### this directive should apply only to criminal proceedings . administrative proceedings leading to sanctions such as competition , trade , tax , financial services proceedings and other investigations by administrative authorities in relation to these proceedings , and also civil proceedings are not covered by this directive . ### this directive should apply to criminal proceedings .


### this directive should apply only to criminal proceedings . administrative proceedings leading to sanctions such as competition , trade , tax , financial services proceedings and other investigations by administrative authorities in relation to these proceedings , and also civil proceedings are not covered by this directive . ### this directive should apply to criminal proceedings , as well as administrative proceedings insofar as the sanctions are punitive in nature .


### this regulation should apply to online content services which are provided against payment of money . providers of such services are in a position to verify the member state of residence of their subscribers . the right to use an online content service should be regarded as acquired against payment of money whether such payment is made directly to the provider of the online content service , or to another party such as a provider offering a package combining a telecommunications service and an online content service operated by another provider . ### this regulation should apply to online content services which are provided against payment of money . providers of such services are in a position to verify the member state of residence of their subscribers and their temporary presence in another member state . the right to use an online content service should be regarded as acquired against payment of money whether such payment is made directly to the provider of the online content service , or to another party such as a provider offering a package combining a telecommunications service and an online content service operated by another provider . the payment of a mandatory fee such as a broadcasting license fee should not be regarded as a payment of money to receive an online content service .


### ' member state of residence ' means the member state where the subscriber is habitually residing ; ### ' member state of residence ' means the country where the subscriber has his or her centre of interest and to which he or she regularly returns ;


### 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 citizens , start - ups , researchers and journalists 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 also benefit citizen science , the research community and journalism and in so doing encourage innovation . however , in the union , individuals and legal entities with lawful access to content are confronted with legal uncertainty as to the extent to which they can perform text and data mining of that 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 .


### member states shall ensure that authors and performers receive on a regular basis and taking into account the specificities of each sector , timely , adequate and sufficient information on the exploitation of their works and performances from those to whom they have licensed or transferred their rights , notably as regards modes of exploitation , revenues generated and remuneration due . ### member states shall ensure that authors and performers receive on a regular basis and taking into account the specificities of each sector , timely , adequate and sufficient information on the exploitation of their works and performances , notably as regards modes of exploitation , revenues generated and remuneration due .


### while distance learning and cross - border education programmes are mostly developed at higher education level , digital tools and resources are increasingly used at all education levels , in particular to improve and enrich the learning experience . the exception or limitation provided for in this directive should therefore benefit all educational establishments in primary , secondary , vocational and higher education to the extent they pursue their educational activity for a non - commercial purpose . the organisational structure and the means of funding of an educational establishment are not the decisive factors to determine the non - commercial nature of the activity . ### while distance learning and cross - border education programmes are mostly developed at higher education level , digital tools and resources are increasingly used at all education levels , in particular to improve and enrich the learning experience . the exception or limitation provided for in this directive should therefore benefit all educational establishments recognized by the member state in which they are established in primary , secondary , vocational and higher education as well as libraries or other public and non - profit institutions providing non - formal or informal cultural and other education , to the extent they pursue their educational activity for a non - commercial purpose . the organisational structure and the means of funding of an educational establishment are not the decisive factors to determine the non - commercial nature of the activity .


### 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 in order to carry out text and data mining of works or other subject - matter lawfully accessed .


### use of works and other subject - matter in digital and cross - border teaching activities ### use of works and other subject - matter in teaching activities


### rightholders shall be allowed to apply measures to ensure the security and integrity of the networks and databases where the works or other subject - matter are hosted . such measures shall not go beyond what is necessary to achieve that objective . ### rightholders shall not be allowed to apply measures to prevent or hinder beneficiaries from benefiting from the exception provided for in paragraph 1 , unless such measures are to ensure the security and integrity of the networks and databases where the works or other subject - matter are hosted may be applied . such measures shall not exceed what is necessary to pursue the objective of ensuring the security of the system and should not undermine the effective application of the exception . these measures shall not prevent or unreasonably restrict the ability to text and data mine or the ability to develop text and data mining tools different from those offered by the rightholders as long as the security of the networks and databases are protected .


### member states may provide that the exception adopted pursuant to paragraph 1 does not apply generally or as regards specific types of works or other subject - matter , to the extent that adequate licences authorising the acts described in paragraph 1 are easily available in the market . ### any contractual provision contrary to the exception provided for in paragraph 1 shall be unenforceable .


### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security and integrity of the system or databases where the works or other subject - matter are hosted would be jeopardised . those measures should not exceed what is necessary to pursue the objective of ensuring the security and integrity of the system and should not undermine the effective application of the exception . ### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security of the system or databases where the works or other subject - matter are hosted would be jeopardised .


### 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 is necessary to allow customers a proper comparison , leading to the need to rescale labels . the frequency of such rescaling shall be determined by technological development of the products and shall be consulted with the consultation forum in accordance of the article 10 of this regulation . 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 top classes of only the best products available according to the latest information with the amount not exceeding a threshold of the available products determined by the consultation forum 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 and with information of the rescaling available for the customers .


### print out the label or a rescaled label from the supplier ' s website if that function is available for that product . ### print out this label , or download it for electronic display in a format allowing reuse of the electronic label , from the supplier ' s website if that function is available for that product .


### 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 units of a product model on the market , enter directly into the product database established in accordance with article 8 the information detailed in annex i , or submit this information in a standardised electronic or paper format to the commission .


### labels introduced by delegated acts adopted in accordance with article 10 of directive 2010 / 30 / eu before the date of application of this regulation shall be considered as labels for the purposes of this regulation . the commission shall review those labels within five years of the entry into force of this regulation with a view to rescaling them . ### labels introduced by delegated acts adopted in accordance with article 10 of directive 2010 / 30 / eu before the date of application of this regulation shall be considered as labels for the purposes of this regulation . the commission shall review those labels within five years of the entry into force of this regulation . if the conditions in paragraph 4 are unlikely to be fulfilled within the following five years , the commission shall review these labels .


### ‘ 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 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 ;


### point of part 3 of the annex . ### point of part 3 of the annex . in the interest of the enterprise an agreement must be sought with the workforce as represented by recognised trade unions on the establishment of a european works council and workers board level representation . these negotiations must lead to an agreement before the merger , transfer of seat , conversion or division or other company law instrument will take effect . in the case that the negotiations do not reach an agreement , the subsidiary requirements apply . subsidiary requirements for the establishment of an ewc the council directive 2001 / 86 / ec of 8 october 2001 supplementing the statute for a european company with regard to the involvement of employees applies . for the establishment of workers representation in the company boardrooms the following proportion of workers representatives in company boardrooms or supervisory boards applies related to the number of workers : 2 representatives in companies up from 50 workers , one third up from 250 workers and half up from 1000 workers .


### the first subparagraph of article 7 ; ### article 7 ;


### in the cases referred to in paragraph 2 of this article , the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the member states , mutatis mutandis and subject to paragraphs 4 to 7 of this article , in accordance with the principles and procedures laid down in article 12 , and of regulation no 2157 / 2001 and the following provisions of directive 2001 / 86 / ec : ### the information , consultation and participation of employees in the converted company and their involvement in the definition of such rights and in the cases referred to in paragraph 2 of this article , the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the member states , mutatis mutandis and subject to paragraphs 4 to 7 of this article , in accordance with the principles and procedures laid down in article 12 , and of regulation no 2157 / 2001 and the following provisions of directive 2001 / 86 / ec :


### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members not less than two months before the date of the general meeting referred to in article 86i . that report shall also be made similarly available to the representatives of the employees of the company carrying out the cross - border conversion 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 not less than two months before the date of the general meeting referred to in article 86i . that report shall also be made similarly available to the representatives of the employees of the company carrying out the cross - border conversion or , where there are no such representatives , to the employees themselves and the trade unions in the company .


### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion ; ### a detailed assessment of the accuracy of both the draft terms and the reports as well as the information submitted by the company carrying out the cross - border conversion


### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months of informing the company that the in - depth assessment will be carried out . ### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within two months of the application by the company , unless it has concerns as to the existence of an artificial arrangement . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should only be conducted on a case - by - case basis , where there are concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within three months of informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### a notice informing the members , creditors and employees of the company carrying out the cross - border conversion that they may submit , before the date of the general meeting , comments concerning the documents referred to in points and of the first subparagraph to the company and to the competent authority designated in accordance with article 86m . ### a notice informing the members , creditors and employees of the company or trade unions which have members in the company carrying out the cross - border conversion that they may submit , before the date of the general meeting , comments concerning the documents referred to in points and of the first subparagraph to the company and to the competent authority designated in accordance with article 86m .


### after taking note of the reports referred to in articles 124 , 124a and 125 , as appropriate , the general meeting of each of the merging companies shall decide , by means of a resolution , on the approval of the common draft terms of the cross - border merger . ; ### after taking note of the reports referred to in articles 124 , 124a and 125 , as appropriate , the general meeting of each of the merging companies shall decide , by means of a resolution , on the approval of the common draft terms of the cross - border merger . before a decision is taken , any preceding applicable to information and consultation rights have to be met in such a way and such a time that an opinion by the employee representatives can be taken into consideration


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to submit questions to the competent authority n the member state of departure as to the accuracy of the information provided by the pre - conversion certificate , in particular to avoid an artificial arrangement . the competent authority of the member state of departure shall reply to such questions without undue delay . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within three years . ### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such equivalent participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place in a timely manner ahead of the conversion , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within ten years .


### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one . in addition , members should also have the right to vote on any arrangements concerning employee participation , if they have reserved that right during the general meeting . ### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one .


### member states shall ensure that where a company intends to carry out a cross - border conversion , the departure and destination member states verify that the cross - border conversion complies with the conditions laid down in paragraph 2 . ### member states shall ensure that where a company intends to carry out a cross - border conversion , the court , notary or other authority competent of the departure and destination member states verify that the cross - border conversion complies with the conditions laid down in paragraph 2 .


### member states shall ensure that the independent expert shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the 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 , from the employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority obtains from the company carrying out the cross - border conversion , 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 member state , 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 , from the employees themselves and also from the creditors and members of the company . these shall be attached to the report as appendices .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within three years . ### it is a fundamental principle and stated aim of this directive to secure employees ' participation rights . therefore , in the company resulting from the cross border conversion , at least the same level of all elements of employee participation rights should continue to apply . in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to fundamental principle to secure employees ' participation rights . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within ten years .


### after taking note of the reports referred to in articles 86e , 86f and 86g , where applicable , the general meeting of the company carrying out the conversion shall decide , by means of a resolution , whether to approve the draft terms of the cross - border conversion . the company shall inform the competent authority designated in accordance with article 86m of the decision of the general meeting . ### after taking note of the reports referred to in articles 86f and 86g , where applicable , the general meeting of the company carrying out the conversion shall decide , by means of a resolution , whether to approve the draft terms of the cross - border conversion . before a decision is taken , any preceding applicable information and consultation rights have to be met in such a way and at such a time that an opinion by the employee representatives can be taken into consideration . the company shall inform the competent authority designated in accordance with article 86m of the decision of the general meeting .


### where the converted company is operating under an employee participation system , that company shall be obliged to take measures to ensure that employees ' participation rights are protected in the event of any subsequent cross - border or domestic merger , division or conversion for a period of three years after the cross - border conversion has taken effect , by applying mutatis mutandis the rules laid down in paragraphs 1 to 6 . ### where the converted company is operating under an employee participation system , that company shall be obliged to take measures to ensure that employees ' participation rights are protected in the event of any subsequent cross - border or domestic merger , division or conversion for a period of five years after the cross - border conversion has taken effect , by applying mutatis mutandis the rules laid down in paragraphs 1 to 6 .


### after taking note of the reports referred to in articles 160g , 160h and 160i , where applicable , the general meeting of the company being divided shall decide by means of a resolution , whether to approve the draft terms of cross - border division . the company shall inform the competent authority designated in accordance with article 160o of the decision of the general meeting . ### after taking note of the reports referred to in articles 160g , 160h and 160i , where applicable , the general meeting of the company being divided shall decide by means of a resolution , whether to approve the draft terms of cross - border division . before a decision is taken , any preceding applicable information and consultation rights have to be met in such a way and at such a time that an opinion by the employee representatives can be taken into consideration . the company shall inform the competent authority designated in accordance with article 160o of the decision of the general meeting .


### in respect of compliance with the rules concerning employee participation as laid down in article 86l , the departure member state shall verify that the draft terms of cross - border conversion , referred to in paragraph 2 of this article , include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements . ### in respect of compliance with the rules concerning employee participation as laid down in article 86l , the departure member state shall verify that the draft terms and reports of cross - border conversion , referred to in paragraph 2 of this article , include information on the procedures by which the relevant arrangements are determined and on the possible options for such arrangements .


### the commission shall , no later than five years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions , mergers and divisions , their duration and related costs . ### the commission shall , no later than three years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions and mergers , their duration and related costs .


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . __________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , this report should also explain the implications of the proposed cross - border conversion for employees and / or their representatives . in order to avoid duplications , companies may decide to combine this report with the report addressed to the members . it should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships , on the application of collective agreements and the locations of the companies’ central administration or places of business and how each of these factors would relate to any subsidiaries of the company . the requirement for certain specific information should not however apply where the only employees of the company are in its administrative organ and should be delivered in a timely manner . the provision of the report should not create unnecessary administrative requirements or duplication of existing requirements and should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . __________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , 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 861 and on the possible options for such arrangements , whether there would be any material change in the employment relationships and on the application on collective agreements and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion ; ### a detailed assessment of the accuracy of both the draft terms and the reports as well as the information submitted by the company carrying out the cross - border conversion ;


### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion ; ### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion in terms of both form and content ;


### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement within the meaning of article 86c , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state .


### member states shall ensure that the competent authority of the departure member state shall not authorise the cross - border conversion where it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or minority members . ### companies carrying out the cross - border conversion shall prove to have a real establishment and to pursue genuine and substantial economic activities in the destination member state according to the following criteria which needs to be met in an ongoing way : the ebitda generated by the operations of the company in the destination member state in the last two fiscal years corresponds at least to 25 % ebitda generated by the company in the european union ; the company shall have a fixed establishment performing substantial business activities with material premises , a relevant number of permanent employed workers , and a management body that is materially equipped to negotiate business with third parties ; the head office of the converted company shall be located of the destination member state within 5 months from the date on which the cross - border conversion takes effect according to article 86r ;


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the european works council , the representatives of the employees of each of the merging companies , or where there are no such representatives , to employees themselves and the trade unions in the company . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company carrying out the cross - border conversion applies not less than four months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article .


### member states shall take the necessary measures to ensure that fathers have the right to take paternity leave of at least ten working days on the occasion of the birth of a child . ### member states shall take the necessary measures to ensure that fathers have the right to take paternity leave of at least twelve working days on the occasion of the birth or adoption of a child , or at least fifteen days in the event of multiple births or adoptions .


### in order to encourage working parents and carers to remain in the work force , those workers should be able to adapt their working schedules to their personal needs and preferences . working parents and carers should therefore be able to request flexible working arrangements , meaning the possibility for workers to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . in order to address the needs of workers and employers , it should be possible for member states to limit the duration of flexible working arrangements , including a reduction in working hours . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . the ultimate decision as to whether or not to accept a worker’s request for flexible working arrangements should lie with the employer , specific circumstances underlying the need for flexible working arrangements can change . workers should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires . ### in order to encourage working parents and carers to remain in the work force , those workers should be able to adapt their working schedules to their personal needs and preferences . working parents and carers should therefore be able to request flexible working arrangements , meaning the possibility for workers to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . workers should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires .


### member states may make the right to parental leave subject to a period of work qualification or a length of service qualification which shall not exceed one year . in the case of successive fixed - term contracts , within the meaning of council directive 1999 / 70 / ec21 , with the same employer , the sum of those contracts shall be taken into account for the purpose of calculating the qualifying period . __________________ 21 council directive of 28 june 1999 concerning the framework agreement on fixed - term work concluded by etuc , unice and ceep . ### member states may make the right to parental leave subject to a period of work qualification or a length of service qualification which shall not exceed nine months . in the case of successive fixed - term contracts , within the meaning of council directive 1999 / 70 / ec21 , with the same employer , the sum of those contracts shall be taken into account for the purpose of calculating the qualifying period . __________________ 21 council directive of 28 june 1999 concerning the framework agreement on fixed - term work concluded by etuc , unice and ceep .


### where the eu blue card is issued by a member state not applying the schengen acquis in full and the eu blue card holder , in the mobility situations provided for in this directive , crosses an external border within the meaning of regulation 2016 / 399 of the european parliament and of the council44 , a member state should be entitled to require evidence that the eu blue card holder is entering its territory either for the purpose of business activities or in order to apply for a new eu blue card based on a work contract or binding job offer . in the case of mobility for carrying out business activities , that member state should be able to require evidence of the business purpose of the stay , such as invitations , entry tickets , or documents describing the business activities of the company and the position of the eu blue card holder in the company . __________________ 44 regulation 2016 / 399 of the european parliament and of the council of 9 march 2016 on a union code on the rules governing the movement of persons across borders . ### where the eu blue card is issued by a member state not applying the schengen acquis in full and the eu blue card holder , in the mobility situations provided for in this directive , crosses an external border within the meaning of regulation 2016 / 399 of the european parliament and of the council44 , a member state should be entitled to require evidence that the eu blue card holder is entering its territory either for the purpose of business activities or in order to reside and work there under the eu blue card . __________________ 44 regulation 2016 / 399 of the european parliament and of the council of 9 march 2016 on a union code on the rules governing the movement of persons across borders .


### where the eu blue card issued by the first member state expires during the procedure , the second member state may issue , if so required by national law , national temporary residence permits , or equivalent authorisations , allowing the applicant to continue to stay legally on its territory until a decision on the application has been taken by the competent authorities . ### where the eu blue card issued by the first member state expires during the notification procedure , the second member state may issue , if so required by national law , national temporary residence permits , or equivalent authorisations , allowing the applicant to continue to stay legally on its territory until a decision on the renewal of the eu blue card has been taken by the competent authorities .


### annually , and for the first time by …52 at the latest , member states shall , in accordance with regulation no 862 / 200753 , communicate to the commission statistics on the numbers of third - country nationals who have been granted an eu blue card and on those whose application have been rejected , specifying those rejected in application of article 6 , as well as on the numbers of third - country nationals whose eu blue card has been renewed or withdrawn , during the previous calendar year . those statistics shall be disaggregated by the citizenship , occupation , length of validity of the permits , sex and age of the applicants , and the economic sector . those statistics for third - country nationals who have been granted an eu blue card shall be further disaggregated into beneficiaries of international protection , beneficiaries of the right to free movement and those who have acquired eu long - term resident status in accordance with article 17 . _________________ 52 four years after the date of entry into force of this directive . 53 regulation no 862 / 2007 of the european parliament and of the council of 11 july 2007 on community statistics on migration and international protection and repealing council regulation no 311 / 76 on the compilation of statistics on foreign workers . ### annually , and for the first time by …52 at the latest , member states shall , in accordance with regulation no 862 / 200753 , communicate to the commission statistics on the numbers of third - country nationals who have been granted an eu blue card and on those whose application have been rejected , specifying those rejected in application of article 6 , as well as on the numbers of third - country nationals whose eu blue card has been renewed or withdrawn , during the previous calendar year . those statistics for third - country nationals who have been granted an eu blue card shall be further disaggregated into applicants and beneficiaries of international protection whether according to eu law or national law , beneficiaries of the right to free movement , former students and researchers , former seasonal workers and those who have acquired eu long - term resident status in accordance with article 17 . _________________ 52 four years after the date of entry into force of this directive . 53 regulation no 862 / 2007 of the european parliament and of the council of 11 july 2007 on community statistics on migration and international protection and repealing council regulation no 311 / 76 on the compilation of statistics on foreign workers .


### eu blue card holders should be allowed to move to a second member state under simplified conditions where they intend to apply for a new eu blue card based on an existing work contract or binding job offer . second member states should not be allowed to require from eu blue card holders any other authorisation than the eu blue card issued by the first member state . as soon as they submit an application for an eu blue card within the deadline provided for in this directive , they should be allowed to begin employment . in the second member state the procedure for issuing an eu blue card should be simplified compared to the first eu blue card ; as the mobile eu blue card holder has already exercised highly skilled activity in one member state for a certain period of time , the second member state should not have the need to control all the same details for a second time . however , mobility should remain demand - driven and therefore a work contract should always be required in the second member state , and the salary should meet the threshold set by the second member state in accordance with this directive . ### eu blue card holders should be allowed to move to a second member state under their eu blue card subject to notifying the second member state of the fact that they are moving to that second member state for the purposes of employment under the eu blue card . second member states should not be allowed to require from eu blue card holders any authorisation other than the eu blue card issued by the first member state . once the eu blue card holder has submitted his or her notification within the deadline provided for in this directive , they should be allowed to begin employment . the second member state should retain the right to object to the mobility , but the procedure should be simplified ; as the mobile eu blue card holder has already exercised highly skilled activity in one member state for a certain period of time , the second member state should not have the need to control all the same details for a second time . however , a work contract should always be required in the second member state , all the conditions in applicable laws , collective agreements or practices in the relevant occupational branch should be met , and , if relevant , the salary should meet the threshold set by the second member state in accordance with this directive .


### any decision to reject an application for an eu blue card or to withdraw or refuse to renew an eu blue card should take into consideration the specific circumstances of the case and respect the principle of proportionality . in particular , where the ground for rejection is related to the activity of the employer , a minor misconduct should not in any case constitute the sole ground for rejecting an application or withdrawing or refusing to renew the permit . ### any decision to reject an application for an eu blue card or to withdraw or refuse to renew an eu blue card should take into consideration the specific circumstances of the case and be proportionate . in particular , where the ground for rejection , withdrawal or refusal to renew is related to the conduct of the employer , minor misconduct of the employer should not in any case constitute the sole ground for rejecting an application or withdrawing or refusing to renew the permit .


### “higher education qualifications” means any diploma , certificate or other evidence of formal qualifications issued by a competent authority attesting the successful completion of a post - secondary higher education or equivalent tertiary education programme , namely a set of courses provided by an educational establishment recognised as a higher education institution or equivalent tertiary educational institution by the state in which it is situated , where the studies needed to acquire those qualifications lasted at least three years and correspond at least to isced 2011 level 6 or to eqf level 6 , according to national law ; ### “higher education qualifications” means any diploma , certificate or other supporting evidence of formal or equivalent qualifications issued by a competent authority or supporting institutions attesting the successful completion of a post - secondary higher education or equivalent tertiary education programme , possibly a set of courses provided by an educational establishment recognised as a higher education institution or equivalent tertiary educational institution by the state in which it is situated , or its equivalent as demonstrated through skills and / or knowledge - based assessments by supporting institutions where the studies needed to acquire those qualifications lasted at least three years and may correspond at least to isced 2011 level 6 or to eqf level 6 , according to national law ; for applicants and beneficiaries of international protection residing in the territory of the eu who do not have the documents necessary to prove their qualifications , member states will apply appropriate additional procedures to establish their level of education and skills ;


### the second member state may reject an application for an eu blue card on the basis of a check made in accordance with article 6 after a justified notification as set out in that article , and only if the second member state has also introduced such checks for third - country nationals coming from third countries under this directive . ### where a second member state objects to mobility , that objection shall not affect the renewal of the eu blue or the re - entry of the eu blue card holder and his or her family members to the first member state . upon request of the second member state , the first member state shall allow such re - entry without formalities and without delay . this shall also apply if the eu blue card issued by the first member state has expired or has been withdrawn during the notification period . the eu blue card holder or his or her employer in the second member state may be held liable for the costs relating to the re - entry of the eu blue card holder and his or her family members .


### withdrawal or non - renewal of the eu blue card ### withdrawal of the eu blue card


### member states may withdraw or refuse to renew an eu blue card issued on the basis of this directive in any of the following cases : ### member states may withdraw an eu blue card issued on the basis of this directive :


### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33 acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , an additional transposition period of two years after the entry into force of this directive should be provided for the provisions related to recognising professional experience in order to enable member states , where necessary , to develop such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . __________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning . ### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , the transposition period for this directive should take account of that factor to enable member states , where necessary , to develop such mechanisms and arrangements . member states should consult the social partners when developing such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . __________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning .


### it is necessary to provide for a flexible demand - driven admission system based on objective criteria , such as a work contract or a binding job offer of at least 6 months , a salary threshold adaptable by the member states to the situation in its labour market and higher professional qualifications . ### it is necessary to provide for a flexible admission system based on objective criteria , such as a work contract or a binding job offer of at least three months , compliance with the applicable laws , collective agreements or national practices in the relevant occupational branches and higher education qualifications or higher professional skills .


### application for an eu blue card in a second member state ### long - term mobility for eu blue card holders


### without prejudice to paragraph 1 , any decision to withdraw or refuse to renew an eu blue card shall take account of the specific circumstances of the case and respect the principle of proportionality . ### without prejudice to paragraph 1 , any decision to withdraw an eu blue card taken pursuant to paragraph 2 shall take account of the specific circumstances of the case and shall be proportionate .


### favourable conditions for family reunification and unhindered access to work for spouses should be a fundamental element of this directive in order to facilitate the attraction of highly skilled workers . specific derogations from council directive 2003 / 86 / ec should be provided for in order to reach this aim . conditions related to integration or waiting periods should not be applied before allowing family reunification , as highly skilled workers and their families are likely to have favourable starting point regarding integration in the host community . with the aim of facilitating the swift entry of highly skilled workers , residence permits to their family members should be issued at the same time as the eu blue card , where the relevant conditions are fulfilled and the applications were lodged simultaneously . ### favourable conditions for family reunification and unhindered access to work for spouses should be a fundamental element of this directive in order to facilitate the attraction of highly skilled workers . specific derogations from council directive 2003 / 86 / ec should be provided for in order to reach this aim . in order to increase the attractiveness of the eu blue card , conditions related to integration or waiting periods should not be applied before allowing family reunification , bearing in mind that an eu blue card holder already has a work contract or binding job offer in highly - skilled employment upon arrival . with the aim of facilitating the swift entry of highly skilled workers , residence permits to their family members should be issued at the same time as the eu blue card , where the relevant conditions are fulfilled and the applications were lodged simultaneously .


### member states should reject applications for an eu blue card and be allowed to withdraw or refuse to renew an eu blue card if there is a threat to public policy , public security or public health . any rejection on grounds of public policy or public security should be based on the individual behaviour of the person concerned , in accordance with the principle of proportionality . illness or disability suffered after the third - country national was admitted to the territory of the first member state should not constitute the sole ground for withdrawing or refusing to renew an eu blue card or for not issuing an eu blue card in a second member state . ### member states should be entitled to reject applications for an eu blue card and be allowed to withdraw or refuse to renew an eu blue card where there is a threat to public policy , public security or public health . any rejection on grounds of public policy or public security should be based on the individual behaviour of the person concerned , in accordance with the principle of proportionality . illness or disability suffered after the third - country national was admitted to the territory of the first member state should not constitute a ground for withdrawing an eu blue card . illness or disability suffered during the period when the third - country national is an eu blue card holder should not constitute the sole ground for objecting to mobility to a second member state or for refusing to renew an eu blue card .


### since eu blue card holders are highly skilled workers contributing to addressing labour and skills shortages in key sectors , the principle of access to the labour market should be the general rule . however , in circumstances where the domestic labour market undergoes serious disturbances such as a high level of unemployment in a given occupation or sector , which may be limited to particular regions or other parts of the territory , a member state should be able to take into account the situation of its labour market before issuing an eu blue card . ### since eu blue card holders are highly skilled workers contributing to addressing labour and skills shortages in key sectors , the principle of access to the labour market should be the general rule . in circumstances where the domestic labour market suffers an acute level of unemployment in a given occupation or sector , which may be limited to particular regions or other parts of the territory , a member state should be able to take into account the situation of its labour market before issuing an eu blue card .


### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33 acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , an additional transposition period of two years after the entry into force of this directive should be provided for the provisions related to recognising professional experience in order to enable member states , where necessary , to develop such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . _________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning . ### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . in addition , it should be taken into account that highly talented people with specific skills , who are recognised as highly skilled in their respective sector on the basis of testimonies of their teachers , trainers , portfolio or reputation or who have acquired professional recognition , should also be included in the concept of highly skilled worker . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33 acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , an additional transposition period of two years after the entry into force of this directive should be provided for the provisions related to recognising professional experience in order to enable member states , where necessary , to develop such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . _________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning .


### - has the required competence , as proven by higher professional qualifications . ### - has the required qualifications or skills as attested by evidence of higher education qualifications or higher professional skills ;


### member states may decide to provide for recognition procedures for employers in accordance with their national law or administrative practice for the purpose of applying simplified procedures for obtaining an eu blue card . ### member states shall provide for recognition procedures for employers in accordance with their national law or administrative practice for the purpose of applying simplified procedures for obtaining an eu blue card . member states shall provide clear and transparent information to the employers concerned .


### member states shall provide for measures to prevent possible abuses . those measures may include monitoring , assessment at regular intervals and , where appropriate , inspection in accordance with national law or administrative practice . ### member states shall monitor and assess at regular intervals the functioning and effectiveness of the recognition procedures for employers under paragraph 1 . to that end , they shall , where appropriate , carry out inspections in accordance with national law or administrative practice .


### member states shall provide for measures to prevent possible abuses . those measures may include monitoring , assessment at regular intervals and , where appropriate , inspection in accordance with national law or administrative practice . ### member states shall monitor and assess at regular intervals the functioning and effectiveness of the recognition procedures for employers under paragraph 1 and any form of arbitrariness and discrimination , as per council directive 2000 / 43 / ec , council directive 2000 / 78 / ec and council directive 2002 / 73 / ec . to that end , they shall , where appropriate , carry out inspections in accordance with national law or administrative practice and ensure that there are effective mechanisms through which all third - country nationals may lodge complaints against their employers , directly or through third parties designated by member states such as trade unions or other associations or a competent authority of the member state when provided for by national legislation .


### eu blue card holders should be allowed to move to a second member state under simplified conditions where they intend to apply for a new eu blue card based on an existing work contract or binding job offer . second member states should not be allowed to require from eu blue card holders any other authorisation than the eu blue card issued by the first member state . as soon as they submit an application for an eu blue card within the deadline provided for in this directive , they should be allowed to begin employment . in the second member state the procedure for issuing an eu blue card should be simplified compared to the first eu blue card ; as the mobile eu blue card holder has already exercised highly skilled activity in one member state for a certain period of time , the second member state should not have the need to control all the same details for a second time . however , mobility should remain demand - driven and therefore a work contract should always be required in the second member state , and the salary should meet the threshold set by the second member state in accordance with this directive . ### eu blue card holders should be allowed to move to a second member state under their eu blue card subject to notifying the second member state of the fact that they are moving to that second member state for the purposes of employment under the eu blue card . second member states should not be allowed to require from eu blue card holders any authorisation other than the eu blue card issued by the first member state . once the eu blue card holder has submitted his or her notification within the deadline provided for in this directive , they should be allowed to begin employment . the second member state should retain the right to object to the mobility , but the procedure should be simplified ; as the mobile eu blue card holder has already exercised highly skilled activity in one member state for a certain period of time , the second member state should not have the need to control all the same details for a second time . however , a work contract should always be required in the second member state , all the conditions in applicable laws , collective agreements or practices in the relevant occupational branch should be met , and , if relevant , the salary should meet the threshold set by the second member state in accordance with this directive .


### the second member state shall reject an application for an eu blue card in any of the following cases : ### within 30 days of the date of receipt of the notification , the second member state may object to the mobility in any of the following cases :


### the eu blue card holder shall be allowed to work in the second member state immediately after submitting the application . ### the eu blue card holder shall be allowed to work in the second member state immediately after submitting the notification .


### as soon as possible and no later than one month after entering the territory of the second member state , the eu blue card holder or his employer or both shall submit an application for an eu blue card to the competent authority of that member state and present all the documents proving the fulfilment of the conditions referred to in paragraph 3 for the second member state . ### as soon as possible and no later than one month after entering the territory of the second member state , the eu blue card holder or his or her employer or both shall notify the competent authority of that second member state of his or her employment in that member state and shall present the documents required under paragraph 3 .


### the commission shall notably assess the relevance of the salary threshold set out in article 5 and of the derogations provided for in that article , taking into account , among others , the diversity of the economical , sectorial and geographical situations and the labour market impact within the member states . ### the commission shall notably assess how the salary criteria as set out in article 5 have been met .


### the second member state may reject an application for an eu blue card where the third - country national repetitively makes use of the possibility to enter and work in second member states pursuant to this article in an abusive manner . the second member state shall notify the first member state of the rejection for the purpose of point of article 7 . ### where the eu blue card holder , has exercised mobility pursuant to this article and wishes to renew the eu blue card and to continue working in the second member state , the eu blue card holder or his or her employer shall apply for renewal in that second member state . if he or she applies for renewal in the first member state , he or she will be required to work for 12 months in that first member state before exercising his or her right to long - term mobility again , in accordance with paragraph 1 .


### a simplified procedure for employers which have been recognised for that purpose should be provided , optional for member states . the status of recognised employer should bring specific facilitation in terms of procedures and admission conditions – amounting to a simplified procedure – under this directive and member states should include sufficient safeguards against abuse . where the status of recognised employer is withdrawn during the period of validity of an eu blue card issued under the simplified procedure , regular admission conditions should apply upon renewing that eu blue card , unless the third - country national concerned is employed by another recognised employer . ### a simplified procedure for employers which have been recognised for that purpose should be provided . the status of recognised employer should bring specific facilitation in terms of procedures and admission conditions – amounting to a simplified procedure – under this directive and member states should include sufficient safeguards against abuse . where the status of recognised employer is withdrawn during the period of validity of an eu blue card issued under the simplified procedure , regular admission conditions should apply upon renewing that eu blue card , unless the third - country national concerned is employed by another recognised employer .


### “higher education qualifications” means any diploma , certificate or other evidence of formal qualifications issued by a competent authority attesting the successful completion of a post - secondary higher education or equivalent tertiary education programme , namely a set of courses provided by an educational establishment recognised as a higher education institution or equivalent tertiary educational institution by the state in which it is situated , where the studies needed to acquire those qualifications lasted at least three years and correspond at least to isced 2011 level 6 or to eqf level 6 , according to national law ; ### “higher education qualifications” means any diploma , certificate or other supporting evidence of formal or equivalent qualifications issued by a competent authority or supporting institutions attesting the successful completion of a post - secondary higher education or equivalent tertiary education programme , possibly a set of courses provided by an educational establishment recognised as a higher education institution or equivalent tertiary educational institution by the state in which it is situated , or its equivalent as demonstrated through skills and / or knowledge - based assessments by supporting institutions where the studies needed to acquire those qualifications lasted at least three years and may correspond at least to isced 2011 level 6 or to eqf level 6 , according to national law ; for applicants and beneficiaries of international protection residing in the territory of the eu who do not have the documents necessary to prove their qualifications , member states will apply appropriate additional procedures to establish their level of education and skills ;


### any decision to reject an application for an eu blue card or to withdraw or refuse to renew an eu blue card should take into consideration the specific circumstances of the case and respect the principle of proportionality . in particular , where the ground for rejection is related to the activity of the employer , a minor misconduct should not in any case constitute the sole ground for rejecting an application or withdrawing or refusing to renew the permit . ### any decision to reject an application for an eu blue card or to withdraw or refuse to renew an eu blue card should take into consideration the specific circumstances of the case and be proportionate . in particular , where the ground for rejection , withdrawal or refusal to renew is related to the conduct of the employer , minor misconduct of the employer should not in any case constitute the sole ground for rejecting an application or withdrawing or refusing to renew the permit .


### without prejudice to paragraph 1 , any decision to withdraw or refuse to renew an eu blue card shall take account of the specific circumstances of the case and respect the principle of proportionality . ### without prejudice to paragraph 1 , any decision to withdraw an eu blue card taken pursuant to paragraph 2 shall take account of the specific circumstances of the case and shall be proportionate .


### business activity in a second member state ### short - term mobility for eu blue card holders


### present a valid work contract or , as provided for in national law , a binding job offer for highly skilled employment , of at least six months in the member state concerned ; ### present a valid work contract or , as provided for in national law , a binding job offer for highly skilled employment , of at least three months in the member state concerned ;


### member states shall withdraw or refuse to renew an eu blue card where : ### member states shall withdraw an eu blue card where :


### application for an eu blue card in a second member state ### long - term mobility for eu blue card holders


### for the purpose of residence of beneficiaries of international protection across member states , it is necessary to ensure that member states other than the one which issued international protection are informed of the protection background of the persons concerned in order to enable member states to comply with their obligations regarding the principle of non - refoulement . ### for the purpose of residence of beneficiaries of international protection or the relevant category of applicants for international protection across the member states , it is necessary to ensure that member states other than the one which issued international protection , or the one that is responsible for the application for international protection , are informed of the protection or application background of the persons concerned in order to enable member states to comply with their obligations regarding the principle of non - refoulement .


### the level of fees required by member states for the processing of applications shall not be disproportionate or excessive . ### the level of fees required by member states for the processing of applications shall not be disproportionate or excessive and overall not higher than the level of fees required for other residence permit applications in the member state .


### member states shall provide for measures to prevent possible abuses . those measures may include monitoring , assessment at regular intervals and , where appropriate , inspection in accordance with national law or administrative practice . ### member states shall monitor and assess at regular intervals the functioning and effectiveness of the recognition procedures for employers under paragraph 1 . to that end , they shall , where appropriate , carry out inspections in accordance with national law or administrative practice .


### an eu - wide admission system to attract and retain highly skilled workers into the union should be created . member states should issue an eu blue card instead of a national permit to all applicants falling within the scope of this directive . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration . ### an eu - wide admission system to attract and retain highly skilled workers into the union should be created . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration .


### the eu blue card or the documents presented have been fraudulently acquired , or have been falsified or tampered with ; ### the third - country national is considered to pose a threat to public policy , and public security ; or


### it is necessary to provide for a flexible demand - driven admission system based on objective criteria , such as a work contract or a binding job offer of at least 6 months , a salary threshold adaptable by the member states to the situation in its labour market and higher professional qualifications . ### it is necessary to provide for a flexible admission system based on objective criteria , such as a work contract or a binding job offer of at least 6 months , compliance with the applicable laws , collective agreements or national practices in the relevant occupational branches , the option of a salary threshold adaptable by the member states to the situation in its labour market and higher education qualifications or higher professional skills .


### the application may also be submitted to the competent authorities of the second member state while the eu blue card holder is still residing in the territory of the first member state . ### the notification may also be submitted to the competent authorities of the second member state while the eu blue card holder is still residing in the territory of the first member state .


### by way of derogation from article 10 , the second member state shall adopt a decision on an application for an eu blue card and notify the applicant and the first member state in writing at the latest within 30 days of the date of submission of the application of its decision to either : ### by way of derogation from article 10 , the second member state shall adopt a decision on the notification and inform the eu blue card holder and the first member state in writing at the latest within 30 days of the date of submission of the notification of its decision to either :


### where the eu blue card holder moves to a second member state to apply for an eu blue card and he or she is accompanied by family members , that member state should be able to require evidence of their lawful residence in the first member state . besides , in case of crossing of an external border within the meaning of regulation 2016 / 399 , the members states applying the schengen acquis in full should consult the schengen information system and should refuse entry or object to the mobility of persons for whom an alert for the purposes of refusing entry or stay , as referred to in regulation no 1987 / 2006 of the european parliament and of the council45 , has been issued in that system . __________________ 45 regulation no 1987 / 2006 of the european parliament and of the council of 20 december 2006 on the establishment , operation and use of the second generation schengen information system . ### where the eu blue card holder moves to a second member state to apply for an eu blue card and he or she is accompanied by family members , that member state should be able to require the family members to present their residence permits issued in the first member state . in case of crossing of an external border within the meaning of regulation 2016 / 399 , the members states applying the schengen acquis in full should consult the schengen information system and should refuse entry or object to the mobility of persons for whom an alert for the purposes of refusing entry or stay , as referred to in regulation no 1987 / 2006 of the european parliament and of the council45 , has been issued in that system . __________________ 45 regulation no 1987 / 2006 of the european parliament and of the council of 20 december 2006 on the establishment , operation and use of the second generation schengen information system .


### for the purposes of the application referred to in paragraph 2 , the eu blue card holder shall present : ### for the purposes of the notification referred to in paragraph 2 , the eu blue card holder shall present :


### where the conditions laid down in this article are fulfilled , issue an eu blue card and allow the third - country national to reside on its territory for the purpose of highly skilled employment ; or ### where the conditions laid down in this article are fulfilled , not to object to mobility ; or


### member states may withdraw or refuse to renew an eu blue card issued on the basis of this directive in any of the following cases : ### member states may withdraw an eu blue card issued on the basis of this directive :


### member states shall determine whether applications for an eu blue card are to be made by the third - country national or by the employer . member states may also allow an application from either of the two . ### member states shall allow applications for an eu blue card from either the third - country national , his lawyer or by the employer . an application made by the employer shall not restrict the procedural rights enjoyed by the third - country national seeking the eu blue card during the application procedure , or the rights enjoyed by the eu blue card holder during the period of employment or the eu blue card renewal procedure .