### ' interim financing ' means any funds , whether provided by an existing or new creditor , that is reasonably and immediately necessary for the debtor ' s business to continue operating or to survive , or to preserve or enhance the value of that business pending the confirmation of a restructuring plan ; ### ' interim financing ' means any funds , including the provision of credit , whether provided by an existing or new creditor , that is reasonably and immediately necessary for the debtor ' s business to continue operating or to survive , or to preserve or enhance the value of that business pending the confirmation of a restructuring plan ;


### member states shall ensure that affected parties are treated in separate classes which reflect the class formation criteria . classes shall be formed in such a way that each class comprises claims or interests with rights that are sufficiently similar to justify considering the members of the class a homogenous group with commonality of interest . as a minimum , secured and unsecured claims shall be treated in separate classes for the purposes of adopting a restructuring plan . member states may also provide that workers are treated in a separate class of their own . ### member states shall ensure that affected parties are treated in separate classes which reflect the class formation criteria . classes shall be formed in such a way that each class comprises claims or interests with rights that are sufficiently similar to justify considering the members of the class a homogenous group with commonality of interest . as a minimum , secured and unsecured claims shall be treated in separate classes for the purposes of adopting a restructuring plan . member states shall also provide that workers are treated in a separate class of their own . member states may also lay down specific rules supporting separate class formation for vulnerable creditors , such as small suppliers and micro and small enterprises .


### the objective of this directive is to remove obstacles to the exercise of fundamental freedoms , such as the free movement of capital and freedom of establishment , which result from differences between national laws and procedures on preventive restructuring , insolvency and second chance . this directive aims at removing such obstacles by ensuring that viable enterprises in financial difficulties have access to effective national preventive restructuring frameworks which enable them to continue operating ; that honest over indebted entrepreneurs have a second chance after a full discharge of debt after a reasonable period of time ; ### the objective of this directive is to contribute to the proper functioning of the internal market and remove obstacles to the exercise of fundamental freedoms , such as the free movement of capital and freedom of establishment , which result from differences between national laws and procedures on preventive restructuring , insolvency and second chance . this directive aims at removing such obstacles by ensuring that viable enterprises in financial difficulties have access to effective national preventive restructuring frameworks which enable them to continue operating ; that honest over indebted entrepreneurs have a second chance after a full discharge of debt after a reasonable period of time ;


### member states shall ensure that , where an individual creditor or a single class of creditors is or would be unfairly prejudiced by a stay of individual enforcement actions , the judicial or administrative authority may decide not grant the stay of individual enforcement actions or may lift a stay of individual enforcement actions already granted in respect of that creditor or class of creditors , at the request of the creditors concerned . ### member states shall ensure that the judicial or administrative authority may determine that an individual creditor or a single class of creditors is or would be unfairly prejudiced by a stay of individual enforcement actions , and as a consequence the judicial or administrative authority may decide not to grant the stay of individual enforcement actions or may lift a stay of individual enforcement actions already granted in respect of that creditor or class of creditors , at the request of the creditors concerned .


### to promote efficiency and reduce delays and costs , national preventive restructuring frameworks should include flexible procedures limiting the involvement of judicial or administrative authorities to where it is necessary and proportionate in order to safeguard the interests of creditors and other interested parties likely to be affected . to avoid unnecessary costs and reflect the early nature of the procedure , debtors should in principle be left in control of their assets and the day - to - day operation of their business . the appointment of a restructuring practitioner , whether a mediator supporting the negotiations of a restructuring plan or an insolvency practitioner supervising the actions of the debtor , should not be mandatory in every case , but made on a case - by - case basis depending on the circumstances of the case or on the debtor ' s specific needs . furthermore , there should not necessarily be a court order for the opening of the restructuring process which may be informal as long as the rights of third parties are not affected . nevertheless , a degree of supervision should be ensured when this is necessary to safeguard the legitimate interests of one or more creditors or another interested party . this may be the case , in particular , when a general stay of individual enforcement actions is granted by the judicial or administrative authority or where it appears necessary to impose a restructuring plan on dissenting classes of creditors . ### to promote efficiency and reduce delays and costs , national preventive restructuring frameworks should include flexible and timely procedures limiting the involvement of judicial or administrative authorities to where it is necessary and proportionate in order to safeguard the interests of creditors and other interested parties likely to be affected . to avoid unnecessary costs and reflect the early nature of the procedure , debtors should in principle be left in control of their assets and the day - to - day operation of their business . the appointment of a restructuring practitioner , whether a mediator supporting the negotiations of a restructuring plan or an insolvency practitioner supervising the actions of the debtor , should not be mandatory in every case , as such a requirement may not always be relevant , necessary , useful or in the interest of the debtor , especially in straightforward cases with few creditors involved , and could result in a disproportionately high administrative burden on some jurisdictions . instead , it should be made on a case - by - case basis depending on the circumstances of the case or on the debtor ' s specific needs . furthermore , there should not necessarily be a court order for the opening of the restructuring process which may be informal as long as the rights of third parties are not affected . nevertheless , a degree of supervision should be ensured when this is necessary to safeguard the legitimate interests of one or more creditors or another interested party . this may be the case , in particular , when a general stay of individual enforcement actions is granted by the judicial or administrative authority where it appears necessary to impose a restructuring plan on dissenting classes of creditors , or where the obligation to file for insolvency would otherwise apply or where all or part of the business is transferred to another undertaking .


### member states shall ensure that debtors and entrepreneurs have access to early warning tools which can detect a deteriorating business development and signal to the debtor or the entrepreneur the need to act as a matter of urgency . ### member states shall develop early warning tools which can detect a deteriorating business development and signal to the debtor , the entrepreneur and the employees ' representative or the employees themselves , where they have no representative , the need to act as a matter of urgency .


### the earlier the debtor can detect its financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management as well as reporting duties under loan agreements . in addition , third parties with relevant information such as accountants , tax and social security authorities could be incentivised or obliged under national law to flag a negative development . ### the earlier the debtor can detect its financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management , taking into consideration the lack of financial resources of smes , as well as reporting duties under loan agreements . in addition , social security , tax and audit authorities should aim to have means under domestic law to draw attention to any dangerous development on business debts at the earliest possible stage . access to public , free and user - friendly information on the legal procedures for restructuring and insolvency is a first step towards raising awareness of debtors and entrepreneurs and avoiding cases of insolvency . in addition , the commission should promote , in line with its digital single market strategy , the use and development of new it technologies for notifications and online communications , to ensure more effective early warning procedures .


### no later than [ 5 years from the date of start of application of implementing measures ] and every 7 years thereafter , the commission shall present to the european parliament , the council and the european economic and social committee a report on the application of this directive , including on whether additional measures to consolidate and strengthen the legal framework on restructuring , insolvency and second chance should be considered . ### no later than [ 3 years from the date of start of application of implementing measures ] and every 5 years thereafter , the commission shall present to the european parliament , the council and the european economic and social committee a report on the application of this directive , including on whether additional measures to consolidate and strengthen the legal framework on restructuring , insolvency and second chance should be considered , including the availability of resources and of specialised courts .


### all these differences translate into additional costs for investors when assessing the risks of debtors entering financial difficulties in one or more member states and the costs of restructuring companies having establishments , creditors or assets in other member states , such as is most clearly the case of restructuring international groups of companies . many investors mention uncertainty about insolvency rules or the risk of lengthy or complex insolvency procedures in another country as a main reason for not investing or not entering into a business relationship with a counterpart outside their own country . ### all these differences translate into additional costs for investors when assessing the risks of debtors entering financial difficulties in one or more member states or when assessing the risks associated with taking over viable operations run by undertakings in difficulty and the costs of restructuring companies having establishments , creditors or assets in other member states , such as is most clearly the case of restructuring international groups of companies . many investors mention uncertainty about insolvency rules or the risk of lengthy or complex insolvency procedures in another country as a main reason for not investing or not entering into a business relationship with a counterpart outside their own country . this uncertainty therefore acts as a disincentive which obstructs the freedom of establishment of undertakings and the willingness to entrepreneurship and harms the proper functioning of the internal market . small and medium - sized enterprises in particular do not , for the most part , have the resources needed to assess risks related to cross - border activities .


### member states shall ensure that any affected creditors have a right to vote on the adoption of a restructuring plan . member states may also grant such voting rights to affected equity holders , in accordance with article 12 . ### member states shall ensure that any affected creditors , including public ones and workers , have a right to vote on the adoption of a restructuring plan in full knowledge of the consequences it entails for each of them . member states may also grant such voting rights to affected equity holders , in accordance with article 12 .


### the different second chance possibilities in the member states may incentivise over - indebted entrepreneurs to relocate to member states in order to benefit from shorter discharge periods or more attractive conditions for discharge , leading to additional legal uncertainty and costs for the creditors when recovering their claims . furthermore , the effects of bankruptcy , in particular the social stigma , legal consequences such as disqualifying entrepreneurs from taking up and pursuing entrepreneurial activity and the on - going inability to pay off debts constitute important disincentives for entrepreneurs seeking to set up a business or have a second chance , even if evidence shows that entrepreneurs who have gone bankrupt have more chance to be successful the second time . steps should therefore be taken to reduce the negative effects of over - indebtedness and bankruptcy on entrepreneurs , in particular by allowing for a full discharge of debts after a certain period of time and by limiting the length of disqualification orders issued in connection with the debtor ' s over - indebtedness . ### the different second chance possibilities in the member states may incentivise over - indebted entrepreneurs to relocate to member states in order to benefit from shorter discharge periods or more attractive conditions for discharge , leading to additional legal uncertainty and costs for the creditors when recovering their claims . furthermore , the effects of bankruptcy , in particular the social stigma , legal consequences such as disqualifying entrepreneurs from taking up and pursuing entrepreneurial activity and the on - going inability to pay off debts constitute important disincentives for entrepreneurs seeking to set up a business or have a second chance , even if evidence shows that entrepreneurs who have gone bankrupt have more chance to be successful the second time . steps should therefore be taken to reduce the negative effects of over - indebtedness and bankruptcy on entrepreneurs , in particular by allowing for a full discharge of debts after a certain period of time , by establishing a liability regime in order to promote the taking of such action , and by limiting the length of disqualification orders issued in connection with the debtor ' s over - indebtedness . while respecting state aid rules , member states should provide entrepreneurs affected by second chance with business support , relaunching actions , access to up - to - date information about the availability of administrative , legal , business or financial support tailored to them and any means available to them to facilitate the set - up of a new business and which might help them to relaunch their entrepreneurship capacity .


### member states shall ensure that a stay of individual enforcement actions may be ordered in respect of all types of creditors , including secured and preferential creditors . the stay may be general , covering all creditors , or limited , covering one or more individual creditors , in accordance with national law . ### member states shall ensure that a stay of individual enforcement actions may be ordered in respect of all types of creditors , including public , commercial , secured and preferential creditors . the stay may be general , covering all creditors , or limited , covering one or more individual creditors , in accordance with national law . such limitation shall not endanger the efficiency and success of the restructuring plan . member states shall endeavour to achieve a balance between the main objective of the continuity of the company and the general public interest in relation with public creditors .


### member states shall ensure that , during the stay period , creditors to which the stay applies may not withhold performance or terminate , accelerate or in any other way modify executory contracts to the detriment of the debtor for debts that came into existence prior to the stay . member states may limit the application of this provision to essential contracts which are necessary for the continuation of the day - to - day operation of the business . ### member states shall ensure that , during the stay period , creditors to which the stay applies may not withhold performance or terminate , accelerate or in any other way modify essential executory contracts to the detriment of the debtor for debts that came into existence prior to the stay on condition of not causing severe financial difficulties to the creditors . for the purposes of this paragraph , an executory contract is essential when it is necessary for the continuation of the day - to - day operation of the business , including any supplies where a suspension of deliveries would lead to the company’s activities coming to a standstill .


### member states shall ensure that debtors who are negotiating a restructuring plan with their creditors may benefit from a stay of individual enforcement actions if and to the extent such a stay is necessary to support the negotiations of a restructuring plan . ### member states shall ensure that debtors who are negotiating a restructuring plan with their creditors may benefit from a stay of individual enforcement actions . particular conditions shall be specified in order to ensure that such a stay is necessary to allow the negotiation of a restructuring plan . member states shall at least require that businesses of debtors benefiting from a stay of individual enforcement actions are viable .


### confirm the plan and grant monetary compensation to the dissenting creditors , payable by the debtor or by the creditors who voted in favour of the plan . ### confirm the plan and assess the possibility for dissenting creditors that suffer unjustifiable damage under the plan to be granted monetary compensation , and where appropriate grant such compensation payable by the debtor .


### member states should also ensure that the practitioners in the field of restructuring , insolvency and second chance which are appointed by judicial or administrative authorities are properly trained and supervised in the carrying out of their tasks , that they are appointed in a transparent manner with due regard to the need to ensure efficient procedures and that they perform their tasks with integrity . practitioners should also adhere to voluntary codes of conduct aiming at ensuring an appropriate level of qualification and training , transparency of the duties of such practitioners and the rules for determining their remuneration , the taking up of professional indemnity insurance cover and the establishment of oversight and regulatory mechanisms which should include an appropriate and effective regime for sanctioning those who have failed in their duties . such standards may be attained without the need in principle to create new professions or qualifications . ### member states should also ensure that the practitioners in the field of restructuring , insolvency and second chance which are appointed by judicial or administrative authorities are properly trained and supervised in the carrying out of their tasks , that they are appointed in a transparent manner with due regard to the need to ensure efficient procedures and that they perform their tasks with integrity , with a view to the main objective of restoring the viability of the business . practitioners should be rescuers not liquidators and they should also adhere to a code of professional conduct with the aim of guaranteeing an appropriate level of qualification and training , and ensuring the transparency of the duties of such practitioners and the rules for determining their remuneration , the taking up of professional indemnity insurance cover and the establishment of oversight and regulatory mechanisms which should include an appropriate and effective regime for sanctioning those who have failed in their duties . such standards may be attained without the need in principle to create new professions or qualifications .


### preventive restructuring frameworks may consist of one or more procedures or measures . ### preventive restructuring frameworks may consist of one or more procedures or measures . they do not affect in any way other existing procedures in the member states which are based on a contractual agreement between creditors and the procedures to implement such an agreement .


### member states shall ensure that on expiry of the discharge period , over - indebted entrepreneurs are discharged of their debts without the need to re - apply to a judicial or administrative authority . ### member states shall ensure that on expiry of the discharge period , over - indebted entrepreneurs are discharged of their debts after official confirmation .


### in particular small and medium sized enterprises should benefit from a more coherent approach at union level , since they do not have the necessary resources to cope with high restructuring costs and to take advantage of the more efficient restructuring procedures in some member states . small and medium enterprises , especially when facing financial difficulties , often do not have the resources to hire professional advice , therefore early warning tools should be put in place to alert debtors to the urgency to act . in order to help such enterprises restructure at low cost , model restructuring plans should also be developed nationally and made available online . debtors should be able to use and adapt them to their own needs and to the specificities of their business . ### in particular small and medium sized enterprises , which represent 99% of all businesses in the eu , should benefit from a more coherent approach at union level , since they are disproportionately more likely to be taken into liquidation rather than restructuring and they have to bear costs that are twice as high as those faced by larger companies for cross - border procedures , compared with domestic procedures . small and medium enterprises , especially when facing financial difficulties , often do not have the necessary resources to cope with high restructuring costs and take advantage of the more efficient restructuring procedures in some member states . in order to help such enterprises restructure at low cost , model restructuring plans should also be developed nationally and made available electronically . debtors should be able to use and adapt them to their own needs and to the specificities of their business . taking into account their limited resources for hiring professional experts , early warning tools should be put in place to warn debtors of the urgent need to act quickly .


### ' new financing ' means any new funds , whether provided by an existing or a new creditor , that are necessary to implement a restructuring plan that are agreed upon in that restructuring plan and confirmed subsequently by a judicial or administrative authority ; ### ' new financing ' means any new funds , including the provision of credit , whether provided by an existing or a new creditor , that are necessary to implement a restructuring plan that are agreed upon in that restructuring plan and confirmed subsequently by a judicial or administrative authority ;


### member states shall limit the duration of the stay of individual enforcement actions to a maximum period of no more than four months . ### member states shall set a maximum period for the duration of the stay of individual enforcement actions . that maximum period shall be no less than three months and no more than six months .


### it is necessary to maintain and enhance the transparency and predictability of the procedures in delivering outcomes that are favourable for the preservation of businesses and for giving entrepreneurs a second chance or that permit the efficient liquidation of non - viable enterprises . it is also necessary to reduce the excessive length of insolvency procedures in many member states , which results in legal uncertainty for creditors and investors and low recovery rates . finally , given the enhanced cooperation mechanisms between courts and practitioners in cross - border cases set up by regulation 2015 / 848 , the professionalism of all actors involved needs to be brought to comparable high levels across the union . to achieve these objectives , member states should ensure that members of the judicial and administrative bodies are properly trained and have specialised knowledge and experience in insolvency matters . such specialisation of members of the judiciary should allow making decisions with potentially significant economic and social impacts within a short period of time and should not mean that members of the judiciary have to deal exclusively with restructuring , insolvency and second chance matters . for example , the creation of specialised courts or chambers in accordance with national law governing the organisation of the judicial system could be an efficient way of achieving these objectives . ### it is necessary to maintain and enhance the transparency and predictability of the procedures in delivering outcomes that are favourable for the preservation of businesses and for giving entrepreneurs a second chance or that permit the efficient liquidation of non - viable enterprises . enhanced transparency and predictability would also ensure greater legal certainty for investors and creditors involved in the restructuring , insolvency and discharge procedures . it is also necessary to reduce the excessive length of insolvency procedures in many member states , which results in legal uncertainty for creditors and investors and low recovery rates . it should be possible for that reduction in particular to be secured by introducing , as a first step , confidential procedures which make it possible , in part by virtue of that confidentiality , to prepare the plan or the assignment without the loss of value which would occur if that intention were to be made public . finally , given the enhanced cooperation mechanisms between courts and practitioners in cross - border cases set up by regulation 2015 / 848 , and applicable to public procedures , the professionalism of all actors involved needs to be brought to comparable high levels across the union . to achieve these objectives , member states should ensure that members of the judicial and administrative bodies are properly trained and have specialised knowledge and experience in insolvency matters . such specialisation of members of the judiciary should allow making decisions with potentially significant economic and social impacts within a short period of time and should not mean that members of the judiciary have to deal exclusively with restructuring , insolvency and second chance matters . for example , the creation of courts or chambers with specialist magistrates in accordance with national law governing the organisation of the judicial system could be an efficient way of achieving these objectives .


### to promote efficiency and reduce delays and costs , national preventive restructuring frameworks should include flexible procedures limiting the involvement of judicial or administrative authorities to where it is necessary and proportionate in order to safeguard the interests of creditors and other interested parties likely to be affected . to avoid unnecessary costs and reflect the early nature of the procedure , debtors should in principle be left in control of their assets and the day - to - day operation of their business . the appointment of a restructuring practitioner , whether a mediator supporting the negotiations of a restructuring plan or an insolvency practitioner supervising the actions of the debtor , should not be mandatory in every case , but made on a case - by - case basis depending on the circumstances of the case or on the debtor ' s specific needs . furthermore , there should not necessarily be a court order for the opening of the restructuring process which may be informal as long as the rights of third parties are not affected . nevertheless , a degree of supervision should be ensured when this is necessary to safeguard the legitimate interests of one or more creditors or another interested party . this may be the case , in particular , when a general stay of individual enforcement actions is granted by the judicial or administrative authority or where it appears necessary to impose a restructuring plan on dissenting classes of creditors . ### to promote efficiency and reduce delays and costs , national preventive restructuring frameworks should include flexible and timely procedures limiting the involvement of judicial or administrative authorities to where it is necessary and proportionate in order to safeguard the interests of creditors and other interested parties likely to be affected . to avoid unnecessary costs and reflect the early nature of the procedure , debtors should in principle be left in control of their assets and the day - to - day operation of their business . the appointment of a restructuring practitioner , whether a mediator supporting the negotiations of a restructuring plan or an insolvency practitioner supervising the actions of the debtor , should not be mandatory in every case , as such a requirement may not always be relevant , necessary , useful or in the interest of the debtor , especially in straightforward cases with few creditors involved , and could result in a disproportionately high administrative burden on some jurisdictions . instead , it should be made on a case - by - case basis depending on the circumstances of the case or on the debtor ' s specific needs . furthermore , there should not necessarily be a court order for the opening of the restructuring process which may be informal as long as the rights of third parties are not affected . nevertheless , a degree of supervision should be ensured when this is necessary to safeguard the legitimate interests of one or more creditors or another interested party . this may be the case , in particular , when a general stay of individual enforcement actions is granted by the judicial or administrative authority where it appears necessary to impose a restructuring plan on dissenting classes of creditors , or where the obligation to file for insolvency would otherwise apply or where all or part of the business is transferred to another undertaking .


### any new financing is necessary to implement the restructuring plan and does not unfairly prejudice the interests of creditors . ### any new financing is necessary to implement the restructuring plan and does not unfairly prejudice the interests of existing creditors .


### ' insolvency procedure ' means a collective insolvency procedure which entails a partial or total divestment of the debtor and the appointment of a liquidator ; ### ' insolvency procedure ' means a collective insolvency procedure which entails a partial or total divestment of the debtor and the appointment of an insolvency practitioner ;


### member states shall limit the duration of the stay of individual enforcement actions to a maximum period of no more than four months . ### the duration of the stay of individual enforcement actions shall be fixed by agreement between the parties directly involved at between two and six months , which may be extended for an identical period .


### member states shall ensure that a stay of individual enforcement actions may be ordered in respect of all types of creditors , including secured and preferential creditors . the stay may be general , covering all creditors , or limited , covering one or more individual creditors , in accordance with national law . ### member states shall ensure that a stay of individual enforcement actions is ordered in respect of all types of creditors , including secured and preferential creditors . they may opt for the possibility of the judicial or administrative authority not granting the provisional stay of individual enforcement actions or lifting a stay of individual enforcement actions already granted in respect of that creditor or class of creditors , at the request of the creditors concerned .


### member states should also ensure that the practitioners in the field of restructuring , insolvency and second chance which are appointed by judicial or administrative authorities are properly trained and supervised in the carrying out of their tasks , that they are appointed in a transparent manner with due regard to the need to ensure efficient procedures and that they perform their tasks with integrity . practitioners should also adhere to voluntary codes of conduct aiming at ensuring an appropriate level of qualification and training , transparency of the duties of such practitioners and the rules for determining their remuneration , the taking up of professional indemnity insurance cover and the establishment of oversight and regulatory mechanisms which should include an appropriate and effective regime for sanctioning those who have failed in their duties . such standards may be attained without the need in principle to create new professions or qualifications . ### member states should also ensure that the practitioners in the field of restructuring , insolvency and second chance which are appointed by judicial or administrative authorities have sufficient expertise and are properly supervised in the carrying out of their tasks , that they are appointed in a transparent manner with due regard to the need to ensure efficient procedures and that they perform their tasks with integrity bearing in mind the main objective of restoring the viability of the company . practitioners should be rescuers not liquidators and it is essential that they also adhere to a professional code of conduct aiming at ensuring an appropriate level of qualification and training , transparency of the duties of such practitioners and the rules for determining their remuneration , the taking up of professional indemnity insurance cover and the establishment of oversight and regulatory mechanisms which should include an appropriate and effective regime for sanctioning those who have failed in their duties . such standards may be attained without the need in principle to create new professions or qualifications .


### the earlier the debtor can detect its financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management as well as reporting duties under loan agreements . in addition , third parties with relevant information such as accountants , tax and social security authorities could be incentivised or obliged under national law to flag a negative development . ### the earlier the debtors or the workers’ representatives can communicate concerns about an undertaking’s worrying situation or financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action and to empower the workers concerned so that they are able to take an active role in the restructuring process . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management as well as reporting duties under loan agreements . in addition , social security , competition and audit authorities would have sufficient means under domestic law tax to draw attention to any dangerous development at the earliest possible stage .


### member states shall ensure that , during the stay period , creditors to which the stay applies may not withhold performance or terminate , accelerate or in any other way modify executory contracts to the detriment of the debtor for debts that came into existence prior to the stay . member states may limit the application of this provision to essential contracts which are necessary for the continuation of the day - to - day operation of the business . ### member states shall ensure that , during the stay period , creditors to which the stay applies may not withhold performance or terminate , accelerate or in any other way modify executory contracts to the detriment of the debtor in respect of debts that came into existence prior to the stay . member states may limit the application of this provision to essential contracts which are necessary for the continuation of the day - to - day operation of the business .


### member states shall ensure that , where an individual creditor or a single class of creditors is or would be unfairly prejudiced by a stay of individual enforcement actions , the judicial or administrative authority may decide not grant the stay of individual enforcement actions or may lift a stay of individual enforcement actions already granted in respect of that creditor or class of creditors , at the request of the creditors concerned . ### member states shall ensure that the judicial or administrative authority may determine that an individual creditor or a single class of creditors is or would be unfairly prejudiced by a stay of individual enforcement actions , and as a consequence the judicial or administrative authority may decide not to grant the stay of individual enforcement actions or may lift a stay of individual enforcement actions already granted in respect of that creditor or class of creditors , at the request of the creditors concerned .


### in particular small and medium sized enterprises should benefit from a more coherent approach at union level , since they do not have the necessary resources to cope with high restructuring costs and to take advantage of the more efficient restructuring procedures in some member states . small and medium enterprises , especially when facing financial difficulties , often do not have the resources to hire professional advice , therefore early warning tools should be put in place to alert debtors to the urgency to act . in order to help such enterprises restructure at low cost , model restructuring plans should also be developed nationally and made available online . debtors should be able to use and adapt them to their own needs and to the specificities of their business . ### since small enterprises do not have the necessary resources to cope with high restructuring costs and to take advantage of the more efficient restructuring procedures in some member states , the latter should take into consideration the size of the enterprise in applying this directive and should show de facto tolerance to small enterprises .


### the earlier the debtor can detect its financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management as well as reporting duties under loan agreements . in addition , third parties with relevant information such as accountants , tax and social security authorities could be incentivised or obliged under national law to flag a negative development . ### the earlier the debtor can detect its financial difficulties and can take appropriate action , the higher the probability of avoiding an impending insolvency or , in case of a business whose viability is permanently impaired , the more orderly and efficient the winding - up process . clear information on the available preventive restructuring procedures as well as early warning tools should therefore be put in place to incentivise debtors who start to experience financial problems to take early action . possible early warning mechanisms should include accounting and monitoring duties for the debtor or the debtor ' s management , taking into consideration the lack of financial resources of smes , as well as reporting duties under loan agreements . in addition , social security , tax and audit authorities should aim to have means under domestic law to draw attention to any dangerous development on business debts at the earliest possible stage . access to public , free and user - friendly information on the legal procedures for restructuring and insolvency is a first step towards raising awareness of debtors and entrepreneurs and avoiding cases of insolvency . in addition , the commission should promote , in line with its digital single market strategy , the use and development of new it technologies for notifications and online communications , to ensure more effective early warning procedures .


### the agency shall , at the request of the commission , provide it with information on specific third countries which could be considered for inclusion in the common eu list of safe countries of origin in accordance with regulation no xxx / xxx . ### the agency shall provide the commission with information on specific third countries which could be considered for inclusion in the common eu list of safe countries of origin in accordance with regulation no xxx / xxx .


### for this purpose , the agency shall work in close collaboration with the european agency for the management of operational cooperation at the external borders of the member states , and shall , in particular , rely on the risk analysis carried out by that agency so as to ensure the highest level of consistency and convergence in the information provided by both agencies . ### for this purpose , the agency shall work in close collaboration with the european border and coast guard , and shall , in particular , rely on the risk analysis carried out by that agency so as to ensure the highest level of consistency and convergence in the information provided by both agencies .


### the management board shall , on a proposal of the executive director , decide by a three - fourths majority of members with a right to vote on the profiles of experts and on the share that each member state shall contribute to constitute the asylum intervention pool . the same procedure shall apply to any subsequent changes in the profiles and the overall number of experts . ### the management board shall , on a proposal of the executive director , decide on the share that each member state shall contribute to constitute the asylum intervention pool . the same procedure shall apply to any subsequent changes in the profiles and the overall number of experts .


### in matters related to its activities and , to the extent required for the fulfilment of its tasks , the agency shall facilitate and encourage operational cooperation between member states and third countries , within the framework of the union ' s external relations policy , including with regard to the protection of fundamental rights , and in cooperation with the european external action service . the agency and the member states shall promote and comply with norms and standards equivalent to those set by union legislation , including when carrying out activities on the territory of those third countries . ### in matters related to its activities and , to the extent required for the fulfilment of its tasks , the agency shall facilitate and encourage operational cooperation between member states and third countries , within the framework of the union ' s external relations policy , including with regard to the protection of fundamental rights , and in cooperation with the european external action service . the agency and the member states shall promote and comply with norms and standards equivalent to those set by union legislation , including the eu charter of fundamental rights , the 1951 geneva refugee convention and its 1967 protocol , also when carrying out activities on the territory of those third countries .


### where , after the period referred to in article 14 , the member state concerned has not fully implemented the action plan and the shortcomings in the asylum and reception systems are so serious that they jeopardize the functioning of the ceas , the commission shall , based on its own assessment of the implementation of the action plan and the seriousness of the shortcomings , adopt recommendations addressed to that member state outlining the measures needed to remedy the serious shortcomings , and where necessary setting out the measures to be taken by the agency to support that member state . ### where , after the period referred to in article 14 , the member state concerned has not fully implemented the action plan , the commission shall , based on its own assessment of the implementation of the action plan and the seriousness of the shortcomings , adopt recommendations addressed to that member state outlining the measures needed to remedy the serious shortcomings , and where necessary setting out the measures to be taken by the agency to support that member state .


### the multi - annual programming shall list the member states whose asylum and reception systems shall be monitored each year , ensuring that each member state shall be monitored at least once in every five - year period . ### the multi - annual programming shall list the member states whose asylum and reception systems shall be monitored each year , ensuring that each member state shall be monitored at least once in every three - year period .


### the agency may initiate a monitoring exercise for the assessment of the asylum or reception systems of a member state on its own initiative or at the request of the commission whenever there are serious concerns regarding the functioning of any aspect of that member state ' s asylum or reception systems . ### the agency shall initiate a monitoring exercise for the assessment of the asylum or reception systems of a member state on its own initiative or at the request of the commission whenever there are serious concerns regarding the functioning of any aspect of that member state ' s asylum or reception systems .


### the agency shall , at the request of the commission , provide it with information on specific third countries which could be considered for inclusion in the common eu list of safe countries of origin in accordance with regulation no xxx / xxx . ### the agency shall provide the commission with information and independent analysis on the situation of specific third countries which could be considered for inclusion in the common eu list of safe countries of origin in accordance with regulation no xxx / xxx . the european parliament may request that the agency have access to this information and analysis .


### expansion of renewable energy and energy and resource efficiency ; ### expansion of renewable and unconventional energy ; and energy and resource efficiency ;


### the commission and the eib , with support from the member states , shall promote the creation of a transparent pipeline of current and potential future investment projects in the union . the pipeline is without prejudice to the final projects selected for support according to article 3 . ### the commission and the eib , with support from the member states and regional and local authorities , shall promote the creation of a transparent pipeline of current and potential future investment projects in the union . the pipeline is without prejudice to the final projects selected for support according to article 3 .


### expansion of renewable energy and energy and resource efficiency ; ### expansion of renewable energy and energy and resource efficiency , taking into account regional potential for smart investments ;


### the purpose of the efsi shall be to support investments in the union and to ensure increased access to financing for companies having up to 3000 employees , with a particular focus on small and medium enterprises , through the supply of risk bearing capacity to the eib . ### the purpose of the efsi shall be to support investments in the union and to ensure increased access to financing for companies having up to 3 000 employees , with a particular focus on innovative micro - , small - and medium - sized enterprises , through the supply of risk bearing capacity to the eib .


### the purpose of the efsi shall be to support investments in the union and to ensure increased access to financing for companies having up to 3000 employees , with a particular focus on small and medium enterprises , through the supply of risk bearing capacity to the eib . ### the purpose of the efsi shall be to support investments in the union and to ensure increased and more readily accessible financing for companies having up to 3000 employees , with a particular focus on small and medium enterprises , through the supply of risk - bearing capacity to the eib .


### throughout the economic and financial crisis , the union has made efforts to promote growth , in particular through initiatives set out in the europe 2020 strategy that put in place an approach for smart , sustainable and inclusive growth . the european investment bank has also strengthened its role in instigating and promoting investment within the union , partly by way of an increase in capital in january 2013 . further action is required to ensure that the investment needs of the union are addressed and that the liquidity available on the market is used efficiently and channelled towards the funding of viable investment projects . ### throughout the economic and financial crisis , the union has made efforts to promote growth , in particular through initiatives set out in the europe 2020 strategy , that put in place an approach for smart , sustainable and inclusive growth , and through the establishment of the european semester for economic policy coordination . the european investment bank has also strengthened its role in instigating and promoting investment within the union , partly by way of an increase in capital in january 2013 . further action is required to ensure that the investment needs of the union are addressed and that the liquidity available on the market is used efficiently and channelled towards the funding of viable investment projects .


### to partially finance the contribution from the union budget , the available envelopes of the horizon 2020 – the framework programme for research and innovation 2014 - 2020 , provided by regulation no 1291 / 2013 of the european parliament and of the council2 , and the connecting europe facility , provided by regulation no 1316 / 2013 of the european parliament and of the council3 , should be reduced . those programmes serve purposes that are not replicated by the efsi . however , the reduction of both programmes to finance the guarantee fund is expected to ensure a greater investment in certain areas of their respective mandates than is possible through the existing programmes . the efsi should be able to leverage the eu guarantee to multiply the financial effect within those areas of research , development and innovation and transport , telecommunications and energy infrastructure compared to if the resources had been spent via grants within the planned horizon 2020 and connecting europe facility programmes . it is , therefore , appropriate to redirect part of the funding presently envisaged for those programmes to the benefit of efsi . __________________ 2 regulation no 1291 / 2013 of the european parliament and of the council of 11 december 2013 establishing horizon 2020 - the framework programme for research and innovation and repealing decision no 1982 / 2006 / ec . 3 regulation no 1316 / 2013 of the european parliament and of the council of 11 december 2013 establishing the connecting europe facility , amending regulation no 913 / 2010 and repealing regulations no 680 / 2007 and no 67 / 2010 . ### the contribution from the union budget to the eu budget guarantee fund will be progressively authorised by the european parliament and the council in the framework of the annual budgetary procedures up to 2020 . for this purpose , the budgetary authority should make use , where appropriate , of all available mechanisms of flexibility and relevant provisions under the 2014 - 2020 mff regulation ; __________________ 2 deleted 3 deleted


### many small and medium enterprises , as well as mid - cap companies , across the union require assistance to attract market financing , especially as regards investments that carry a greater degree of risk . the efsi should help these businesses to overcome capital shortages by allowing the eib and the european investment fund to provide direct and indirect equity injections , as well as to provide guarantees for high - quality securitisation of loans , and other products that are granted in pursuit of the aims of the efsi . ### many innovative and fast growing enterprises , including start - ups across the union require assistance to attract market financing , especially as regards investments that carry a greater degree of risk . the efsi should help these businesses to overcome capital shortages by allowing the eib and the european investment fund to provide direct and indirect equity injections , as well as to provide guarantees for high - quality securitisation of loans , and other products that are granted in pursuit of the aims of the efsi .


### the investment environment within the union should be improved by removing barriers to investment , reinforcing the single market and by enhancing regulatory predictability . the work of the efsi , and investments across europe generally , should benefit from this accompanying work . ### the investment environment within the union should be improved by removing barriers to investment , reinforcing the single market in particular in energy , digital , and capital markets , by enhancing regulatory predictability and promoting a mentality shift towards a risk - taking culture . the work of the efsi , and investments across europe generally , should benefit from this accompanying work .


### in addition , the eu guarantee shall be granted for support of dedicated investment platforms and national promotional banks , via the eib , that invest in operations meeting the requirements of this regulation . in that case , the steering board shall specify policies regarding eligible investment platforms . ### in addition , the eu guarantee shall be granted for support of dedicated investment platforms , and national promotional banks , alternative investment fund managers , which manage alternative investment funds authorised in accordance with directive 2011 / 61 / eu , managers of collective investment undertakings authorised in accordance with regulation no 345 / 2013 and managers of collective investment undertakings in accordance with regulation no 346 / 2013 , via the eib , that invest in operations meeting the requirements of this regulation . in that case , the steering board shall specify policies regarding eligible investment platforms , aifs , qualifying venture capital and social entrepreneurship funds .


### throughout the economic and financial crisis , the union has made efforts to promote growth , in particular through initiatives set out in the europe 2020 strategy that put in place an approach for smart , sustainable and inclusive growth . the european investment bank has also strengthened its role in instigating and promoting investment within the union , partly by way of an increase in capital in january 2013 . further action is required to ensure that the investment needs of the union are addressed and that the liquidity available on the market is used efficiently and channelled towards the funding of viable investment projects . ### throughout the economic and financial crisis , the union has made efforts to promote growth , in particular through initiatives set out in the europe 2020 strategy that put in place an approach for smart , sustainable and inclusive growth , and through the european semester for economic policy coordination . the european investment bank has also strengthened its role in instigating and promoting investment within the union , partly by way of an increase in capital in january 2013 . further action is required to ensure that the investment needs of the union are addressed and that the liquidity available on the market is used efficiently and channelled towards the funding of viable investment projects .


### the efsi agreement shall be open to accession by member states . subject to the consent of existing contributors , the efsi agreement shall also be open to accession by other third parties , including national promotional banks or public agencies owned or controlled by member states , and private sector entities . ### the efsi agreement shall be open to accession by member states . subject to the consent of existing contributors , the efsi agreement shall also be open to accession by other third parties , including national promotional banks or public agencies owned or controlled by member states or regional or local authorities , and private sector entities .


### an assessment of the added value , the mobilisation of private sector resources , the estimated and actual outputs , outcomes and impact of eib financing and investment operations at an aggregated basis ; ### an assessment of the added value , the mobilisation of private sector resources , the estimated and actual outputs , outcomes and impact of eib financing and investment operations at an aggregated basis , and by project level where disclosure of data is allowed .


### decisions on the use of the efsi support for infrastructure and large mid - cap projects should be made by an investment committee . the investment committee should be composed of independent experts who are knowledgeable and experienced in the areas of investment projects . the investment committee should be accountable to a steering board of the efsi , who should supervise the fulfilment of the efsi ' s objectives . to effectively benefit from the experience of the eif , the efsi should support funding to the eif to allow the eif to undertake individual projects in the areas of small and medium enterprises and small mid - cap companies . ### decisions on the use of the efsi support for infrastructure and large mid - cap projects should be made by an investment committee . the investment committee should be composed of independent experts who are knowledgeable and experienced in the areas of investment projects . the investment committee shall carry out its responsibilities fully independently and in line with the criteria set out in this regulation , as this is key to ensure the trust and participation of the private sector in the investment plan . the investment committee shall not take any instructions from third entities regarding the selection of individual projects to be funded by efsi , but shall be accountable to a steering board of the efsi , who supervises the fulfilment of the efsi ' s objectives . to effectively benefit from the experience of the eif , the efsi shall support funding to the eif to allow the eif to undertake individual projects in the areas of small and medium enterprises and small mid - cap companies .


### in the event of such redirection with the customer ' s explicit consent , the original version of the online interface shall remain easily accessible for that customer . ### in the event of such redirection , the version of the online interface which the consumer initially sought to access shall remain easily accessible by the consumer .


### discrimination can also occur in relation to services in the field of transport , in particular with respect to the sales of tickets for the transport of passengers . however , in that regard regulation no 1008 / 2008 of the european parliament and of the council18 , regulation no 1177 / 2010 of the european parliament and of the council19 and regulation no 181 / 2011 of the european parliament and of the council20 already contain broad prohibitions of discriminations covering all discriminatory practices that the present regulation seeks to address . furthermore , it is intended that regulation no 1371 / 2007 of the european parliament and of the council21 will be amended to that effect in near future . therefore , and in order to ensure consistency with the scope of application of directive 2006 / 123 / ec , services in the field of transport should remain outside the scope of this regulation . __________________ 18 regulation no 1008 / 2008 of the european parliament and of the council of 24 september 2008 on common rules for the operation of air services in the community . 19 regulation no 1177 / 2010 of the european parliament and of the council of 24 november 2010 concerning the rights of passengers when travelling by sea and inland waterway and amending regulation no 2006 / 2004 . 20 regulation no 181 / 2011 of the european parliament and of the council of 16 february 2011 on the rights of passengers in bus and coach transport and amending regulation no 2006 / 2004 . 21 regulation no 1371 / 2007 of the european parliament and of the council of 23 october 2007 on rail passengers’ rights and obligations . ### discrimination can also occur in relation to services in the field of transport , in particular with respect to the sales of tickets for the transport of passengers , therefore the provisions of this regulation should also apply to these services .


### the first of those situations is where the trader sells goods and there is no cross - border delivery of those goods by or on behalf of the trader to the member state where the customer resides . in that situation the customer should be able to purchase goods , under exactly the same conditions , including price and conditions relating to the delivery of the goods , as similar customers who are residents of the member state of the trader . that may mean that a foreign customer will have to pick up the good in that member state , or in a different member state to which the trader delivers . in this situation , there is no need to register for value added tax in the member state of the customer , nor arrange for the cross - border delivery of goods . ### the first of those situations is where the trader sells goods and there is no cross - border delivery of those goods by or on behalf of the trader to the member state where the consumer resides . in that situation the consumer should be able to purchase goods under exactly the same conditions , including as to price and conditions relating to the delivery of the goods , as similar consumers who are residents of the member state of the trader . the trader may offer delivery in his or her general terms and conditions or may offer therein the possibility to collect the goods at a location to be agreed upon in a member state other than the member state where the consumer has his or her place of residence . that may mean that a foreign consumer will have to pick up the good in that member state , or in a member state different from that to which the trader delivers . in this situation , there is no need to register for value added tax in the member state of the consumer .


### agreements imposing on traders obligations , in respect of passive sales , to act in violation of this regulation shall be automatically void . ### provisions of agreements imposing on traders obligations , in respect of passive sales within the meaning of regulation 330 / 2010 , to act in violation of this regulation shall be automatically null and void .


### in all those situations , traders may in some cases be prevented from selling goods or providing services to certain customers or to customers in certain territories , for reasons related to the nationality , place of residence or place of establishment of the customer , as a consequence of a specific prohibition or a requirement laid down in union law or in the laws of member states in accordance with union law . laws of member states may also require , in accordance with union law , traders to respect certain rules on the pricing of books . traders should not be prevented from complying with such laws in as far as necessary . ### in all those situations , traders may in some cases be prevented from selling goods or providing services to certain consumers or to consumers in certain member states , for reasons related to the nationality , place of residence or temporary location of the consumer , as a consequence of a specific prohibition or a requirement laid down in union law or in the laws of a member state in accordance with union law .


### in order to increase the possibility for customers to access information related to the sales of goods and the provision of services on the internal market and to increase transparency , including with respect to prices , traders should not , through the use of technological measures or otherwise , prevent customers from having full and equal access to online interfaces on the basis of their nationality , place of residence or place of establishment . such technological measures can encompass , in particular , any technologies used to determine the physical location of the customer , including the tracking of that by means of ip address , coordinates obtained through a global navigation satellite system or data related to a payment transaction . however , that prohibition of discrimination with respect to access to online interfaces should not be understood as creating an obligation for the trader to engage in commercial transactions with customers . ### in order to increase the possibility for customers to access information related to the sales of goods and the provision of services on the internal market and to increase transparency , including with respect to prices but not limited to them , traders or any other parties acting on their behalf , including intermediaries and operators of online interfaces for the purposes of access , should not , through the use of technological measures or otherwise , prevent customers from having full and equal access to online interfaces on the basis of their nationality , place of residence or place of establishment . such technological measures can encompass , but not be limited to , in particular , any technologies used to determine the physical location of the customer , including the tracking of that by means of ip address , surfing history and / or patterns , gsm tracking or localisation , coordinates obtained through a global navigation satellite system or data related to a payment transaction . however , that prohibition of discrimination with respect to access to online interfaces should not be understood as creating an obligation for the trader to engage in commercial transactions with customers .


### the discriminatory practices that this regulation seeks to address typically take place through general terms , conditions and other information set and applied by or on behalf of the trader concerned , as a precondition for obtaining access to the goods or services in question , and that are made available to the public at large . such general conditions of access include inter alia prices , payment conditions and delivery conditions . they can be made available to the public at large by or on behalf of the trader through various means , such as information published in advertisements , on websites or pre - contractual or contractual documentation . such conditions apply in the absence of an individually negotiated agreement to the contrary entered into directly between the trader and the customer . terms and conditions that are individually negotiated between the trader and the customers should not be considered general conditions of access for the purposes of this regulation . ### the discriminatory practices that this regulation seeks to address typically take place through general terms , conditions and other information set and applied by or on behalf of the trader concerned , as a precondition for obtaining access to the goods or services in question , and that are made available to the public at large . such general conditions of access include inter alia prices , payment conditions and delivery conditions . they can be made available to the public at large by or on behalf of the trader through various means , such as information published in advertisements or on websites , or may form part of pre - contractual or contractual information . such conditions apply in the absence of individually negotiated terms and conditions between the trader and the consumers . terms and conditions that are individually negotiated between the trader and the consumers should not be considered general conditions of access for the purposes of this regulation . however , the possibility of individually negotiating terms and conditions or agreeing individually upon additional rights or obligations should not result in geo - blocking or other unjustified forms of discrimination addressed by this regulation .


### traders shall not , for reasons related to the nationality , place of residence or place of establishment of the customer , the location of the payment account , the place of establishment of the payment service provider or the place of issue of the payment instrument within the union , apply different conditions of payment for any sales of goods or provision of services , where : ### a trader shall not , for reasons related to the nationality , place of residence or temporary location of the consumer , the location of the payment account , the place of establishment of the payment service provider or the place of issue of the payment instrument within the union , apply different conditions for a payment transaction , where :


### this regulation should not affect acts of union law concerning judicial cooperation in civil matters , notably the provisions on the law applicable to contractual obligations and on jurisdiction set out in regulations no 593 / 2008 of the european parliament and of the council24 and 1215 / 2012 of the european parliament and of the council25 , including the application of those acts and provisions in individual cases . in particular , the mere fact that a trader acts in accordance with the provisions of this regulation should not be construed as implying that he directs his activities to the consumer ' s member state for the purpose of such application . __________________ 24 regulation no 593 / 2008 of the european parliament and of the council of 17 june 2008 on the law applicable to contractual obligations . 25 regulation no 1215 / 2012 of the european parliament and of the council of 12 december 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters . ### this regulation shall be without prejudice to union law concerning judicial cooperation in civil matters , notably the provisions on the law applicable to contractual obligations and on jurisdiction set out in regulations no 593 / 2008 of the european parliament and of the council24 and 1215 / 2012 of the european parliament and of the council25 , including the application of those acts and provisions in individual cases . in particular , the mere fact that a trader complies with this regulation shall not be construed as implying that the trader directs his or her activities to the member state where the consumer has its habitual residence or domicile within the meaning of article 6 of regulation no 593 / 2008 , and of article 17 of regulation 1215 / 2012 . therefore , a trader , in accordance with this regulation , who does not block or limit access to his or her online interfaces for customers from another member state , apply different general conditions of access when selling goods or services in the specific situations laid down in this regulation , or different conditions for payment transactions within the range of payment means he or she accepts , should not , on these grounds alone , be considered as directing his or her activities to the member state in which the consumer has habitual residence or domicile , for the purpose of determining the applicable law and jurisdiction . __________________ 24 regulation no 593 / 2008 of the european parliament and of the council of 17 june 2008 on the law applicable to contractual obligations . 25 regulation no 1215 / 2012 of the european parliament and of the council of 12 december 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters .


### in order to increase the possibility for customers to access information related to the sales of goods and the provision of services on the internal market and to increase transparency , including with respect to prices , traders should not , through the use of technological measures or otherwise , prevent customers from having full and equal access to online interfaces on the basis of their nationality , place of residence or place of establishment . such technological measures can encompass , in particular , any technologies used to determine the physical location of the customer , including the tracking of that by means of ip address , coordinates obtained through a global navigation satellite system or data related to a payment transaction . however , that prohibition of discrimination with respect to access to online interfaces should not be understood as creating an obligation for the trader to engage in commercial transactions with customers . ### in order to increase the possibility for consumers to access information related to sales of goods and the provision of services within the internal market and to increase transparency , including with respect to prices , traders and online marketplaces should not , through the use of technological measures or otherwise , prevent consumers from having full and equal access to online interfaces on the basis of their nationality , place of residence or temporary location . full and equal access to online interfaces in the form of a mobile application includes the possibility for the consumer to download and access any version of the mobile application a trader may operate in one or more member states . technological measures that prevent such access can encompass , in particular , any technologies used to determine the physical location of the consumer , including the tracking of that location by means of ip address , coordinates obtained through a global navigation satellite system or data related to a payment transaction . however , that prohibition of discrimination with respect to access to online interfaces should not be understood as creating an obligation for the trader to engage in commercial transactions with a consumer .


### where the trader provides services , other than those covered by point , and those services are supplied to the customer in the premises of the trader or in a physical location where the trader operates , in a member state other than that of which the customer is a national or in which the customer has the place of residence or the place of establishment . ### receive services from the trader other than electronically supplied services and those services are supplied to the consumer in a physical location in which the trader operates in a member state other than that in which the consumer has his or her place of residence .


### the payee can request strong customer authentication by the payer pursuant to the directive 2015 / 2366 ; and ### authentication requirements are fulfilled pursuant to directive 2015 / 2366 ; and


### considering that some regulatory and administrative barriers for traders have been removed across the union in certain services sectors as a result of the implementation of directive 2006 / 123 / ec , in terms of material scope , consistency should be ensured between this regulation and directive 2006 / 123 / ec . as a consequence , the provisions of this regulation should apply inter alia to non - audio - visual electronically supplied services , the main feature of which is the provision of access to and use of copyright protected works or other protected subject matter , subject however to the specific exclusion provided for in article 4 and the subsequent evaluation of that exclusion as provided for in article 9 . audio - visual services , including services the main feature of which is the provision of access to broadcasts of sports events and which are provided on the basis of exclusive territorial licenses , are excluded from the scope of this regulation . access to retail financial services , including payment services , should therefore also be excluded , notwithstanding the provisions of this regulation regarding non - discrimination in payments . ### considering that some regulatory and administrative barriers for traders have been removed across the union in certain services sectors as a result of the implementation of directive 2006 / 123 / ec , in terms of material scope , consistency should be ensured between this regulation and directive 2006 / 123 / ec where appropriate . access to retail financial services , including payment services , should therefore be excluded , notwithstanding the provisions of this regulation regarding non - discrimination in payments .


### proposal for a regulation of the european parliament and of the council on addressing geo - blocking and other forms of discrimination based on customers ' nationality , place of residence or place of establishment within the internal market and amending regulation no 2006 / 2004 and directive 2009 / 22 / ec ### proposal for a regulation of the european parliament and of the council on addressing unjustified geo - blocking and other forms of discrimination based on consumers ' nationality , place of residence or temporary location within the internal market and amending regulation no 2006 / 2004 and directive 2009 / 22 / ec


### the first of those situations is where the trader sells goods and there is no cross - border delivery of those goods by or on behalf of the trader to the member state where the customer resides . in that situation the customer should be able to purchase goods , under exactly the same conditions , including price and conditions relating to the delivery of the goods , as similar customers who are residents of the member state of the trader . that may mean that a foreign customer will have to pick up the good in that member state , or in a different member state to which the trader delivers . in this situation , there is no need to register for value added tax in the member state of the customer , nor arrange for the cross - border delivery of goods . ### the first of those situations is where the trader sells goods and the goods are delivered to a member state to which the trader offers delivery in the general conditions of access or are collected at a location agreed upon between the trader and the consumer in a member state in which the trader offers such option in his general conditions of access . in that situation the consumer should be able to purchase goods , under exactly the same conditions , including price and conditions relating to the delivery of the goods , as similar consumer who are residents of the member state in which the goods are delivered or in which the goods are collected . that may mean that a foreign consumer will have to pick up the good in that member state , or in a different member state to which the trader delivers . this does not entail that traders should change their online interfaces , set - up new pickup stations , comply with national legal requirements or accordingly inform consumers about these when a trader does not pursue or direct his or her activities towards the member state of the consumer . in these specific situations it is the consumer who undertakes responsibility for ensuring that the goods or services meet national requirements in his or her member state . in this situation , there is no need to register for value added tax in the member state of the customer , nor arrange for the cross - border delivery of goods .


### where the trader sells goods and those goods are not delivered cross - border to the member state of the customer by the trader or on his or her behalf ; ### buy goods and the trader offers in his or her general conditions of access delivery of those goods to a location in a member state other than the member state of residence of the consumer , including the option to collect the goods at a location to be agreed upon between the consumer and the trader ;


### this regulation shall not affect acts of union law concerning judicial cooperation in civil matters . compliance with this regulation shall not be construed as implying that a trader directs his or her activities to the member state where the consumer has the habitual residence or domicile within the meaning of point of article 6 of regulation no 593 / 2008 and point of article 17 of regulation 1215 / 2012 . ### this regulation shall be without prejudice to union law concerning judicial cooperation in civil matters . compliance with this regulation shall not be construed as implying that a trader directs his or her activities to the member state where the consumer has the habitual residence or domicile within the meaning of point of article 6 of regulation no 593 / 2008 , and point of article 17 of regulation 1215 / 2012 . in particular , where a trader acting , in accordance with articles 3 , 4 and 5 , does not block or limit customers ' access to his or her online interface , does not redirect customers to a version of his or her online interface that is different from the online interface to which the customer first sought access , regardless of their nationality or place of residence , place of temporary location or place of establishment , does not apply different general conditions of access when selling goods or providing services in situations laid down in this regulation or where the trader accepts payment instruments issued in another member state on a non - discriminatory basis , that trader shall not be considered as directing his or her activities to the member state where the consumer has the habitual residence or domicile .


### both consumers and undertakings should be safeguarded from discrimination for reasons related to their nationality , place of residence or place of establishment when acting as customers for the purposes of this regulation . however , that protection should not extend to customers purchasing a good or a service for resale , because it would affect widely used distribution schemes between undertakings in a business to business context , such as selective and exclusive distribution , which generally allow for manufacturers to select their retailers , subject to compliance with the rules on competition . ### when purchasing goods or services as end - users under general conditions of access , consumers and undertakings , in particular microenterprises , small and medium enterprises , are often in a similar position . hence , both consumers and undertakings should be protected against discrimination for reasons related to their nationality , place of residence or place of establishment when acting as customers for the purposes of this regulation . however , that protection should not extend to customers purchasing a good or a service for subsequent resale , transformation , processing or renting because it would affect widely used distribution schemes between undertakings in a business to business context , often negotiated bilaterally and directly linked to the commercial strategies at downstream and upstream level , such as selective and exclusive distribution , which generally allow for manufacturers to select their retailers , subject to compliance with the rules on competition .


### ' general conditions of access ' means all terms , conditions and other information , including sale prices , regulating the access of customers to goods or services offered for sale by a trader , which are set , applied and made available to the public at large by or on behalf of the trader and which apply in the absence of an individually negotiated agreement between the trader and the customer ; ### ' general conditions of access ' means all terms , conditions and other information , including net sale prices , regulating access by consumers to goods or services offered for sale by a trader , which are set , applied and made available to the public at large by or on behalf of the trader and which apply in the absence of an individually negotiated agreement between the trader and the consumer ;


### traders shall not apply different general conditions of access to their goods or services , for reasons related to the nationality , place of residence or place of establishment of the customer , in the following situations : ### a trader shall not apply different general conditions of access to his or her goods or services , for reasons related to the nationality , place of residence or temporary location of the consumer , where the consumer seeks to :


### this regulation shall not affect acts of union law concerning judicial cooperation in civil matters . compliance with this regulation shall not be construed as implying that a trader directs his or her activities to the member state where the consumer has the habitual residence or domicile within the meaning of point of article 6 of regulation no 593 / 2008 and point of article 17 of regulation 1215 / 2012 . ### this regulation shall be without prejudice to acts of union law concerning judicial cooperation in civil matters . simple compliance with this regulation shall not be construed as implying that a trader directs his or her activities to the member state where the consumer has the habitual residence or domicile within the meaning of point of article 6 of regulation no 593 / 2008 , and point of article 17 of regulation 1215 / 2012 . in particular , when a trader , acting in compliance with articles 3 , 4 and 5 , does not block or limit consumers ' access to its online interface , does not redirect them to a version of its online interface other than that which the consumer in question initially sought to access , regardless of their country of origin or place of residence , and does not apply different general access conditions in situations covered by this regulation , that operator cannot be said for those reasons alone to be actively directing its activities towards the member state where the consumer has the habitual residence or domicile . this shall however not apply when the existence of other additional elements , which go beyond simple compliance with the mandatory provisions , indicate that the trader directs his or her commercial or professional activities to such a member state .


### certain traders operate different versions of their online interfaces , targeting customers from different member states . while this should remain possible , redirecting a customer from one version of the online interface to another version without his or her explicit consent should be prohibited . all versions of the online interface should remain easily accessible to the customer at all times . ### certain traders operate different versions of their online interfaces , targeting customers from different member states . while this should remain possible , redirecting a customer from one version of the online interface to another version without his or her explicit consent should be prohibited . traders should not be under the obligation to require the customer ' s explicit consent each time the same customer visits the same online interface . once the customer ' s explicit consent has been given it should be deemed valid for all subsequent visits of the same customer to the same online interface . all versions of the online interface should remain easily accessible to the customer at all times .


### in certain cases , blocking , limiting of access or redirection without the customer ' s consent to an alternative version of an online interface for reasons related to the customer ' s nationality , place or residence or place of establishment might be necessary in order to ensure compliance with a legal requirement in union law or in the laws of member states in accordance with union law . such laws can limit customers ' access to certain goods or services , for instance by prohibiting the display of specific content in certain member states . traders should not be prevented from complying with such requirements and thus be able to block , limit the access or redirect certain customers or customers in certain territories to an online interface , insofar as that is necessary for that reason . ### in certain cases , blocking , limiting of access or redirection without the customer ' s consent to an alternative version of an online interface for reasons related to the customer ' s nationality , place or residence or place of establishment might be necessary in order to ensure compliance with a legal requirement in union law or in the laws of member states in accordance with union law . such laws can limit customers ' access to certain goods or services , for instance by prohibiting the display of specific content in certain member states . traders should not be prevented from complying with such requirements and thus be able to block , limit the access or redirect certain customers or customers in certain territories to an online interface , insofar as that is necessary for that reason . furthermore , the application of this regulation should not prevent member states from applying their fundamental rules and principles relating to the freedom of press and freedom of expression .


### the discriminatory practices that this regulation seeks to address typically take place through general terms , conditions and other information set and applied by or on behalf of the trader concerned , as a precondition for obtaining access to the goods or services in question , and that are made available to the public at large . such general conditions of access include inter alia prices , payment conditions and delivery conditions . they can be made available to the public at large by or on behalf of the trader through various means , such as information published in advertisements , on websites or pre - contractual or contractual documentation . such conditions apply in the absence of an individually negotiated agreement to the contrary entered into directly between the trader and the customer . terms and conditions that are individually negotiated between the trader and the customers should not be considered general conditions of access for the purposes of this regulation . ### the discriminatory practices that this regulation seeks to address typically take place through general terms , conditions and other information set and applied by or on behalf of the trader concerned , as a precondition for obtaining access to the goods or services in question , and that are made available to the public at large . such general conditions of access include inter alia prices , payment conditions and delivery conditions . they can be made available to the public at large by or on behalf of the trader through various means , such as information published in advertisements or on websites , or may form part of pre - contractual or contractual information . such conditions apply in the absence of individually negotiated terms and conditions between the trader and the consumers . terms and conditions that are individually negotiated between the trader and the consumers should not be considered general conditions of access for the purposes of this regulation . however , the possibility of individually negotiating terms and conditions or agreeing individually upon additional rights or obligations should not result in geo - blocking or other unjustified forms of discrimination addressed by this regulation .


### where the trader provides services , other than those covered by point , and those services are supplied to the customer in the premises of the trader or in a physical location where the trader operates , in a member state other than that of which the customer is a national or in which the customer has the place of residence or the place of establishment . ### receive services from the trader other than electronically supplied services and those services are supplied to the customer in a physical location within a member state where the trader operates .


### in a number of specific situations , any differences in the treatment of customers through the application of general conditions of access , including outright refusals to sell goods or to provide services , for reasons related to the customers ' nationality , place of residence or place of establishment cannot be objectively justified . in those situations , all such discrimination should be prohibited and customers should consequently be entitled , under the specific conditions laid down in this regulation , to engage in commercial transactions under the same conditions as a local customer and have full and equal access to any of the different goods or services offered irrespective of their nationality , place of residence or place of establishment . where necessary , traders should therefore take measures to ensure compliance with that prohibition of discrimination if otherwise the customers concerned would be precluded from having such full and equal access . however , the prohibition applicable in those situations should not be understood as precluding traders from directing their activities at different member states or certain groups of customers with targeted offers and differing terms and conditions , including through the setting - up of country - specific online interfaces . ### in a number of specific situations , any differences in the treatment of consumers through the application of general conditions of access , including outright refusals to sell goods or to provide services , for reasons related to the consumers ' nationality , place of residence or temporary location cannot be objectively justified . in those situations , all such discrimination should be prohibited and consumers should consequently be entitled , under the specific conditions laid down in this regulation , to engage in commercial transactions under the same conditions as a local consumer and should have full and equal access to any of the different goods or services offered , irrespective of his or her nationality , place of residence or temporary location . where necessary , a trader should therefore take measures to ensure compliance with that prohibition of discrimination if otherwise the consumer concerned would be precluded from having such full and equal access . however , the prohibition applicable in those situations should not be understood as precluding traders from directing their activities at different member states or certain groups of consumers with targeted offers and differing general conditions of access , including through the setting - up of country - specific online interfaces which may include different prices .


### traders shall not , for reasons related to the nationality , place of residence or place of establishment of the customer , redirect customers to a version of their online interface that is different from the online interface which the customer originally sought to access , by virtue of its layout , use of language or other characteristics that make it specific to customers with a particular nationality , place of residence or place establishment , unless the customer gives his or her explicit consent prior to such redirection . ### traders shall not , for reasons related to the nationality , place of residence or temporary location , or place of establishment of the customer , redirect customers to a version of their online interface that is different from the online interface to which the customer first sought access , by virtue of its layout , use of language or other characteristics that make it specific to customers with a particular nationality , place of residence or temporary location , or place of establishment , unless the customer has given his or her explicit consent to such redirection .