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

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

JURI-PR-756270

Committee on Legal Affairs · Rapporteur: Sergey Lagodinsky

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The Committee on Legal Affairs' draft report sets out Parliament's first-reading position on the proposed directive on European cross-border associations (ECBAs). It amends the Commission proposal to add safeguards on freedom of association, funding and public debate, and to define a 'particularly serious offence'. It allows trade unions, political parties and religious organisations to become non-founding members of an ECBA, and lets faith-based non-profit organisations establish one. It requires ECBAs to have a cross-border element and founding members linked to at least two member states. It requires member states to apply to ECBAs the national rules for the most similar or most commonly used legal form of non-profit association, and to notify the Commission and the ECBA Committee of that form within one year. It sets rules on registration, online applications, a register, transfer of registered office, mergers, dissolution and liquidation, and requires member states to report yearly to the Commission and the ECBA Committee. It creates an ECBA Committee of two representatives per member state to monitor implementation, and shortens the transposition deadline to one year after entry into force.

Committee position. The rapporteur proposes to amend the Commission proposal to add safeguards on freedom of association, funding and public debate, to define a 'particularly serious offence', to allow certain organisations to become non-founding members, to create an ECBA Committee, and to shorten the transposition deadline to one year.

Key points

  1. Parliament adopts its first-reading position on the proposed directive on European cross-border associations and suggests the act be cited as 'the Sergey Lagodinsky-... Directive on European cross-border associations'.
  2. The amended recital states that freedom of association includes operating without unjustified interference and seeking, securing and using resources, protected by Article 63 TFEU and Articles 7, 8 and 12 of the Charter.
  3. Trade unions, political parties and churches or religious organisations may not establish ECBAs but may become non-founding members; faith-based charitable non-profit organisations may establish one.
  4. An ECBA's profits may not be redistributed among members, founders or other private parties, and residual assets on dissolution must go to another non-profit association with the same purpose.
  5. An ECBA must carry out or aim to carry out activities in at least two member states and have founding members with links to at least two member states, based on citizenship, residence or registered office.
  6. Member states must apply to ECBAs the national rules for the most similar or most commonly used legal form of non-profit association, and notify the Commission and the ECBA Committee of that form within one year.
  7. Member states may restrict ECBAs only where measures are non-discriminatory, prescribed by law, justified by overriding reasons in the public interest, appropriate and strictly interpreted, and based on a case-by-case assessment.
  8. Member states must not restrict ECBAs' participation in public or political debate, and must not impose discriminatory nationality requirements, physical-presence requirements for meetings, or general bans on economic activities.
  9. The executive body of an ECBA must have at least three persons, who may be natural persons or legal entities with a non-profit purpose established in the Union through their representatives.
  10. Each member of an ECBA has one vote unless the statutes allow differentiation between full members who can vote and associate members who cannot.
  11. Member states must allow two or more ECBAs to merge, with approval by their decision-making bodies, without loss or interruption of legal personality, and must allow online applications for registration and transfer of registered office.
  12. Member states must report yearly to the Commission and the ECBA Committee on registered ECBAs and on measures, restrictions, refusals and involuntary dissolutions, and the Commission must report every five years.

Who is affected

  • Non-profit associations wanting to operate cross-border in the EU, which gain a European legal form and equal treatment with national forms.
  • Trade unions, political parties and religious organisations, which may not establish ECBAs but may become non-founding members.
  • Member states, which must designate an independent competent authority, establish or use a register, and notify the Commission of the applicable legal form.
  • Employees, volunteers, trade unions and workers' representatives, who must be informed and consulted on obligations in conversions, mergers and transfers.
  • Creditors of an ECBA, whose safeguards must be explained in a report in the event of a transfer of registered office.

Figures and deadlines

  • At least two member states for an ECBA's activities and founding members' links.
  • A minimum of three persons on an ECBA's executive body.
  • Two-thirds of the votes representing at least half of the total members for a members' dissolution decision.
  • One year after entry into force for member states to identify and notify the most similar or most commonly used legal form.
  • One year from entry into force for member states to transpose the directive.
  • Five years after the transposition deadline, and every five years thereafter, for the Commission's report.
  • At least twice a year for member states to consult non-profit organisations after transposition.
  • Until the financial year following dissolution for documents and information to be publicly available.

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