piera

Motion for a resolution

Paragraph 18

Motion for a resolution

Amendment

18. Underlines the need to protect European innovative companies from ‘killer acquisitions’ and to prevent the relocation of innovation, often supported by European public research funds, to outside of the Union; considers merger regulation as insufficient to address the issue of ‘killer acquisitions’; calls for including optional forms of steward ownership, asset locks and different classes of shares, especially dual-class shares, including veto shares, as part of the legislative proposal;

deleted

Or. fr

Amendment 135

Emil Radev

Motion for a resolution

Paragraph 18

Motion for a resolution

Amendment

deleted

Or. en

Amendment 136

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 18

Motion for a resolution

Amendment

deleted

Or. en

Amendment 137

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 18

Motion for a resolution

Amendment

18. Calls for including optional forms of steward ownership, asset locks and different classes of shares, especially dual-class shares, including veto shares, as part of the legislative proposal in order to protect European companies that wish to do so from ‘killer acquisitions’ and relocation;

Or. en

Amendment 138

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 18

Motion for a resolution

Amendment

18. Underlines the need to protect European companies, in particular SMEs and startups, from ‘killer acquisitions’ and to prevent the relocation of innovation, often supported by European public research funds, to outside of the Union; considers merger regulation as insufficient to address the issue of ‘killer acquisitions’; calls for including optional forms of steward ownership, asset locks, business transfers to employees under the cooperative form (Workers Buyouts) and different classes of shares, especially loyalty shares and dual-class shares, including veto shares, as part of the legislative proposal;

Or. en

Amendment 139

René Repasi

Motion for a resolution

Paragraph 18 a (new)

Motion for a resolution

Amendment

18 a. Invites the Commission to consider, as part of the initiatives completing the 28th regime, additional provisions on mergers of ESSU with third-country undertakings;

Or. en

Amendment 140

Emil Radev

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 141

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 142

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

19. Is concerned about the risk of undermining the existing standards for the protection of the weaker party in the national legal orders of the Member States; stresses the need to rigorously prevent any regression and to ensure that protection standards can never be circumvented, weakened or used for competitive purposes; insists on the establishment of effective control mechanisms and dissuasive penalties to ensure strict compliance with protection standards;

Or. fr

Amendment 143

Lukas Mandl

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

19. Is concerned about the risk of undermining the existing standards on national and/or European level, fostering legal certainty as well as protecting for the protection of public interest, such as preventing money laundering, respecting EU sanction regimes as well as protecting the weaker party in the national legal orders of the Member States;

Or. en

Amendment 144

René Repasi

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

19. Is concerned about the risk of undermining the existing standards for the protection of the weaker party in the national legal orders of the Member States; reiterates that any ESSU must comply with the requirements set by national and Union labour law;

Or. en

Amendment 145

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 19

Motion for a resolution

Amendment

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

19. Stresses the need to not undermine the existing standards for the protection of the weaker party in the national legal orders of the Member States;

Or. en

Amendment 146

Emil Radev

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

deleted

Or. en

Amendment 147

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

deleted

Or. en

Amendment 148

René Repasi

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

20. Considers the use of conflict-of-law rules as a more appropriate way of addressing the protection of the weaker party than substantive rules in the new legislative proposal; calls for matters relating to employee codetermination to be determined by the national law of the place of employment of the employees of the company; if a company has employees in multiple Member States, the applicable law is the place of employment of the highest amount of employees; once the amount of employees of the company exceeds the amount of 500 in a Member State other than the Member State where the company was originally registered, the registered seat of the company is transferred into the Member State of employment;

Or. en

Amendment 149

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

20. Considers the use of conflict-of-law rules as a more appropriate way of addressing the protection of the weaker party than substantive rules in the new legislative proposal; stresses, however, that such rules must ensure a level of protection equivalent to the highest national standards; calls for matters relating to employee codetermination to be determined by the law of the real seat of the company, which is the place of the company’s central management; insists that this principle be applied strictly and without the possibility of artificial circumvention by legal or tax arrangements;

Or. fr

Amendment 150

Lukas Mandl

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

Or. en

Amendment 151

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 20

Motion for a resolution

Amendment

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

Or. en

Amendment 152

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 a (new)

Motion for a resolution

Amendment

20a. Urges the Commission to carry out and publish, together with the presentation of any new legislative proposal for the 28th regime, a comprehensive and transparent impact assessment, assessing in particular the social, tax and legal consequences, as well as the risks of circumvention or weakening of national protection standards;

Or. fr

Amendment 153

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 20 a (new)

Motion for a resolution

Amendment

20 a. Stresses that the 28th should not lead to the creation of shelf-ESSUs and an increase of letterbox companies;

Or. en

Amendment 154

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 20 b (new)

Motion for a resolution

Amendment

20 b. Considers that a company that is subject to administrative or legal proceedings regarding alleged infringements of legislation regarding fraud, tax or social security evasion or corporate sustainability, or for which the infringement of such legislation has been officially established, should not be allowed to apply for the ESSU status; they should only be allowed to do so once the proceedings are finalised and no infringement has been established or the established infringements have been fully remediated;

Or. en

Amendment 155

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 c (new)

Motion for a resolution

Amendment

20c. Calls on the Commission to carry out a regular evaluation, at least every two years, of the implementation and effects of the 28th regime; stresses that this evaluation must include the social, tax and legal impact, as well as compliance with national standards on employee protection; insists that the results of these evaluations be published in a transparent manner and debated in the European Parliament in order to ensure ongoing democratic scrutiny;

Or. fr

Amendment 156

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 20 c (new)

Motion for a resolution

Amendment

20 c. Calls on the commission to establish a Union-wide supervisory and enforcement system within the Commission or a designated independent body for the oversight of the implementation of the 28th regime and the relevant EU legislation, with clearly defined functions in accordance with the right to good administration;

Or. en

Amendment 157

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 d (new)

Motion for a resolution

Amendment

20d. Calls on the Commission to consider the need to establish a harmonised floor for mandatory employee participation in the administrative or supervisory bodies of ESSUs; calls, therefore, for control mechanisms and effective, proportionate and dissuasive penalties for non-compliance, including the refusal to register the relevant amendments to the articles of association until they are brought into compliance; sets a threshold of 250 employees (full-time equivalents) above which the representation of employees is at least one third of the seats, without prejudice to more favourable thresholds or proportions provided for in national law; points out that, for transnational groups and structures, the workforce is assessed on a consolidated basis at EU level; insists on transparent, non-discriminatory and informed election or appointment procedures, as well as training, delegation time and access to necessary information;

Or. fr

Amendment 158

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 e (new)

Motion for a resolution

Amendment

20e. Considers that the proposal on the 28th regime should be accompanied by recommendations on the introduction of a minimum charter of social rights applicable to all ESSUs, ensuring, inter alia, effective compliance with EU and national rules on workers’ protection and rights; stresses the need to consider the establishment of control mechanisms and effective penalties in the event of violations, and that these rights cannot under any circumstances be circumvented or reduced by recourse to the 28th regime;

Or. fr

Amendment 159

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 f (new)

Motion for a resolution

Amendment

20f. Considers that the proposal on the 28th regime should be accompanied by additional measures, such as a social non-regression clause, in order to avoid circumvention or weakening of more protective social rules applicable in the country of origin; stresses that any application for ESSU registration must be accompanied by a certificate demonstrating compliance with the most protective national social rules; insists that the competent authorities systematically check such compliance before authorising registration; stresses that where any violation is identified it must lead to the annulment of the registration or removal from the register, accompanied by proportionate and dissuasive penalties;

Or. fr

Amendment 160

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 g (new)

Motion for a resolution

Amendment

20g. Draws attention in this context to the need to assess the necessity of accompanying the proposal on the 28th regime with guidelines drawn up by the Commission in order to ensure a fair sharing of productivity and innovation gains, which should benefit all employees and should not be limited to employee stock ownership plans (ESOPs); insists that a wage indexation mechanism be put in place and that such indexation complement, not replace, existing basic salaries and social rights; calls on the Commission to draw up, in consultation with the social partners, harmonised guidelines to ensure the consistent and verifiable implementation of this mechanism;

Or. fr

Amendment 161

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 h (new)

Motion for a resolution

Amendment

20h. Establishes the automatic creation of a European Works Council (EWC) in any ESSU with more than 50 employees in the Union; stresses that the EWC must have effective rights to information, consultation and internal communication; stresses that these provisions should not limit more favourable rights under national law and should be considered as a minimum basis applicable to all ESSUs;

Or. fr

Amendment 162

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 i (new)

Motion for a resolution

Amendment

20i. Imposes an obligation on all ESSUs to publish annually, in a publicly accessible manner and free of charge, a country-by-country report indicating at least: the profits made, the taxes and social contributions actually paid, public subsidies or support received, and the number of full-time equivalent employees; stresses that this information must be verified by an independent auditor, filed in the EU digital register and made comparable between Member States; stresses that any omission or false declaration must give rise to dissuasive penalties and a possible suspension of ESSU status;

Or. fr

Amendment 163

Arash Saeidi

on behalf of The Left Group

Motion for a resolution

Paragraph 20 j (new)

Motion for a resolution

Amendment

20j. Prohibits the ESSU registration of any company which directly or indirectly owns subsidiaries, branches or related entities located in non-cooperative tax jurisdictions included in the EU list; stresses that the registration or maintenance of ESSU status is subject to a certified annual declaration demonstrating the absence of such structures; calls for systematic checks by the competent authorities and automatic removal from the register in the case of non-compliance; stresses that this prohibition is essential to ensure the credibility and integrity of the 28th regime;

Or. fr

Amendment 164

Lukas Mandl

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 165

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements, articles of association and other foundational and operational templates specifically tailored for ESSUs, to ensure legal clarity, ease of cross-border use, and investor familiarity; recommends that these model documents serve as default templates within the ESSU registration process; recommends that it shall be possible to vary from the model documents to take into account specific business requirements;

Or. en

Amendment 166

Mario Mantovani

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the development and adoption of model documents to be used within the entire Union for shareholder agreements and corporate documentation; calls for those models to be specifically studied for the ESSU with a view to providing legal clarity, ease of cross-border use, and familiarity with investors; recommends that those model documents serve as default templates in the ESSU registration process;

Or. it

Amendment 167

Daniel Buda

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements and articles of association, and requests that this model be made available in an interoperable digital format that supports advanced electronic signature and automatic processing by companies' record-keeping systems;

Or. ro

Amendment 168

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements and articles of association to ensure legal clarity and ease of cross-border practices to attract investors; recommends that the model documents are available by default as template during the registration process of an SES;

Or. en

Amendment 169

Pascale Piera

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements and articles of association, drawn up in the official language of the Member State in which the company operates;

Or. fr

Amendment 170

René Repasi

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of model documents to be used within the entire Union for shareholder agreements and articles of association and the use of and compliance with which is monitored by the Union-level company registry;

Or. en

Amendment 171

Emil Radev

Motion for a resolution

Paragraph 21

Motion for a resolution

Amendment

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

21. Calls for the elaboration of standardised multilingual model documents to be used by ESSU within the entire Union for shareholder agreements and articles of association;

Or. en

Amendment 172

René Repasi

Motion for a resolution

Paragraph 22

Motion for a resolution

Amendment

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

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

Or. en

Amendment 173

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 22 a (new)

Motion for a resolution

Amendment

22 a. Underlines the need for alternative paths for access to capital; stresses the need for alternative financing models to attract talent in early stages of the company; calls for including optional forms of steward ownership, asset locks and different classes of shares, including dual class shares, veto shares and preferred shares, as part of the legislative proposal;

Or. en

Amendment 174

Kira Marie Peter-Hansen

on behalf of the Verts/ALE Group

Motion for a resolution

Paragraph 22 a (new)

Motion for a resolution

Amendment

22 a. Reiterates that access to finance should not be limited to venture capital, but should also cover other types of investments, including equity and social impact investments, pension schemes and public investment funds, in order to ensure the necessary access to capital and take into account the characteristics of different company forms.

Or. en

Amendment 175

Victor Negrescu

Motion for a resolution

Paragraph 22 a (new)

Motion for a resolution

Amendment

22 a. Draws the attention of the Commission to the need to assess, as part of the 28th regime initiatives, the feasibility of introducing an EU-wide coordinated tax treatment for ESSUs, including the deferral of corporate tax on reinvested profits in R&D, innovation and scale-up activities, to avoid double taxation and ensure fiscal neutrality across all Member States;

Or. en

Amendment 176

Pascal Canfin, Laurence Farreng

Motion for a resolution

Paragraph 22 a (new)

Motion for a resolution

Amendment

22 a. Highlights that the proposal should overall bring clarity to European and foreign investors to invest cross-border with harmonised rules; calls for capital attractiveness to SES companies to be assessed as a measurement of the success of the company forms;

Or. en

Amendment 177

Axel Voss

Motion for a resolution

Paragraph 22 b (new)

Motion for a resolution

Amendment

22 b. Considers that provisions should be made to facilitate start-ups’ and scale-ups’ cooperation with research institutions to support spin-offs and knowledge transfer; to this end, the creation of the ESSU should be fully integrated with EU initiatives to facilitate improved access to data in the context of research;

Or. en

Amendment 178

Emil Radev

Motion for a resolution

Subheading 5

Motion for a resolution

Amendment

Dispute Resolution

deleted

Or. en

Amendment 179

Axel Voss, Angelika Niebler

Motion for a resolution

Subheading 5

Motion for a resolution

Amendment

Dispute Resolution

Attract talent

Or. en

Amendment 180

Pascale Piera

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

deleted

Or. fr

Amendment 181

Axel Voss

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

deleted

Or. en

Amendment 182

Daniel Buda

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

23. Considers that an alternative dispute resolution mechanism should be established for disputes relating to ESSUs to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to ESSUs and that it should be possible for such special panels to conduct the dispute resolution in English; calls for this alternative mechanism to also include digital mediation and arbitration options, the possibility of conducting online hearings and the use of AI in the preliminary assessment of files, thereby expediting settlement and reducing costs for SMEs;

Or. ro

Amendment 183

Emil Radev

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

23. Considers that an alternative dispute resolution mechanism may be established for disputes relating to ESSUs to ensure fast and specialised dispute resolution;

Or. en

Amendment 184

Maravillas Abadía Jover

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

23. Considers that an alternative dispute resolution mechanism should be established for disputes relating to ESSUs to ensure fast and specialised dispute resolution;

Or. en

Amendment 185

Lukas Mandl

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

23. Considers that the use of litigation preventive instruments as well as alternative dispute resolution mechanisms should be established for disputes relating to ESSUs shareholders to ensure fast and specialised dispute resolution;

Or. en

Amendment 186

Mario Mantovani

Motion for a resolution

Paragraph 23

Motion for a resolution

Amendment

23. Considers that an alternative dispute resolution mechanism should be established for disputes relating to ESSUs to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to ESSUs that can take swift and effective decisions, and that it should be possible for such special panels to conduct the dispute resolution, when requested by at least one of the parties, also in English;

Or. it

Amendment 187

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 23 a (new)

Motion for a resolution

Amendment

23 a. Stresses that attracting top talent is essential for growth and innovation, and that companies often face difficulties in providing the right financial incentives to their employees; underlines that the ESSU should provide optional harmonised rules across the Union for employee stock option plans (‘ESOPs’), supported by a dedicated intermediary;

Or. en

Amendment 188

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 23 b (new)

Motion for a resolution

Amendment

23 b. Stresses that the introduction of the ESSU company form should enable companies to directly employ and manage talent across different Member States without the need to use employers of record or similar intermediaries; underlines that this streamlined cross-border employment capability will reduce administrative burdens and facilitate the free movement of workers and services within the Union, in full respect of applicable national labour and social security laws;

Or. en

Amendment 189

Daniel Buda

Motion for a resolution

Paragraph 24

Motion for a resolution

Amendment

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

24. Requests that the Commission submit, by the first quarter of 2026 on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto and recommends that the Commission also present, with that proposal, a rolling implementation plan that includes support for Member States with limited resources and regular impact assessment measures;

Or. ro

Amendment 190

Mario Mantovani

Motion for a resolution

Paragraph 24

Motion for a resolution

Amendment

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

24. Requests that the Commission submit, by the first quarter of 2026 on the basis of Article 352(1) TFEU, a proposal for a regulation that follows the recommendations set out in the Annex hereto;

Or. it

Amendment 191

Emil Radev

Motion for a resolution

Paragraph 24

Motion for a resolution

Amendment

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

24. Requests that the Commission submit, by the first quarter of 2026, a proposal for a regulation following the recommendations set out in the Annex hereto;

Or. en

Amendment 192

Axel Voss, Angelika Niebler

Motion for a resolution

Paragraph 24

Motion for a resolution

Amendment

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

24. Requests that the Commission submit, by the first quarter of 2026 a proposal for a regulation following the recommendations set out in the Annex hereto, in line with Better Regulation principles;

Or. en

Amendment 193

Pascale Piera

Motion for a resolution

Paragraph 24

Motion for a resolution

Amendment

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

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

Or. fr

Amendment 194

René Repasi

Motion for a resolution

Annex I – point 1 – paragraph 2

Motion for a resolution

Amendment

Parliament proposes to call the corporate form covered by the 28th regime the ‘European Start-Up and Scale-Up’ company (ESSU). The ESSU should not be an autonomous pan-European corporate form, but a national corporate form in all Member States that must consist of certain elements that are harmonised by Union law. The abbreviation ESSU should be added to existing national corporate form abbreviations.

Parliament proposes to call the corporate form covered by the 28th regime the ‘European Start-Up and Scale-Up’ company (ESSU). In order to be ambitious in substance, Parliament insists on adopting the ESSU on a legal basis that provides for the ordinary legislative procedure with a qualified majority voting in the Council. Therefore, the ESSU might have to be adopted by a set of legal acts instead of one comprehensive legal act. The corporate law elements will need to be adopted under Articles 50 and 114(1) TFEU, which only allows for the adoption of directives. Against this background the ESSU should not be an autonomous pan-European corporate form, but a national corporate form in all Member States that must consist of certain elements that are harmonised by Union law. The abbreviation ESSU should be added to existing national corporate form abbreviations.

Or. en

Amendment 195

Mario Mantovani

Motion for a resolution

Annex I – point 1 – paragraph 2

Motion for a resolution

Amendment

Parliament proposes to call the corporate form covered by the 28th regime the ‘European Start-Up and Scale-Up’ company (ESSU).

Or. it

Amendment 196

Emil Radev

Motion for a resolution

Annex I – point 1 – paragraph 2

Motion for a resolution

Amendment

Parliament proposes to call the corporate form covered by the 28th regime the ‘European Start-Up and Scale-Up’ company (ESSU).

Or. en

Amendment 197

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 2

Motion for a resolution

Amendment

Parliament proposes to call the corporate form covered by the 28th regime the ‘Simplified European Status’ (SES). The SES should not be an autonomous pan-European corporate form, but a national corporate form in all Member States that must consist of a majority of elements that are harmonised by Union law, in order to avoid gold plating and varied national SES which would go against the objective of the 28th regime. The abbreviation SES should be added to existing national corporate form abbreviations.

Or. en

Amendment 198

Mario Mantovani

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

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

'ESSU' shall introduce a new and autonomous legislative regime and corporate form in Europe and should be defined, pursuant to Union law and Article 352(1) TFEU, in a regulation, without requiring transposition into national corporate forms. The constitution will be established by means of a single register at EU level, with legal effect throughout the Union. The founders or the owners of a national corporate form should be able to voluntarily opt in to the new regime through a structured transformation in accordance with the applicable legal requirements , which would allow for the use of the company label ‘ESSU’.

Or. it

Amendment 199

Lukas Mandl

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

The ESSU should build the limited liability company forms already established under national law, and as foreseen in Directive (EU) 2017/1132, Directive 2009/102/EC, and Directive 2013/34/EU. The Member States should be free as to whether they choose to allow existing national limited liability company forms to be labelled as or converted into an ESSU or to create a new corporate limited liability company form under national law, still being directly subject to the acquis applicable to limited liability companies and, particularly Directive (EU) 2017/1132, Directive 2009/102/EC and Directive 2013/34/EU.

Or. en

Amendment 200

Emil Radev

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

The Member States should create a new national corporate form - ESSU. The founders or the owners of a national corporate form should be able to voluntarily opt in to the new regime, which would allow for the use of the company label ‘ESSU’.

Or. en

Amendment 201

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

The Member States should create the ESSU as a new national corporate form. The founders or the owners of a national corporate form should be able to voluntarily opt in to the new regime, which would allow for the use of the company label ‘ESSU’.

Or. en

Amendment 202

Daniel Buda

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

The ESSU should build on the limited liability corporate forms listed in the Annexes to Directive (EU)2017/1132, Directive 2009/102/EC and Directive 2013/34/EU, as is established under national law. The Member States should be free to decide whether to allow existing national limited liability corporate forms to be listed as ESSUs or converted into ESSUs, or whether to create new national limited liability corporate forms that are subject to the acquis applicable to limited liability companies and, in particular, Directive (EU)2017/1132, Directive 2009/102/EC and Directive 2013/34/EU.

Or. ro

Amendment 203

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 3

Motion for a resolution

Amendment

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

Or. en

Amendment 204

Mario Mantovani

Motion for a resolution

Annex I – point 1 – paragraph 4

Motion for a resolution

Amendment

The existence of an ESSU should be automatically recognised by the national legal orders of all the Member States as a limited liability company.

The existence of an ESSU should be automatically recognised, on the basis of its registration in the Union register, by the national legal orders of all the Member States.

Or. it

Amendment 205

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 4

Motion for a resolution

Amendment

The existence of an ESSU should be automatically recognised by the national legal orders of all the Member States as a limited liability company.

The existence of an SES should be automatically recognised by the national legal orders of all the Member States as a limited liability company.

Or. en

Amendment 206

Mario Mantovani

Motion for a resolution

Annex I – point 1 – paragraph 5

Motion for a resolution

Amendment

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

deleted

Or. it

Amendment 207

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 5

Motion for a resolution

Amendment

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

Or. en

Amendment 208

Emil Radev

Motion for a resolution

Annex I – point 1 – paragraph 5

Motion for a resolution

Amendment

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

Or. en

Amendment 209

Mario Mantovani

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

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

deleted

Or. it

Amendment 210

Emil Radev

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

deleted

Or. en

Amendment 211

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

deleted

Or. en

Amendment 212

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

The legal bases for the SES should be Articles 50 and 114(1) TFEU. In order to achieve legal certainty as to the constitutive elements of the ESSU, the directive adopted under Articles 50 and 114(1) TFEU must be a maximum harmonisation directive. To ensure a real impact, the Parliament encourages the Commission to limit as much as possible the areas left to national law, so that investors and entrepreneurs can have certainties about what an SES is across Member States.

Or. en

Amendment 213

Pascale Piera

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

The legal basis for the ESSU should be Article 50 TFEU. In order to achieve legal certainty as to the constitutive elements of the ESSU, the directive adopted under Article 50 TFEU must be a maximum harmonisation directive.

Or. fr

Amendment 214

René Repasi

Motion for a resolution

Annex I – point 1 – paragraph 6

Motion for a resolution

Amendment

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

Or. en

Amendment 215

Emil Radev

Motion for a resolution

Annex I – point 1 – paragraph 7

Motion for a resolution

Amendment

Parliament is mindful of the risk that an automatically recognised ESSU could lead to a circumvention of mandatory domestic rules that protect weaker parties. The ESSU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including employee codetermination rules, and should contain safeguards that effectively prevent the abusive use of the ESSU.

deleted

Or. en

Amendment 216

Lukas Mandl

Motion for a resolution

Annex I – point 1 – paragraph 7

Motion for a resolution

Amendment

Parliament is mindful of the risk that an automatically recognised ESSU could lead to a circumvention of mandatory domestic rules that protect weaker parties or any other public interest. The ESSU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including employee codetermination rules or to formal requirements for setting up such company or transferring shares, and should contain safeguards that effectively prevent the abusive use of the ESSU.

Or. en

Amendment 217

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 1 – paragraph 7

Motion for a resolution

Amendment

Parliament is mindful of the risk that an automatically recognised SES could lead to a circumvention of mandatory domestic rules that protect weaker parties. The ESSU corporate rules should therefore be without prejudice to Union and national law in the area of individual and collective labour law, including employee codetermination rules, and should contain safeguards that effectively prevent the abusive use of the SES.

Or. en

Amendment 218

Maravillas Abadía Jover

Motion for a resolution

Annex I – point 1 – paragraph 7 a (new)

Motion for a resolution

Amendment

In view of the importance of monitoring the effectiveness of the 28th regime in promoting innovation, safeguarding legal certainty, and preventing regulatory circumvention; the Commission should carry out, within three years of the entry into force of the 28th regime, a comprehensive review of its implementation and impact on SMEs, start-ups and scale-ups across the Union; that review should evaluate whether the objectives of simplification, cross-border recognition and competitiveness have been achieved, and should, where appropriate, be accompanied by legislative proposals for revision.

Or. en

Amendment 219

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 2 – introductory part

Motion for a resolution

Amendment

The Member States should provide in their national legal orders a set of rules which, when complied with, allow a national corporate form to include the abbreviation ‘ESSU’ in its company name. In order to be eligible to register as an ESSU, a national corporate form should comply with the following:

In order to be eligible to register as an ESSU, a national corporate form should comply with the following:

Or. it

Amendment 220

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 2 – paragraph 2 – introductory part

Motion for a resolution

Amendment

The Member States should provide in their national legal orders a set of rules which, when complied with, allow a national corporate form to include the abbreviation ‘SES’ in its company name. In order to be eligible to register as an SES, a national corporate form should comply with the following:

Or. en

Amendment 221

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 1

Motion for a resolution

Amendment

- it must be a legal entity with legal capacity that is automatically recognised in all Member States on the date of its registration;

– it must be a legal entity with legal capacity that is automatically recognised in all Member States on the date of its registration and it may be listed;

Or. it

Amendment 222

Pascale Piera

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 1 a (new)

Motion for a resolution

Amendment

– it must be a legal entity operating in the digital sector;

Or. fr

Amendment 223

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 2

Motion for a resolution

Amendment

- it must be a limited liability company in which the owners’ liability for the company’s debts is limited to the amount of their contributions;

deleted

Or. it

Amendment 224

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 3

Motion for a resolution

Amendment

- it must not be a listed company;

deleted

Or. it

Amendment 225

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 4

Motion for a resolution

Amendment

– it must have been established by one or more natural or legal persons that reside in or are established in a Member State;

– it must have been established by one or more natural or legal persons that reside in or are established in a Member State; and it must be entitled to transfer its registered seat to another Member State within the Union without requiring dissolution or re-incorporation, in accordance with harmonised procedures ensuring continuity of legal personality;

Or. en

Amendment 226

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 4

Motion for a resolution

Amendment

- it must have been established by one or more natural or legal persons that reside in or are established in a Member State;

– it must have been established by one or more natural or legal persons regardless of the requirement of residence or establishment in a Member State;

Or. it

Amendment 227

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 5

Motion for a resolution

Amendment

– it must be possible for it to serve as an autonomous single company or as a subsidiary company of an ESSU parent company;

– it must be possible for it to serve as an autonomous single company, a subsidiary of a parent company or as a subsidiary company of an ESSU parent company;

Or. en

Amendment 228

Daniel Buda

Motion for a resolution

Annex I – point 2 – paragraph 2 – indent 5 a (new)

Motion for a resolution

Amendment

– given the differences that exist between regions, Member States may set up support schemes and facilities for firms registered as ESSUs in less-economically-developed areas, in order to reduce innovation gaps.

Or. ro

Amendment 229

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 3

Motion for a resolution

Amendment

If national company law provides for a minimum paid-in capital for the establishment of a company eligible to register as an ESSU, the immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 1 and the company should be obliged to allocate at least 25 % of its annual profits to a legal reserve until that reserve, together with the any initially paid-in capital, reaches the minimum capital required under the national law in question.

The minimum immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 1.

Or. it

Amendment 230

Emil Radev

Motion for a resolution

Annex I – point 2 – paragraph 3

Motion for a resolution

Amendment

The immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 1.

Or. en

Amendment 231

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 2 – paragraph 3

Motion for a resolution

Amendment

The immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 1.

Or. en

Amendment 232

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 2 – paragraph 3

Motion for a resolution

Amendment

If national company law provides for a minimum paid-in capital for the establishment of a company eligible to register as an SES, the immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 1 and the company should be obliged to allocate at least 25 % of its annual profits, when it starts having profits, to a legal reserve until that reserve, together with the any initially paid-in capital, reaches the minimum capital required under the national law in question. To avoid any national discrimination towards the SES, the minimum paid-in capital required should not exceed the minimum paid-in capital existing in the Member State for limited liability companies.

Or. en

Amendment 233

Pascale Piera

Motion for a resolution

Annex I – point 2 – paragraph 3

Motion for a resolution

Amendment

If national company law provides for a minimum paid-in capital for the establishment of a company eligible to register as an ESSU, the immediately paid-in capital must, for the purpose of the registration of that company, be set at EUR 100 and the company should be obliged to allocate at least 25 % of its annual profits to a legal reserve until that reserve, together with the any initially paid-in capital, reaches the minimum capital required under the national law in question.

Or. fr

Amendment 234

Pascale Piera

Motion for a resolution

Annex I – point 2 – paragraph 4

Motion for a resolution

Amendment

In the interest of simplification, the possibility to register as an ESSU should not be limited to a new category of ‘innovative companies’ or to other limiting factors as that would create additional red tape and an unnecessary bureaucratic burden.

deleted

Or. fr

Amendment 235

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 2 – paragraph 4

Motion for a resolution

Amendment

In the interest of simplification, the possibility to register as a SES should not be limited to a new category of ‘innovative companies’ or to other limiting factors as that would create additional red tape and an unnecessary bureaucratic burden.

Or. en

Amendment 236

Mario Mantovani

Motion for a resolution

Annex I – point 2 – paragraph 5

Motion for a resolution

Amendment

If an ESSU intends to list itself on the stock market, it should be required to convert into a public limited company under national or Union law in accordance with national and Union conversion rules.

deleted

Or. it

Amendment 237

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 2 – paragraph 5

Motion for a resolution

Amendment

If a SES intends to list itself on the stock market, it should be required to convert into a public limited company under national or Union law in accordance with national and Union conversion rules.

Or. en

Amendment 238

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 3 – paragraph 2

Motion for a resolution

Amendment

The creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

The creation and registration of a SES should be fully digital and comply with the ‘once only’ principle, whereby companies submitting a document in one Member State should not have to submit in other Member State they establish themselves in . The setting up of a SES must be finalised within 48 hours.

Or. en

Amendment 239

Mario Mantovani

Motion for a resolution

Annex I – point 3 – paragraph 2

Motion for a resolution

Amendment

The creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

The creation and registration of an ESSU should be carried out by dint of a central EU platform and be fully digital, be able to be carried out in all official EU languages, and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 24 hours.

Or. it

Amendment 240

Lukas Mandl

Motion for a resolution

Annex I – point 3 – paragraph 2

Motion for a resolution

Amendment

The creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

Considering Directive (EU) 2025/25, the creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

Or. en

Amendment 241

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 3 – paragraph 2

Motion for a resolution

Amendment

The creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

The creation and registration of an ESSU shall be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

Or. en

Amendment 242

Emil Radev

Motion for a resolution

Annex I – point 3 – paragraph 2

Motion for a resolution

Amendment

The creation and registration of an ESSU should be fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 48 hours.

The creation and registration of an ESSU are fully digital and comply with the ‘once only’ principle. The setting up of an ESSU must be finalised within 24 hours.

Or. en

Amendment 243

Emil Radev

Motion for a resolution

Annex I – point 3 – paragraph 3

Motion for a resolution

Amendment

Upon creation, an ESSU should receive a unified digital identity and company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion.

Or. en

Amendment 244

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 3 – paragraph 3

Motion for a resolution

Amendment

Upon creation, a SES should receive a unified digital identity and company identifier to streamline registration, boost transparency and trust, facilitate company identity verification, and combat fraud and tax evasion.

Or. en

Amendment 245

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 3 – paragraph 4

Motion for a resolution

Amendment

To facilitate the achievement of those objectives, a uniform Union-level digital company register for ESSUs should be created and operated by the Commission. Such a register would complement and extend the existing Business Register Interconnection System (BRIS), which is today not practical nor known enough . The uniform Union-level digital company register should not replace the existing national incorporation rules but, rather, serve as a common portal where all information necessary for investors would be aggregated. Member States should therefore transmit automatically documents to the Union register, ensuring recognition and a seamless access for stakeholders. The platform should also provide information about national procedures and resources, as well as template investors’ documents for SES. When registering on the Union-level digital company register, a company must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.

Or. en

Amendment 246

Daniel Buda

Motion for a resolution

Annex I – point 3 – paragraph 4

Motion for a resolution

Amendment

To facilitate the achievement of those objectives, an access point should be created and operated by the Commission, on the EU's e-Justice portal, covering the whole of the Union, for the registration of ESSUs. Such an access point would complement and extend the existing Business Register Interconnection System (BRIS). This EU-level access point should not replace the existing national incorporation rules, but should function as a common portal. When accessing this access point, a company must choose a Member State as the place of incorporation and, hence, the national law applicable to the incorporation. The access point should function as a means of direct entry to the national one-stop shop for companies wishing to register as an ESSU. Incorporation, applications and any updates should be administered in accordance with national law, once only, through the one-stop shops accessible through the access point, by means of a multilingual interface and of the identification standards laid down in the eIDAS Regulation.

Or. ro

Amendment 247

Lukas Mandl

Motion for a resolution

Annex I – point 3 – paragraph 4

Motion for a resolution

Amendment

To facilitate the achievement of those objectives, a Union-level access point on the European e-Justice portal should be created and operated by the Commission. Such an access point would complement and extend the existing Business Register Interconnection System (BRIS). The Union-level access point should not replace the existing national incorporation rules but, rather, serve as a common portal.

Or. en

Amendment 248

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 3 – paragraph 4

Motion for a resolution

Amendment

To facilitate the achievement of those objectives, a uniform Union-level digital direct entry point for the ESSUs should be created and operated by the Commission. This entry point would complement and extend the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a separate or parallel register. The digital direct entry point should not replace the existing national incorporation rules but, rather, serve as a common portal to them. When using this entry point to register an ESSU, the applicant must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.

Or. en

Amendment 249

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 3 – paragraph 4

Motion for a resolution

Amendment

To facilitate the achievement of those objectives, a uniform Union-level digital company register for SESs should be created and operated by the Commission. Such a register would complement and extend the existing Business Register Interconnection System (BRIS). The uniform Union-level digital company register should not replace the existing national incorporation rules but, rather, serve as a common portal. When registering on the Union-level digital company register, a company must choose a Member State as the place of incorporation and, in so doing, the national law applicable to the incorporation.

Or. en

Amendment 250

Lukas Mandl

Motion for a resolution

Annex I – point 3 – paragraph 5

Motion for a resolution

Amendment

The uniform Union-level digital company register would establish a direct entry point for companies to register as an ESSU. Incorporation, fillings and updates should be administered by that register only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under the eIDAS Regulation1 . The register could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.

The access point would serve as a direct entry point for the search of companies registered as an ESSU. Incorporation, fillings and updates should be administered according to Directive (EU) 2025/25.

_________________

1 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73, ELI: http://data.europa.eu/eli/reg/2014/910/oj).

Or. en

Amendment 251

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 3 – paragraph 5

Motion for a resolution

Amendment

The uniform Union-level digital direct entry point for companies to register as an ESSU should administer incorporation, fillings and updates only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under the eIDAS Regulation1 . The register could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.

_________________

Or. en

Amendment 252

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 3 – paragraph 5

Motion for a resolution

Amendment

The uniform Union-level digital company register would establish a direct entry point for companies to register as a SES. Incorporation, fillings and updates should be administered by that register only once and should be accessible across Member States on the basis of a multilingual interface and harmonised identification standards under the eIDAS Regulation1 . The register could make use of a permissioned distributed ledger (DLT) network that records key corporate events, such as registrations or share transfers, with immutable timestamps.

_________________

Or. en

Amendment 253

Victor Negrescu

Motion for a resolution

Annex I – point 3 – paragraph 5 a (new)

Motion for a resolution

Amendment

The digital company register should also incorporate AI-powered validation engines and digital verification mechanisms to further accelerate registration and minimize errors. These systems shall be capable of automatically checking incorporation documents, electronic identities (e-IDs), and notarized attestations for completeness and legal compliance, flagging inconsistencies in real time. Furthermore, they should integrate with existing e-Justice and national business register databases, as well as Know Your Customer (KYC)/Anti-Money Laundering (AML) watchlists, to verify data in real time against national and Union-level watchlists (such as Ultimate Beneficial Owner (UBO) or sanctions lists).

Or. en

Amendment 254

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 3 – paragraph 5 a (new)

Motion for a resolution

Amendment

In addition, an online-based company house platform should be established to facilitate the secure digital signing of documents, including of notaries, the sale and allocation of shares, the creation and adoption of board resolutions, and the provision of e-invoicing services. This platform should also enable the portability of certifications, licences, and authorisations granted in one Member State to be recognised and used across the Union, in line with applicable Union and national law.

Or. en

Amendment 255

René Repasi

Motion for a resolution

Annex I – point 3 – paragraph 5 a (new)

Motion for a resolution

Amendment

A simplified procedure should be introduced for the formation of ESSUs where all prospective members or shareholders are Union citizens capable of an eiDAS authentication or ESSUs for which this is the case and which makes use of the model association of articles developed by the European Commission.

Or. en

Amendment 256

René Repasi

Motion for a resolution

Annex I – point 3 – paragraph 5 b (new)

Motion for a resolution

Amendment

It must be made possible that any cash contributions that are legally required for the setting up of the company can be made to a public trust agency for the period before the opening of a bank account is finalised. After the opening of the bank account, the trust agency transfers the cash contributions to this bank account.

Or. en

Amendment 257

Emil Radev

Motion for a resolution

Annex I – point 4 – paragraph 1

Motion for a resolution

Amendment

Safeguards

deleted

Or. en

Amendment 258

Emil Radev

Motion for a resolution

Annex I – point 4 – paragraph 2

Motion for a resolution

Amendment

The rules on ESSUs should be without prejudice to individual and collective labour law and to rules on employee codetermination.

deleted

Or. en

Amendment 259

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 4 – paragraph 2

Motion for a resolution

Amendment

The rules on ESSUs should be without prejudice to individual and collective labour law and to rules on employee codetermination.

The rules on SESs should be without prejudice to individual and collective labour law and to rules on employee codetermination.

Or. en

Amendment 260

René Repasi

Motion for a resolution

Annex I – point 4 – paragraph 2

Motion for a resolution

Amendment

The rules on ESSUs should be without prejudice to individual and collective labour law and to rules on employee codetermination.

The rules on ESSUs should be without prejudice to Union and national labour law including rules on employee codetermination.

Or. en

Amendment 261

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 4 – paragraph 3

Motion for a resolution

Amendment

The law applicable to individual employment contracts should be exclusively determined by Article 8 of Regulation (EC) No 593/2008.

deleted

Or. en

Amendment 262

Emil Radev

Motion for a resolution

Annex I – point 4 – paragraph 3

Motion for a resolution

Amendment

The law applicable to individual employment contracts should be exclusively determined by Article 8 of Regulation (EC) No 593/2008.

deleted

Or. en

Amendment 263

René Repasi

Motion for a resolution

Annex I – point 4 – paragraph 3

Motion for a resolution

Amendment

The law applicable to individual employment contracts should be exclusively determined by Article 8 of Regulation (EC) No 593/2008.

The law applicable to individual employment contracts remains exclusively determined by Article 8 of Regulation (EC) No 593/2008.

Or. en

Amendment 264

Emil Radev

Motion for a resolution

Annex I – point 4 – paragraph 4

Motion for a resolution

Amendment

For matters relating to employee codetermination, the applicable law should be determined by the real seat of the company, that is the place of the company’s central management.

deleted

Or. en

Amendment 265

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 4 – paragraph 4

Motion for a resolution

Amendment

For matters relating to employee codetermination, the applicable law should be determined by the real seat of the company, that is the place of the company’s central management.

deleted

Or. en

Amendment 266

René Repasi

Motion for a resolution

Annex I – point 4 – paragraph 4

Motion for a resolution

Amendment

For matters relating to employee codetermination, the applicable law should be determined by the real seat of the company, that is the place of the company’s central management.

For matters relating to employee codetermination, the applicable law should be determined by the law of the place of employment of the employees of the company.

Or. en

Amendment 267

René Repasi

Motion for a resolution

Annex I – point 4 – paragraph 4 a (new)

Motion for a resolution

Amendment

If a company has employees in multiple Member States, the applicable law is the place of employment of the highest amount of employees. Once the amount of employees of the company exceeds the amount of 500 in a Member State other than the Member State where the company was originally registered, the registered seat of the company is transferred into the Member State of employment. Where the number of the company’s employees does not exceed 500, but the company is the parent company of a group of companies reaching this threshold in one Member State, all group employees in this Member State shall be attributed to the company.

Or. en

Amendment 268

Lukas Mandl

Motion for a resolution

Annex I – point 4 – paragraph 4 a (new)

Motion for a resolution

Amendment

Taking into account the need to avoid tax evasion, abuse and money laundering as well as the circumvention of sanctions, safeguards need to be designed.

Or. en

Amendment 269

Emil Radev

Motion for a resolution

Annex I – point 4 – paragraph 5

Motion for a resolution

Amendment

Where there is a dispute or any uncertainty as to which national law governs matters relating to employee codetermination, the management board of an ESSU, the representatives of the employees or trade unions that would have a nomination right pursuant to the national law the application of which is in dispute or uncertain should be able to request the court or tribunal of the Member State in which the company has its registered office to decide on the applicable law. That court or tribunal should have exclusive jurisdiction to settle the matter.

deleted

Or. en

Amendment 270

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 4 – paragraph 5

Motion for a resolution

Amendment

deleted

Or. en

Amendment 271

René Repasi

Motion for a resolution

Annex I – point 4 – paragraph 5

Motion for a resolution

Amendment

Where there is a dispute or any uncertainty as to which national law governs matters relating to employee codetermination, the management board of an ESSU, the representatives of the employees or trade unions that would have a nomination right pursuant to the national law the application of which is in dispute or uncertain should be able to request the court or tribunal of the Member State in which the company has its registered office to decide on the applicable law and on the mandatory transfer of the registered office. That court or tribunal should have exclusive jurisdiction to settle the matter.

Or. en

Amendment 272

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 4 – paragraph 5

Motion for a resolution

Amendment

Where there is a dispute or any uncertainty as to which national law governs matters relating to employee codetermination, the management board of a SES, the representatives of the employees or trade unions that would have a nomination right pursuant to the national law the application of which is in dispute or uncertain should be able to request the court or tribunal of the Member State in which the company has its registered office to decide on the applicable law. That court or tribunal should have exclusive jurisdiction to settle the matter.

Or. en

Amendment 273

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 5 – paragraph 1

Motion for a resolution

Amendment

Encouraging optional long-termism

Optional long-termism

Or. en

Amendment 274

Pascale Piera

Motion for a resolution

Annex I – point 5 – paragraph 2

Motion for a resolution

Amendment

With a view to protecting European innovative companies from ‘killer acquisitions’ and to preventing the relocation of innovation, the creation of which is often supported by European public research funds, to outside of the Union, Member States should introduce rules that allow for companies to irrevocably opt in to additional legal protection schemes such as:

deleted

- the separation of voting rights and economic rights through different classes of shares, especially dual-class shares;

- the qualification of voting rights as non-transferable and non-inheritable;

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

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

Or. fr

Amendment 275

Emil Radev

Motion for a resolution

Annex I – point 5 – paragraph 2 – introductory part

Motion for a resolution

Amendment

With a view to stimulate European innovative companies Member States should introduce rules that allow for companies to irrevocably opt in to additional legal protection schemes such as:

Or. en

Amendment 276

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 5 – paragraph 2 – introductory part

Motion for a resolution

Amendment

With a view to support European innovative companies in accessing capital, attracting talent and preventing the relocation of innovation, the regulation should introduce rules that allow for companies to irrevocably opt in to additional legal protection schemes such as:

Or. en

Amendment 277

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 5 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Member States should introduce rules that allow for companies to voluntarily and irrevocably opt in to additional legal protection schemes. These could protect European companies that wish to continue their legacy business from ‘killer acquisitions and relocation. These schemes can consist in:

Or. en

Amendment 278

Mario Mantovani

Motion for a resolution

Annex I – point 5 – paragraph 2 – introductory part

Motion for a resolution

Amendment

With a view to protecting European innovative companies from ‘killer acquisitions’ and to preventing the relocation of innovation, the creation of which is often supported by European public research funds, to outside of the Union, EU legislation on the 28th regime should introduce rules that allow for companies to irrevocably opt in to additional legal protection schemes such as:

Or. it

Amendment 279

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 5 – paragraph 2 – indent 1

Motion for a resolution

Amendment

– the separation of voting rights and economic rights through different classes of shares, especially dual-class shares;

– the separation of voting rights and economic rights through different classes of shares, including dual class shares, veto shares and preferred shares;

Or. en

Amendment 280

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 5 – paragraph 2 – indent 4

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 281

Emil Radev

Motion for a resolution

Annex I – point 5 – paragraph 2 – indent 4

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 282

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 5 – paragraph 3

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 283

Emil Radev

Motion for a resolution

Annex I – point 5 – paragraph 3

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 284

Emil Radev

Motion for a resolution

Annex I – point 5 – paragraph 4

Motion for a resolution

Amendment

Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions should be amended in order to allow Member States that have chosen to introduce their own national corporate form of steward ownership to limit the cross-border conversion of such a national corporate form to corporate forms of other Member States that also provide for similar forms of steward ownership.

deleted

Or. en

Amendment 285

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 5 – paragraph 4

Motion for a resolution

Amendment

deleted

Or. en

Amendment 286

Mario Mantovani

Motion for a resolution

Annex I – point 5 a (new)

Motion for a resolution

Amendment

5a. Further measures to support innovation

As noted by the Commission, the 28th regime for innovative companies will consist of a package of complementary proposals and will be integrated by modular measures covering multiple policies and a number of regulatory areas.

To make the EU more competitive, the 28th European regime for innovative companies must include in its legislative update and subsequent proposals put forward by the Commission the challenge of making the tax governance of the European innovation sector, start-ups, and scale-ups more attractive and of promoting advantageous participatory forms of employee ownership of stock in the company, aligning European innovation legislation with the best global standards.The economic figures show that jurisdictions that have made significantly advantageous governance choices have successfully attracted and retained capital, investments and talent.

This approach would not only make it possible to compete in every domain with the best-performing foreign jurisdictions but would also serve as a powerful driver for the growth of European competitiveness and the creation of new high-added-value jobs within the EU, while bolstering sovereignty, technological independence and European leadership in the global innovation landscape.

Or. it

Amendment 287

René Repasi

Motion for a resolution

Annex I – point 6 – paragraph 1

Motion for a resolution

Amendment

Attracting talent

Attracting and supporting talent

Or. en

Amendment 288

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 6 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Productivity growth, innovation and social inclusion must go hand-in-hand. The ESSU should provide for optional harmonised rules across the Union on the structuring of employee stock ownership plans (‘ESOPs’), facilitated via a separate intermediary. This will not only enable SMEs, start-ups and scale-ups to attract talent and incentivise long-term commitment but also ensure the full and fair participation of employees in the value they help create through their labour and intellectual capital. The following principles must be taken into account when designing harmonised rules in the framework of the ESSU:

Productivity growth, innovation and social inclusion must go hand-in-hand. The SES should provide for optional harmonised rules across the Union on the structuring of employee stock option plans (‘ESOPs’). This will not only enable SMEs, start-ups and scale-ups to attract talent and incentivise long-term commitment, as well as facilitating their operations across different national markets due to the existing distinct frameworks’ design, but also ensure the full and fair participation of employees in the value they help create through their labour and intellectual capital. The ESOPs should concentrate in harmonising elements of employee stock ownership plans, without touching the fiscal sovereignty of Member States. For this reason, the tax rate of stock ownership will remain in the hands of Member States. The ESOPs should mainly concern the timing of the taxation at the moment of share sale, the capital gains calculation to ensure harmonisation and the framework of such scheme, such as the cliff and the vesting periods whereby employees can trigger the acquisition of stock options. The following principles must be taken into account when designing harmonised rules in the framework of the SES:

Or. en

Amendment 289

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Attracting skilled and innovative talent is crucial for driving economic growth, fostering innovation, and maintaining competitiveness in a rapidly evolving global market. Productivity growth, innovation and social inclusion must go hand-in-hand. The ESSU should provide for optional harmonised rules across the Union on the structuring of employee stock option plans (‘ESOPs’). This will not only enable SMEs, start-ups and scale-ups to attract talent and incentivise long-term commitment but also ensure the full and fair participation of employees in the value they help create through their labour and intellectual capital. The following principles must be taken into account when designing harmonised rules in the framework of the ESSU:

Or. en

Amendment 290

Mario Mantovani

Motion for a resolution

Annex I – point 6 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Productivity growth, innovation and social inclusion must go hand-in-hand. The ESSU should provide for optional harmonised rules across the Union on the structuring of employee stock ownership plans (‘ESOPs’). This will not only enable SMEs, start-ups and scale-ups to attract talent and incentivise long-term commitment but also ensure the full and fair participation of employees in the value they help create through their labour and intellectual capital. The following principles must be taken into account when designing harmonised rules in the framework of the ESSU:

Or. it

Amendment 291

René Repasi

Motion for a resolution

Annex I – point 6 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Productivity growth, innovation and social inclusion must go hand-in-hand. The ESSU should provide for optional harmonised rules across the Union on the structuring of employee stock ownership plans (‘ESOPs’), facilitated via a separate legal entity. This will not only enable SMEs, start-ups and scale-ups to attract talent and incentivise long-term commitment but also ensure the full and fair participation of employees in the value they help create through their labour and intellectual capital. The following principles must be taken into account when designing harmonised rules in the framework of the ESSU:

Or. en

Amendment 292

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 1

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 293

Emil Radev

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 1

Motion for a resolution

Amendment

deleted

Or. en

Amendment 294

Mario Mantovani

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 1 a (new)

Motion for a resolution

Amendment

- Employees of an ESSU who receive stock options should not be subject to any flat taxation. Benefits received by employees for their significant participation in the company's growth and business should be recognised as capital gains throughout the Union.

Or. it

Amendment 295

Mario Mantovani

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 1 b (new)

Motion for a resolution

Amendment

- Schemes of that kind should be designed to preserve the ability of innovation enterprises, start-ups, and scale-ups to make decisions in an agile manner and respond quickly to operational and production needs.

Or. it

Amendment 296

René Repasi

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 2

Motion for a resolution

Amendment

– transparency must be a key principle throughout the design and implementation of such schemes;

– transparency and democratic governance must be key principles throughout the design and implementation of such schemes;

Or. en

Amendment 297

Emil Radev

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 3

Motion for a resolution

Amendment

– participation in such schemes must be non-discriminatory and open to all employees;

deleted

Or. en

Amendment 298

René Repasi

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 3

Motion for a resolution

Amendment

– participation in such schemes must be non-discriminatory and open to all employees;

– participation in such schemes must be non-discriminatory, open and exclusive to all employees;

Or. en

Amendment 299

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 3 a (new)

Motion for a resolution

Amendment

– Any benefits received by SES employees through these stock options should be recognised as capital gains across the Union;

Or. en

Amendment 300

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 4

Motion for a resolution

Amendment

– participation in such schemes must remain voluntary for employees;

– participation in such schemes must remain voluntary;

Or. en

Amendment 301

Emil Radev

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 4

Motion for a resolution

Amendment

– participation in such schemes must remain voluntary for employees;

– participation in such schemes must remain voluntary;

Or. en

Amendment 302

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 5

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 303

Emil Radev

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 5

Motion for a resolution

Amendment

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

deleted

Or. en

Amendment 304

Mario Mantovani

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 5

Motion for a resolution

Amendment

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

- such schemes must be accompanied by mechanisms to safeguard employees against unreasonable financial risks and a European safeguard clause regarding the assessment of employee capital instruments with a view to providing legal certainty and minimising administrative burden and costs.

Or. it

Amendment 305

Victor Negrescu

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 5 a (new)

Motion for a resolution

Amendment

– such schemes should contribute to cohesion across the Union, ensuring equal opportunities for employees regardless of whether they are based in rural or urban areas, or in Member States with different levels of economic development;

Or. en

Amendment 306

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 6 – paragraph 2 – indent 5 a (new)

Motion for a resolution

Amendment

– - a valuation safe harbour for employee equity instruments based on harmonised EU criteria, to ensure legal certainty and minimise administrative burdens;

Or. en

Amendment 307

Emil Radev

Motion for a resolution

Annex I – point 6 – paragraph 3

Motion for a resolution

Amendment

The Commission, in consultation with the social partners and based on best-practise examples, should design simple, elementary and basic supportive model profit-sharing agreements and guidance for ESSUs to ease implementation, improve awareness about ESOPs and converge financial participation schemes across Member States. The model agreements and guidance should include information about associated financial risks for employees, specify employee buy-out options and consider the impact on employees with a specific view to gender equality.

deleted

Or. en

Amendment 308

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 3

Motion for a resolution

Amendment

deleted

Or. en

Amendment 309

René Repasi

Motion for a resolution

Annex I – point 6 – paragraph 3

Motion for a resolution

Amendment

The Commission, in consultation with the social partners and based on best-practise examples, should design simple, elementary and basic supportive model profit-sharing agreements and guidance for ESSUs to ease implementation, improve awareness about ESOPs and converge financial participation schemes across Member States. The model agreements and guidance should include information about associated financial risks for employees, specify employee buy-out options, democratic governance and consider the impact on employees with a specific view to gender equality.

Or. en

Amendment 310

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 6 – paragraph 3

Motion for a resolution

Amendment

The Commission, in consultation with the social partners and based on best-practise examples, should design simple, elementary and basic supportive model profit-sharing agreements and guidance for SESs to ease implementation, improve awareness about ESOPs and converge financial participation schemes across Member States. The model agreements and guidance should include information about associated financial risks for employees, specify employee buy-out options and consider the impact on employees with a specific view to gender equality.

Or. en

Amendment 311

Victor Negrescu

Motion for a resolution

Annex I – point 6 – paragraph 3 a (new)

Motion for a resolution

Amendment

To strengthen the innovative capacity of ESSUs and accelerate the commercialisation of research results, the framework should promote and facilitate structured partnerships between ESSUs and universities, research institutes, and technology transfer offices. Such partnerships should aim to:

- accelerate the lab-to-market process and support the creation of spin-offs;

- provide ESSUs with access to shared research infrastructure, laboratories, and technical expertise;

- facilitate mobility of researchers and skilled graduates into ESSUs through dedicated placement schemes;

- promote joint participation in Union research and innovation funding programmes;

- establish innovation vouchers or similar support mechanisms enabling ESSUs to purchase R&D and innovation services from academic partners.

The Commission should develop guidance and model cooperation agreements for such partnerships, ensuring they are simple, transparent, and fair for all parties involved.

Or. en

Amendment 312

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 6 – paragraph 3 a (new)

Motion for a resolution

Amendment

The ESSU shall enable companies to directly hire and employ workers across different Member States without the necessity of engaging employers of record or comparable intermediaries. This provision aims to reduce administrative and regulatory burdens associated with cross-border employment, while fully respecting applicable national labour, social security, and employment laws.

Or. en

Amendment 313

Mario Mantovani

Motion for a resolution

Annex I – point 7 – paragraph 2 – introductory part

Motion for a resolution

Amendment

Member States should introduce harmonised equity-like debt instruments that allow for investors to invest in companies without acquiring rights of control over a company (such as profit participation rights, silent partnerships or profit-linked loans). Such equity-like debt instruments should:

The ESSU should introduce equity-like debt instruments that allow for investors to invest in companies without acquiring rights of control over a company (such as profit participation rights, silent partnerships or profit-linked loans). Such equity-like debt instruments should:

Or. it

Amendment 314

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 7 – paragraph 2 – introductory part

Motion for a resolution

Amendment

The ESSU shall include an equity-like debt instrument that allows for investors to invest in companies without acquiring rights of control over a company (such as profit participation rights, silent partnerships or profit-linked loans). Such equity-like debt instruments should:

Or. en

Amendment 315

Mario Mantovani

Motion for a resolution

Annex I – point 7 – paragraph 2 – indent 1

Motion for a resolution

Amendment

- be created by concluding a contractual agreement between the company and the investor for a capital contribution; such an agreement must specify the invested principal amount, include a defined repayment date and provide for compensation which may take the form of fixed or variable interest, or profit participation;

Or. it

Amendment 316

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 7 – paragraph 2 – indent 1

Motion for a resolution

Amendment

– be created by concluding a contractual agreement between the company and the investor for a capital contribution; such an agreement must specify the invested principal amount, include a defined repayment date and provide for compensation which may take the form of fixed or variable interest, or profit participation;

Or. en

Amendment 317

Daniel Buda

Motion for a resolution

Annex I – point 7 – paragraph 2 – indent 2 a (new)

Motion for a resolution

Amendment

– Member States should encourage the development of strategic partnerships between ESSUs and European digital infrastructure, including public cloud platforms and technology innovation networks, to facilitate rapid upscaling and access to critical resources.

Or. ro

Amendment 318

Lukas Mandl

Motion for a resolution

Annex I – point 7 – paragraph 3

Motion for a resolution

Amendment

With a view to increasing legal certainty across the 27 national jurisdictions of the internal market and to reducing market entry barriers to investment in ESSUs, the Commission should facilitate the development of model articles of association, shareholder agreements and all other relevant documents for ESSUs and establish a platform on which those model documents are made available in all official languages of the Union. .

deleted

Or. en

Amendment 319

Emil Radev

Motion for a resolution

Annex I – point 7 – paragraph 3

Motion for a resolution

Amendment

The Commission should facilitate the development of standard multilingual model articles of association, shareholder agreements and all other relevant documents for ESSUs and establish a platform on which those model documents are made available in all official languages of the Union. .

Or. en

Amendment 320

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 7 – paragraph 3

Motion for a resolution

Amendment

The Commission should facilitate the development of model articles of association, shareholder agreements and all other relevant documents for ESSUs and establish a platform on which those model documents and practical information are made available in all official languages of the Union. .

Or. en

Amendment 321

Daniel Buda

Motion for a resolution

Annex I – point 7 – paragraph 3

Motion for a resolution

Amendment

With a view to increasing legal certainty across the 27 national jurisdictions of the internal market and to reducing market entry barriers to investment in ESSUs, Member States should support the development of model articles of association and ESSU shareholder agreements, while the Commission could create a platform on which those model documents are made available.

Or. ro

Amendment 322

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 7 – paragraph 3

Motion for a resolution

Amendment

With a view to increasing legal certainty across the 27 national jurisdictions of the internal market and to reducing market entry barriers to investment in SESs, the Commission should facilitate the development of model articles of association, shareholder agreements and all other relevant documents for SESs and establish a platform on which those model documents are made available in all official languages of the Union. .

Or. en

Amendment 323

Lukas Mandl

Motion for a resolution

Annex I – point 7 – paragraph 4

Motion for a resolution

Amendment

The Commission should appoint an expert group tasked with the elaboration of standardised high-quality model articles of association that correspond to the harmonised requirements for ESSUs. That expert group should include, amongst others, founders, investors and trade unions.

deleted

Or. en

Amendment 324

Daniel Buda

Motion for a resolution

Annex I – point 7 – paragraph 4

Motion for a resolution

Amendment

The Member States should designate an expert group tasked with the elaboration of national high-quality model articles of association that correspond to the harmonised requirements for ESSUs. That expert group should include, amongst others, founders, investors, trade unions, notaries and other competent authorities.

Or. ro

Amendment 325

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 7 – paragraph 4

Motion for a resolution

Amendment

The Commission should appoint an expert group tasked with the elaboration of standardised high-quality model articles of association that correspond to the harmonised requirements for SESs. That expert group should include, amongst others, founders, investors and trade unions.

Or. en

Amendment 326

Emil Radev

Motion for a resolution

Annex I – point 7 – paragraph 4

Motion for a resolution

Amendment

Or. en

Amendment 327

Emil Radev

Motion for a resolution

Annex I – point 7 – paragraph 5

Motion for a resolution

Amendment

The Commission should appoint a further expert group tasked with the elaboration of standardised, fair and high-quality model shareholder agreements. Such model shareholder agreements should strike a balance between the interests of founders and investors. That expert group should include, amongst others, founders and venture capital investors.

deleted

Or. en

Amendment 328

Lukas Mandl

Motion for a resolution

Annex I – point 7 – paragraph 5

Motion for a resolution

Amendment

deleted

Or. en

Amendment 329

Daniel Buda

Motion for a resolution

Annex I – point 7 – paragraph 5

Motion for a resolution

Amendment

The Member States should designate a further expert group tasked with the elaboration of national, fair and high-quality model shareholder agreements. Such model shareholder agreements should strike a balance between the interests of founders and investors. That expert group should include, amongst others, founders, venture capital investors, notaries and other competent authorities.

Or. ro

Amendment 330

Mario Mantovani

Motion for a resolution

Annex I – point 7 – paragraph 6

Motion for a resolution

Amendment

The Commission should establish a Joint Research Centre for European and comparative business law to establish open-access and comparable information on the business regulation in the Member States in all official languages of the Union.

deleted

Or. it

Amendment 331

Axel Voss, Angelika Niebler

Motion for a resolution

Annex I – point 7 – paragraph 6

Motion for a resolution

Amendment

deleted

Or. en

Amendment 332

Emil Radev

Motion for a resolution

Annex I – point 7 – paragraph 6

Motion for a resolution

Amendment

deleted

Or. en

Amendment 333

Victor Negrescu

Motion for a resolution

Annex I – point 7 – paragraph 6 a (new)

Motion for a resolution

Amendment

In line with the Union’s Widening participation and spreading excellence strategy under Horizon Europe, measures should ensure that innovative companies established in Member States with historically lower levels of access to venture capital benefit from equitable financing opportunities. This approach would reduce structural disparities across the Union, strengthen cohesion between Member States, and enable ESSUs to scale up irrespective of their geographic location.

Or. en

Amendment 334

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 7 – paragraph 6 a (new)

Motion for a resolution

Amendment

Bringing clarity to both European and foreign investors is a key part of the adoption of the 28th regime by entrepreneurs, thanks to its harmonised rules. The effect of such regime for investors’ capital should therefore be calculated and assessed as a measurement of the success of the company form.

Or. en

Amendment 335

Pascale Piera

Motion for a resolution

Annex I – point 8

Motion for a resolution

Amendment

8. Specialised dispute resolution

deleted

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

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

Or. fr

Amendment 336

Axel Voss

Motion for a resolution

Annex I – point 8 – paragraph 1

Motion for a resolution

Amendment

Specialised dispute resolution

deleted

Or. en

Amendment 337

Axel Voss

Motion for a resolution

Annex I – point 8 – paragraph 2

Motion for a resolution

Amendment

deleted

Or. en

Amendment 338

Emil Radev

Motion for a resolution

Annex I – point 8 – paragraph 2

Motion for a resolution

Amendment

In order to accelerate dispute resolution concerning ESSUs, an alternative specialised dispute resolution mechanism may be established. Participation in that mechanism should be subject to the consent of the parties involved.

Or. en

Amendment 339

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 8 – paragraph 2

Motion for a resolution

Amendment

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

Or. en

Amendment 340

Lukas Mandl

Motion for a resolution

Annex I – point 8 – paragraph 3

Motion for a resolution

Amendment

deleted

Or. en

Amendment 341

Emil Radev

Motion for a resolution

Annex I – point 8 – paragraph 3

Motion for a resolution

Amendment

deleted

Or. en

Amendment 342

Axel Voss

Motion for a resolution

Annex I – point 8 – paragraph 3

Motion for a resolution

Amendment

deleted

Or. en

Amendment 343

Mario Mantovani

Motion for a resolution

Annex I – point 8 – paragraph 3

Motion for a resolution

Amendment

Member States should furthermore introduce a special panel within its national courts – either one panel within one specific court at the national level or one panel within one specific court in each federal entity, depending on the national judicial system in question. Such panels should be dedicated to swiftly and effectively resolving civil law disputes between companies relating to the ESSU corporate form, disputes arising from or in connection with the acquisition of ESSUs or shares in ESSUs and disputes between an ESSU and members of its management or supervisory board. Member States should ensure that proceedings before such panels can, when requested by at least one of the parties, also be conducted in English.

Or. it

Amendment 344

Pascal Canfin, Laurence Farreng

Motion for a resolution

Annex I – point 8 – paragraph 3

Motion for a resolution

Amendment

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

Or. en