### therefore , regulation no 883 / 2013 of the european parliament and of the council5 should be amended following the adoption of regulation 2017 / 1939 . the provisions governing the relationship between the eppo and the office in regulation 2017 / 1939 should be reflected and complemented by the rules in regulation no 883 / 2013 to ensure the highest level of protection of the financial interests of the union through synergies between the two bodies . _________________ 5 regulation no 883 / 2013 of the european parliament and of the council of 11 september 2013 concerning investigations conducted by the european anti - fraud office and repealing regulation no 1073 / 1999 of the european parliament and of the council and council regulation no 1074 / 1999 . ### therefore , regulation no 883 / 2013 of the european parliament and of the council5 should be amended and correspondingly adapted following the adoption of regulation 2017 / 1939 . the provisions governing the relationship between the eppo and the office in regulation 2017 / 1939 should be reflected and complemented by the rules in regulation no 883 / 2013 to ensure the highest level of protection of the financial interests of the union through synergies between the two bodies , which means implementing the principles of close cooperation , information exchange , complementarity and avoidance of duplication _________________ 5 regulation no 883 / 2013 of the european parliament and of the council of 11 september 2013 concerning investigations conducted by the european anti - fraud office and repealing regulation no 1073 / 1999 of the european parliament and of the council and council regulation no 1074 / 1999 .


### in view of their common goal to preserve the integrity of the union budget , the office and the eppo should establish and maintain a close relationship based on sincere cooperation and aimed at ensuring the complementarity of their respective mandates and coordination of their action , in particular as regards the scope of the enhanced cooperation for the establishment on the eppo . ultimately , the relationship should contribute to ensuring that all means are used to protect the financial interests of the union and avoiding unnecessary duplication of efforts . ### in view of their common goal to preserve the integrity of the union budget , the office and the eppo should establish and maintain a close relationship based on sincere and effective cooperation and aimed at ensuring the complementarity of their respective mandates and coordination of their action , in particular as regards the scope of the enhanced cooperation for the establishment on the eppo . ultimately , the relationship should contribute to ensuring that all means are used to protect the financial interests of the union and avoiding unnecessary duplication of efforts and ensuring full compliance with procedural guarantees and the rights of the economic operators concerned .


### in consideration of the office ' s expertise , the institutions , bodies , offices and agencies of the union should have the choice to make use of the office to conduct such preliminary evaluation of allegations reported to them . ### in order to ensure effective cooperation and in consideration of the office ' s expertise , experience , mandate and powers , the institutions , bodies , offices and agencies of the union should have the choice to make use of the office to conduct such preliminary evaluation of allegations reported to them .


### the office should actively support the eppo in its investigations . in this regard , the eppo may request the office to support or complement its criminal investigations through the exercise of powers under this regulation . in these cases the office should perform these operations within the limits of its powers and within the framework provided for in this regulation . ### the office should actively support the eppo in the course of its investigations , for example by providing appropriate technical and logistical support . in this regard , the eppo may request the office to support or complement its criminal investigations through the exercise of its mandate and powers under this regulation . in these cases the office should perform these operations within the limits of its powers and within the framework provided for in this regulation .


### to ensure effective coordination between the office and the eppo , information should be exchanged between them on a continuous basis . the exchange of information in the stages prior to the opening of investigations by the office and the eppo is particularly relevant to ensure proper coordination between the respective actions and avoid duplication . the office and the eppo should specify the modalities and conditions of this exchange of information in their working arrangements . ### to ensure effective coordination and cooperation between the office and the eppo , information should be exchanged between them on a continuous basis . the exchange of information in the stages prior to the opening of investigations by the office and the eppo is particularly relevant to ensure proper coordination between the respective actions to guarantee complementarity and avoid duplication . the office and the eppo should specify the modalities and conditions of this exchange of information in their working arrangements .


### the commission report on evaluation of the application of regulation no 883 / 20136 , adopted on 2 october 2017 , concluded that the 2013 changes to the legal framework brought clear improvements , as regards the conduct of investigations , cooperation with partners and the rights of persons concerned . at the same time , the evaluation has highlighted some shortcomings which impact on the effectiveness and efficiency of investigations . _________________ 6 com 589 . the report was accompanied by an evaluation staff working document , swd 332 , and an opinion of the office ' s supervisory committee , opinion 2 / 2017 . ### the commission report on evaluation of the application of regulation no 883 / 20136 , adopted on 2 october 2017 , concluded that the 2013 changes to the legal framework brought clear improvements , as regards the conduct of investigations , cooperation with partners and the rights of persons concerned . at the same time , the evaluation has highlighted some shortcomings which impact on the effectiveness and efficiency of investigations , for example in the exercise of powers and use of olaf’s investigative resources , or as regards uniform conditions for conducting internal investigations , cooperation between member states and their institutions , on the one hand , and the offices , agencies , bodies and institutions of the eu , on the other , as well differences in the application of union legal framework provisions . _________________ 6 com 589 . the report was accompanied by an evaluation staff working document , swd 332 , and an opinion of the office ' s supervisory committee , opinion 2 / 2017 .


### economic operators should have the possibility to use any of the official languages of the member state where the check takes place , and the right to be assisted by a person of their choice , including by external legal counsel , during on - the - spot checks and inspections . the presence of a legal counsel should not , however , represent a legal condition for the validity of on - the - spot checks and inspections . to ensure the effectiveness of the on - the - spot checks and inspections , in particular as regards the risk of evidence disappearing , the office should be able to access to the premises , land , means of transportation or other areas used for business purposes without waiting for the operator to consult its legal counsel . it should only accept a short reasonable delay pending consultation of the legal counsel before starting the conduct of the check . any such delay must be kept to the strict minimum . ### economic operators should have the possibility to use any of the official languages of the member state where the check takes place , and the right to be assisted by a person of their choice , including by external legal counsel , during on - the - spot checks and inspections . the presence of a legal counsel should not , however , represent a legal condition for the validity of on - the - spot checks and inspections . to ensure the effectiveness of the on - the - spot checks and inspections , in particular as regards the risk of evidence disappearing , the office should be able to access to the premises , land , means of transportation or other areas used for business purposes without waiting for the operator to consult its legal counsel , but without preventing such consultation . it should only accept a short reasonable delay pending consultation of the legal counsel before starting the conduct of the check . any such delay must be kept to the strict minimum , provided that the procedural guarantees and the rights of the economic operator concerned are duly respected .


### the mandate of the office includes the protection of revenues to the union budget arising from vat own resources . in this field , the office should be able to support and complement the activities of the member states through investigations conducted in accordance with its mandate , the coordination of national competent authorities in complex , transnational cases , and the support and assistance to member states and to the eppo . to this end , the office should be able to exchange information through the eurofisc network established by council regulation no 904 / 20109 in order to promote and facilitate cooperation in the fight against vat fraud . _________________ 9 council regulation no 904 / 2010 of 7 october 2010 on administrative cooperation and combating fraud in the field of value added tax , oj l 268 , 12 . 10 . 2010 , p . 1–18 . ### the mandate of the office includes the protection of revenues to the union budget arising from vat own resources . in this field , the office should be able to support and complement the activities of the member states through investigations conducted in accordance with its mandate , the coordination of national competent authorities in complex , transnational cases , and the support and assistance to member states and to the eppo . to this end , the office should be able to exchange information through the eurofisc network established by council regulation no 904 / 20109 , bearing in mind the provisions of regulation no 45 / 2001 1a in order to promote and facilitate cooperation in the fight against vat fraud . _________________ 9 council regulation no 904 / 2010 of 7 october 2010 on administrative cooperation and combating fraud in the field of value added tax , oj l 268 , 12 . 10 . 2010 , p . 1–18 . 1a regulation no 45 / 2001 of the european parliament and of the council of 18 december 2000 on the protection of individuals with regard to the processing of personal data by the community institutions and bodies and on the free movement of such data .


### the office shall establish and maintain a close relationship with the european public prosecutor ' s office established in enhanced cooperation by council regulation 2017 / 193913 . this relationship shall be based on mutual cooperation and on information exchange . it shall aim in particular to ensure that all available means are used to protect the union’s financial interests through the complementarity of their respective mandates and the support provided by the office to the eppo . _________________ 13 council regulation 2017 / 1939 of 12 october 2017 implementing enhanced cooperation on the establishment of the european public prosecutor’s office . ### the office shall establish and maintain a close relationship with the european public prosecutor ' s office established in enhanced cooperation by council regulation 2017 / 193913 . this relationship shall be based on mutual cooperation , complementarity , avoidance of duplication and information exchange . it shall aim in particular to ensure that all available means are used to protect the union’s financial interests through the complementarity of their respective mandates and the support provided by the office to the eppo , including technical and logistic support . _________________ 13 council regulation 2017 / 1939 of 12 october 2017 implementing enhanced cooperation on the establishment of the european public prosecutor’s office .


### in the exercise of these powers , the office shall comply with the procedural guarantees provided for in this regulation and in regulation no 2185 / 96 . in the conduct of an on - the - spot check and inspection , the economic operator concerned shall have the right not to make self - incriminating statements and to be assisted by a person of choice . when making statements during the on the spot checks , the economic operator shall be provided with the possibility to use any of the official languages of the member state where he is located . the right to be assisted by a person of choice shall not prevent access by the office to the premises of the economic operator , and shall not unduly delay the start of the check . ### in the exercise of these powers , the office shall comply with the procedural guarantees provided for in this regulation and in regulation no 2185 / 96 , as well as regulation no 45 / 2001 1a . in the conduct of an on - the - spot check and inspection , the economic operator concerned shall have the right not to make self - incriminating statements and to be assisted by a person of choice . when making statements during the on the spot checks , the economic operator shall be able to use any of the official languages of the member state where he is located . the right to be assisted by a person of choice shall not prevent access by the office to the premises of the economic operator , and shall not unduly delay the start of the check . _________________ 1a regulation no 45 / 2001 of the european parliament and of the council of 18 december 2000 on the protection of individuals with regard to the processing of personal data by the community institutions and bodies and on the free movement of such data .


### the member state concerned shall ensure , in accordance with regulation no 2185 / 96 , that the staff of the office are allowed access to all information and documents relating to the matter under investigation which prove necessary in order for the on - the - spot checks and inspection to be carried out effectively and efficiently , and that they are able to assume custody of documents or data to ensure that there is no danger of their disappearance . ### the member state concerned shall ensure , in accordance with regulation no 2185 / 96 , that the staff of the office are allowed access to all information and documents relating to the matter under investigation which prove necessary in order for the on - the - spot checks and inspection to be carried out effectively and efficiently and proportionately , and that they are able to assume custody of documents or data to ensure that there is no danger of their disappearance .


### in addition to the first subparagraph , the institution , body , office or agency concerned may at any time consult the office with a view to taking , in close cooperation with the office , any appropriate precautionary measures , including measures for the safeguarding of evidence , and shall inform the office without delay of such decision . ; ### in addition to the first subparagraph , the institution , body , office or agency concerned may at any time consult the office with a view to taking , in close cooperation with the office and without duplicating its efforts , any appropriate precautionary measures , including measures for the safeguarding of evidence , and shall inform the office without delay of such decision . ;


### it is necessary to specify the objectives of the entry / exit system and its technical architecture , to lay down rules concerning its operation and use and to define responsibilities for the system , the categories of data to be entered into the system , the purposes for which the data are to be entered , the criteria for their entry , the authorities authorised to access the data and further rules on data processing and the protection of personal data . ### it is necessary to specify the objectives of the entry / exit system and its technical architecture , to lay down rules concerning its operation , use and interoperability with other information systems and to define responsibilities for the system , the categories of data to be entered into the system , the purposes for which the data are to be entered , the criteria for their entry , the authorities authorised to access the data and further rules on data processing and the protection of personal data .


### the ees should consist of a central system , which will operate a computerised central database of biometric and alphanumeric data , a national uniform interface in each member state , a secure communication channel between the ees central system and the vis central system and the communication infrastructure between the central system and the national uniform interfaces . each member state should connect its national border infrastructures to the national uniform interface . ### the ees should consist of a central system , which will operate a computerised central database of biometric and alphanumeric data , a national uniform interface in each member state , a secure communication channel between the ees central system and the vis central system and between the ees central system and the eurodac central system and the communication infrastructure between the central system and the national uniform interfaces . each member state should connect its national border infrastructures to the national uniform interface . member states ' national border infrastructures include the schengen information system , the interpol sltd and europol databases and the national databases of law enforcement authorities .


### a national uniform interface in each member state based on common technical specifications and identical for all member states enabling the connection of the central system to the national border infrastructures in member states ; ### a national uniform interface in each member state based on common technical specifications and identical for all member states enabling the connection of the central system to the national border infrastructures in member states ; member states ' national border infrastructures include the schengen information system , the interpol sltd and europol databases and the national databases of law enforcement authorities ;


### a secure communication channel between the ees central system and the vis central system ; ### a secure communication channel between the ees central system , the vis and the sis central systems ;


### stays in member states which are not yet fully applying the schengen acquis in accordance with their respective acts of accession shall not be taken into account in the calculation of the duration of the authorised stay in the schengen area . those member states shall register the stays of third country nationals in the ees . the automated calculator in the system shall not however compute stays in member states which are not yet fully applying the schengen acquis as part of the authorised length of stay . ### stays in member states which are not applying the provisions under title iii of regulation 2016 / 399 shall be taken into account in the calculation of the duration of the authorised stay .


### eu - lisa shall be responsible for the development of the central system , the national uniform interfaces , the communication infrastructure and the secure communication channel between the ees central system and the vis central system . it shall also be responsible for the development of the web service referred to in article 12 in accordance with the specifications and conditions adopted in accordance with the examination procedure referred to in article 61 . ### eu - lisa shall be responsible for the development of the central system , the national uniform interfaces , the communication infrastructure and the secure communication channel between the ees central system and the vis central system and between the ees central system and the eurodac central system . it shall also be responsible for the development of the web service referred to in article 12 in accordance with the specifications and conditions adopted in accordance with the examination procedure referred to in article 61 .


### eu - lisa shall define the design of the physical architecture of the system including its communication infrastructure as well as the technical specifications and their evolution as regards the central system , the uniform interfaces , the secure communication channel between the ees central system and the vis central system and the communication infrastructure , which shall be adopted by the management board , subject to a favourable opinion of the commission . eu - lisa shall also implement any necessary adaptations to the vis deriving from the establishment of interoperability with the ees as well as from the implementation of the amendments to regulation no 767 / 2008 referred to in article 55 . ### eu - lisa shall define the design of the physical architecture of the system including its communication infrastructure as well as the technical specifications and their evolution as regards the central system , the uniform interfaces , the secure communication channel between the ees central system and the vis central system and between the ees central system and the eurodac central system and the communication infrastructure , which shall be adopted by the management board , subject to a favourable opinion of the commission . eu - lisa shall also implement any necessary adaptations to the vis deriving from the establishment of interoperability with the ees as well as from the implementation of the amendments to regulation no 767 / 2008 referred to in article 55 .


### eu - lisa shall develop and implement the central system , the national uniform interfaces , the secure communication channel between the ees central system and the vis central system , and the communication infrastructure as soon as possible after the entry into force of this regulation and the adoption by the commission of the measures provided for in article 33 . ### eu - lisa shall develop and implement the central system , the national uniform interfaces , the secure communication channel between the ees central system and the vis central system and between the ees central system and the eurodac central system , and the communication infrastructure as soon as possible after the entry into force of this regulation and the adoption by the commission of the measures provided for in article 33 .


### eu - lisa shall be responsible for the operational management of the central system , the secure communication channel between the ees central system and the vis central system and the national uniform interfaces . it shall ensure , in cooperation with the member states , at all times the best available technology , subject to a cost - benefit analysis . eu - lisa shall also be responsible for the operational management of the communication infrastructure between the central system and the national uniform interfaces and for the web - service referred to in article 12 . ### eu - lisa shall be responsible for the operational management of the central system , the secure communication channel between the ees central system and the vis central system and between the ees central system and the eurodac central system and the national uniform interfaces . it shall ensure , in cooperation with the member states , at all times the best available technology , subject to a cost - benefit analysis . eu - lisa shall also be responsible for the operational management of the communication infrastructure between the central system and the national uniform interfaces and for the web - service referred to in article 12 .


### the costs incurred in connection with the establishment and operation of the central system , the communication infrastructure and the national uniform interface shall be borne by the general budget of the union . ### the costs incurred in connection with the establishment and operation of the central system , the communication infrastructure and the national uniform interface shall be borne by the general budget of the union . before starting the procurement procedure the commission shall undertake a precise analysis of the technical requirements for the integration of existing national systems , of the technical standards , of the requirements concerning the content and the accessibility of the ees .


### by [ six months after the entry into force of this regulation – opoce , please replace with the actual date ] and every six months thereafter during the development phase of the ees , eu - lisa shall submit a report to the european parliament and the council on the state of play of the development of the central system , the uniform interfaces and the communication infrastructure between the central system and the uniform interfaces . once the development is finalised , a report shall be submitted to the european parliament and the council explaining in detail how the objectives , in particular relating to planning and costs , were achieved as well as justifying any divergences . ### by [ six months after the entry into force of this regulation – opoce , please replace with the actual date ] and every six months thereafter during the development phase of the ees , eu - lisa shall submit a report to the european parliament and the council on the state of play of the development of the central system , the uniform interfaces and the communication infrastructure between the central system and the uniform interfaces . the report shall include an overview of budgetary and cost developments with a detailed technical and financial assessment , precise information on cost increases and changes in design requirements and the reasons for these divergences . where the crisis mechanism is triggered , the report shall state the reasons for and ramifications of the triggering . once the development is finalised , a report shall be submitted to the european parliament and the council explaining in detail how the objectives , in particular relating to planning and costs , were achieved as well as justifying any divergences .


### three years after the start of operations of the ees and every four years thereafter , the commission shall produce an overall evaluation of the ees . this overall evaluation shall include an examination of results achieved against objectives and the impact on fundamental rights , and assessing the continuing validity of the underlying rationale , the application of the regulation , the security of the ees and any implications on future operations , and shall make any necessary recommendations . the commission shall transmit the evaluation report to the european parliament and the council . ### three years after the start of operations of the ees and every four years thereafter , the commission shall produce an overall evaluation of the ees . this overall evaluation shall include an examination of results achieved against objectives and the impact on fundamental rights , and assessing the continuing validity of the underlying rationale , the application of the regulation , the security of the ees and any implications , in particular those with a budgetary impact , on future operations , and shall make any necessary recommendations . the commission shall transmit the evaluation report to the european parliament and the council .


### without prejudice to member states’ responsibility for the accuracy of data entered into vis , eu - lisa should be responsible for reinforcing data quality by introducing a central data quality monitoring tool , and for providing reports at regular intervals to the member states . ### without prejudice to member states’ responsibility for the accuracy of data entered into vis , eu - lisa should be responsible for reinforcing data quality by introducing , maintaining and continuously upgrading a central data quality monitoring tool , and for providing reports at regular intervals to the member states .


### ‘ facial image’ means digital image of the face ; ### ‘ facial image’ means digital image of the face with the required quality and resolution to be used for the automated biometric matching ;


### the management authority together with the commission shall develop and maintain automated data quality control mechanisms and procedures for carrying out quality checks on the data in vis and shall provide regular reports to the member states . the management authority shall provide a regular report to the member states and commission on the data quality controls . ### eu - lisa together with the commission shall develop and maintain automated data quality control mechanisms and procedures for carrying out quality checks on the data in vis and shall provide regular reports to the member states . eu - lisa shall provide a regular report to the member states , commission and european parliament on the data quality controls .


### the management authority together with the commission shall develop and maintain automated data quality control mechanisms and procedures for carrying out quality checks on the data in vis and shall provide regular reports to the member states . the management authority shall provide a regular report to the member states and commission on the data quality controls . ### the management authority together with the commission shall develop , maintain and continuously upgrade automated data quality control mechanisms and procedures for carrying out quality checks on the data in vis and shall provide regular reports to the member states . the management authority shall ensure adequate levels of professionally trained staff to implement the technical innovations and upgrades required to operate the data quality control mechanisms . the management authority shall provide a regular report to the member states and commission on the data quality controls .


### every time an individual file is created upon issuance or refusal pursuant to article 22d of a long - stay visa or residence permit , the vis shall launch a query by using the european search portal defined in article 6 of [ the interoperability regulation ] to compare the relevant data referred to in article 22c , , , and of this regulation with the relevant data , in the vis , the schengen information system , the entry / exit system , the european travel information and authorisation system including the watchlist referred to in article 29 of regulation 2018 / xx for the purposes of establishing a european travel information and authorisation system , [ the ecris - tcn system as far as convictions related to terrorist offences and other forms of serious criminal offences are concerned ] , the europol data , the interpol stolen and lost travel document database , and the interpol travel documents associated with notices database . ### every time an individual file is created upon issuance or refusal pursuant to article 22d of a long - stay visa , residence permit or residence card , the vis shall launch a query by using the european search portal defined in article 6 of [ the interoperability regulation ] to compare the relevant data referred to in article 22c , , , and of this regulation with the relevant data , in the vis , the schengen information system , the entry / exit system , the european travel information and authorisation system including the watchlist referred to in article 29 of regulation 2018 / xx for the purposes of establishing a european travel information and authorisation system , [ the ecris - tcn system as far as convictions related to terrorist offences and other forms of serious criminal offences are concerned ] , the europol data , the interpol stolen and lost travel document database , and the interpol travel documents associated with notices database .


### the presumption of innocence is violated if , without the accused’s having previously been proved guilty according to law , a judicial decision or a public statement by judicial or other public authorities presents the suspects or accused persons as if they were convicted . ### the presumption of innocence is violated if , without the accused’s having previously been proven guilty according to law , persons holding a public office , be it judicial , administrative or political , make a statement or a reference , or perform an action that is likely to present the suspects or accused persons as guilty . for the purposes of this directive , ' public statement ' means any statement relating to a crime and issued by the judicial authorities , the police or any other public authorities , including ministers and other public officials . without prejudice to the freedom of the press and the right to information , the presumption of innocence is also infringed wherever suspects or accused persons are referred to in the press as if they have already been found guilty .


### member states shall ensure that the burden of proof in establishing the guilt of suspects or accused persons is on the prosecution . this is without prejudice to any ex officio fact finding powers of the trial court . ### member states shall ensure that the burden of proof in establishing the guilt of suspects or accused persons is on the prosecution and any doubt is to benefit the suspect or accused person . this is without prejudice to any obligation on the judge or the competent court to seek both inculpatory or exculpatory evidence .


### member states shall ensure that suspects or accused persons have the right to remain silent when questioned , by the police or other law enforcement or judicial authorities , in relation to the offence that they are suspected or accused of having committed . ### member states shall ensure that suspects or accused persons have the right , throughout the criminal proceedings , to remain silent when questioned , by the police or other law enforcement or judicial authorities , in relation to the offence that they are suspected or accused of having committed .


### the technological development leading to a proliferation of portable devices such as tablets and smartphones increasingly facilitates the use of online content services by providing access to them regardless of the consumers ' location . there is a rapidly growing demand on the part of consumers for access to content and innovative online services not only in their home country but also when they are temporarily present in another member state of the union . ### the development of technology and innovative services leading to a proliferation of portable devices such as tablets and smartphones increasingly facilitates the use of online content services by providing access to them regardless of the consumers ' location . there is a rapidly growing demand on the part of consumers for access to content and innovative online services not only in their home country but also when they are temporarily present in another member state of the union .


### consumers increasingly enter into contractual arrangements with service providers for the provision of online content services . however , consumers that are temporarily present in another member state of the union often cannot access and use the online content services that they have acquired the right to use in their home country . ### consumers increasingly enter into both paid and non - paid contractual arrangements with service providers for the provision of online content services . however , consumers that are temporarily present in another member state of the union often cannot access and use the online content services that they have acquired the right to use in their home country .


### there are a number of barriers which hinder the provision of these services to consumers temporarily present in another member state . certain online services include content such as music , games or films which are protected by copyright and / or related rights under union law . in particular , the obstacles to cross - border portability of online content services stem from the fact that the rights for the transmission of content protected by copyright and / or related rights such as audiovisual works are often licensed on a territorial basis as well as from the fact that online service providers may choose to serve specific markets only . ### there are a number of reasons why these services are not accessible to consumers temporarily present in another member state . certain online services include content such as music , games or films , which are protected by copyright and / or related rights under union law , and the rights for the transmission of content protected by copyright and / or related rights such as audiovisual works are often licensed on a territorial basis . online service providers can also choose to serve specific markets only .


### therefore , the objective of this regulation is to adapt the legal framework in order to ensure that the licensing of rights no longer presents barriers to cross - border portability of online content services in the union and that the cross - border portability can be ensured . ### the objective of this regulation is to adapt the legal framework in order to establish a common approach enabling online content services to be provided to subscribers temporarily present in a member state other than their member state of residence .


### this regulation should , therefore , apply to online content services that a service provider , after having obtained the relevant rights from right holders in a given territory , provides to its subscribers on the basis of a contract , by any means including streaming , downloading or any other technique which allows use of that content . a registration to receive content alerts or a mere acceptance of html cookies should not be regarded as a contract for the provision of online content service for the purposes of this regulation . ### this regulation should , therefore , apply to online content services that a service provider , after having obtained the relevant rights from right holders in a given territory , provides to its subscribers on the basis of a contract , by any means including streaming , downloading or any other technique which allows use of that content online . a registration to receive content alerts or a mere acceptance of html cookies should not be regarded as a contract for the provision of online content service for the purposes of this regulation .


### in order to ensure that providers of online content services comply with the obligation to provide cross - border portability of their services without acquiring the relevant rights in another member state , it is necessary to stipulate that those service providers which lawfully provide portable online content services in the member state of residence of subscribers are always entitled to provide such services to those subscribers when they are temporarily present in another member state . this should be achieved by establishing that the provision , the access to and the use of such online content service should be deemed to occur in the member state of the subscriber ' s residence . ### in order to ensure that providers of online content services comply with the obligation to provide cross - border portability of their services without acquiring the relevant rights in another member state , it is necessary to stipulate that those service providers which lawfully provide portable online content services in the member state of residence of subscribers in return for payment are always entitled to provide such services to those subscribers when they are temporarily present in another member state . this should be achieved by establishing that the provision , the access to and the use of such online content service should be deemed to occur in the member state of the subscriber ' s residence . this regulation and in particular the legal mechanism localising the provision of , the access to , and the use of an online content service in the member state of the subscriber ' s residence should not prevent a provider from offering its subscriber who is temporarily present in another member state an online content service that the provider lawfully provides in that member state .


### this regulation introduces a common approach to ensuring that subscribers to online content services in the union , when temporarily present in a member state , can access and use these services . ### this regulation introduces within the union a common approach to ensuring that subscribers to online content services in their member state of residence can access and use those services when temporarily present in another member state .


### the directives which have been adopted in the area of copyright and related rights provide for a high level of protection for rightholders and create a framework wherein the exploitation of works and other protected subject - matter can take place . this harmonised legal framework contributes to the good functioning of the internal market ; it stimulates innovation , creativity , investment and production of new content , also in the digital environment . the protection provided by this legal framework also contributes to the union ' s objective of respecting and promoting cultural diversity while at the same time bringing the european common cultural heritage to the fore . article 167 of the treaty on the functioning of the european union requires the union to take cultural aspects into account in its action . ### the directives which have been adopted in the area of copyright and related rights provide for a high level of protection for rightholders and create a framework wherein the exploitation of works and other protected subject - matter can take place . this harmonised legal framework contributes to the good functioning of the truly integrated internal market ; it stimulates innovation , creativity , investment and production of new content , also in the digital environment . the protection provided by this legal framework also contributes to the union ' s objective of respecting and promoting cultural diversity while at the same time bringing the european common cultural heritage to the fore . article 167 of the treaty on the functioning of the european union requires the union to take cultural aspects into account in its action .


### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or data , generally known as text and data mining . those technologies allow researchers to process large amounts of information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , research organisations such as universities and research institutes are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . text and data mining may also be carried out in relation to mere facts or data which are not protected by copyright and in such instances no authorisation would be required . ### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or data , generally known as text and data mining . those technologies allow researchers to process large amounts of digitally stored information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , research organisations such as universities and research institutes are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . text and data mining may also be carried out in relation to mere facts or data which are not protected by copyright and in such instances no authorisation would be required .


### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or data , generally known as text and data mining . those technologies allow researchers to process large amounts of information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , research organisations such as universities and research institutes are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . text and data mining may also be carried out in relation to mere facts or data which are not protected by copyright and in such instances no authorisation would be required . ### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or data , generally known as text and data mining . those technologies allow researchers to process large amounts of information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , research organisations such as universities and research institutes are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . no authorisation would be required in cases where text or data mining is carried out in relation to mere facts or data which are not protected by copyright .


### article 5 of directive 2001 / 29 / ec allows member states to introduce an exception or limitation to the rights of reproduction , communication to the public and making available to the public for the sole purpose of , among others , illustration for teaching . in addition , articles 6 and 9 of directive 96 / 9 / ec permit the use of a database and the extraction or re - utilization of a substantial part of its contents for the purpose of illustration for teaching . the scope of those exceptions or limitations as they apply to digital uses is unclear . in addition , there is a lack of clarity as to whether those exceptions or limitations would apply where teaching is provided online and thereby at a distance . moreover , the existing framework does not provide for a cross - border effect . this situation may hamper the development of digitally - supported teaching activities and distance learning . therefore , the introduction of a new mandatory exception or limitation is necessary to ensure that educational establishments benefit from full legal certainty when using works or other subject - matter in digital teaching activities , including online and across borders . ### article 5 of directive 2001 / 29 / ec allows member states to introduce an exception or limitation to the rights of reproduction , communication to the public and making available to the public for the sole purpose of , among others , illustration for teaching . in addition , articles 6 and 9 of directive 96 / 9 / ec permit the use of a database and the extraction or re - utilization of a substantial part of its contents for the purpose of illustration for teaching . the scope of those exceptions or limitations as they apply to digital uses is unclear . in addition , there is a lack of clarity as to whether those exceptions or limitations would apply where teaching is provided online and thereby at a distance . moreover , the existing framework does not provide for a cross - border effect . having regard to the possible negative impact on the development of digital activities and distance learning , clear limits for the application of the mandatory exception or limitation must be set out in order to guarantee educational establishments greater legal certainty .


### the exception or limitation should cover digital uses of works and other subject - matter such as the use of parts or extracts of works to support , enrich or complement the teaching , including the related learning activities . the use of the works or other subject - matter under the exception or limitation should be only in the context of teaching and learning activities carried out under the responsibility of educational establishments , including during examinations , and be limited to what is necessary for the purpose of such activities . the exception or limitation should cover both uses through digital means in the classroom and online uses through the educational establishment ' s secure electronic network , the access to which should be protected , notably by authentication procedures . the exception or limitation should be understood as covering the specific accessibility needs of persons with a disability in the context of illustration for teaching . ### the exception or limitation should cover all uses of works and other subject - matter , digital or otherwise , such as the use of parts or extracts of works to support , enrich or complement the teaching , including the related learning activities . the use of the works or other subject - matter under the exception or limitation should be only in the context of teaching and learning activities carried out under the responsibility of educational establishments , libraries that provide non - formal learning activities , including during examinations , and be limited to what is necessary for the purpose of such activities . the exception or limitation should cover both uses through digital means in the classroom or learning area and online uses through the educational establishment ' s secure electronic network , the access to which should be protected , notably by authentication procedures . the exception or limitation should be understood as covering the specific accessibility needs of persons with a disability in the context of illustration for teaching .


### an act of preservation may require a reproduction of a work or other subject - matter in the collection of a cultural heritage institution and consequently the authorisation of the relevant rightholders . cultural heritage institutions are engaged in the preservation of their collections for future generations . digital technologies offer new ways to preserve the heritage contained in those collections but they also create new challenges . in view of these new challenges , it is necessary to adapt the current legal framework by providing a mandatory exception to the right of reproduction in order to allow those acts of preservation . ### an act of preservation may require a reproduction of a work or other subject - matter in the collection of a cultural heritage institution and consequently the authorisation of the relevant rightholders . cultural heritage institutions are engaged in the preservation of their collections for future generations . digital technologies offer new ways to preserve the heritage contained in those collections but they also may create new challenges . in view of possible new challenges , it is necessary to adapt the current legal framework by providing a mandatory exception to the right of reproduction in order to allow those acts of preservation .


### for the purposes of this directive , works and other subject - matter should be considered to be permanently in the collection of a cultural heritage institution when copies are owned or permanently held by the cultural heritage institution , for example as a result of a transfer of ownership or licence agreements . ### for the purposes of this directive , works and other subject - matter should be considered to be permanently in the collection of a cultural heritage institution or educational establishment when copies are owned or permanently held by the cultural heritage institution , for example as a result of a transfer of ownership or licence agreements .


### over the last years , the functioning of the online content marketplace has gained in complexity . online services providing access to copyright protected content uploaded by their users without the involvement of right holders have flourished and have become main sources of access to content online . this affects rightholders ' possibilities to determine whether , and under which conditions , their work and other subject - matter are used as well as their possibilities to get an appropriate remuneration for it . ### especially over the last years , online services providing access to copyright protected content uploaded by their users without the involvement of right holders have flourished and have become important sources of easy access to content online , but also causing challenges when copyright protected content is uploaded without prior authorization from right holders .


### certain contracts for the exploitation of rights harmonised at union level are of long duration , offering few possibilities for authors and performers to renegotiate them with their contractual counterparts or their successors in title . therefore , without prejudice to the law applicable to contracts in member states , there should be a remuneration adjustment mechanism for cases where the remuneration originally agreed under a licence or a transfer of rights is disproportionately low compared to the relevant revenues and the benefits derived from the exploitation of the work or the fixation of the performance , including in light of the transparency ensured by this directive . the assessment of the situation should take account of the specific circumstances of each case as well as of the specificities and practices of the different content sectors . where the parties do not agree on the adjustment of the remuneration , the author or performer should be entitled to bring a claim before a court or other competent authority . ### most contracts for the exploitation of rights harmonised at union level are for the entire duration of copyright , offering no possibilities for authors and performers to renegotiate them with their contractual counterparts or their successors in title . therefore , without prejudice to the law applicable to contracts in member states , there should be a remuneration adjustment mechanism for cases where the remuneration originally agreed under a licence or a transfer of rights is disproportionately low compared to the relevant revenues and the benefits derived from the exploitation of the work or the fixation of the performance , including in light of the transparency ensured by this directive . collective bargaining should be considered as an option to reach an agreement . where the parties do not agree on the adjustment of the remuneration , the author or performer should be entitled to bring a claim before a court or other competent authority .


### authors and performers are often reluctant to enforce their rights against their contractual partners before a court or tribunal . member states should therefore provide for an alternative dispute resolution procedure that addresses claims related to obligations of transparency and the contract adjustment mechanism . ### authors and performers are often unable to enforce their rights against their contractual partners before a court or tribunal . member states should therefore provide for an alternative dispute resolution procedure that addresses claims related to obligations of transparency and the contract adjustment mechanism . the dispute settlement resolution can also be agreed upon in collective agreements .


### ‘ text and data mining’ means any automated analytical technique aiming to analyse text and data in digital form in order to generate information such as patterns , trends and correlations ; ### ‘ text and data mining’ means any computational analytical technique which analyses works and other subject matter in digital form in order to generate information including , but not limited to , patterns , trends and correlations ;


### member states shall provide for an exception to the rights provided for in article 2 of directive 2001 / 29 / ec , articles 5 and 7 of directive 96 / 9 / ec and article 11 of this directive for reproductions and extractions made by research organisations in order to carry out text and data mining of works or other subject - matter to which they have lawful access for the purposes of scientific research . ### member states shall provide for an exception to the rights provided for in article 2 of directive 2001 / 29 / ec , articles 5 and 7 of directive 96 / 9 / ec and article 11 of this directive for reproductions and extractions made by research organisations in order to carry out text and data mining of works or other subject matter to which they have acquired lawful access for the purposes of scientific research .


### member states shall provide that when a collective management organisation , on behalf of its members , concludes a non - exclusive licence for non - commercial purposes with a cultural heritage institution for the digitisation , distribution , communication to the public or making available of out - of - commerce works or other subject - matter permanently in the collection of the institution , such a non - exclusive licence may be extended or presumed to apply to rightholders of the same category as those covered by the licence who are not represented by the collective management organisation , provided that : ### member states shall provide , following consultations with representatives of rightholders , cultural heritage institutions and other users , a legal mechanism whereby exclusive or non - exclusive licences may be granted for the digitisation , distribution , communication to the public or making available of out - of - commerce works or other subject - matter permanently in the collections of the institutions , provided that :


### the union shall make macro - financial assistance of a maximum amount of eur 200 million available to jordan , with a view to supporting jordan ' s economic stabilisation and a substantive reform agenda . the assistance shall contribute to covering jordan ' s balance of payments needs as identified in the imf programme . ### the union shall make macro - financial assistance of a maximum amount of eur 350 million available to jordan , with a view to supporting jordan ' s economic stabilisation and a substantive reform agenda . the assistance shall contribute to covering jordan ' s balance of payments needs as identified in the imf programme .


### it is appropriate to replace directive 2010 / 30 / eu by a regulation which maintains the same scope , but modifies and enhances some of its provisions in order to clarify and update their content . a regulation is the appropriate legal instrument as it imposes clear and detailed rules which do not give room for divergent transposition by member states and ensures thus a higher degree of harmonisation across the union . a harmonised regulatory framework at union rather than at member state level brings down costs for manufacturers and ensures a level playing field . harmonisation across the union ensures the free movement of goods across the single market . ### it is appropriate to replace directive 2010 / 30 / eu by a regulation which maintains the same scope , but modifies and enhances some of its provisions in order to clarify and update their content . a harmonised regulatory framework at union rather than at member state level brings down costs for manufacturers and ensures a level playing field . harmonisation across the union ensures the free movement of goods across the single market . as the energy consumption of means of transport for persons or goods is directly or indirectly regulated by other union legislation and policies , it is appropriate to continue to exempt them from the scope of this regulation . this exemption includes means of transport whose motor stays in the same location during operation , such as elevators , escalators and conveyor belts .


### manufacturers respond to the energy label by creating ever more efficient products . this technological development leads to products populating mainly the highest classes of the energy label . further product differentiation may be necessary to allow customers a proper comparison , leading to the need to rescale labels . for the frequency of such rescaling a timescale of approximately ten years would be appropriate , taking into account the need to avoid over burdening manufacturers . this regulation should therefore lay down detailed arrangements for rescaling in order to maximise legal certainty for suppliers and dealers . a newly rescaled label should have empty top classes to encourage technological progress and enable ever more efficient products to be developed and recognised . when a label is rescaled , confusion to customers should be avoided by replacing all energy labels within a short timeframe . ### manufacturers respond to the energy label by creating ever more efficient products . this technological development leads to products populating mainly the highest classes of the energy label . further product differentiation may be necessary to allow customers a proper comparison , leading to the need to rescale labels . because of the requirements arising from the constantly changing market and state of technology , it is undesirable to carry out rescaling according to a fixed timetable . taking into account the need to avoid over burdening manufacturers , any rescaling should only be triggered by an officially documented overpopulation of the two highest classes . this regulation should therefore lay down detailed arrangements for rescaling in order to maximise legal certainty for suppliers and dealers . before any rescaling , the commission should carry out a thorough preparatory study and impact assessment . the top two classes of a new label should not be empty and should initially cover a sufficiently low proportion of products firstly to encourage technological progress and enable ever more efficient products to be developed and recognised and secondly to prevent changes in consumer behaviour which are undesirable from the point of view of the environment and the market . when a label is rescaled , confusion to customers should be avoided by replacing all energy labels within a short timeframe .


### in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide their product compliance information electronically in a database established by the commission . the information should be made publicly available to provide information for customers and to allow for alternative ways for dealers to receive labels . market surveillance authorities should have access to the information in the database . ### in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide their product compliance information electronically in a database established by the commission . the information should be made publicly available to provide information for customers , including the use of apps and other information technology , and to allow for alternative ways for dealers to receive labels . market surveillance authorities should have access to the information in the database .


### in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide their product compliance information electronically in a database established by the commission . the information should be made publicly available to provide information for customers and to allow for alternative ways for dealers to receive labels . market surveillance authorities should have access to the information in the database . ### without prejudice to the member states ' market surveillance obligations , in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide the required product compliance information electronically or in paper form to be incorporated in a database established and maintained by the commission . the information should be made publicly available in order to provide information to customers and to allow dealers to receive labels in alternative ways . market surveillance authorities should have access to the information in the database .


### the commission should provide a working plan for the revision of labels of particular products including an indicative list of further energy - related products for which an energy label could be established . the working plan should be implemented starting with a technical , environmental and economic analysis of the product groups concerned . this analysis should also look at supplementary information including the possibility and cost to provide consumers with information on the performance of an energy - related product , such as its absolute energy consumption , durability or environmental performance , in coherence with the objective to promote a circular economy . such supplementary information should improve the intelligibility and effectiveness of the label towards consumers and should not lead to any negative impact on consumers . ### the commission should provide a working plan for the revision of labels of particular products including an indicative list of further energy - related products for which an energy label could be established . the working plan should be implemented starting with a technical , environmental and economic analysis of the product groups concerned . this analysis should also look at supplementary information including the possibility and cost to provide consumers with information on the performance of an energy - related product , such as its energy consumption , durability or environmental performance , in coherence with the objective to promote a circular economy . such supplementary information should improve the intelligibility and effectiveness of the label for consumers and should not lead to any negative impact to consumers .


### this regulation shall not apply to : ### this regulation shall apply to energy related products to be placed or put into service on the union market . it shall not apply to :


### ‘ energy - related product’ means any good or system or service with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ; ### ‘ energy - related product’ means any good having an impact on energy consumption during use , which is placed on the market and / or put into service in the union , including parts intended to be incorporated into energy - related products covered by this directive which are placed on the market and / or put into service as individual parts for customers and of which the environmental performance can be assessed independently ;


### ‘ label’ means a graphic diagram including a classification using letters from a to g in seven different colours from dark green to red in order to show consumption of energy ; ### ‘ label’ means a graphic diagram , in printed or electronic form , including a classification to show products’ consumption of energy efficiency , in order to allow products comparison ;


### ‘ product information sheet’ means a standard table of information relating to a product ; ### ‘ product information sheet’ means a standard table , in printed or electronic form , of information relating to a product ;


### ‘ rescale’ means a periodic exercise to make more stringent the requirements for achieving the energy class on a label for a particular product , which , for existing labels may imply the deletion of certain energy classes ; ### ‘ rescale’ means an exercise that changes the correlation between energy efficiency and the class on of a label scheme in order to make more stringent the requirements for achieving the energy class on a label for a particular product ;


### they shall ensure that products placed on the market are provided , free of charge , with accurate labels and product information sheets in accordance with this regulation and the relevant delegated acts ; ### they shall ensure that products placed on the market are provided , free of charge , with accurate labels and product information sheets for each unit in accordance with this regulation and the relevant delegated acts . for the product groups where the product consists of several parts / components , and the energy efficiency class of the product is function of such combination , suppliers shall make the accurate labels available , free of charge , to dealers at the moment of display ;


### they shall ensure that products placed on the market are provided , free of charge , with accurate labels and product information sheets in accordance with this regulation and the relevant delegated acts ; ### they shall ensure that products placed on the market are provided , free of charge , with accurate labels , made available in printed or electronic form , and with product information sheets in accordance with this regulation and the relevant delegated acts ; for the product groups where the product consists of several parts / components , and the energy efficiency class of the product is a function of such combination , suppliers shall make accurate labels available , free of charge , to dealers at the point of display without prejudice to the supplier’s choice of delivery of labels .


### they shall deliver labels promptly and free of charge on request from dealers ; ### they shall deliver labels promptly and free of charge on request from dealers in accordance with the relevant delegated acts which may specify the form of the label considering dealers’ needs ;


### they shall , prior to placing a product model on the market , enter into the product database established in accordance with article 8 the information detailed in annex i . ### they shall , prior to placing a product model on the market , enter into the product database established in accordance with article 8 the information detailed in annex i . products already placed on the market and integrated products should not be entered into the product database .


### they shall display in a visible manner the label provided by the supplier or otherwise made available for a product covered by a delegated act ; ### they shall display in a visible manner , on the appliance or in its immediate proximity , the label provided by the supplier for a product covered by a delegated act ;


### member states shall take all appropriate measures to ensure that suppliers and dealers comply with the obligations and requirements of this regulation and of the relevant delegated acts . ### member states shall take all appropriate measures to ensure that suppliers and dealers comply with the obligations and requirements of this regulation and of the relevant delegated acts . the market surveillance authorities of each member state shall ensure , by means of random sampling , that products sold on the market meet the requirements for the energy class indicated .


### where member states provide any incentives for an energy - related product covered by this regulation and specified in a delegated act , these shall aim at the highest class of energy efficiency laid down in the applicable delegated act . ### where member states provide any incentives for an energy - related product covered by this regulation and specified in a delegated act , these shall aim at least at the highest occupied classes of energy efficiency laid down in the applicable delegated act .


### where member states provide any incentives for an energy - related product covered by this regulation and specified in a delegated act , these shall aim at the highest class of energy efficiency laid down in the applicable delegated act . ### where member states provide any incentives for an energy - related product covered by this regulation and specified in a delegated act , these shall aim at the highest classes of energy efficiency , where products are available , laid down in the applicable delegated act .


### the commission shall ensure that , when a label is introduced or rescaled , the requirements are laid down so that no products are expected to fall in energy classes a or b at the moment of the introduction of the label and so that the estimated time within which a majority of models falls into those classes shall be at least ten years later . ### the commission shall ensure , in the light of technological development studies , that , when a label is introduced or rescaled , the requirements are laid down so that the majority of products are not expected to fall in energy class a within ten years of the introduction of the label .


### labels shall be re - scaled periodically . ### labels , for a specific product group with an a - g scale , shall be re - scaled when the majority of products fall in the top energy efficiency class and when additional savings may be achieved by further differentiating products .


### dealers shall replace the existing labels on products on display including on the internet with the rescaled labels within one week following the date specified for that purpose in the relevant delegated act . dealers shall not display the rescaled labels before that date . ### dealers may continue to sell products already placed on the market with the existing label .


### no later than eight years after the entry into force , the commission shall assess the application of this regulation and transmit a report to the european parliament and the council . that report shall assess how effectively this regulation has allowed customers to choose more efficient products , taking into account its impacts on business . ### no later than six years after the entry into force , the commission shall assess the application of this regulation and transmit a report to the european parliament and the council . that report shall assess how effectively this regulation has allowed customers to choose more efficient and sustainable products , save on energy consumption and other environmental impacts , taking into account its impacts on business .


### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law . ### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules , especially with a view to ensuring adequate protection for workers , creditors and minority shareholders . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions with a view to fostering cross - border company mobility , so as to provide a clear , predictable , adequate up - to - date , inclusive and equitable eu legal framework regarding companies . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law .


### these developments in the case - law have opened up new opportunities for companies and firms in the single market in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders . such objectives , in the absence of harmonised rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border . ### these developments in the case - law have opened up new opportunities for companies and firms in the single market to step up their business activities in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders . such objectives , in the absence of harmonised eu rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices , creating an unsatisfactory climate in terms of legal certainty , adversely affecting both companies and stakeholders and member states . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border .


### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders . ### it is appropriate therefore to provide harmonised eu procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and guarantee at the same time the right to adequate , uniform and proportionate protection for stakeholders such as employees , creditors and minority shareholders .


### the carrying out of a cross - border conversion entails a change of legal form for a company without losing its legal personality . however , it should not lead to the circumvention of the requirements for incorporation in the destination member state . such conditions , including the requirements to have a head office in the destination member state and those relating to the disqualification of directors , should be fully respected by the company . however , the application of such conditions by the destination member state may not affect the continuity of the converted company ' s legal personality . a company may convert into any legal form which exists in the destination member state , in accordance with article 49 of the tfeu . ### the carrying out of a cross - border conversion entails a change of legal form for a company without losing its legal personality and without the need for renegotiation of business contracts . however , it should not lead to the circumvention of the requirements for incorporation in the destination member state . such conditions , including the requirements to have a head office in the destination member state and those relating to the disqualification of directors , should be fully respected by the company . however , the application of such conditions by the destination member state may not affect the continuity of the converted company ' s legal personality . a company may convert into any regulated legal form which exists in the destination member state , in accordance with article 49 of the tfeu .


### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified in order that they can submit comments with regard to the proposed conversion . ### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose at the proper time the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified , without unjustified delay in order that they can have sufficient time to submit comments with regard to the proposed conversion .


### it is appropriate that those members who held voting rights and who did not vote to approve the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court . ### it is appropriate that members who held voting rights and who have explicitly objected to the draft terms of conversion should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , members who have refused the offer of cash compensation because they do not consider the compensation to be adequate should have a right to challenge the calculation and adequacy of that cash compensation offered before a court .


### it is appropriate that those members who held voting rights and who did not vote to approve the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court . ### it is necessary that those members who held voting rights and who did not vote to approve the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive adequate cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court .


### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased . however , this evaluation has also revealed certain shortcomings in relation specifically to creditor protection and shareholder protection as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross - border merger rules . ### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased , accompanied by reduced costs and less cumbersome administrative proceedings . however , this evaluation has also revealed certain shortcomings in relation specifically to creditor protection and minority shareholder and employee protection , especially when it comes to the disclosure of details regarding mergers and the implications thereof , as well as to the lack of simplified or streamlined procedures and the insufficient assimilation of digital tools and procedures , which impede the full effectiveness and efficiency of those cross - border merger rules .


### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased . however , this evaluation has also revealed certain shortcomings in relation specifically to creditor protection and shareholder protection as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross - border merger rules . ### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased . however , this evaluation has also revealed certain shortcomings in relation specifically to employee , creditor and shareholder protection as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross - border merger rules . while no available data could conclusively establish that the employee participation procedure was inefficient , the evaluation revealed that companies considered it too complex and leading to unnecessary costs and delays within the merger .


### companies involved in a cross - border merger should propose adequate measures to protect their creditors in the common draft terms of merger . in addition , in order to strengthen the protection of those creditors in case of insolvency following the cross - border merger , member states should be allowed to require the merging companies to make a declaration of solvency stating that they are not aware of any reason why the company resulting from the merger should not be able to meet its liabilities . in those circumstances , member states should be able to make the members of the management organ personally liable for the accuracy of that declaration statement . as legal traditions vary amongst member states with regard to the use of solvency declarations and their possible consequences , it should be up to member states to draw appropriate consequences for inaccurate or misleading declarations , including effective and proportionate sanctions and liabilities in compliance with union law . ### companies involved in a cross - border merger should propose adequate measures to protect their creditors in the common draft terms of merger . in addition , in order to strengthen the protection of those creditors in case of insolvency following the cross - border merger , member states should be allowed to require the merging companies to make a declaration of solvency stating that they are not aware of any reason why the company resulting from the merger should not be able to meet its liabilities following the cross - border merger . in those circumstances , member states should be able to make the members of the management organ personally liable for the accuracy of that declaration statement . as legal traditions vary amongst member states with regard to the use of solvency declarations and their possible consequences , it should be up to member states to draw appropriate consequences for inaccurate or misleading declarations , including effective and proportionate sanctions and liabilities in compliance with union law .


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . ### this directive ensures full respect for the fundamental rights and the principles recognised in the charter of fundamental rights of the european union , including the right to establishment in any member state , freedom to conduct a business , workers’ right to information and consultation within the undertaking , the right of collective bargaining and action , protection in the event of unjustified dismissal , fair and just working conditions , the right to an effective remedy and to a fair trial and the right to protection of personal data .


### preventive measures have been taken by the national authorities to avoid the initiation of proceedings referred to in points , or . ### preventive measures have been taken by the national authorities to avoid the initiation of proceedings referred to in points or .


### where appropriate , information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the converted company are determined pursuant to article 86l and on the possible options for such arrangements . ### information on the procedures by which arrangements for the involvement of employees in the definition of their rights to be informed and consulted and , where appropriate , to participation in the converted company are determined pursuant to article 86l and on the possible options for such arrangements .


### in addition to the official languages of the departure and destination member states , member states shall allow the company carrying out the cross - border conversion to use a language customary in the sphere of international business and finance in order to draw up the draft terms of a cross - border conversion and all other related documents . member states shall specify which language will prevail in the case of discrepancies identified between the different linguistic versions of those documents . ### in addition to the official languages of the departure and destination member states , member states may indicate that the company shall allow the company carrying out the cross - border conversion to use a language customary in the sphere of international business and finance in order to draw up the draft terms of a cross - border conversion and all other related documents . member states shall specify which language will prevail in the case of discrepancies identified between the different linguistic versions of those documents .


### in addition to the official languages of the departure and destination member states , member states shall allow the company carrying out the cross - border conversion to use a language customary in the sphere of international business and finance in order to draw up the draft terms of a cross - border conversion and all other related documents . member states shall specify which language will prevail in case of discrepancies among different linguistic versions of those documents . ### in addition to the official languages of the departure and destination member states , member states shall allow the company carrying out the cross - border conversion to use a language customary in the sphere of international business and finance in order to draw up the draft terms of a cross - border conversion and all other related documents . the company shall specify which language will prevail in case of discrepancies among different linguistic versions of those documents .


### the management or administrative organ of the company carrying out the cross - border conversion shall draw up a report explaining and justifying the legal and economic aspects of the cross - border conversion . ### the management or administrative organ of the company carrying out the cross - border conversion shall draw up a report for the members and employees explaining and justifying the legal and economic aspects of the cross - border conversion .


### the report referred to in paragraph 1 of this article shall be made available , at least electronically , to the members of the company being divided not less than two months before the date of the general meeting referred to in article 160k . that report shall also be made similarly available to the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members , trade unions and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves , of the company being divided not less than two months before the date of the general meeting referred to in article 160k .


### the reports referred to in articles 86e and 86f . ### the report referred to in article 86e .


### the expert shall draw up a written report providing at least : ### the expert shall draw up a written report providing at least a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion


### member states shall ensure that the independent expert shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the independent expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority obtains from the company being divided all relevant information and documents and carries out all necessary investigations to verify all elements of the draft terms or management report . the competent authority shall furthermore be able to , where necessary , ask questions to the competent authority of the destination members states , and be entitled to receive comments and opinions from trade unions , the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company . these shall be attached to the report as appendices .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### member states shall lay down detailed rules for the on - line disclosure of documents and information referred to in paragraphs 1 and 3 . articles 13b and 13f and shall apply accordingly .


### member states may require , in addition to the disclosure referred to in paragraphs 1 , 2 and 3 , that the draft terms of the cross - border conversion , or the information referred to in paragraph 3 is published in their national gazette . in that instance , member states shall ensure that the register transmits the relevant information to the national gazette . ### member states may require , in addition to the disclosure referred to in paragraphs 1 , 2 and 3 , that the draft terms of the cross - border conversion , or the information referred to in paragraph 3 is published in their national gazette . in that instance , in accordance with the principle of the once - only transmission of information in the eu , member states shall ensure that the register transmits the relevant information to the national gazette .