Amendments in committee, and trilogue in November

Two things happened in that room on the afternoon of 7 September 2026. First, Ireland’s Minister of State for Trade Promotion, Artificial Intelligence and Digital Transformation, Niamh Smyth, set out the Presidency’s priorities and gave the file its first public timetable: four Council working parties since early July, a first Presidency compromise text discussed and a second expected “in the coming days”, ministers briefed at the Competitiveness Council this month, a Council negotiating mandate “as soon as possible”, trilogue negotiations in November, and political agreement by the end of the year. Her own summary of where the file stands: broad support for the objectives, constructive technical negotiation, “a number of challenging issues to be resolved”, and “the weeks ahead will be a crucial period”. Then the committee opened consideration of the amendments, and the rest of this section is what was said there.

The rapporteur put the count at “a bit more than 1,300”. The register carries 1,418, numbered 247 to 1664 without a gap, across five documents, PE791.127 to PE791.131, all registered 22 July 2026. Amendments 1 to 246 are his own, inside draft report PE790.143v02-00 of 29 June 2026. Fifty-nine Members are named on the 1,418. Only 237 of them state a political group, 122 for The Left and 115 for the Greens and the European Free Alliance, and no other group’s name appears anywhere in the five documents. That is why no Member below is given a group unless the document itself states one.

The rapporteur named the five things the amendments cluster on: protection of labour and workers’ rights, employee participation in company decision-making bodies, preventive control at least equal to what comparable national company forms face, a workable employee stock option scheme, and the legal basis. Axel Voss, for the European People’s Party, offered a test to put to each one: does it make it easier to start, finance, operate and scale a company across Europe, does it reduce fragmentation, does it create a genuinely European company form. Pascale Piera, for Patriots for Europe, went the other way and attacked the legal basis itself, telling the rapporteur he had said Article 50 of the Treaty was necessary.

The Commission went furthest. The head of its company law and corporate governance unit said the regulation “was never intended to touch labour law, social security rules, taxation, save the very targeted provision on the timing of taxation of employee stock options, or sector-specific requirements”, and then offered something new: “If necessary to put to rest any doubt, we are open to making this explicit not just in recitals but in the legal provisions as well.”

Today that assurance sits in recital 83 of COM(2026) 321: “This Regulation does not affect Union or national employment law.” A recital tells a court how to read the articles. An article binds. Article 4 of the same proposal sends everything the regulation does not cover back to the national law of the member state where the company is registered, which is what makes the difference concrete: it decides whether “your payroll, your employer social contributions and your posting declarations do not change” is a statement of intent or an operative rule.

The first eight amendments on the register are not about the text at all. They are about whether there should be one, and on what Treaty article it rests.

• Reject outright. Amendment 247, filed on behalf of The Left Group by ten Members, replaces the draft resolution with a single line: “Rejects the Commission Proposal”. Amendment 248, from Pascale Piera and Juan Carlos Girauta Vidal, does the same in almost the same words.
• Turn it into a directive. Amendments 249 and 250 rewrite the title from a regulation into a directive, and 249 states that it “applies throughout the text”. Amendment 1652 is the consequence: a new Article 108a obliging member states to transpose the act into national law within twenty-four months. A regulation applies as it is written in every member state on the same day; a directive has to be written into twenty-seven national statute books first, and each one can differ.
• Add Article 50 to the legal basis. Amendment 251 cites “Article 50(1) and (2) and Article 114” of the Treaty on the Functioning of the European Union (TFEU) together, and 252 cites “Articles 50 and 114”. Article 50 TFEU is the company-law article the existing directives on mergers, divisions and cross-border conversions rest on.
• Replace Article 114 with Article 352. Amendments 253 and 254 drop Article 114 TFEU altogether and put Article 352 in its place. This is the consequential one. Article 114 is the internal-market article and runs under the ordinary legislative procedure, which means a qualified majority in Council (55 percent of member states representing 65 percent of the Union’s population) and Parliament as an equal co-legislator. Article 352 requires unanimity in Council and reduces Parliament to giving or withholding its consent, with no power to amend. Under Article 352 a single member state could stop the file.

The sitting confirmed the question is still open. The rapporteur listed the legal basis among the clusters he has to settle before any compromise text exists, and Piera attacked it from the floor. On the Council side, the same argument is running in a different form: eight member states question in writing whether the tax provisions can rest on Article 114 at all, and name Article 115 TFEU and unanimity as the right basis for a tax rule.

Eight amendments out of 1,418 decide nothing. They mark where the argument starts, and the choice between Article 114 and Article 352 is the difference between a file that can pass over a member state’s objection and one that cannot.

Article 12 is headed “Employee participation”, and it is the article that decides whose national rules on employee representation in company bodies follow a company into the new form. Twenty-eight amendments touch it: fourteen add text, ten replace text, and four delete the article outright. The four are 835 (Mario Mantovani), 836 (Axel Voss with seven co-signatories), 837 and 838 (Adrián Vázquez Lázara and Maravillas Abadía Jover).

The member states are not asking for that. Twelve of them wrote eighteen separate interventions on Article 12 in the Council’s own drafting table, WK 9143/2026 INIT of 26 June 2026, and not one asked for the article to go. The single strike-through anywhere on Article 12 in that 618-page document is Croatia deleting the two words “ex nihilo” from a sentence on page 93. Austria records that the draft “does not sufficiently safeguard employee participation rights”. Malta wants the article broadened. Slovenia wants the rules harmonised outright, because otherwise “companies could avoid Member States with stricter rules”. Sweden, Portugal, Lithuania, Finland and the Netherlands all raise the same worry from their own angle.

The middle ground in Parliament is two amendments wide. Amendment 864, from Angelika Niebler and Monika Hohlmeier, adds a new Article 12a saying an EU Inc. company “shall not be used to deprive employees of rights to employee participation”. Amendment 863, the rapporteur’s own, adds a different Article 12a: a procedure for settling which national law applies when Article 12 is disputed, triggerable by the board, by employee representatives or by the trade unions that would hold a nomination right.

The sitting put three institutions on the record on one article. Voss, who co-signed one of the deletions, warned against using this file “to introduce an entirely new layer of social and labour law through the backdoor”. The Commission said the draft report’s rules “would impose on EU Inc companies a considerably heavier and more complex regime than currently applies to other companies”. The rapporteur answered that only a European solution works, and named it: the negotiation procedure already used for the European Company, “remedying the mistakes that were done 20 years ago”.

Employee participation has ended Union company-law negotiations before. Nothing else in either institution has this shape at this volume: a Parliament split between deleting the article and hardening it, and a Council that is unanimous about wanting it kept and divided about what it should say.

Chapter X is headed “Insolvency proceedings: winding-up of insolvent EU Inc. companies that are innovative startups”, Articles 88 to 102. It is the part that says what happens when one of these companies fails and has to be closed.

Eight amendments delete the whole chapter: 1542 to 1549, in PE791.131. They come from groupings that share almost no signatories: a ten-Member amendment led by Axel Voss at one end, one filed on behalf of The Left Group at the other, and six more in between. Two amendments go the other way and widen the chapter rather than cutting it: David Cormand’s 1550 cuts the title back to “Insolvency proceedings” alone, and Kira Marie Peter-Hansen’s 1551 strikes only the word “innovative”. Amendment 1592, from Flavio Tosi and Letizia Moratti, would delete nothing but oblige the Commission to bring a separate insolvency and restructuring proposal within a year, after a full impact assessment. Below the chapter level, a further 38 amendments work on Articles 88 to 102 one by one, eighteen of them deletions.

The member states reach the same chapter from the other direction. In WK 9143/2026 INIT of 26 June 2026, the Council’s drafting table from 21 of the 27 member states, Chapter X drew 203 interventions, and 148 of them strike text out of the drafting column rather than comment on it. Two delegations account for 144 of those 148: Czechia and Estonia each struck the chapter provision by provision, Article 88 through Article 102. Only ten of the 21 contributing states wrote on the chapter at all. Eleven left it alone entirely. Our full read of that document has the article-level detail.

The sitting added the third institution, on the other side. The Commission listed “maintaining the chapter on insolvency” among the points where Parliament’s approach converges with its own. Meanwhile the Irish Presidency’s first compromise text is reported to have struck the chapter and sent it back to national law (Table.Briefings, 22 July 2026). That text is Council document ST 11829/26 of 17 July 2026, and it is listed on the Council’s public register as not accessible to the public, so the report stays a report. It is also the one substantive item on the agenda for the Council’s Working Party on Company Law on 10 September 2026, according to the notice of meeting CM 3960/26 of 4 September 2026.

The exception the Commission named in its own sentence, “the very targeted provision on the timing of taxation of employee stock options”, is Article 79. Together with Article 78 it draws 40 amendments, and the committee is not close to agreement on any of it. Angelika Niebler said that if you are writing company law then options have to be covered, or this is “really a proposal with only one leg”. Renew, speaking on Pascal Canfin’s behalf, would keep the scheme but restrict it to companies less than thirty years old, so that it does what it was built for. Sergey Lagodinsky said it must not substitute for salaries, and that minimum wages and collective agreements stay outside it. The rapporteur said options are a top-up, and an employee should not have to put their own money in.

On the Council side the same provision is the one most likely to be cut. Czechia struck Article 79 out of the text, Luxembourg asked for it to be left out of the compromise, and three member states name Article 115 TFEU and unanimity as the right basis for a tax rule. Our read of Articles 78 and 79 sets out what the scheme actually does and who is arguing about which part of it.

All times below are Central European Summer Time (CEST), which is Brussels time.

• Thursday 10 September 2026, 10:00 The Council’s Working Party on Company Law meets in Justus Lipsius, room 35.4. The agenda has one substantive item: continuation of the examination of the Presidency compromise text, document 11829/26. Closed session, no readout published. Confirmed.
• Thursday 17 September 2026 The next working-party session in the same series. Confirmed on the Council calendar, agenda not published.
• Thursday 24 September 2026 Ministers meet in the Competitiveness Council, with a provisional policy debate on the file on the agenda (Council document ST 10983/26). This is the level at which a Council negotiating mandate would eventually be agreed. Provisional.
• Monday 28 September 2026, 15:00 to 18:30 The Legal Affairs Committee sits again. This is the sitting we expect to carry the committee vote on Parliament’s mandate. The meeting is confirmed and no agenda has been published, which is the single most informative thing to check between now and then: JURI meeting documents, and the sitting itself is webstreamed live and on replay.
• Tuesday 29 September 2026 Another working-party session, room LEX 1. Confirmed.
• Thursday 8 October 2026 A fifth working-party session in the series. Confirmed, agenda not listed.
• Monday 19 October 2026 The indicative first-reading plenary date on the procedure file. Indicative only, and it has already moved once, from 5 October 2026.
• November 2026, no date set Trilogue negotiations. This is the Presidency’s stated target, given to the committee on 7 September 2026, and nothing more than that. Note that it sits after the 19 October plenary forecast rather than before it, so at least one of the two markers has to move.
• Any day: ST 11829/26 The Presidency compromise text of 17 July 2026 is still not accessible to the public on the Council register. A second text was described to the committee on 7 September as expected “in the coming days”. Either becoming public would settle several of the questions above in an afternoon.

Confirmed means the meeting sits on the institution’s own calendar. Provisional and indicative mean the institution has listed it and can move it. A target is what an institution says it intends, and nothing more. The live timeline is on the progress tracker.

Parliament publishes committee amendments only as two-column PDFs, the Commission’s text on the left and the amendment on the right. Ordinary text extraction runs the two columns together and mis-assigns the word “deleted” across them, which is why a flat-text copy of these documents will tell you that amendments delete things they do not. We parsed all five documents column by column into one row per amendment, carrying the document, the amendment number, the page, the named authors, any group the document states, the target provision, and the operation. The output is 1,418 rows, numbers 247 to 1664 with no gap, which is the check that the set is complete. Every amendment number in this piece was read back out of that dataset rather than from notes.

The Council figures come from the same parse of WK 9143/2026 INIT used in our read of that document: 1,815 interventions on the 28th regime text from 21 of the 27 member states, with strike-through recovered from the lines drawn on the page rather than from the text layer, which does not carry it. Six member states filed nothing, so “no member state asked” means no member state that wrote.

The quotations from 7 September 2026 are transcribed from the recording of a public webstreamed sitting. We name the Commission speaker by role rather than by name, because the transcript does not carry the surname reliably and we have not confirmed it against the Commission’s own staff listing.

• Amendments submitted in the Committee on Legal Affairs on procedure 2026/0074(COD): PE791.127 (amendments 247 to 426), PE791.128 (427 to 695), PE791.129 (696 to 995), PE791.130 (996 to 1339) and PE791.131 (1340 to 1664), all registered 22 July 2026, cover pages dated 23 July 2026
• European Parliament draft report PE790.143v02-00, Committee on Legal Affairs, rapporteur René Repasi, 29 June 2026, containing amendments 1 to 246
• Commission proposal COM(2026) 321 of 18 March 2026, the 28th regime corporate legal framework, and the procedure file 2026/0074(COD) on the European Parliament’s Legislative Observatory, which carries the indicative first-reading plenary date of 19 October 2026
• Council document WK 9143/2026 INIT, 26 June 2026, drafting suggestions from 21 of the 27 member states: full PDF on the Council register
• Council document ST 11829/26, Presidency compromise text of 17 July 2026: listed on the Council public register as not accessible to the public
• Council notice of meeting CM 3960/26 of 4 September 2026, convening the Working Party on Company Law for 10 September 2026 to continue examining document 11829/26: full PDF on the Council register
• Committee on Legal Affairs meeting of 7 September 2026, 15:00 to 18:30 Brussels, webstreamed: exchange of views with Minister of State Niamh Smyth on the Irish Presidency’s priorities, and consideration of amendments on procedure 2026/0074(COD). Quotations transcribed from the recording
• Council document ST 10983/26, for the provisional policy debate at the Competitiveness Council of 24 September 2026
• Table.Briefings, 22 July 2026, on the Presidency compromise text: press-attributed, not confirmed against ST 11829/26