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

Amendments tabled for the plenary sitting on this text, in their own numbering series. This is a different set from the committee amendments tracked elsewhere on AmendEU, and is not counted in any of the site’s amendment totals.

1. Amendment 1The LeftMotion for a resolution · Paragraph 1
   Current text

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

   Amendment

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

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2. Amendment 2The LeftMotion for a resolution · Paragraph 1 a (new)
   Amendment

   1 a. 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;

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3. Amendment 3The LeftMotion for a resolution · Paragraph 1 b (new)
   Amendment

   1 b. 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 S.EUs, ensuring, inter alia, effective compliance with Union 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 those rights cannot under any circumstance be circumvented or reduced by relying on the 28th regime;

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4. Amendment 4The LeftMotion for a resolution · Paragraph 2
   Current text

   2. Stresses that a 28th regime must be ambitious in substance and in form; underlines that the rules concerning the 28th regime must be the same throughout the entire Union and that Member States should not be allowed to maintain or introduce, in their national law, provisions which diverge from those laid down in the legal act on the 28th regime; considers the use of a regulation as the most appropriate measure to introduce a 28th regime; acknowledges that a maximum harmonisation directive could serve the same objective; is opposed to using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which could…

   Amendment

   2. Insists on the use of a legal basis that will make it possible to adopt the legal act on the 28th regime in the Council by qualified majority;

   Excerpt — full text in the official PDF.
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5. Amendment 5The LeftMotion for a resolution · Paragraph 5
   Current text

   5. Considers that the need for uniformity, efficiency, coherence and legal certainty, called for by economic operators, such as globally innovative SMEs, start-ups and scale-ups, and investors in the sector, makes it necessary to adopt a maximum harmonisation directive;

   Amendment

   deleted

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6. Amendment 6The LeftMotion for a resolution · Paragraph 7
   Current text

   7. Considers that the 28th regime is a strategic step towards further deepening the internal market, thereby advancing European integration and competitive strength;

   Amendment

   deleted

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7. Amendment 7The LeftMotion for a resolution · Paragraph 10
   Current text

   10. Is mindful of the risk that a 28th regime could enable the circumvention of mandatory domestic protections for workers, their representatives and trade unions, and other vulnerable parties; underlines that the 28th regime must under no circumstances become a vehicle to undermine, reduce, weaken or circumvent existing levels of protection at Union or national level; insists that effective 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;

   Amendment

   10. Is strongly concerned by the risk that a 28th regime could enable the circumvention of mandatory domestic protections for workers, their representatives and trade unions, and other vulnerable parties; underlines that the 28th regime must under no circumstances become a vehicle to undermine, reduce, weaken or circumvent existing levels of protection at Union or national level; in that regard, 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 the circumvention or weakening of more protective social rules applicable in the country of origin; insists that strong and effective safeguards be se…

   Excerpt — full text in the official PDF.
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8. Amendment 8The LeftMotion for a resolution · Paragraph 11
   Current text

   11. Considers the establishment of a 28th regime fundamental for innovation, competitiveness and growth and believes that the proposal, along with the related regulatory and executive measures, should be adopted and implemented as quickly as possible;

   Amendment

   deleted

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9. Amendment 9The LeftMotion for a resolution · Paragraph 12
   Current text

   12. 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;

   Amendment

   12. Is of the opinion that the 28th regime should concern company law rules and fiscal 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;

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10. Amendment 10The LeftMotion for a resolution · Paragraph 14 a (new)
    Amendment

    14 a. Calls on the Commission to consider the need to establish a harmonised floor for mandatory employee participation in the administrative or supervisory bodies of S.EUs; calls, therefore, for control mechanisms and effective, proportionate and dissuasive penalties for non-compliance;

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11. Amendment 11The LeftMotion for a resolution · Paragraph 14 b (new)
    Amendment

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

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12. Amendment 12The LeftMotion for a resolution · Paragraph 14 c (new)
    Amendment

    14 c. Sets a threshold of 250 employees, or 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 Union level;

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13. Amendment 13The LeftMotion for a resolution · Paragraph 14 d (new)
    Amendment

    14 d. Insists on transparent, non-discriminatory and informed election or appointment procedures, as well as training, delegation time and access to necessary information;

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14. Amendment 14The LeftMotion for a resolution · Paragraph 14 e (new)
    Amendment

    14 e. Recommends that every S.EU should introduce mandatory employee participation on the board of directors or supervisory board, in accordance with the procedures provided for by national law, with a level of employee representation of at least one third of the seats, without prejudice to more protective national provisions; guarantees the free election of employee representatives, their protection against reprisals and the granting of the necessary resources for the exercise of their mandate;

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15. Amendment 15The LeftMotion for a resolution · Paragraph 15
    Current text

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

    Amendment

    15. Acknowledges that company formation and registration could be improved; calls for procedural complexity to be reduced while ensuring legal certainty; calls for the compulsory integration of digital tools for submitting company documents and disclosing information online throughout the lifecycle of the S.EU and for the full implementation of the ‘once only’ principle for the registration and administration of an S.EU; calls for the possibility of allowing digital procedures, such as digital meetings for general assemblies and board meetings;

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16. Amendment 16The LeftMotion for a resolution · Paragraph 17
    Current text

    17. Calls for the creation or integration into existing structures of a uniform Union-level digital portal to serve as a direct entry point for S.EUs, complementing and extending the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a new separate or parallel register; stresses that the digital portal should not replace the existing national incorporation rules but, rather, serve as a common portal on which all information necessary for investors would be aggregated; stresses that the digital portal must be easily accessible, allowing for seamless access to national business registries, and shoul…

    Amendment

    17. Calls for the creation or integration into existing structures of a uniform Union-level digital portal to serve as a direct entry point for S.EUs, complementing and extending the existing Business Register Interconnection System (BRIS) by providing a harmonised, single-access interface for cross-border use, without creating a new separate or parallel register; stresses that the digital portal should not replace the existing national incorporation rules but, rather, serve as a common portal on which all information necessary for investors would be aggregated; stresses that the digital portal must be easily accessible, allowing for seamless access to national business registries, and shoul…

    Excerpt — full text in the official PDF.
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17. Amendment 17The LeftMotion for a resolution · Paragraph 20
    Current text

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

    Amendment

    20. Considers that the S.EU should serve as a corporate form for single entities

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18. Amendment 18The LeftMotion for a resolution · Paragraph 20 a (new)
    Amendment

    20 a. Stresses that any company which directly or indirectly owns subsidiaries, branches or related entities located in non-cooperative tax jurisdictions included in the Union list should be prohibited from registering as an S.EU; stresses that registration as an S.EU or the maintenance of S.EU 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 event of non-compliance; stresses that this prohibition is essential to ensuring the credibility and integrity of the 28th regime;

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19. Amendment 19The LeftMotion for a resolution · Paragraph 27
    Current text

    27. Stresses that the S.EU framework should foster partnerships with universities, research institutes and technology transfer offices to accelerate the transition from lab to market, to ensure access to research infrastructure and expertise, and to support the commercialisation of research results, thereby strengthening innovation-driven ecosystems;

    Amendment

    deleted

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20. Amendment 20The LeftMotion for a resolution · Paragraph 29
    Current text

    29. Stresses that attracting top talent is essential for growth and innovation in the Union and that SMEs, start-ups and scale-ups often face difficulties in offering the right competitive financial incentives across the single market, such as equity or profit-sharing, to attract and retain skilled professionals; underlines that productivity growth, innovation and social inclusion must go hand in hand; is of the view that consideration should be given to harmonising rules for employee financial participation, in particular through the creation of employee stock ownership plans (‘ESOPs’) and employee stock options (‘ESOs’);

    Amendment

    29. Stresses that attracting top talent is essential for growth and innovation in the Union and that SMEs, start-ups and scale-ups often face difficulties in offering the right competitive financial incentives across the single market, such as equity or profit-sharing, to attract and retain skilled professionals; underlines that innovation and social inclusion must go hand in hand; is of the view that consideration should be given to harmonising rules for employee financial participation, in particular through the creation of employee stock ownership plans (‘ESOPs’) and employee stock options (‘ESOs’); draws attention, in that context, to the necessity of accompanying the proposal on the 28t…

    Excerpt — full text in the official PDF.
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21. Amendment 21The LeftMotion for a resolution · Paragraph 29 a (new)
    Amendment

    29 a. Insists that a wage indexation mechanism be put in place and that such indexation complement, rather than replace, existing basic salaries and social rights; calls on the Commission to draw up, in consultation with the social partners, harmonised guidelines to ensure that that mechanism is implemented in a consistent and verifiable manner;

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22. Amendment 22The LeftMotion for a resolution · Paragraph 35
    Current text

    35. Reiterates that access to finance should not be limited to venture capital but should also cover other types of investments, including equity and social impact investments, pension schemes and public investment funds, in order to ensure the necessary access to capital;

    Amendment

    35. Reiterates that access to finance should not be limited to venture capital but should also cover other types of investments, including equity and social impact investments and public investment funds, in order to ensure the necessary access to capital;

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23. Amendment 23The LeftMotion for a resolution · Paragraph 36
    Current text

    36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswith research institutions to support spin-offs and knowledge transfer; underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;

    Amendment

    36. Underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;

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24. Amendment 24The LeftMotion for a resolution · Subheading 6
    Current text

    Dispute Resolution

    Amendment

    deleted

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25. Amendment 25The LeftMotion for a resolution · Paragraph 37
    Current text

    37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU s to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to S.EU s and that it should be possible for such special panels to conduct the dispute resolution in English;

    Amendment

    deleted

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26. Amendment 26The LeftMotion for a resolution · Paragraph 40
    Current text

    40. 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;

    Amendment

    deleted

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27. Amendment 27The LeftMotion for a resolution · Paragraph 41
    Current text

    41. Considers that the financial implications of the requested proposal should be covered by robust budgetary allocations;

    Amendment

    deleted

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28. Amendment 28ESNMotion for a resolution · Paragraph 2 a (new)
    Amendment

    2 a. Underlines that the choice of legal basis should ensure the broadest possible consensus among Member States; considers that recourse to legal bases requiring unanimity in the Council should not be excluded where the proposed measures significantly affect core aspects of national company law;

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29. Amendment 29ESNMotion for a resolution · Paragraph 10 a (new)
    Amendment

    10 a. Stresses, however, that safeguards aimed at protecting workers and other vulnerable parties must not result in disproportionate regulatory burdens or limit the contractual freedom, organisational autonomy and entrepreneurial flexibility of companies opting into the 28th regime;

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30. Amendment 30PfEMotion for a resolution · Citation 2
    Current text

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

    Amendment

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

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31. Amendment 31PfEMotion for a resolution · Recital C a (new)
    Amendment

    C a. whereas Europe’s lack of competitiveness and attractiveness stems from the significant regulatory burdens imposed on European companies under the Green Deal; ; whereas it is necessary for the Commission to pursue real simplification rather than considering harmonising all the social, fiscal and statutory rules applicable to companies;

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32. Amendment 32PfEMotion for a resolution · Recital E a (new)
    Amendment

    E a. whereas such harmonised rules on company law, social law and taxation are particularly sensitive issues for Member States; whereas a unified European corporate law system in these areas must respect the principle of sovereignty by guaranteeing unanimous voting in the Council; whereas Article 352 of the Treaty on the Functioning of the European Union is therefore the only appropriate legal basis for ensuring that the various national interests are respected;

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33. Amendment 33PfEMotion for a resolution · Paragraph 2
    Current text

    2. Stresses that a 28th regime must be ambitious in substance and in form; underlines that the rules concerning the 28th regime must be the same throughout the entire Union and that Member States should not be allowed to maintain or introduce, in their national law, provisions which diverge from those laid down in the legal act on the 28th regime; considers the use of a regulation as the most appropriate measure to introduce a 28th regime; acknowledges that a maximum harmonisation directive could serve the same objective; is opposed to using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which could…

    Amendment

    2. Stresses that a 28th regime must not impede the national sovereignty of Member States; is in favor of using Article 352(1) of the Treaty on the Functioning of the European Union (TFEU) as a legal basis because it requires unanimity in the Council, which is the only legal basis that respect the principle of sovereignty as it requires unanimity in the Council; is opposed to the use of a legal basis that will make it possible to adopt the legal act on the 28th regime in the Council by qualified majority;

    Excerpt — full text in the official PDF.
    official amendment document ↗
34. Amendment 34PfEMotion for a resolution · Paragraph 37
    Current text

    37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU s to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to S.EU s and that it should be possible for such special panels to conduct the dispute resolution in English;

    Amendment

    deleted

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35. Amendment 35PfEMotion for a resolution · Paragraph 40
    Current text

    40. 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;

    Amendment

    40. Requests that the Commission refrain from presenting a legislative proposal scheduled for the first quarter of 2026;

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