On Thursday 11 December, the members of the European Parliament’s Committee on Legal Affairs (JURI) adopted the own-initiative report by René Repasi (S&D, German) outlining a possible 28th company law regime (see EUROPE 13732/12). Such an initiative could be presented by the European Commission in March 2026.
MEPs are calling for a maximum harmonisation directive establishing a unified European company statute: the S.EU for ‘Societas Europaea Unificata’. This structure should be able to be set up in less than 48 hours in any member country.
Similarly, to change the country of registered office, it should not be necessary to dissolve the company and then recreate it in another Member State, say MEPs.
The rapporteur originally intended to reserve this status for innovative companies, but discussions in the European Parliament led to the removal of this limit, even though the S.EU status is aimed in particular at SMEs, start-ups and scale-ups.
Insolvency rules should be unified at European level, but employees should be able to benefit from the highest level of protection - at national level in this case - in insolvency proceedings.
MEPs want the Commission’s future proposal to include harmonised rules to attract investment and diversify funding beyond venture capital.
In addition, European rules on employee financial participation should be established through the creation of employee share ownership and stock option plans.
Finally, S.EU. should be able to rely on fast-track and specialised dispute resolution mechanisms, which could be implemented in English.
Legislative process. The choice of a regulation to create this 28th regime would be the most appropriate, but a maximum harmonisation directive based on Articles 50 and 114 of the TFEU would also do the job, say the elected representatives in the report. They stress the need to avoid any tool that would require unanimity in the EU Council.
See the report as adopted (after the voting list): https://aeur.eu/f/jyy (Original version in French by Léa Marchal)