Committee on Employment and Social Affairs Ordinary meeting
15 July 2026
Contents updated on 15 Jul 2026
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EMPL European Parliament
Follow its sittings00:07 - 01:47
Speaker 4
Okay, we still Renew and the Greens try to get your members and your shadows here, but I think I will start now because as I said, I'm worried about the timing. So dear colleagues, as you know, among the legislative files currently discussed in the EMPL committee is also the EMPL opinion to the JURI committee on the Commission proposal for the 28th corporate regime or EU Inc. The committee has been working on the opinion for some time and there's already been a number of shadow and technical meetings. And as there still is many open questions and also concerns, this is why despite working under extremely tight deadlines, we decided to have this exchange of views with experts in the field also for the shadows and the group members to be able to ask questions. And we have invited four experts: Corrado Malberti, notary and chair of the CNUE Company Law Working Group, joining us remotely; Marcus Meyer-Erdmann, senior researcher at the European Trade Union Institute; Pedro Oliveira, BusinessEurope Director for Legal Affairs; and Isabelle Schömann, Deputy Secretary General from ETUC.
You will each be given the floor for six minutes for your presentations, which will be followed by a brief intervention by Mr. René Repasi, JURI rapporteur, and then we will move on to the Q&A question. So our first expert is Corrado Malberti, notary and chair of the CNUE Company Law Working Group, and I will be strict with the speaking time, so please limit the intervention to six minutes. Thank you.
01:47 - 03:27
Speaker 5
Thank you very much, Chairperson. It's a real pleasure to be able to participate in this meeting, in this hearing before the committee. I will be really fast. Next please. I focus my intervention on the role of preventive control.
Why are preventive control important? Because they ensure the respect of the rule of law in view of protecting the weak parties in business relations. They ensure that the information in business register is reliable. They enhance the mutual trust among the participants in the internal market. Clearly, they also increase the level of transparency and prevent abuses.
This is for the benefit of all business transactions occurring in the European Union. This is contrary to the model we have, for example, in the United States. Next please. Well, the current level of preventive control is enshrined in Directive 1132, in this article, Article 10, Article 13c, and Article 13g. These are minimum harmonization provisions that are applicable to all limited liability companies in the European Union.
They've been finalized, reviewed finally in 2025 with Directive 25 of 2025. And they provide a complete framework to ensure that when you create a company, when you carry out some business transaction, some controls are in place to the benefit of essentially all market participants. On the other hand, the EU Inc proposal only provides a single article to preventive control, Article 14.
03:26 - 05:54
Speaker 6
Next please. And the rules that you find in these different set of provisions are quite different. This is the current situation of the acquis. You need to verify the legal capacity, intended as the capacity to act of the person that create a company. You need to verify the object and the name of the company vis-à-vis the national law.
You have to carry out a check on the articles of association of the company you are creating, if you are modifying the bylaws, and you have to verify that all substantive requirements for the incorporation of the legal entities have been complied with. Then there are other requirements like compliance with formal requirements and the need to verify that the mandatory minimum content provided by the national law is in place, and then you have AML and tax-related checks. Next please. On top of this, the directives also provide other controls. This is the current situation still.
And in particular, you will need to verify the correct use of identity identification, the correct use of identification means, in particular according to the eIDAS regulation, and the verification of the correct appointment of director and, if the Member States require so, the rules, the correct use of rules on directors' disqualification. Next please. On the other hand, we should say that the EU-INC only provides very few controls. There is not a real control of the identity. There is just a check on formal requirements, no substantive requirements of the articles of association.
There is a check on the mandatory minimum content, but this is limited only to what is said in the annex of the regulation, which is clearly not as broad as what you have in the national law. You will need to check if the name and the object comply not with the entire legal system in which the company will operate, but just with the regulation. And you will have just to check if the parties that will create this legal entity have legal capacity. It is not really clear how you will be able to do that. No check on the fact that the persons have a capacity to act and so to enter in legal relationship, verifying that are sound of mind, for example.