EU Inc · Regulation text

EU Inc Regulation, Chapters VII to IX

Part 3 of 4 of the Commission proposal (COM(2026) 321): Chapters VII to IX, Articles 61 to 87. Each article shows the Council's change, with the Council text under it where the mandate marks changes.

  • Proposal, not law
  • Commission proposal: 18 Mar 2026
  • Council mandate: agreed 23 Oct 2026
  • Parliament: no committee vote yet
  • Updated 11 Nov 2026
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Badges show what the Council mandate of 23 Oct 2026 did to each article: amendednewdeletedunchanged

Chapter VII

Financing

Article 61Non-par value of shares

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Council: amended

In plain words. Shares may be issued with or without a nominal value.

1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no nominal value and shall not represent a fraction of the company’s capital (non-par value shares).

2. Where the articles of association provide for a nominal value of shares (par value shares), the nominal value shall represent the fractional value of the company’s capital. All shares in the company shall have the same nominal value.

3. An EU Inc. company shall not have both shares with and without a nominal value.

Council text (23 Oct 2026), changes marked

1. Unless otherwise provided in the articles of association, the shares of the EU Inc. company shall have no nominal value and shall not represent a fraction of the company’s capital (non-par value shares).

2. Where the articles of association provide for a nominal value of shares (par value shares), the nominal value shall represent the fractional value of the company’s capital. All shares in the company shall have the same nominal value.

3. An EU Inc. company shallmay not have both shares with and without a nominalpar value and non-par value shares.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 62Amount of capital

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Council: amended

In plain words. There is no minimum capital and no duty to build up capital or legal reserves. Council: the articles must state the capital, and it may be EUR 0.

1. The company is not required to have a minimum amount of capital nor is it required to build up capital or legal reserves over time.

2. The capital of the company shall be expressed in euro or, in Member States in which the official currency is not the euro, the official currency of the Member State of registration.

3. Where the company issues shares with a nominal value, the contribution to capital for each share shall be equal to its nominal value. The capital shall be fully subscribed.

Council text (23 Oct 2026), changes marked

1. The articles of association shall specify the capital of the company is not required to have a minimum amount of capital nor is it required to build up capital or legaland may specify rules on reserves over time.

The company is neither required to have a minimum amount of capital nor to build up capital or legal reserves over time. Accordingly, the amount of the capital may be 0 EUR.

2. The capital of the company shall be expressed in euro or, in Member States in which the official currency is not the euro, the official currency of the Member State of registration.

3. Where the company issues par value shares with a nominal value, the contribution to capital for each share shall be equal to its nominal value. The capital shall be fully subscribed.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 63Maintenance of equity

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Council: amendedCouncil title: Maintenance of assets

1. The assets of the company required to maintain the capital shall not be distributed to the shareholders, unless the capital is reduced in accordance with Art. 77.

2. Any consideration or part of a consideration for shares that is not contributed to capital shall not be subject to the restriction under paragraph 1 and shall be freely distributable in accordance with Article 72, unless otherwise provided in the articles of associations or a decision to issue new shares.

Council text (23 Oct 2026), changes marked

Maintenance of equity assets

1. Where an EU Inc. company has a non-zero capital, the assets of the company required to maintain thethat capital shall not be distributed to the shareholders, unless the capital is reduced in accordance with Art.Article 77.

2. Any consideration or part of a consideration for shares that is not contributed toassets in excess of the company's capital shall not be subject to the restriction under paragraph 1 and shall be freely distributable in accordance with Article 72, unless otherwise providedfurther restrictions are laid down in the articles of associations or a decision to issue new sharesassociation.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 64Consideration for shares

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Council: amended

In plain words. Anything contributed to capital must be fully provided when the shares are issued. Other consideration may be called later, but within five years at the latest. Council: three years, and monetary payments must go through a payment service provider or a financial or credit institution.

1. Shareholders shall provide the agreed consideration for shares in accordance with the articles of association or the decision to issue new shares.

2. The consideration for shares may take the form of any transfer of economic value, including cash payments and payments in kind in accordance with the requirements laid down in Article 65.

3. Shares may be issued against consideration to be contributed to capital or consideration not to be contributed to capital, or a combination of both.

4. Any part of the consideration that is to be contributed to capital shall be fully provided upon issue of the shares.

5. For any part of the consideration that is not a contribution to capital, the articles of association or the decision to issue new shares may provide that the consideration has to be provided within a specified time period or upon request by the company. In any case, the consideration shall be provided in full at the latest five years from the date of the issuance of the shares.

Council text (23 Oct 2026), changes marked

1. Shareholders shall provide the agreed consideration for shares in accordance with the articles of association or the decision to issue new shares.

2. The consideration for shares may take the form of any transfer of economic value, including cashmonetary payments and payments in kindin-kind consideration in accordance with the requirements laid down in Article 65. Monetary payments shall be made through a payment services provider, a financial institution or a credit institution.

3. Shares may be issued against consideration to be contributed to capital or consideration not to be contributed to capital, or a combination of both.

4. Any part of the consideration that is to be contributed to capital shall be fully provided upon issue of the shares.

5. For any part of the consideration that is not a contribution to capital, the articles of association or the decision to issue new shares may provide that the consideration has to be provided within a specified time period or upon request by the company. In any case, the consideration shall be provided in full at the latest fivethree years from the date of the issuance of the shares.

5a. The articles of association may restrict or prohibit the EU Inc. company from providing financial assistance, in particular by advancing funds, making loans or providing security, with a view to the acquisition of its shares by a third party.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 65Requirements for in-kind considerations

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Council: amended

1. Considerations in kind may be contributed to capital, unless they take the form of an undertaking to perform work or supply services.

2. All in-kind considerations for shares shall have a determinable value. The value of in-kind considerations for the first shares shall be specified in the articles of association. Where new shares are issued against a consideration in kind, the value of the consideration shall be specified in the decision on the issuance of the shares.

3. A report by one or more independent experts appointed or approved by an administrative or judicial authority shall be drawn up before the issuance of shares against a consideration in kind.

4. The experts' report referred to in paragraph 3 shall contain at least a description of each of the assets comprising the consideration as well as of the methods of valuation used and shall state whether the values determined by the application of those methods correspond at least to the value specified in accordance with paragraph 2. The report shall be filed and made publicly available in the business register.

5. The articles of association or a decision of the general meeting adopted with the same majority as required for amendments to the articles of association may waive the requirement for the experts’ report referred to in paragraph 3 for in-kind considerations or parts thereof that are not to be contributed to capital. A decision to waive the experts’ report shall be filed and made publicly available in the business register.

6. Where an in-kind consideration has been significantly overvalued in relation to its fair value on the date on which the shares were subscribed, the shareholder who has provided such consideration shall compensate the company for the shortfall.

Council text (23 Oct 2026), changes marked

1. Considerations in kind may be contributed to capital, unless they take the form of an undertaking to perform work or supply services.

2. All in-kind considerations for shares shall have a determinable value. The value of in-kind considerations for the first shares shall be specified in the articles of association. Where new shares are issued against a consideration in kind, the value of the consideration shall be specified in the decision on the issuance of the shares.

3. A report by one or more independent experts appointed or approved by an administrative or judicial authority shall be drawn up before the issuance of shares against a consideration in kind.

4. The experts' report referred to in paragraph 3 shall contain at least a description of each of the assets comprising the consideration as well as of the methods of valuation used and shall state whether the values determined by the application of those methods correspond at least to the value specified in accordance with paragraph 2. The report shall be filed and made publicly available in the business register.

5. The articles of association or a decision of the general meeting adopted with the same majority as required for amendments to the articles of association may waive the requirement for the experts’ report referred to in paragraph 3 for in-kind considerations or parts thereof that are not to be contributed to capital. A decision to waive the experts’ report shall be filed and made publicly available in the business register.

6. Where an in-kind consideration has been significantly overvalued in relation to its fair value on the date on which the shares were subscribed, the shareholder who has provided such consideration shall compensate the company for the shortfall.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 66Issuance of first shares

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Council: amended

1. The subscriptions for the first shares shall be declared in the articles of association.

2. The first shares shall be registered in the digital register of shares at the time of its creation.

Council text (23 Oct 2026), changes marked

1. The subscriptions for the first shares shall be declared in the articles of association.

2. The first shares shall be registered in the digital register of shares at the time of its creationformation.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 67Issuance of new shares

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Council: amended

1. The general meeting shall decide on the issuance of new shares.

2. The articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.

3. The decision on the issuance of new shares shall set out the number of shares to be issued, the consideration for a share and if any part of the consideration is to be contributed to capital.

4. Subscriptions for new shares may be concluded fully online. Member States shall not impose any requirements or conditions restricting the ability to conclude subscriptions for new shares fully online, including requirements for subscribers of shares to apply for a tax identification number in person.

5. A subscription shall be deemed to be valid through an agreement between the company and the subscriber sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014.

6. Where the subscriber is unable to provide a qualified electronic seal or a qualified electronic signature referred to in subparagraph 1, the agreement may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.

Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the subscription to be legally valid.

7. A subscription for new shares shall indicate the subscriber, the share issue decision on which the subscription is based, the shares that are being subscribed for, any consideration to be paid and if any part of the consideration is to be contributed to capital.

8. The board of directors shall register newly subscribed shares without undue delay once any consideration immediately due upon subscription has been fully paid and all terms of subscription have been met.

9. The board of directors shall update the number of shares and, where a contribution to capital is made, the amount of capital indicated in the articles of association in accordance with Article 27.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on the issuance of new shares. The decision shall authorise the amendment of the articles of association in accordance with paragraph 9, and shall accordingly require the majority set out in Article 49(3).

2. By way of derogation from paragraph 1, the articles of association may authorise the board of directors or another company body to decide on the issuance of new shares up to a specified maximum number of shares. The authorisation shall also authorise the updating of the articles of association in accordance with paragraph 9. The authorisation may empower the board of directors or another company body to restrict or exclude pre-emption rights on new shares issued against cash consideration.

3. The decision on the issuance of new shares referred to in paragraphs 1 and 2 shall set out the number of shares to be issued, the consideration for a share and if, whether any part of the consideration is to be contributed to capital, and any time-limit on the issuance of the shares.

4. Subscriptions for new shares may be concluded fully online. Member States shall not impose any requirements or conditions restricting the ability to conclude subscriptions for new shares fully online, including requirements for subscribers of shares to apply for a tax identification number in person.

5. A subscription shall be deemed to be valid through an agreement between the company and the subscriber sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014.

6. Where the subscriber is unable to provide a qualified electronic seal or a qualified electronic signature referred to in subparagraph 1paragraph 5, the agreement may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.

Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the subscription to be legally valid.

7. A subscription for new shares shall indicate the subscriber, the share issue decision on which the subscription is based, the shares that are being subscribed for, any consideration to be paid and if any part of the consideration is to be contributed to capital.

8. The board of directors shall register newly subscribed shares without undue delay once any consideration immediately due upon subscription has been fully paid and all terms of subscription have been met.

9. Once registration is complete, the board of directors shall update the number of shares and, where a contribution to capital is made, the amount of capital indicated in the articles of association in accordance with Article 27.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 68Instruments entitling to new shares

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Council: amended

1. The general meeting shall decide on the issuance of convertible instruments, warrants or other instruments entitling to new shares.

2. The articles of association may authorise the board of directors or another company body to decide on the issuance of instruments entitling to new shares up to a specified number of new shares. The authorisation may empower the board of directors or other company body to restrict or exclude pre-emption rights on instruments entitling to new shares.

3. The decision on the issuance of instruments entitling to new shares shall set out the purpose of the issuance, the persons or group of persons to whom the instruments are offered, the number of instruments to be issued, any consideration to be paid for the instruments and the terms for the exchange for or subscription for new shares.

4. The board of directors shall decide on the issuance of new shares for the purpose of satisfying claims arising from instruments entitling to new shares. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the issuance of those shares. An exchange of claims for new shares by means of a convertible instrument shall be deemed a consideration in cash. Where the company’s shares have a nominal value, any difference between the nominal share value and a lower issue price of a convertible instrument may be covered by funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on the issuance of convertible instruments, warrants entitling to new shares or other instruments entitling the holder to new shares. The decision shall authorise the amendment of the articles of association in accordance with Article 67(9), and shall accordingly require the qualified majority set out in Article 49(3).

2. By way of derogation from paragraph 1, the articles of association may authorise the board of directors or another company body to decide on the issuance ofto issue convertible instruments, warrants entitling to new shares or other instruments entitling holders to new shares up to a specified number of new shares. The authorisation shall also authorise the updating of the articles of association in accordance with Article 67(9). The authorisation may empower the board of directors or other company body to restrict or exclude pre-emption rights on instruments entitling to new shares.

3. The decision on the issuance of instruments entitling holders to new shares shall set out the purpose of the issuance, the persons or group of persons to whom the instruments are offered, the number of instruments to be issued, any consideration to be paid for the instruments, and the terms for the exchange for or subscription for new shares.

4. Where a holder seeks to redeem a valid instrument as referred to in this Article, the board of directors shall decide on the issuance ofto issue new shares for the purpose of satisfying claims arising from instruments entitling to new sharesthat claim. The requirements for new shares laid down in Articles 64, 65 and 67(3) to (8)(9) shall apply for the issuance of those shares. An exchange of claims for new shares by means of a convertible instrument shall be deemed a consideration in cash. Where the company’s shares have a nominal value, any difference between the nominal share value and a lower issue price of a convertible instrument may be covered by funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 69Pre-emptive rights

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Council: unchanged

1. Unless otherwise specified in the articles of association, new shares issued against a consideration in cash or instruments entitling to new shares as referred to in Article 68 shall be offered on a pre-emptive basis to the shareholders in proportion to their shareholding. Shareholders shall have no pre-emptive rights on new shares issued to satisfy claims arising from instruments entitling to new shares.

2. Shareholders may exercise their pre-emptive right within fourteen (14) days of the offer.

3. When deciding on an issuance of new shares or of instruments entitling to new shares as referred to in Article 68, the general meeting or the board of directors where it is authorised in accordance with Articles 67(2) or 68(2) may modify or exclude the pre-emptive rights for that issuance.

Article 70Capital increase

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Council: amended

1. The capital may be increased in the following ways:

(a) by issuing new shares against consideration in the form of contributions to capital, as provided in Article 64;

(b) by converting reserves to capital (capital increase from reserves).

2. The capital shall be considered to have been increased once the increase has been made publicly available in the business register.

Council text (23 Oct 2026), changes marked

1. The capital may be increased in the following ways:

(a) by issuing new shares against consideration in the form of contributions to capital, as provided in Article 64; or

(b) by converting reserves to capital (capital increase from reserves), as provided for in Article 71.

2. The capital shall be considered to have been increased once the increase has been made publicly available in the business register.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 71Capital increase from reserves

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Council: amended

1. The general meeting shall decide on a capital increase from reserves.

2. The articles of association may authorise the board of directors or another company body to decide on the capital increase from reserves.

3. The decision on the capital increase from reserves shall indicate the amount of the increase and the reserves to be converted to capital. Reserves earmarked for a specific purpose shall not be converted to capital unless that conversion to capital is compatible with their purpose.

4. The board of directors shall update the amount of capital and, where the shares of the company have a nominal value, the nominal value indicated in the articles of association in accordance with Article 27.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on the carrying out of a capital increase from reserves.

2. By way of derogation from paragraph 1, the articles of association may authorise the board of directors or another company body to decide on theto carry out a capital increase from reserves. That authorisation shall also authorise the updating of the articles of association in accordance with paragraph 4.

3. TheAny decision on theto carry out a capital increase from reserves shall indicate the amount of the increase and the reserves to be converted to capital. Reserves earmarked for a specific purpose shall not be converted to capital unless that conversion to capital is compatible with their purpose.

4. The board of directors shall update the amount of capital and, where the shares of the company have a nominal value, the nominal value indicated in the articles of association in accordance with Article 27.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 72Distributions

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Council: amended

In plain words. A distribution takes effect only if all directors sign a statement on a balance-sheet test and a 12-month solvency test. Directors who knew, or should have known, that the tests were not met are jointly and severally liable. Council: the decision and statement must be filed with the register, and the balance sheet used may not pre-date the previous financial year.

1. The general meeting shall decide on distributions.

2. The articles of association may authorise the board of directors or another company body to decide on distributions.

3. The decision on a distribution shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the distribution,

(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and

(b) the company will be able to pay its debts as they fall due in the normal course of business in the 12 months following the date of the distribution (solvency test).

4. Where the company carries out a distribution in violation of paragraphs 1, 2 or 3 or where the directors signing the statement referred to in paragraph 2 knew or, in view of the circumstances, should have known at the time of the statement that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, they shall be jointly and severally liable to the company for all damages resulting from the distribution.

5. Where a shareholder has received a distribution carried out in violation of paragraphs 1, 2 or 3 or where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount oft assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on distributions.

2. The articles of association may authorise the board of directors or another company body to decide on distributions.

3. The decision on a distribution shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the distribution,

(a) the total amount of assets as set out in the most recent balance sheet, which may not pre-date the previous financial year, would remain greater than the total amount of liabilities and capital (balance sheet test), and

(b) the company will be able to pay its debts as they fall due in the normal course of business in the 12 months following the date of the distribution (solvency test).

3a. The board of directors shall file the decision on distributions as referred to in paragraphs 1 and 2, and the statement referred to in paragraph 3, in accordance with Article 27.

4. Where the company carries out a distribution in violation of paragraphs 1, 2, 3 or 3a, or 3 or where the directors signing the statement referred to in paragraph 2 knew or, in view of the circumstances, should have known at the time of the statement that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, they shall be jointly and severally liable to the company for the full amount of that unlawful distribution and all otherall damages resulting from the distributiontherefrom.

5. Where a shareholder has received a distribution carried out in violation of paragraphs 1, 2, 3 or 3a, or 3 or where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount oftof assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 73Subscription of own shares

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Council: amended

1. The shares of a company shall not be subscribed for by the company itself. Shares subscribed for in the company’s name in contravention of this paragraph are deemed to be subscribed for by the founders or, in case of an issuance of new shares, by all directors, who shall be jointly and severally liable for the consideration for the shares.

2. If the shares of a company have been subscribed for by a person acting in his or her own name, but on behalf of the company, the person shall be deemed to have subscribed for them for his or her own account.

Council text (23 Oct 2026), changes marked

1. The shares of a company shall not be subscribed for by the company itself, whether directly or indirectly (through a subsidiary or nominee acting under the company's instructions). Shares subscribed for in the company’s name in contravention of this paragraph are deemed to be subscribed for by the founders or, in case of an issuance of new shares, by all directors, who shall be jointly and severally liable for the consideration for the shares.

2. If the shares of a company have been subscribed for by a person acting in his or her own name, but on behalf of the company, the person shall be deemed to have subscribed for them for his or her own account.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 74Acquisition of own shares

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Council: amended

1. The general meeting shall decide on the acquisition of the company’s own shares for consideration or on the acceptance of own shares as security.

2. The articles of association may authorise the board of directors or another company body to decide on the acquisition of own shares for consideration or on the acceptance of own shares as security up to a specified maximum number of shares.

3. The company may not acquire its own shares or accept them as security before the consideration for them has been fully paid.

4. The company shall only acquire its own shares for consideration out of funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

5. The company shall only accept its own shares as security if the amount of the claims to be secured or, where the value of the shares taken as security is lower than the amount of claims to be secured, that value does not exceed the amount of funds available for distribution.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on the acquisition of the company’s own shares for consideration or on the acceptance of own shares as security.

2. The articles of association may authorise the board of directors or another company body to decide on the acquisition of own shares for consideration or on the acceptance of own shares as security up to a specified maximum number of shares.

3. The company may not acquire its own shares or accept them as security before the consideration for them has been fully paid.

4. The company shall only acquire its own shares for consideration out of funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

5. The company shall only accept its own shares as security if the amount of the claims to be secured or, where the value of the shares taken as security is lower than the amount of claims to be secured, that value does not exceed the amount of funds available for distribution.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 75Treatment of own shares

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Council: amended

1. The company may hold its own shares in treasury, transfer them in accordance with Articles 58 and 59 or cancel them.

2. The company shall not have any rights attached to own shares held in treasury.

3. The general meeting decides on the cancellation of own shares.

4. The articles of association may authorise the board of directors or another company body to decide on the cancellation of own shares.

5. Where the company’s shares have a nominal value, the amount of the company's capital shall be reduced accordingly by the nominal amount of the shares cancelled. Upon cancellation of own shares, the company shall transfer an amount in the aggregate nominal value of the cancelled shares to a reserve, which shall be treated as if it were part of the company’s capital.

6. Upon cancellation of own shares, the board of directors shall update the number of shares and, where the company’s shares have a nominal value, the amount of capital indicated in the articles of association in accordance with Article 27.

Council text (23 Oct 2026), changes marked

1. The company may hold its own shares in treasury, transfer them in accordance with Articles 58 and 59 or cancel them.

2. The company shall not have any of the rights attached to own shares held in treasury.

3. The general meeting decides on the cancellation ofmay decide to cancel the company’s own shares. The decision shall authorise the amendment of the articles of association in accordance with paragraph 6, and shall accordingly require the qualified majority set out in Article 49(3).

4. The articles of association may authorise the board of directors or another company body to decide on the cancellation ofto cancel the company's own shares.

5. Where the company’s shares have a nominal value, the amount of the company's capital shall be reduced accordingly by the nominal amount of the shares cancelled. Upon cancellation of own shares, the company shall transfer an amount in the aggregate nominal value of the cancelled shares to a reserve, which shall be treated as if it were part of the company’s capital.

6. Upon cancellation of own shares, the board of directors shall update the number of shares and, where the company’s shares have a nominal value, the amount of capital indicated in the articles of association in accordance with Article 27.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 76Redeemable shares

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Council: amended

1. The company may issue new shares that can be redeemed against the company (redeemable shares). The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.

2. Redeemable shares shall be issued in accordance with Article 67. In addition to the elements referred to in Article 67(3) and (6), the decision on the issuance of redeemable shares and the subscription for such shares shall set out the conditions and manner of redemption and the redemption price or the basis for the determination of the redemption price.

3. Redeemable shares shall only be issued as long as the company has non-redeemable shares. Non-redeemable shares shall not be turned into redeemable shares after their issuance.

4. Redeemable shares shall only be redeemed if they have been fully paid up.

5. Upon redemption, redeemable shares are cancelled and the redemption price becomes payable to the shareholder.

6. The redemption price shall only be paid out of funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

7. Redeemed shares shall be cancelled in accordance with Article 75(5) and (6). The board of directors shall be deemed authorised to cancel redeemed shares.

Council text (23 Oct 2026), changes marked

1. The company may issue new shares that can be redeemed against the company (redeemable shares). The shares may be redeemable at the option of the company, of the shareholder, or of both, according to the decision on the issuance of the redeemable shares.

2. Redeemable shares shall be issued in accordance with Article 67. In addition to the elements referred to in Article 67(3) and (6), the decision on the issuance of redeemable shares and the subscription for such shares shall set out the conditions and manner of redemption and the redemption price or the basis for the determination of the redemption price. It shall also authorise the board of directors to cancel redeemed shares in accordance with paragraph (4).

3. Redeemable shares shall only be issued as long as the company has non-redeemable shares. Non-redeemable shares shallmay not be turnedconverted into redeemable shares after their issuance.

4. Redeemable shares shall onlymay be redeemed if they have been fully paid up.as follows:

(a) the company or the shareholder, as applicable, may request to redeem a redeemable share once it has been fully paid up;

(b) the board of directors shall determine whether sufficient funds are available for distribution in accordance with Article 72; and

(i) if so, the board of directors shall decide upon the redemption, cancel the redeemable share in accordance with Article 75(5) and (6), and pay the redemption price to the shareholder, paid only out of those funds; or

(ii) if not, shall refuse to redeem the redeemable share.

5. Upon redemption, redeemable shares are cancelled and the redemption price becomes payable to the shareholder.

6. The redemption price shall only be paid out of funds that are determined by the board of directors to be available for distribution in accordance with Article 72.

7. Redeemed shares shall be cancelled in accordance with Article 75(5) and (6). The board of directors shall be deemed authorised to cancel redeemed shares.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 77Capital reduction

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Council: amended

1. The general meeting shall decide on a capital reduction.

2. The decision on the capital reduction shall indicate the purpose, the way in which the reduction is to be carried out and the amount of the reduction.

3. The decision on a capital reduction shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the reduction,

(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities after the capital reduction (balance sheet test), and

(b) the company will be able to pay its debts as they fall due in the normal course of business in the 12 months following the date of the capital reduction (solvency test).

The statement of the board of directors on the balance sheet and solvency test shall be accompanied by a report of an independent expert appointed or approved by an administrative or judicial authority, stating that the expert has inquired into the company’s state of affairs and is not aware of anything to indicate that the statement is unreasonable.

Sub-paragraphs 1 and 2 shall not apply where the capital is reduced for the sole purpose of covering losses that cannot be covered from other equity or for the purpose of increasing the capital at the same time at least by the amount of the reduction. The articles of association may authorise the board of directors or another company body to decide on a capital reduction for these purposes.

4. The board of directors shall update the amount of capital and, if applicable, the nominal value of shares in the articles of association in accordance with Article 27. The capital is considered to have been reduced once the reduction has been made publicly available in the business register.

5. Where the company carries out a capital reduction in violation of paragraphs 1 to 3 or where the directors signing the statement referred to in paragraph 3 knew or, in view of the circumstances, should have known at the time of the statement that, following the capital reduction, the total amount of assets of the company would not remain greater than the total amount of liabilities after the capital reduction or that the company would no longer be able to pay its debts in the 12 months following the date of capital reduction, they shall be jointly and severally liable to the company for all damages resulting from the capital reduction.

6. Where a shareholder has received a distribution out of capital carried out in violation of paragraphs 1 to 3 or where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.

Council text (23 Oct 2026), changes marked

1. The general meeting shall decide on the carrying out of a capital reduction. The decision shall authorise the amendment of the articles of association in accordance with paragraph 4, and shall accordingly require the majority set out in Article 49(3).

2. The decision on the capital reduction shall indicate the purpose, the way in which the reduction is to be carried out, and the amount of the reduction.

3. The decision on a capital reduction shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the reduction,

(a) the total amount of assets as set out in the most recent balance sheet, which may not pre-date the previous financial year, would remain greater than the total amount of liabilities after the capital reduction (balance sheet test), and

(b) the company will be able to pay its debts as they fall due in the normal course of business in the 12 months following the date of the capital reduction (solvency test).

The statement of the board of directors on the balance sheet and solvency test shall be accompanied by a report of an independent expert appointed or approved by an administrative or judicial authority, stating that the expert has inquired into the company’s state of affairs and is not aware of anything to indicate that the statement is unreasonable. The first and second sub-paragraphs 1 and 2 shall not apply where the capital is reduced for the sole purpose of covering losses that cannot be covered from other equity or for the purpose of increasing the capital at the same time at least by the amount of the reduction. The articles of association may authorise the board of directors or another company body to decide on a capital reduction for these purposes.

4. The board of directors shall update the amount of capital and, if applicable, the nominal value of shares in the articles of association in accordance with Article 27. At the same time, the board of directors shall file the decision on capital reduction as referred to in paragraphs 1 and 2 and the statement and expert report referred to in paragraph 3, as applicable, in accordance with Article 27. The capital is considereddeemed to have been reduced once the reduction has been made publicly available in the business register.

5. Where the company carries out a capital reduction in violation of paragraphs 1 to 3 or where the directors signing the statement referred to in paragraph 3 knew or, in view of the circumstances, should have known at the time of the statement that, following the capital reduction, the total amount of assets of the company would not remain greater than the total amount of liabilities after the capital reduction or that the company would no longer be able to pay its debts in the 12 months following the date of capital reduction, they shall be jointly and severally liable to the company for all damages resulting from the capital reduction.

6. Where a shareholder has received a distribution out of capital carried out in violation of paragraphs 1 to 3 or where the shareholder knew or, in view of the circumstances, should have known at the time of the distribution that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, the shareholder shall be required to return the distribution to the company to the extent that commitments entered into with creditors so require.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Chapter VIII

Eu employee stock option plan

Article 78EU-ESO

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Council: amended

In plain words. The company can grant free, non-transferable warrants to board members and employees under an EU-ESO approved by the general meeting. Holders of more than 25% are excluded, the waiting period is at least 24 months and existing shareholders have no pre-emptive rights. Council: the general meeting decides by the Art. 49(3) majority, and beneficiaries must receive clear information on the risks.

1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons.

2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of the board and employees of the company and its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.

3. The general meeting shall decide on the establishment of the EU-ESO. The resolution shall at least set out:

(a) the group of eligible persons;

(b) the maximum number of warrants that may be issued under the EU-ESO and the shares to which the holder of a warrant shall be entitled upon exercise of the warrant;

(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.

4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.

5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be paid in cash and shall be fully paid up on issue of the shares.

6. The board of directors shall be authorised to issue warrants under the EU-ESO and to issue new shares to satisfy claims arising from the warrants. The board of directors may also satisfy claims arising from warrants issued under the EU-ESO by transferring own shares held in treasury.

7. Existing shareholders shall have no pre-emptive rights on warrants issued under the EU-ESO and on new shares issued to satisfy claims arising from the warrants.

Council text (23 Oct 2026), changes marked

1. The company may establish An EU employee stock option plan (EU-ESO) is a plan under which itan EU Inc. issues warrants to eligible persons.

2. Eligibility forIn order to be eligible to receive EU-ESO warrants issued under the EU-ESO shall be restricted to members, a person must be member of the board and employeesor an employee of the company andor of its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.In addition, they must not:

(a) hold, directly or indirectly, shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company; or

(b) have held such shares in the 24 months preceding the issuance.

This Article does not affect statutory minimum wages or pay levels established by collective agreements.

3. The general meeting shall decide on the establishment of the EU-ESO. The decision shall require the majority set out in Article 49(3). The resolution shall set out at least set out:

(a) the group of eligible persons;

(b) the maximum number of warrants that may be issued under the EU-ESO and the shares to which the holder of a warrant shall be entitled upon exercise of the warrant;

(ba) authorisation for the board of directors to issue warrants and to satisfy claims arising from those warrants, whether by issuing new shares or transferring own shares held by the EU Inc. company;

(bb) the rules for calculating the consideration for the shares;

(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.; and

(ca) the potential effects of the EU-ESO on the ownership structure of the EU Inc.

4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.operate as follows:

(a) the board of directors shall issue warrants in accordance with the resolution referred to in paragraph 3;

(b) those warrants shall be non-transferable and issued for no consideration;

(c) the consideration (or its calculation basis) for which they may be exercised shall be fixed at the point of issue;

(d) if and when the eligible person chooses to exercise the warrant, they shall pay the fixed consideration in cash;

(e) the board of directors shall then satisfy the claim, either by:

(i) issuing new shares, which shall be fully paid up, in accordance with Article 68(4); or

(ii) transferring own shares held by the company, in accordance with Article 75(1).

4a. The EU Inc. company shall provide the persons that are offered warrants issued under the EU-ESO with clear and comprehensible information on the shares issued upon exercise of the warrants, the consideration to be paid for the shares, whether the warrants will benefit from Article 79, as well as clear, transparent information regarding the financial risks involved.

5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be paid in cash and shall be fully paid up on issue of the shares.

6. The board of directors shall be authorised to issue warrants under the EU-ESO and to issue new shares to satisfy claims arising from the warrants. The board of directors may also satisfy claims arising from warrants issued under the EU-ESO by transferring own shares held in treasury.

7. Existing shareholders shall have no pre-emptive rights on warrants issued under the EU-ESO and on new shares issued to satisfy claims arising from the warrants.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 79Taxation of warrants under the EU-ESO

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Council: amended

In plain words. Tax arises only on disposal of the shares, not at grant, vesting or exercise, on the gain over the acquisition price. Council: limited to companies with fewer than 750 employees and turnover up to EUR 150 million when the warrant is issued; the base is the disposal price (fair market value if manifestly undervalued); the no-less-favourable rule is deleted; national anti-abuse, tax-residence and exit-tax rules are preserved.

1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78.

2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.

3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law.

4. Member States shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than that applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are met.

Council text (23 Oct 2026), changes marked

1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the EU-ESO as defined in Article 78, but only where, at the time the warrant was issued, the EU Inc. company employed fewer than 750 persons and had an annual turnover not exceeding EUR 150 million.

1a. The annual turnover and employee numbers are determined, at the start of each financial year, based on the preceding financial year and are calculated in accordance with points 1 and 3 to 6 of the Annex to Commission Recommendation 2025/1099 of 21 May 2025.

2. The income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.

3. The income described in paragraph 2 shall be equal to the difference between the fair market valuedisposal price of the shares at the date of disposal and their acquisition price. However, where that disposal price is manifestly undervalued, a national competent authority may substitute it with the fair market value. It shall be subject to taxation in accordance with national law.

4. Member StatesAll other taxation aspects relevant to the application of this Article shall ensure that the warrants issued under EU-ESO and the resulting underlying shares are subject to a tax treatment that is not less favourable than thatbe governed by national taxation law and, where relevant, applicable to other employee stock options or similar instruments under their national law, provided all legal requirements are metdouble taxation treaties.

4a. This Article is without prejudice to applicable anti-abuse rules and applicable rules designed to ensure that taxation can be enforced when an individual changes tax residency, insofar as compliant with Union law.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Chapter IX

Closure of solvent eu inc. companies

Council title: Nullity and closure of eu inc. companies

Article 79aRules

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Council: new

Not in the Commission proposal. Text added by the Council mandate (ST 14376/26):

1. This Chapter lays down harmonised rules regarding:

(a) the substantive criteria, and certain other rules, regarding the nullity of EU Inc. companies (Article 79b);

(b) certain digitalisation requirements for all regular liquidation procedures (Article 82); and

(c) a fast-track liquidation procedure for EU Inc. companies (Articles 83-86).

2. Other matters regarding the closure of EU Inc. companies, such as rules governing insolvency or rules governing liquidation other than those laid down in Articles 82-87, are outside of the scope of this Regulation. They remain subject to applicable national and Union law.

Article 79bNullity

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Council: newTakes over the text of Commission Art. 81

Not in the Commission proposal. Text added by the Council mandate (ST 14376/26):

1. The nullity of an EU Inc. company resulting in its liquidation shallmay only be ordered only by a decision of a court of law. The court may order nullity on the following grounds:

(a) that the EU Inc. company has no valid articles of association in accordance with Articles 7 and 8, including that the articles of association do not state the name or the object of the company, or the subscription for the first shares;

(b) that the activities of the EU Inc. company are unlawful or contrary to public policyrules of preventive controls and checks laid down in Article 14 or the requisite legal formalities, where applicable, were not complied with;

(c) the lack of legal capacity of all the founder members at the timethat the objects of the EU Inc. company’s formation. are unlawful or contrary to public policy;

(d) that all of the founder members lacked legal capacity at the time of the company’s formation.

Apart from the grounds of nullity referred to in this paragraph, an EU Inc. company shall not be subject to any cause of non-existence, absolute nullity, relative nullity, or declaration of nullity.

2. A decision of nullity pronounced by a court of law shallas referred to in paragraph 1 may only be relied on as against third parties once it is made publicly available by the business register in accordance with Article 25. Third parties may challenge the decision within six months of that public notice of the court's decision.

3. Nullity shall entail the liquidation of the EU Inc. company.

34. Nullity shall not of itself affect the validity of any commitments entered into by or with the EU Inc. company, which shall remain enforceable notwithstanding the liquidation.

45. Relations between the shareholders of the EU Inc. company declared null shall be governed by the law of the Member State of registration.

56. Shareholders of the EU Inc. company declared null shall remain obliged to provide the consideration contributed to capitalfor shares in accordance with Article 64 to the extent that commitments entered into with creditors so require.

Article 80Dissolution

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Council: deleted

In plain words. Dissolution with a view to solvent liquidation is filed online with the business register, which updates the company's status. Council: deleted here; dissolution and regular liquidation are dealt with in Art. 82.

1. Where an EU Inc. company is dissolved in view of a solvent liquidation, it shall file the information about dissolution fully online to the business register in the Member State of registration of the EU Inc. company in accordance with Article 27.

2. Upon receipt of this information, the business register referred to in paragraph 1 shall immediately update the EU Inc. company’s status to reflect that it is undergoing liquidation and make this information available in accordance with Article 25.

Council text (23 Oct 2026): article struck out

1. Where an EU Inc. company is dissolved in view of a solvent liquidation, it shall file the information about dissolution fully online to the business register in the Member State of registration of the EU Inc. company in accordance with Article 27.

2. Upon receipt of this information, the business register referred to in paragraph 1 shall immediately update the EU Inc. company’s status to reflect that it is undergoing liquidation and make this information available in accordance with Article 25.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 81Nullity

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Council: deletedText reappears in Council Art. 79b

1. The nullity of an EU Inc. company resulting in its liquidation shall be ordered only by a decision of a court of law on the following grounds:

(a) that the EU Inc. company has no valid articles of association in accordance with Articles 7 and 8, including that the articles of association do not state the name or the object of the company, or the subscription for the first shares;

(b) that the activities of the EU Inc. company are unlawful or contrary to public policy;

(c) the lack of legal capacity of all the founder members at the time of the company’s formation.

Apart from the grounds of nullity referred to in this paragraph, an EU Inc. shall not be subject to any cause of non-existence, absolute nullity, relative nullity, or declaration of nullity.

2. A decision of nullity pronounced by a court of law shall be relied on as against third parties once it is made publicly available by the business register in accordance with Article 25. Third parties may challenge the decision within six months of public notice of the court's decision.

3. Nullity shall not of itself affect the validity of any commitments entered into by or with the EU Inc. company, which shall remain enforceable notwithstanding the liquidation.

4. Relations between the shareholders of the EU Inc. company declared null shall be governed by the law of the Member State of registration.

5. Shareholders of the EU Inc. company declared null shall remain obliged to provide the consideration contributed to capital to the extent that commitments entered into with creditors so require.

Council text (23 Oct 2026): article struck out

1.

The nullity of an EU Inc. company resulting in its liquidation shall be ordered only by a decision of a court of law on the following grounds:

(a) that the EU Inc. company has no valid articles of association in accordance with Articles 7 and 8, including that the articles of association do not state the name or the object of the company, or the subscription for the first shares;

(b) that the activities of the EU Inc. company are unlawful or contrary to public policy;

(c) the lack of legal capacity of all the founder members at the time of the company’s formation.

Apart from the grounds of nullity referred to in this paragraph, an EU Inc. shall not be subject to any cause of non-existence, absolute nullity, relative nullity, or declaration of nullity.

2. A decision of nullity pronounced by a court of law shall be relied on as against third parties once it is made publicly available by the business register in accordance with Article 25. Third parties may challenge the decision within six months of public notice of the court's decision.

3. Nullity shall not of itself affect the validity of any commitments entered into by or with the EU Inc. company, which shall remain enforceable notwithstanding the liquidation.

4. Relations between the shareholders of the EU Inc. company declared null shall be governed by the law of the Member State of registration.

5. Shareholders of the EU Inc. company declared null shall remain obliged to provide the consideration contributed to capital to the extent that commitments entered into with creditors so require.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 82Once-only submission of data and digital communication during liquidation

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Council: amendedCouncil title: Once-only submission of data and digital communication during regular dissolution and liquidation

In plain words. Filings during dissolution and liquidation are made fully online and once only. Council: the article now covers regular dissolution and liquidation generally.

1. The filing to the business register shall be completed fully online in accordance with Article 27.

2. The documents and information related to liquidation shall be made available by the business register in accordance with Article 25.

3. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, to the business register where the company is registered, that business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company .

4. An EU Inc. company shall not be required to provide the information referred to in paragraph 1 to another authority of the Member State of registration in the context of its liquidation. The business register shall exchange this information digitally, without delay, with those relevant national authorities .

5. Upon the filing referred to in Article 80, its creditors shall be entitled to submit their claims to the company or the liquidator fully online. The submission of such claims shall not be subject to national requirements for physical form or notarial authentication.

Council text (23 Oct 2026), changes marked

Once-only submission of data and digital communication during regular dissolution and liquidation

1. The filing to the business registerregisters of information and documents relating to the dissolution and regular liquidation of an EU Inc. shall be completedoccur fully online and in accordance with Article 27the once-only principle.

2. The documents and information related to liquidation shall be made available by the business register In accordance with Article 25.paragraph 1:

(a) Where an EU Inc. company is dissolved in view of a regular liquidation, it shall file the information about dissolution fully online to the business register in the Member State of registration of the EU Inc. company in accordance with Article 27;

(b) Upon receipt of the information referred to in point (a), the relevant business register shall immediately update the EU Inc. company’s status to reflect that it is undergoing liquidation and make this information available in accordance with Article 25;

(c) The dissolved EU Inc. or the liquidator shall file all documents and information relevant to the liquidation, including the information and documents required in accordance with Article 25, to the relevant business register fully online in accordance with Article 27;

(d) Upon receipt of the documents and information referred to in point (c), the business register shall:

3i. Following the filing of documents and information related to the solvent liquidation of an EU Inc. company, including the information and documents needed in accordance with Article 25, to the business register where the company is registered, that business register shall, without delay, inform the relevant national authorities of that Member State digitally about the change of the status of the EU Inc. company .;

ii. provide those documents and information digitally, without delay, to any authority of the Member State that requests them; and

iii. make publicly available the documents and information required by Article 25.

4. An EU Inc. company shall not be required to provide the information referred to in paragraph 1 to another authority of the Member State of registration in the context of its liquidation. The business register shall exchange this information digitally, without delay, with those relevant national authorities .; and

5. Upon the filing referred to in Article 80, itsparagraph 2, point (a), an EU Inc.’s creditors shall be entitled to submit their claims to the company or the liquidator fully online. The submission of such claims shall not be subject to national requirements for physical form or notarial authentication.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 83Fast-track liquidation

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Council: amended

In plain words. Fast-track liquidation is open to a solvent company that has stopped trading, has no assets left (or has distributed them), has no liabilities (or has the consent of all known creditors) and faces no pending proceedings. Directors are liable for false creditor-consent declarations. Council: consenting creditors give up enforcing their claims once the company is removed from the register.

1. A solvent EU Inc. company shall benefit from a fast-track liquidation procedure provided that, at the date of the resolution or event triggering its dissolution referred to in Article 80, the following conditions are met:

(a) the EU Inc. has ceased its economic activity;

(b) the EU Inc. has no assets or all such assets have given rise to distributions to the shareholders in accordance with Article 72 prior to or simultaneously with the filing of the notification of dissolution;

(c) the EU Inc. has no liabilities;

(d) the EU Inc. is not subject to any pending administrative or judicial proceedings.

2. In case EU Inc. has liabilities, the condition under point (c) of paragraph 1 is considered to be met when the EU Inc. provides evidence of the consent of all known creditors for launching the fast-track procedure.

3. Directors shall be personally, and where applicable, jointly and severally liable to creditors for any damage resulting from a false or fraudulent declaration of consent under this Article.

4. In the case of a court-ordered dissolution, the court may authorise the fast-track liquidation procedure if it is satisfied that the conditions in paragraph 1 are met, unless the grounds for dissolution involve unlawful activity or public policy concerns.

5. The books and records of the EU Inc. shall be kept for a period of six years by the person appointed to that effect by the general meeting or by the court.

Council text (23 Oct 2026), changes marked

1. A solventAn EU Inc. company shall be able to benefit from a fast-track regular liquidation procedure provided that, at the date of the resolution or event triggering its dissolution referred to in Article 8082(2), point(a), the following conditions are met:

(a) the EU Inc. has ceased its economic activity;

(b) the EU Inc. has no assets or all such assets have given rise to distributions to the shareholders in accordance with Article 72 prior to or simultaneously with the filing of the notification of dissolution;

(c) the EU Inc. has no liabilities;

(d) the EU Inc. is not subject to any pending administrative or judicial proceedings.

2. In case EU Inc. has liabilities, the condition under point (c) of paragraph 1 is considered to be met when the EU Inc. provides evidence of the consent of all known creditors for launching the fast-track procedure. By consenting to the fast-track procedure, creditors waive their right to enforce their claims at law against the EU Inc. if the fast-track procedure concludes with its removal from the business register.

3. Directors shall be personally, and where applicable, jointly and severally liable to creditors for any damage resulting from a false or fraudulent declaration of consent under this Article, or from consent given either under duress or as a result of being materially misled. A director shall not be liable if he or she proves that the falsity, fraudulence, duress of misleading was not attributable to him or her and that he or she took all reasonable steps to ensure the creditor consent was genuine.

This specific joint and several liability shall be without prejudice to the application of any general rules on tax and social security liability laid down by national law.

4. In the case of a court-ordered dissolution, the court may authorise the fast-track liquidation procedure if it is satisfied that the conditions in paragraph 1 are met, unless the grounds for dissolution involve unlawful activity or public policy concerns.

5. The general meeting shall appoint a natural or legal person to retain the books and records of the EU Inc. That person shall be keptkeep the books and records for a period of six years by the person appointed to that effect by the general meeting or by the courtfrom the date the company is removed from the business register.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 84Fast-track liquidation procedure

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Council: amended

1. An EU Inc. may initiate the fast-track liquidation procedure by filing the notification of dissolution referred to in Article 80 simultaneously with an application for removal from the business register in which it is registered.

The application shall specify the name of the director or directors representing the company for the purpose of the fast-track procedure.

2. The filing shall be accompanied by the following:

(a) a declaration by all directors of the EU Inc., authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, stating that the conditions set out in Article 83 (1) are met;

(b) the financial statement of liquidation;

(c) the evidence of consent of creditors in case liabilities exist;

(d) the declaration by the appointed person referred to in Article 83 (5), authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, who undertakes to keep the books and records for a period of six years following the removal of the company from the business register.

3. The filing shall be completed fully online in accordance with Article 27 (5).

4. The documents and information referred to in paragraph 2 shall be made available in accordance with Article 25.

Council text (23 Oct 2026), changes marked

1. An EU Inc. may initiate the fast-track liquidation procedure by filing the notification of dissolution referred to in Article 80 simultaneously with82(2), point (a), alongside an application for removal from the business register in which it is registered.

The application shall specify the name of the director or directors representing the company for the purpose of the fast-track procedure.

2. The filing shall be accompanied by the following:

(a) a declaration by all directors of the EU Inc., authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, stating that the conditions set out in Article 83 (1)83(1) are met;

(b) the financial statement of liquidation;

(c) the evidence of consent of creditors in case liabilities exist;

(d) the declaration by the appointed person referred to in Article 83 (5)83(5), authenticated using qualified electronic signatures in accordance with Regulation (EU) No 910/2014, whothat he, she or it undertakes to keep the books and records for a period of six years following the removal offrom the date the company is removed from the business register.

3. The filing shall be completed fully online in accordance with Article 27 (5)27(5).

4. The relevant business register shall make the documents and information referred to in paragraph 2 shall be made available in accordance with Article 25.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 85Opposition of creditors

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Council: amended

1. Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within 30 days following the disclosure of documents and information referred to in Article 84 (4).

Creditors who had initially consented to the fast-track procedure may also oppose it provided they set out strong grounds to justify their change of position.

2. Creditors shall submit their objection to the business register where the EU Inc. company is registered, stating the reason of their claim against the EU Inc. company. Member States shall ensure that this submission may be carried out fully online.

3. In case the claims are well founded, the business register shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims.

4. The business register may also take into consideration the objections of creditors which have been submitted after the deadline referred to in paragraph 1 but before the EU Inc. company is removed from the register.

5. The removal of the EU Inc. company from the business register shall not affect the rights of creditors whose claims were still under consideration or were not submitted during the fast-track procedure. Such creditors may:

(a) exercise their rights against the board of directors, who shall be personally, and where applicable, jointly and severally liable for any unsatisfied liabilities; and

(b) access the books and records of the company through the appointed person referred to in Article 84(2) point (d).

Council text (23 Oct 2026), changes marked

1. Creditors of the EU Inc. company undergoing the fast-track liquidation procedure may oppose it and require the opening of the ordinary liquidation procedure within 30 days following the disclosure of documents and information referred to in Article 84 (4)84(4).

Creditors who had initially consented to the fast-track procedure may also oppose it provided they set out strong grounds to justify their change of position.

2. Creditors shall submit theirany objection to the business register where the EU Inc. company is registered, stating thetheir reason of their claim against the EU Inc. companyfor opposing the fast-track procedure. Member States shall ensure that this submission may be carried out fully online.

3. In case the claims are well foundedUpon receipt of any such objection, the business register shall refuse the opening of the fast-track procedure and inform the EU Inc. company of the reasons for its decision, including the information about the opposing creditors and reasons of their claims., without conducting any assessment,

(a) terminate the fast-track liquidation procedure; and

(b) inform the EU Inc. company of its decision, the opposing creditors, and the reasons for opposing the fast-track procedure.

4. The business register may also take into consideration the objections of creditors which have beenParagraph 3 shall also apply to any creditor objection submitted after the deadline referred to in paragraph 1 but before the EU Inc. company is removed from the register, notably where the deadline for tax and social security authorities' objection is prolonged under Article 86(2).

5. The removal of the EU Inc. company from the business register shall not affect the rights of creditors whose claims were still under consideration or were not submitted during the fast-track procedure. Such creditors may:

(a) exercise their rights against the board of directors, who shall be personally, and where applicable, jointly and severally liable for any unsatisfied liabilities; and

(b) access the books and records of the company through the appointed person referred to in Article 84(2), point (d).

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 86Deadlines for the closure of the procedure

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Council: amended

1. Where tax clearance is required by national law, the tax authority in the Member State of registration of the EU Inc. shall provide that clearance to the business register within 30 days following the disclosure of documents and information referred to in Article 84 (4). The tax authority may notify its opposition to the fast-track procedure within the same period.

2. Where it is necessary for the tax authority to take into account additional information or perform additional activities before completing its tasks under paragraph 1, it shall notify the business register of the need for a prolongation of the deadline referred to in paragraph 1, which may be extended by a maximum of another 30 days.

3. If the tax authority does not notify its position to the business register before the end of the deadline referred to in paragraph 1 or in case of prolongation, referred to in paragraph 2, it shall be deemed that a tax clearance has been granted or that the tax authority has no objections to the fast-track procedure.

Council text (23 Oct 2026), changes marked

1. Where taxspecific administrative clearance is required by national law prior to and as a condition for the striking-off or removal of companies from the business register, the tax authorityand social security authorities in the Member State of registration of the EU Inc. shall each either provide that clearance or object to the fast-track liquidation procedure to the business register within 30 days following the disclosure of documents and information referred to in Article 84 (4). The tax authority may notify its opposition to the fast-track procedure within the same period.

2. Where it is necessary for the tax authorityand social authorities to take into account additional information or perform additional activities before completing its tasks under paragraph 1, itthey shall notify the business register of the need for a prolongation of the deadline referred to in paragraph 1, which may be extended by a maximum of another by no more than 30 days.

2a. Upon receipt of any objection to the fast-track liquidation procedure under paragraph 1, the business register shall:

(a) terminate the fast-track liquidation procedure;

(b) inform the EU Inc. company of its decision, and the relevant authorities’ objection.

3. If either the tax authority doesor social security authorities, or both, do not notify itstheir position to the business register before the end of the deadline referred to in paragraph 1 or in case of prolongation, referred to in paragraph 2, it shall be deemed that a taxthe relevant administrative clearance has been granted orand that the tax authority has no objections to the fast-track procedure.

3a. This Article is without prejudice to Article 85(5) or any liability of the company or other actors under tax or social security law.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

Article 87Removal from the business register

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Council: amended

In plain words. At the end of the fast-track procedure the company is removed from the business register.

1. Upon the expiry of the deadlines referred to in Articles 85 and 86, the business register shall update the EU Inc. company’s status, in accordance with Article 25(3)point b) and strike off or remove the registration of the EU Inc. company provided that:

(a) no objections by creditors have been submitted pursuant to Article 85; and

(b) a tax clearance or no objections to the fast-track procedure have been received from the national tax authority pursuant to Article 86.

2. The striking off or removal of the EU Inc. company from the business register shall result in the loss of its legal personality.

3. The change of the status and the striking off or removal of the EU Inc. company from the business register shall be made publicly available in accordance with Article 25.

Council text (23 Oct 2026), changes marked

1. Upon the expiry of the deadlines referred to in Articles 85 and 86, the business register shall update the EU Inc. company’s status, in accordance with Article 25(3), point b) (b) and strike off or remove the registration of the EU Inc. company provided that:

(a) no objections by creditors have been submitted pursuant to Article 85; and

(b) a tax clearance or no objections to the fast-track procedure have been received fromno objection has been submitted by the national tax authorityor social security authorities pursuant to Article 86.

2. The striking off or removal of the EU Inc. company from the business register shall result in the loss of its legal personality, except where the retention of legal personality is required under national law where new assets are discovered after the completion of the procedure.

3. The change of the status and the striking off or removal of the EU Inc. company from the business register shall be made publicly available in accordance with Article 25.

Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.

How to cite

Cite the official documents, and link to this page for convenience. Each article has a stable anchor #art-N; numbered paragraphs have #art-N-pK.

Commission proposal COM(2026) 321 final, Art. 21(4); Council mandate ST 14376/26 of 19 October 2026, Art. 21. Annotated text: BCA EU, bcaeu.com/en/eu-inc/regulation#art-21 (version of 11 November 2026).

Short form in our articles: Art. 21 of the EU Inc proposal.

Sources and reuse

Text of the proposal and of the Council mandate © European Union, 2026, reproduced with attribution under the Commission reuse policy (Decision 2011/833/EU). Only the documents in the registers are authentic. Plain-words notes, badges and layout are by BCA EU.

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