Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on European cross-border associations
Date: 2023-09-05
Institutions: Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs, European Commission
Subjects: European association, cross-border dimension, free movement of capital, free movement of goods, freedom to provide services, non-profit organisation, right of establishment, single market

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   EUROPEAN COMMISSION  Brussels, 5.9.2023  COM(2023) 516 final 2023/0315 (COD)  Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on European cross-border associations (Text with EEA relevance) {SEC(2023) 306 final} - {SWD(2023) 292 final} - {SWD(2023) 293 final} - {SWD(2023) 294 final}  
 
EXPLANATORY MEMORANDUM  

1. 

• 

CONTEXT OF THE PROPOSAL  

Reasons for and objectives of the proposal 

The proposal stems from the European Parliament resolution of 17 February 2022, aiming to 
promote associations and other non-profit organisations in the EU in completing the internal 
market,  protecting  their  fundamental  rights  and  fostering  an  EU  democratic  space.  More 
precisely,  the  resolution  asked  the  Commission,  under  Article  225  of  the  Treaty  on  the 
Functioning  of  the  European  Union  (‘TFEU’),  to  submit  two  new  legislative  proposals:  a 
Regulation  (under  Article  352  TFEU),  which  creates  the  legal  form  of  “European 
Associations”,  and  a  Directive  harmonising  common  minimum  standards  for  NPOs  (under 
Article  114  TFEU).  The  European  Commission  answered  positively  to  the  European 
Parliament call sharing the need to create an enabling environment for the non-profit sector, 
out of which associations are the most present legal form. 

The proposal aims to improve the functioning of the internal market of non-profit associations 
by laying down measures coordinating the conditions for establishing and operating European 
cross-border  associations  (ECBAs),  with  the  aim  of  facilitating  the  effective  exercise  of 
freedom of movement of non-profit associations operating in the internal market. 

Non-profit associations represent the predominant legal form among non-profit organisations 
in  the  European  Union,  with  an  estimated  number  of  3.8  million  present  in  EU  Member 
States.  Non-profit  associations  are  also  the  largest  in  number  of  the  four  legal  forms 
traditionally  encompassed  by  the  social  economy.1  Among  them,  310  000  non-profit 
associations  are  active  in  more  than  one  Member  States,  while  potentially  another  185  000 
could  theoretically  engage  in  cross-border  activities,  if  barriers  were  removed.  Non-profit 
associations are organisations driven by the key principles of the social economy: the primacy 
of people as well as social and environmental purpose over profit, the reinvestment of most of 
the  profits  and  surpluses  to  carry  out  activities  in  the  interest  of  members/users  (“collective 
interest”) or society at large (“general interest”) and democratic or participatory governance. 

Non-profit associations are active in sectors with a societal impact such as healthcare, social 
services,  social inclusion, culture, sports, research and development, education and training, 
contributing  2.9% to  EU  GDP. Through their membership-based structure, they also  have a 
direct leverage effect on citizens who are members, donors or beneficiaries of their activities. 
When  provided  against  remuneration,  non-profit  associations’  activities  constitute  a  service 
within the meaning of Article 57 TFEU. 

Non-profit associations have a positive impact on ensuring social fairness and prosperity for 
EU citizens and they play a significant role for growth within the internal market. However, 
their socio-economic potential is not fully exploited. The full potential of the internal market 
can only be unleashed if all participants enjoy the rights provided thereby. To this end, non-
profit associations need a predictable legal framework that allows them to seamlessly conduct 
their activities, including when conducting them across borders in the internal market.  

Currently,  non-profit  associations  and  their  activities  are  regulated  by  specific  legislation  in 
24  Member  States2  in  a  different  manner,  creating  legal  uncertainty  and  giving  rise  to 

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2 

The  other  legal  entities  present  in  the  social  economy  are  cooperatives,  mutual  benefit  societies  (i.e. 
mutuals) and foundations. 
In Ireland, Denmark and Sweden, associations are regulated by principles developed through doctrine 
and case-law.  

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different  administrative  procedures  and  requirements.  Rules  on  formation,  membership  and 
governance  impose  different  requirements.  For  instance,  the  number  of  physical  or  legal 
persons  required  to  form  a  non-profit  association  ranges  from  3  to  20  depending  on  the 
Member State. Different requirements apply when it comes to becoming a member or have an 
executive  role  in  the  non-profit  association,  in  some  instances  pertaining  to  nationality  or 
legal  residence.  While  all  non-profit  associations  have  an  executive  and  decision-making 
body,  the  rules  pertaining  to  their  governance  vary  across  Member  States.  Furthermore, 
acquisition  of  the  legal  personality  of  non-profit  associations  follows  different  rules,  with 
some  Member  States  granting  legal  personality  on  registration,  others  on  recognition  by 
national authorities or on simple formation. Possibilities to carry out economic activities vary 
as well. Moreover, a very large majority of Member States do not recognise associations from 
other  Member  States  seeking  to  engage  in  cross-border  activities.  This  forces  non-profit 
associations  wishing  to  carry  out  economic  activities  in  another  Member  State  to  form  and 
register  a  brand  new  non-profit  association  in  that  Member  State,  implying  additional 
administrative costs and formalities. This has also consequences regarding the channelling of 
capital between non-profit associations, impeding a seamless flow of capital and undermining 
non-profit  associations’  ability  to  perform  their  activities  in  another  Member  State.  Rules 
differ also regarding access to capital and difficulties exist when it comes to access financial 
loans, credits and guarantees within credit institutions.  The non-profit nature of associations 
makes  these  obstacles  particularly  acute  and  add  to  the  financial  burden  they  need  to  bear 
when operating cross borders in the Union. 

As  identified  in  the  context  of  the  impact  assessment  supporting  this  proposal,  these 
divergences impose unjustified compliance costs for non-profit associations seeking to carry 
out activities in multiple Member States, create uncertainty regarding applicable obligations, 
and may be deterring the provision and further development of services with societal impact 
in the internal market. Not only does this heterogeneity undermine the proper functioning of 
the  internal  market,  but  it  also  negatively  impacts  the  freedom  of  association,  together  with 
the freedom  of expression and information, and, ultimately, hampers non-profit  associations 
to unleash their full potential to generate economic and societal value in the EU. 

• 

Consistency with existing policy provisions in the policy area 

The  proposal  is  included  in  the  2023  Commission  Work  Programme  as  part  of  the  Social 
Economy framework under the Commission’s headline ambition of “An economy that works 
for people”,3 contributing to the objective of “an economy that can fully respond to the needs 
of EU citizens thereby ensuring social fairness and prosperity”. In this sense, it interlinks with  
measures  announced in  the Social Economy  Action Plan4 and forms together with  them the 
“Social  Economy  framework”,  namely:  the  proposal  for  a  Council  Recommendation  on 
“developing  social  economy  framework  conditions  in  the  Member  States”5;  and  two 
Commission  Staff  Working  Documents  setting  “relevant  taxation  frameworks  for  social 
economy  entities”6  and  “non-discriminatory  taxation  of  charitable  organisations  and  their 

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An economy that works for people (europa.eu). 
Communication  from  the  Commission  to  the  European  Parliament,  the  Council,  the  European 
Economic and Social Committee and the Committee of the Regions, ‘Building an economy that works 
for people: an action plan for the social economy’, COM(2021) 778 final. 
Council Recommendation on developing social economy framework conditions, COM(2023) 316 final 
of 13.06.23. 
Staff Working Document: Relevant taxation frameworks for Social Economy Entities, SWD(2023) 211 
final of 13.06.23. 

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donors:  principle  drawn  from  EU  case-law”7.  In  particular,  the  Council  Recommendation 
promotes an enabling environment for social economy entities, including associations, and the 
Commission  Staff  Working  Documents  on  taxation  matters  bring  clarity  and  improve  the 
understanding of relevant tax rules for social economy entities and cross-border donations for 
non-profit  organisations.  These  texts  therefore  complement  this  legislative  proposal  as  they 
frame comprehensive strategies for social economy entities, including non-profit associations, 
and touch upon the area of taxation, which the proposal does not regulate. 

The proposal follows partially some solutions adopted in the context of EU rules on company 
law8  and  on  services  in  the  internal  market.  EU  rules  on  company  law  (Directive  EU 
2017/1132)9  harmonise,  inter  alia,  formation,  capital  and  disclosure  requirements  and 
operations (domestic mergers and divisions, cross-border conversions, mergers and divisions 
for limited liability companies) enabling businesses to  be set  up and to  carry out  operations 
anywhere  in  the  EU.  The  Services  Directive10  facilitates  the  exercise  of  the  freedom  of 
establishment  for  service  providers  and  the  free  movement  of  services,  while  maintaining  a 
high quality of services. In a similar vein, the proposal aims at addressing the restrictions to 
the  exercise  of  internal  market  freedoms  non-profit  associations  face  and  enabling  them  to 
carry  out  operations  anywhere  in  the  EU,  via  the  new  form  of  European  cross-border 
association. 

In light of the above, the Directive fills in a legislative gap as there is no dedicated EU-level 
legislation  regulating  conditions  for  non-profit  associations  to  operate  cross-border  in  the 
internal market.11 In this sense, the targeted approach of the proposal is quite different from 
the broad one followed by the Commission proposal of 1992 to create a European legal form 
for  association  (i.e.  the  European  Association)12,  as  it  does  not  intend  to  create  a  European 
statute  for  associations,  and  creates  instead  a  new  national  legal  form  facilitating  the  cross-
border  activities  of  non-profit  associations  and  their  mobility  while  respecting  national 
traditions. 

Furthermore,  the  proposal  links  with  EU  rules  on  other  existing  European  legal  forms 
generally designed to facilitate and enhance cross-border activities among Member States and 
more  generally  across  the  Union,  in  particular  the  European  Economic  Interest  Grouping 
(EEIG)13,  the  European  Grouping  of  Territorial  Cooperation  (EGTC)14,  the  European 

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Staff  Working  Document:  Non-discriminatory  taxation  of  charitable  organisations  and  their  donors: 
principles drawn from EU case-law, SWD(2023) 212 final of 13.06.23. 
EU  rules  in  the  area  of  company  law  aims  at  providing  protection  for  shareholders  and  other  parties 
with  a  particular  interest  in  companies,  such  as  employees  and  creditors,  making  business  more 
efficient, competitive and sustainable in the long term and encouraging businesses based in different EU 
countries  to  cooperate  with  each  other.  EU  company  reporting,  auditing  and  transparency  rules 
complement this legal framework.  
Directive (EU) 2017/1132 of the European  Parliament and of the Council of 14 June 2017 relating to 
certain aspects of company law (OJ L 169, 30.06.2017, p.46).  
Directive  2006/123/EC  of  the  European  Parliament  and  of  the  Council  of  12  December  2006  on 
services in the internal market (OJ L 376, 27.12.2006, p. 36).  
The impact assessment identified that associations are subject to dedicated regulation in the majority of 
Member States. In general, these are comprehensive laws, regulating associations in detail. Yet, cross-
border aspects essential to mobility and activities of associations are not comprehensively regulated in 
any Member State. 
Proposal for a Council Regulation on the Statute for a European Association (91/273). Based on Article 
114  TFEU,  the  proposal  specified  the  rules  of  the  formation,  registration,  constitution,  functioning, 
financing,  dissolution,  liquidation  and  insolvency  of  the  association.  The  proposal  was  withdrawn  in 
2005. 
Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping 
(EEIG) (OJ L 199, 31.07.1985, p. 1). 

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Research  Infrastructure  Consortium  (ERIC)15,  and  the  European  Digital  Infrastructure 
Consortia  (EDIC)16.  Although  member-based,  these  legal  forms  are  not  comparable  to  non-
profit associations in  the context of this proposal.  They  are  either  designed for  carrying  out 
very specific and limited tasks17 (ERIC and EDIC), have a very limited type of membership18 
(EGTC  and  ERIC),  do  not  have  limited  liability  (EEIG  and  EGTC),  or  do  not  have  a  non-
profit purpose and a non-distribution of profits constraint (EEIG).  

Finally, this Directive does not seek to regulate certain areas of law pertinent to ECBAs in the 
internal  market,  in  particular  taxation,  employment  law,  competition,  intellectual  property, 
anti-money laundering and insolvency.  

• 

Consistency with other Union policies 

This  proposal  is  embedded  in  the  broader  political  objectives  of  the  European  Green  Deal 
(including the “do not significant harm” principle”) and is relevant to other EU policies put in 
place in fields such as democracy and fundamental rights. 

The proposal is  also  embedded in  the Commission’s priority of “a Europe fit for the digital 
age”19  and  supports  the  political  objective  of  the  Digital  Decade  2030  by  enhancing  and 
encouraging  the use of digital means to  reduce administrative burden linked to  cross-border 
activities of non-profit associations. This is ultimately relevant to strengthening the freedoms 
of expression and information in civil society, as well as to boosting civic engagement.  

Addressing cross-border  activities of non-profit associations, the proposal is in line with the 
findings  of  the  2022  Annual  report  on  the  application  of  the  EU  Charter  of  Fundamental 
Rights,20 which stresses that civil society organisations may advocate policies and legislation 
beyond the borders of Member States and that their role is particularly relevant in the context 
of current challenges that the EU is facing. In this connection, the Conference on the Future of 
Europe21  recognised  the  important  role  of  the  civil  society  and  mentioned  the  need  for  a 
statute  for  European  cross-border  associations  and  non-profit  organisations.  The  proposal 
could bring positive leverage to the European Universities alliances with the aim to facilitate a 
deeper,  long-term  and  flexible  cross-border  cooperation22.  The  proposal  is  also  prepared 
alongside the announced “Defence of Democracy” package23. 

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Regulation  (EC)  No  1082/2006  of  the  European  Parliament  and  of  the  Council  of  5  July  2006  on  a 
European grouping of territorial cooperation (EGTC) (OJ L 210, 31.07.2006, p. 19). 
Council  Regulation  (EC)  No  723/2009  of  25  June  2009  on  the  Community  legal  framework  for  a 
European Research Infrastructure Consortium (ERIC) (OJ L 206, 08.08.2009, p.1). 
Decision  (EU)  2022/2481  of  the  European  Parliament  and  of  the  Council  of  14  December  2022 
establishing the Digital Decade Policy Program 2030 (OJ L 323, 19.12.2022, p. 4). 
Their potential areas of activity and purpose are limited by the respective regulation. 
They  are  only  open  to  either  countries,  intergovernmental  organisations  (ERIC)  or  Member  State 
authorities (EGTC). 
A Europe fit for the digital age (europa.eu). 
https://commission.europa.eu/aid-development-cooperation-fundamental-rights/your-rights-eu/eu-
charter-fundamental-rights/application-charter/annual-reports-application-charter_en#ref-2022-report 
Conference on the Future of Europe, Report on the final outcome, May 2022. 
See  Communication  from  the  Commission  on  a  European  strategy  for  universities  of  18.01.2022, 
COM(2022) 16 final and the “European Universities initiative”. 
See the Call for Evidence of 16 February 2023. 

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2. 

• 

LEGAL BASIS, SUBSIDIARITY AND PROPORTIONALITY 

Legal basis 

The proposal is based on Article 50 TFEU and Article 114 TFEU.  

Article  50(1)  and  (2)  TFEU,  which  empowers  the  European  Parliament  and  the  Council  to 
adopt  provisions  in  order  to  attain  freedom  of  establishment,  serves  as  legal  basis  for 
measures that facilitate the exercise of the right of establishment of associations engaging in 
economic activity and their mobility, e.g. transfer of registered office. 

Article 114 TFEU empowers the European Parliament and the Council to adopt the measures 
for the approximation of the provisions laid down by law, regulation or administrative action 
in Member States which have as their object the establishment and functioning of the internal 
market.  

The  aim  of  the  proposal  is  to  facilitate  the  exercise  of  non-profit  associations’  right  of 
establishment  and  the  effective  exercise  of  free  movement  rights  by  laying  down  measures 
coordinating the conditions for establishing and operating European cross-border associations, 
thereby  providing  inter  alia  for  automatic  recognition  of  their  legal  personality  by  Member 
States,  ensuring  they  are  subject  to  a  single  registration  obligation  and  providing  for 
harmonised  rules  on  mobility  (i.e.  transfer  of  registered  office).  By  creating  within  the 
national  legal  order  of  the  Member  States  a  new  legal  form  of  non-profit  associations 
dedicated  to  cross-border  activities  of  and  by  laying  down  the  conditions  for  its  operations 
and mobility across the Union, this proposal results in approximating legal and administrative 
action in the Member States with regard to non-profit associations and, therefore contributes 
to the functioning of the internal market. 

In light thereof, Article 50 TFEU is the appropriate legal basis for measures that directly aim 
at improving the right of establishment of associations and their mobility within the internal 
market.  

Article 50 TFEU is combined with Article 114 TFEU. Indeed, besides facilitating the freedom 
of establishment, the proposed Directive aims to ensure that non-profit associations can fully 
enjoy  the  free  movement  of  goods,  exercise  an  economic  activity  and  receive  services,  and 
can exercise the freedom to receive capital. It does so by removing restrictions, in particular 
those related to the regulation of economic activities and the channelling of capital. Therefore, 
Article  114  TFEU  is  an  additional  legal  basis  for  an  intervention  covering  non-profit 
associations engaged in economic activities in the internal market, by harmonising divergent 
Member  States’  restrictive  provisions  as  regards  their  exercise  of  an  economic  activity  and 
their freedom to receive capital, which have a direct effect on the functioning of the internal 
market. 

• 

Subsidiarity (for non-exclusive competence)  

The overall objective of the proposal  is to remove barriers to the cross-border activities and 
cross-border mobility of non-profit associations in the internal market.  

There  is  a  clear  value  added  by  acting  at  EU  level  because  the  problems  that  this  proposal 
tackles  have  a  strong  cross-border  dimension.  Currently,  there  is  little  coordination  among 
Member States to  facilitate cross-border economic activities of non-profit  associations,  their 
mobility  and  their  ability  to  enjoy  internal  market  freedoms.  Such  coordination,  although 
theoretically  possible,  appears  unlikely  in  the  near  future.  For  instance,  following  the 
Commission’s  withdrawal  in  2005  of  its  proposal  creating  the  statute  for  a  European 
association,  only  three  Member  States  have  legislated  in  ways  to  facilitate  cross-border 

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activities  of  non-profit  associations  by  way  of  registration  duties.  In  particular,  individual 
action or inaction by Member States mainly focuses on regulating non-profit associations in 
their  specific  national  context  and  does  not  address  the  cross-border  dimension,  with  the 
exception  of  a  few  Member  States.  The  Directive  has  a  sole  cross-border  focus  as  it 
establishes a legal form targeting non-profit associations interested in operating in more than 
one Member States (the European cross-border association) and provides for the conditions of 
its operations and its objective is to help these  non-profit associations benefit fully from the 
internal market freedoms through recognition of their legal personality across the Union and 
improved clarity on administrative procedures applying when operating cross-border. Relying 
on  Member  States’  action  alone,  it  is  likely  that  the  legal  and  administrative  barriers  non-
profit associations face when engaging in cross-border activities would persist, resulting in the 
continuation of legal uncertainty and red tape and not allowing a level playing field for non-
profit associations in the internal market.  

By  acting,  the  EU  will  provide  a  clear  and  predictable  framework  enabling  non-profit 
associations  to  fully  benefit  from  their  internal  market  freedoms  when  they  operate  cross-
border.  The  objective  of  this  initiative  therefore  cannot  be  achieved  sufficiently  by  the 
Member States alone and can be better achieved at Union level.  

• 

Proportionality 

The  proposal  targets  non-profit  associations  which  operate  or  wish  to  operate  cross-border 
and  will  not  necessarily  lead  Member  States  to  change  their  existing  national  rules  on  non-
profit associations nor will it have direct implications on non-profit associations not interested 
in cross-border activities. The content and form  of the proposal are, therefore, in proportion 
with  the  scale  and  scope  of  the  identified  problems  non-profit  associations  face  when  they 
engage in cross-border activities or mobility.  

The new legal form specifically designed and introduced at national level, which is the central 
element of this proposal, will allow flexibility for Member States to adapt it to their respective 
settings.  The  provisions  prescribed  in  the  proposed  Directive  will  not  require  changing 
Member States’ legislation governing existing forms of non-profit associations established in 
their territory. 

The  analysis  of  the  policy  options  carried  out  in  the  Impact  Assessment,  which  took  into 
account their effectiveness, efficiency, coherence and proportionality, showed that all options 
could have a positive impact and that the option in the presented proposal ranked highest in 
those terms.  

• 

Choice of the instrument 

This proposal takes the form of a Directive and a Regulation. 

The use of a directive is required by Article 50 TFEU. In addition, a directive is considered to 
be  the  most  appropriate  and  proportionate  legal  instrument  to  allow  room  for  adapting  the 
transposition measures to national settings, thereby also having the potential to facilitate the 
uptake of the new legal form by associations. 
The  Regulation  is  of  technical  nature  and  amends  Regulation  (EU)  No  1024/201224  which 
established  the  Internal  Market  Information  System  (IMI)  in  order  to  ensure  that  Member 
States’ competent authorities cooperate and exchange information through the IMI when they 

24 

Regulation (EU) No 1024/2012 of the European Parliament and of the Council of 25 October 2012 on 
administrative cooperation through the Internal Market Information System and repealing Commission 
Decision 2008/49/EC (OJ L 316, 14.11.2012, p. 1).  

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apply the national rules implemented in accordance with the provisions of the proposal. It also 
amends Regulation (EU) 2018/172425 which established the Single Digital Gateway to ensure 
that Member States give online access to information relevant to  the European cross-border 
associations  (ECBAs)  and  non-profit  associations  and  facilitate  the  exchange  of  evidence 
between competent authorities during  the procedures concerning ECBAs, as laid down by the 
proposed Directive. The Regulation is the appropriate instrument in view of the principle of 
parallelism of form. 

3. 

• 

RESULTS 
CONSULTATIONS AND IMPACT ASSESSMENTS 

EX-POST 

EVALUATIONS, 

OF 

STAKEHOLDER 

Stakeholder consultations 

This  proposal  follows  extensive  consultation  activities  with  stakeholders  namely  non-profit 
associations,  Non-Profit  Organisations  (NPOs),  EU  citizens  engaging 
in  non-profit 
associations  and  other  NPO  activities,  Member  States  and  public  authorities,  businesses, 
experts, and researchers in non-profit law. 

An open public consultation and a call for evidence were published on 5 August 2022 and ran 
until  3  November  2022.26  Input  and  contributions  from  stakeholders  fed  into  the  process  of 
determining and defining the magnitude of the problem and policy options.  

The Commission contracted an external study to support the preparation of this proposal. In 
this context, additional targeted stakeholders’ consultations were conducted. 

The  impact  assessment  supporting  the  Commission’s  proposal  builds  on  results  of  the 
following consultation activities: 

– 

– 

– 

– 

a call for evidence, which received 50 replies; 

a public consultation, which received 64 replies;  

in  the context of the external  study,  a targeted consultation  through an online 
survey,  with  responses  from  domestic  and  cross-border  associations  (88  in 
total,  including  umbrella  organisations),  service  providers  (in  total  12), 
academia/research  institutes  (in  total  14),  and  responsible  authorities  (in  total 
11); 

in  the  context  of  the  external  study,  64  interviews  with  associations  and 
umbrella organizations regrouping national associations.   

While the absolute numbers of responses across the consultation activities could be perceived 
as  generally  limited,  the  representativeness  of  the  contributions  are  reinforced  through  the 
contributions  of 29 umbrella organisations, that represented the voice of 3026 associations. 

Overall,  the  consultation  activities  showed  that,  among  stakeholders  there  is  both  a  wide 
acknowledgement  of  the  need  to  strengthen  the  cross-border  activities  of  non-profit 

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Regulation  (EU)  2018/1724  of  the  European  Parliament  and  of  the  Council  of  2  October  2018 
establishing a single digital gateway to provide access to information, to procedures and to assistance 
and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 
1). 
Single  market  –  Proposal  for  a  legislative  initiative  on  cross-border  activities  of  associations 
(europa.eu). 

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associations  and  also  support for  EU  action to  facilitate cross-border  activities  of  non-profit 
associations in the internal market.27  

Most respondents reported recurrent challenges and obstacles when conducting cross-border 
activities. In the Call for Evidence, stakeholders highlighted existing barriers in areas such as 
providing services in another Member State without registration, problems of recognition in 
another  Member  State,  access  to  funding,  and  different  VAT  regimes  and  approaches  in 
different EU countries. In the public consultation, the most recurrent issues were tax related 
issues,  registration  processes,  and  administrative  formalities.  The  answers  from  the  targeted 
stakeholder  consultations  were  similar,  pinpointing  issues  such  as  different  sets  of  national 
rules  for  establishing  non-profit  associations  followed  by  difficulties  in  merging  non-profit 
associations across different Member States and other tax issues. 

Regarding  the  preferred  policy  option,  36%  (22  out  of  64)  of  all  respondents  to  the  public 
consultation, (where 67% i.e. 43 out of 64 are part of the non-profit sector) favoured “a new 
legal form for associations”. 16 out of 38 respondents who identified themselves to be under 
the  legal  form  of  associations,  (i.e.  42%  of  those  respondents)  favoured  it  as  well.  The 
“harmonisation of common minimum standards” (policy option 2) was the preferred option of 
42% (26 out  of 64) of all respondents  and for 32% (12 out  of 38) of respondents  under the 
legal form of association. 

In  the  context  of  the  targeted  survey  (which  received  140  replies),  responding  non-profit 
associations  supported an EU intervention, potentially  favouring the creation  of a new legal 
forms  in  terms  of  effectiveness  in  facilitating  associations’  operations  in  another  Member 
State, while other policy options were also widely supported. 

Detailed  information  on  the  consultation  strategy,  the  outcomes  and  conclusions  of  the 
stakeholder  consultations  can  be  found  in  Annex  2  of  the  impact  assessment  report  and  on 
Have your say (europa.eu).  

• 

Collection and use of expertise 

To support the analysis underpinning the impact assessment, the Commission used the results 
of  an  external  study  contracted  to  gather  further  evidence  on  cross-border  activities  of 
associations. It included a comparative legal analysis of associations laws and regimes in the 
EU, targeted surveys and the qualitative and quantitative assessment of impacts  of potential 
measures.  

In addition, the impact assessment was supported with evidence stemming from the study on 
Comparative  legal  analysis  of  associations  laws  and  regimes  in  the  EU,  published  in 
September  2022,  and  the  study  on  Comparative  legal  analysis  of  merger  rules  concerning 
associations in the EU, published in July 2023.  

Besides  these  support  studies,  additional  expertise  was  identified  through  literature  research 
and through the stakeholder consultation responses.  

In this context, the Commission informed and discussed in June and November 2022 with the 
Commission  expert  group  on  social  economy  and  social  enterprises  (GECES)  about  the 
initiative on cross-border activities of non-profit associations. 

Alongside  the  support  studies  and  stakeholder  consultations,  the  Commission  paid  close 
attention  to  the  European  Parliament  resolution  of  17  February  2022,  which  provided 
recommendations to the Commission on a statute for European cross-border associations and 

27 

For instance, in the Public Consultation (64 replies), the majority of respondents (i.e. 73%; 47 out of 64) 
support an EU action to facilitate cross-border activities of associations in the single market. 

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non-profit  organisations,  as  well  as  to  the  European  Parliament  study  underpinning  its 
resolution.28 

• 

Impact assessment 

The impact assessment for this proposal was examined by the Regulatory Scrutiny Board on 2 
March  2023.  Following  the  negative  opinion  received  on  31  March,  a  revised  impact 
assessment was submitted to the Board on 8 May 2023. Following the positive opinion with 
reservations of the Regulatory Scrutiny Board of 8 June 2023, the impact assessment which 
accompanies this proposal was revised in order to  duly address the recommendations of the 
Board, e.g. by explaining further the choice of the legal basis, clarifying the different impacts 
among the policy options also in terms of subsidiarity and proportionality and presenting the 
scoring methodology of the policy options in a more granular manner. 

The impact assessment analysed policy options building on the analysis of obstacles identified 
in  four  main  areas  of  internal  market:  in  relation  to  non-profit  associations’  right  to 
establishment when they operate cross-border, their capabilities to provide services and goods 
and  sending  and  receiving  of  capital;  the  possibilities  for  cross-border  membership  and 
participation in governance bodies of non-profit associations when they operate cross-border; 
cross-border mobility of non-profit associations. 

Under  the  scenario  based  on  no  policy  intervention  at  the  EU  level,  non-profit  associations 
will continue to be governed exclusively by national law. In this baseline scenario, the impact 
assessment showed that existing barriers will most likely remain or in some cases worsen in 
light  of  societal  challenges  and  market  developments.  Member  States  currently  lack 
legislation  specifically  addressing  cross-border  activities  and  mobility  of  non-profit 
associations,  except  for  a  few  countries.  Moreover,  there  is  no  indication  of  Member  States 
planning  legislation  in  this  space.  Without  an  appropriate  way  to  obtain  recognition  and 
facilitate mobility, Member State-level measures would have limited benefits.  

Therefore,  three  policy  options  to  reduce  the  identified  barriers  that  non-profit  associations 
face when operating cross-border in the internal market were assessed.  

The first policy option was analysed through two sub-options proposing the introduction of: a) 
a  European  legal  form  called  the  “European  Association"  that  would  regulate  all  aspects  of 
the functioning of this new legal form and coexist with national legal forms without replacing 
them.  The  European  Association  form  would  be  beneficial  for  non-profit  associations 
interested in operating in multiple Member States, but may have been less suitable for small 
non-profit associations with occasional cross-border activities; b) the establishment of an EU 
level  legal  form  called  the  “European  cross-border  Association"  that  specifically  covered 
cross-border  aspects.  Unlike  the  sub-option  under  point  a),  this  sub-option  does  not  fully 
prescribe  the  legal  form  but  only  exhaustively  prescribes  cross-border  aspects.  Both  sub-
options  would  be  based  on  Article  352  TFEU  and  thereby  the  new  legal  form  would  be 
created through a regulation. 

The second policy option proposes the harmonization of common minimum standards for the 
cross-border  activities  and  mobility  of  non-profit  associations  across  Member  States.  This 
option would require removing or amending existing provisions and introducing new ones in 
Member  State  law  to  achieve  these  objectives.  This  option  would  encourage  fully  online 
registration, digital registers, and standardized procedures to facilitate the registration of non-
profit associations operating cross-border and exchange of information among Member States 

28 

A statute for European cross-border associations and non-profit organizations Potential benefits in the 
current situation | Think Tank | European Parliament (europa.eu). 

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and  at  the  EU  level.  Non-profit  aassociations  would  automatically  benefit  from  these 
harmonization  measures,  and  depending  on  the  scope  of  harmonization,  all  non-profit 
associations may have been affected by the new rules. Partial harmonization of national laws 
would simplify rules applicable to non-profit associations operating in cross-border contexts, 
providing  rights  and  safeguards  for  their  cross-border  mobility  and  activities.  The  legal 
instrument for this option would be a Directive and the legal base would be Article 114 or 50 
TFEU, or a combination thereof, considering the material scope of the initiative. 

Thirdly,  a  policy  option  creating  at  national  level  an  additional  legal  form  of  non-profit 
association  designed  for  cross-border  purposes  and  recognised  by  Member  States,  has  been 
assessed. This policy option would require each Member State to introduce in their national 
legal system a legal form of non-profit association tailored for cross-border purposes. At EU 
level,  it  would  encompass  prescribing  only  requirements  and  safeguards  necessary  for 
facilitating  the  said  cross-border  purposes,  and  it  would  co-exist  alongside  existing  legal 
forms for non-profit associations in national law, while respecting varying national traditions 
in association law. ‘Cross-border associations’ would not necessarily need to register in each 
Member  State  separately,  as  their  legal  personality  and  capacity  would  be  recognised 
automatically  and  even  when  additional  formalities  are  justified,  ‘cross-border  associations’ 
should not be required to provide information already submitted to a Member State competent 
authority. Instead, information will be exchanged between Member State authorities digitally.   

The  third  policy  option  offers  a  combination  of  aspects  from  the  first  and  second  policy 
options, in  that it creates an additional new legal form  of  non-profit  associations  (similar to 
the  first  policy  option),  but  only  with  provisions  relevant  to  cross-border  aspects,  which 
Member States may adapt to their respective national setting trough transposition (similar to 
policy option two), while avoiding the need to necessarily amend rules on existing legal forms 
at national level. 

Although  all  policy  options  would  contribute  to  achieving  the  policy  objectives  of  the 
initiative  (albeit  in  a  difference  manner  and  extent),  the  main  differences  between  them 
concern their level of compliance with the proportionality and subsidiarity principles and their 
level of legal feasibility in relation to the identified problem. In this context, the third option 
emerged  as  the  preferred  option,  as  it  contributes  to  resolving  the  identified  problem  and 
addresses  the  specific  objectives,  while  being  targeted  and  balanced  in  terms  of  costs  and 
benefits29. 

Furthermore,  the  study  underpinning  the  Impact  Assessment  also  evaluated  the  economic, 
social  and  environmental  impacts  of  the  preferred  policy  option  and  concluded  that,  in 
general, policy option three is expected to have a positive impact on competent authorities in 
the long term without significant adaptation costs. 

From  an  economic  perspective,  the  proposal  does  not  impose  any  costs.  The  non-profit 
associations taking this new legal form may encounter certain costs, which will depend on the 
extent the harmonised provisions would differ from national rules, but these costs will not be 
significant.  Non-significant  costs  might  occur  for  public  administrations  in  case  an  online 
register  needs  to  be  developed  or  adapted.  No  adjustment  and  administrative  costs  would 
occur for those associations not wishing to take this legal form. This policy option will lower 
both  one-off  costs  of  launching  operations  and  recurring  costs  of  non-profit  associations 
operating cross-border compared to the baseline policy option. More precisely, the reduction 
of excess  launch costs (e.g. information  cost  and direct  charges) is  estimated at  EUR 2 150 
per launch. Within the assessed 15-year time frame, excess cost reductions could potentially 

29 

As outlined in Section 6 and 7 of the Impact Assessment report. 

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amount up to between EUR 338 million – 378 million in the best estimate scenario (EUR 358 
million for the central estimate of 166 500 new cross-border associations in the assessed 15-
year  time  frame).  The  reduction  of  excess  cost  of  operations  (recurrent  costs,  e.g. 
administrative  and  compliance  costs)  for  non-profit  associations  currently  operating  cross-
border is estimated at EUR 770 million per year. Within the assessed 15-year time frame, cost 
savings  could  potentially  amount  up  to  of  EUR  8.5  billion,  which  would  contribute  to  the 
general reduction of the regulatory burden. The impact assessment also makes a best estimate 
of potential indirect economic benefits generated: 157 000 – 176 000 additional associations 
operating cross border, creating 64 000 – 71 000 jobs and EUR 3.57 billion – EUR 4 billion 
added value, corresponding to the maximum potential uptake over a 15-year time frame.30  

Concerning social impacts, it appeared difficult to determine a causal relationship between a 
directive  simplifying  regulatory  and  administrative  rules  on  cross-border  operations  of  non-
profit  associations  and  the  potential  social  impacts.  Nevertheless,  the  Impact  Assessment 
determined  indirect,  but  non-measurable,  positive  effects.  In  particular,  the  Directive  is 
believed to improve the access for citizens in sectors offering services across Member States 
(e.g.  healthcare  and  social  services,  community  service  social  work,  education  and  training, 
employment  services,  etc.).  It  will  further  foster  convergence  between  the  different  models 
offered in the Member States, leading to an overall enhanced quality of such services in the 
EU. As regards fundamental rights, this Directive could also strengthen the right to freedom 
of assembly and association in a non-discriminatory manner, as non-profit associations using 
the  new  legal  forms  would  be  treated  in  an  equal  manner  with  non-profit  associations  that 
already exist under national laws. According to desk research and Public Consultation results, 
by improving the conditions for non-profit associations to operate in the internal market, the 
third policy option is believed to have a strong positive impact on safeguarding the rights to 
freedom of assembly and association and freedom of expression and information of non-profit 
associations and their members in the EU. 

In principle, the nature and objectives of the initiative are not expected to generate measurable 
direct  environmental  impacts.  When  looking  at  the  potential  indirect  benefits,  the  preferred 
option  is  expected  to  generate  a  positive  impact  by  improving  the  position  and  presence  of 
non-profit  associations  operating  cross-border  and  active  in  the  environmental  and  climate 
change  sphere,  such  as  promotion  of  biodiversity,  nature  preservation  and  the  fight  against 
climate change.  

The initiative would also have an indirect economic impact on innovation and competition in 
critical  sectors  of  high  societal  relevance  (e.g.  healthcare  and  social  services,  social  work, 
work  integration,  training  and  education  services,  employment  services  and  research  and 
development). With fewer barrier for non-profit associations inside the internal market, there 
will  be  increased  services  and  products  offered  on  the  national  markets,  as  well  as  more 
cooperation  and  competition.  This  will  foster  innovation  and  price  quality  for  services  and 
goods. 

Lastly,  the  initiative  contributes  to  the  Sustainable  Development  Goals  (SDGs),  and  it 
particularly  supports  the  SDG  8  (Promote  sustained,  inclusive  and  sustainable  economic 
growth, full and productive employment and decent work for all), by promoting job creation 

30 

See  impact  assessment  report,  section  6.3  on  “PO3:  Creation  of  an  additional  national  legal  form  of 
association designed for a cross-border membership and/or cross-border purposes or activities”, pp. 64-
67.  Further  clarifications  and  explication  on  calculations  of  figures  presented  under  section  6.3  (and 
other figures presented in the context of the impact assessment supporting this legislative initiative) can 
be  found  in  sections  2,  6,  7  and  8  of  the  impact  assessment  report  and  in  Annexes  3,  4 and  6  of  the 
impact assessment report. 

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and improving equal and inclusive access to economic opportunities. It further contributes the 
SDG  16  (Peace,  justice  and  inclusive  societies),  by  strengthening  civil  society  through 
protecting associations among other entities.  

• 

Fundamental rights 

Although  the  proposal  is  centred  on  the  functioning  of  the  internal  market  for  non-profit 
associations  operating  cross-border,  it  will  also  have  a  positive  effect  on  the  protection  and 
promotion  of  fundamental  rights.  For  instance,  improving  the  conditions  for  non-profit 
associations to operate in the internal market will strengthen the enjoyment of the freedoms of 
expression  and  information  (Article  11  of  the  Charter)  and  the  freedom  of  assembly  and  of 
association  (Article  12  of  the  Charter)  in  the  EU.  This  will  in  fact  allow  non-profit 
associations  with  cross-border  ambitions  to  effectively  expand,  thereby  contributing  to  also 
exercise the fundamental rights that they entail on a larger scale, by benefitting from a more 
harmonized legal framework which would not neglect the national specificities. 

From this viewpoint, this initiative will have positive spill-over effects on strengthening civil 
society  in  the  EU  and  mitigating  the  overall  trend  of  shrinking  civic  space  observed  in 
Europe,  by  facilitating  cross-border  activities  and  mobility  of  non-profit  associations  and 
enabling them to mobilise members, volunteers and interest groups operating in the internal 
market.  It  would  make  it  easier  for  non-profit  associations  to  engage  in  activities  across 
Member States and enable them, first, to unleash their economic potential and, second, their 
potential to lower the threshold of citizens’ engagement in non-profit associations across the 
Union  (as  indicated  in  the  impact  assessment  report,  Section  4  on  general  objectives). 
Ultimately, the initiative will have an indirect positive impact on the EU democratic space.   

4. 

BUDGETARY IMPLICATIONS  

The  legislative  financial  statement  attached  to  this  proposal  sets  out  the  implications  for 
budgetary, human, administrative resources.  

5. 

• 

OTHER ELEMENTS 

Implementation plans and monitoring, evaluation and reporting arrangements  

The  Commission  will  monitor  the  implementation  of  the  Directive  and  will  report  to  the 
Council and the European Parliament every seven years. For the purpose of monitoring and 
reporting,  the  Commission  will  seek  feedback  from  key  stakeholders  on  the  impact  of  the 
proposal,  including  advantages,  drawbacks  and  any  practical  implementation  challenges  for 
Member States and non-profit associations. A regular feedback loop will also allow for data 
gathering  from  Member  States  concerning  European  cross-border  associations  (ECBAs) 
registered in their territory.  

• 

Explanatory documents (for directives) 

To ensure the proper implementation of this proposal, explanatory documents, explaining the 
relationship  between  its  components  and  the  corresponding  parts  of  national  transposition 
instruments, are necessary. 

• 

Detailed explanation of the specific provisions of the proposal  

The proposed Directive lays down measures coordinating the conditions for establishing and 
operating  “European  cross-border  associations”  (ECBAs),  with  the  aim  of  facilitating  the 
effective  exercise  by  non-profit  associations  of  their  rights  related  to  the  freedom  of 
establishment,  free  movement  of  capital,  freedom  to  provide  and  receive  services  and  free 
movement of goods in the internal market.   

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It contains the following provisions: 

Chapter 1 contains, first, the general provisions such as the subject matter and scope (Article 
1) and the definitions (Article 2). Second, it details the characteristics of an ECBA (Article 3) 
and the rules applicable to it (Article 4). Third, it empowers ECBAs with the legal personality 
and  legal  capacity  and  the  automatic  recognition  thereof  in  all  Member  States  (Article  5). 
Fourth,  it  lays  down  common  rules  for  ECBAs  concerning  their  statutes  (Article  6), 
governance (Article 7), and membership (Article 8).  

Chapter 2 lists the rights and the prohibited restrictions of ECBAs. An ECBA benefits from 
the principles of equal treatment (Article 9) and non-discrimination (Article 10). All decisions 
concerning  an  ECBA  made  by  administrative  authorities  in  the  Member  States  should  be 
subject to judicial review (Article 11). An ECBA should only register in one Member State to 
obtain legal personality and capacity and only for overriding reasons in the public interest, it 
is  possible  for  both  home  and  host  Member  States  to  ask  for  additional  formalities  (Article 
12).  An  ECBA  should  be  able  to  apply  for  funding  in  the  Member  State  (s)  in  which  it 
operates and should not be restricted on its ability to provide or receive funding, except to the 
extent  such  restrictions  are  prescribed  by  law,  justified  for  overriding  reasons  in  the  public 
interest,  appropriate  for  ensuring  the  attainment  of  the  objective  pursued  and  do  not  go 
beyond  what  is  necessary  in  order  for  it  to  be  attained.  (Article  13).  In  addition,  an  ECBA 
should be able to provide and receive services and to engage in trade in  goods (Article 14). 
Furthermore, an ECBA should not be subject to certain restrictions based, for example, on the 
nationality of its members (Article 15). 

Chapter 3 concerns the rules of constitution and registration of an ECBA and is comprised of 
two sections. Member States should ensure that an ECBA is formed by way of its registration 
and has  a minimum  of three  founding  members  (Article 16). This  chapter also  provides for 
the  rules  concerning  the  domestic  conversion  of  a  non-profit  association  into  an  ECBA 
(Article 17).  It lays down the rules for the application for registration (Article 18), as well as 
the  registration  procedure  (Article  19).  It  specifies  that  Member  States  should  establish  a 
register for the purposes of registration of ECBAs (Article 20) and the content of the ECBA 
certificate (Article 21).  

Chapter  4  lays  down  the  rules  on  ECBAs’  mobility  rights.  This  concerns  specifically  the 
possibility for an ECBA to transfer its registered office without such transfer resulting in the 
dissolution  of  the  concerned  ECBA  (Article  22)  and  the  procedure  for  the  transfer  of  an 
ECBA’s registered office (Article 23).  

Chapter  5 contains  provisions on the  dissolution of an ECBA. More precisely, it  lays down 
the  rules  concerning  the  voluntary  dissolution  (Article  24)  and  the  involuntary  dissolution 
(Article 27). Additionally, it ensures that an ECBA’s dissolution entails its liquidation which 
must be in line with the non-distribution constraint linked with its non-profit purpose (Article 
25).  

Chapter  6  includes  provisions  on  enforcement,  cooperation  and  monitoring  of  the  rules 
contained  in  the  proposal.  This  concerns  the  designation  of  the  competent  authority 
responsible  for  carrying  out  the  obligations  arising  from  this  proposal  (Article  27);  the 
administrative cooperation among competent authorities of Member States and the monitoring 
by the Commission of the use of the Internal Market Information System (IMI) in the context 
of  this  cooperation  (Article  28);  the  rules  on  the  monitoring  and  reporting  of  this  proposed 
Directive (Article 29).  

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Chapter 7 sets out the final provisions allowing the Commission to adopt implementing acts 
(Article 30), on the transposition of this proposal (Article 31) and the entry into force (Article 
32) as well as the proposal’s addressees (Article 33). 

The  Directive  is  accompanied  by  a  Regulation  which  is  of  technical  nature  and  amends 
Regulation  (EU)  No  1024/2012  which  established  the  Internal  Market  Information  System 
(IMI) in  order to  ensure that Member States’  competent  authorities cooperate  and exchange 
information through the IMI, when they apply the national rules implemented in accordance 
with the provisions of the proposal (Article 1).  It also amends Regulation (EU) 2018/172431 
which  established  the  Single  Digital  Gateway,  to  ensure  that  Member  States  give  online 
access to information about ECBAs and non-profit associations and facilitate the exchange of 
evidence  between  competent  authorities  during  the  procedures  concerning  ECBAs,  as  laid 
down by the proposed Directive (Article 2).  

31 

Regulation  (EU)  2018/1724  of  the  European  Parliament  and  of  the  Council  of  2  October  2018 
establishing a single digital gateway to provide access to information, to procedures and to assistance 
and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 
1). 

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2023/0315 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

on European cross-border associations 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  on  the  Functioning  of  the  European  Union,  and  in  particular 
Article 50 and Article 114 thereof, 

Having regard to the proposal from the European Commission, 

After transmission of the draft legislative act to the national parliaments, 
Having regard to the opinion of the European Economic and Social Committee32, 

Acting in accordance with the ordinary legislative procedure, 

Whereas:  

(1) 

(2) 

In  accordance  with  Article  26(2)  of  the  Treaty  on  the  Functioning  of  the  European 
Union  (TFEU),  the  internal  market  comprises  an  area  without  internal  frontiers  in 
which  the  free  movement  of  goods,  persons,  services  and  capital  is  ensured.  To 
achieve this objective, Article 50 TFEU provides for the European Parliament and the 
Council  to  act  by  means  of  directives  in  order  to  attain  freedom  of  establishment  as 
regards a particular activity. In addition, Article 114 TFEU provides for the European 
Parliament  and  the  Council  to  adopt  the  measures  for  the  approximation  of  the 
provisions  laid  down  by  law,  regulation  or  administrative  action  in  Member  States, 
which have as their object the establishment and functioning of the internal market.  

The elimination of barriers to the development of activities of non-profit associations 
across Member States is essential in order to attain their freedom of establishment, as 
well as other fundamental freedoms such as the freedom to provide and receive capital 
and  the  freedom  to  provide  and  receive  services  within  the  internal  market.  By 
approximating  the  provisions  of  national  law  which  affect  the  exercise  of  these 
freedoms,  this  Directive  serves  the  objective  of  improving  the  functioning  of  the 
internal  market.  In  so  doing,  this  Directive  will  further  serve  the  objectives  of 
strengthening  European  integration,  promoting  social  fairness  and  prosperity  for  EU 
citizens  and  facilitating  the  effective  exercise  of  the  freedom  of  assembly  and  of 
association throughout the Union. 

(3) 

The  European  Parliament  adopted  a  resolution  on  17  February  2022  with 
recommendations  to  the  Commission  on  a  statute  for  European  cross-border 
associations and non-profit organisations33. 

32 

Ref. of the opinion 

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(4) 

(5) 

(6) 

(7) 

(8) 

33 

34 

35 

36 

37 

38 

On 9 December 2021, the European Commission adopted an action plan for the social 
economy.34 In the action plan, the Commission put forward specific measures to create 
opportunities for social economy entities to start up and scale up, and to ensure that the 
social economy and its potential are more visible. The European Parliament welcomed 
the action plan in its resolution issued on 6 July 2022.35 

Following  up  on  the  action  plan  for  the  social  economy,  the  Commission 
recommended  concrete  measures  to  support  the  social  economy,  which  prioritises 
people,  social  and  environmental  causes  over  profit.  The  proposal  for  a  Council 
Recommendation  on  developing  social  economy  framework  conditions  of  13  June 
202336 includes recommendations for Member States to design and implement social 
economy  strategies.  On  the  same  day,  the  Commission  also  published  two  Staff 
Working  Documents  to  improve  the  understanding  of  relevant  tax  rules  for  social 
economy entities37 and cross-border public-benefit donations.38 

Among the legal forms available in the non-profit sector and the social economy, the 
legal form of the non-profit association is the choice for the large majority. In addition 
to contributing to the Union's objectives and to achieving goals that are in the public 
interest, non-profit associations make an important contribution to the internal market 
by engaging on a regular basis in a wide range of economic activities, for example by 
offering  services  in  sectors  such  as  social  services  and  health,  communication  and 
information,  advocacy,  culture,  the  protection  of  the  environment,  education, 
recreation, sports, and in the promotion of scientific and technological advances. This 
is true when the pursuit of economic activities is the principal activity or objective of 
the non-profit association, and in other cases.  

A  fully  functioning  internal  market  for  the  activities  of  non-profit  associations  is 
essential  in  order  to  promote  economic  and  social  growth  across  Member  States.  At 
present,  barriers  within  the  internal  market  prevent  non-profit  associations  from 
extending  their  operations  beyond  their  national  borders,  thereby  hindering  the 
effective  operation of the  internal  market.  Working towards a fully  effective  internal 
market requires full freedom of establishment for all activities which contribute to the 
objectives of the Union. 

In order to establish a genuine internal market for the economic activities of non-profit 
associations,  it  is  necessary  to  abolish  any  unjustified  restrictions  on  the  freedom  of 
establishment, the free movement of services, the free movement of goods and the free 
movement  of  capital  that  still  apply  in  the  laws  of  certain  Member  States.  These 

A  statute  for  European  cross-border  associations  and  non-profit  organisations.  European  Parliament 
resolution  of  17  February  2022  with  recommendations  to  the  Commission  on  a  statute  for  European 
cross-border  associations  and  non-profit  organisations  (2020/2026(INL))  (2022/C  342/17)  (OJ  C  342, 
6.9.2022, p. 225). 
Communication  from  the  Commission  to  the  European  Parliament,  the  Council,  the  European 
Economic and Social Committee and the Committee of the Regions, ‘Building an economy that works 
for people: an action plan for the social economy’, COM(2021) 778 final. 
European  Parliament  resolution  of  6  July  2022  on  the  EU  action  plan  for  the  social  economy 
(2021/2179(INI)). 
Proposal  for  a  Council  Recommendation  on  developing  social  economy  framework  conditions 
COM(2023) 316 final.  
Commission  Staff  Working  Document,  Relevant  taxation  frameworks  for  Social  Economy  Entities, 
SWD(2023) 211 final. 
Commission  Staff  Working  Document,  Non-discriminatory  taxation  of  charitable  organisations  and 
their donors: principles drawn from EU case-law, SWD(2023) 212 final. 

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(9) 

restrictions  hinder  non-profit  associations  from  operating  cross-border,  not  least 
because  they  impose  on  them  a  specific  need  to  allocate  resources  to  unnecessary 
administrative  or  compliance  activities,  which  has  a  particularly  deterrent  effect  in 
view of their non-profit nature.  

These barriers arise due to inconsistencies in the national legal frameworks of Member 
States. The legal framework in which non-profit associations carry out their activities 
in the Union is based on national law, without harmonisation at Union level. Presently, 
non-profit  associations  do  not  receive  uniform  recognition  of  their  legal  personality 
and capacity throughout the Union and often need to register for a second time or even 
form a new legal entity in order to engage in activities in a Member State other than 
the  one  in  which  they  are  established.  The  fundamental  elements  concerning  the 
mobility  of  non-profit  associations  within  the  Union  remain  inadequately  regulated, 
resulting in legal ambiguity for all non-profit associations with cross-border activities. 
For instance, when non-profit associations intend to relocate their registered office to a 
new Member State, uncertainties persist regarding relocation. In particular, the lack of 
a  possibility  of  transferring  the  registered  office  without  going  through  a  liquidation 
hinders non-profit associations from acting, moving, and restructuring across borders 
within the Union. National rules diverge and often fail to provide clear solutions  and 
procedures  for  the  exercise  of  cross-border  mobility  and  economic  activities  of  non-
profit associations.  

(10)  The  ability  to  access  and  channel  funds  and  capital  efficiently  across  borders  is 
necessary in order to facilitate non-profit associations’ activities in the internal market. 
This includes remuneration for economic activities, but also donations, inheritance, or 
other  forms  of  funding.  Different  regulatory  frameworks  and  existing  restrictions  in 
the Member States regarding receiving, soliciting donations, and similar contributions 
in whatever form result in fragmentation in the internal market and constitute a barrier 
to the functioning of the internal market. 

(11)  Moreover,  laws  of  certain  Member  States  impose  requirements  regarding  nationality 
or  legal  residence  on  members  of  non-profit  associations  or  on  members  of  the 
executive  body  of  such  non-profit  associations.  Such  requirements  should  be 
eliminated in order to protect the exercise of freedom of establishment and freedom of 
association of EU citizens.  

(12)  The  freedom  of  association  is  crucial  for  the  functioning  of  democracy,  as  it 
constitutes  an  essential  condition  for  the  exercise  of  other  fundamental  rights  by 
individuals,  including  the  right  to  freedom  of  expression  and  information.  As 
recognised in the Charter of Fundamental Rights of the European Union (CFR) and in 
the  Convention  for  the  Protection  of  Human  Rights  and  Fundamental  Freedoms 
(ECHR), freedom of association is a fundamental right.  

(13) 

It is therefore necessary to put in place harmonised rules facilitating the pursuit of non-
profit  associations’  cross-border  activities.  Existing  national  rules  on  cross-border 
associations should be harmonised so that they allow those non-profit associations to 
take a legal form specifically designed to facilitate operations on a cross border basis. 
That legal form should be provided in Member State’s domestic legal orders through 
the  adaptation  of  their  respective  rules  on  non-profit  associations.  This  legal  form, 
which  is  to  be  designated  as  the  ‘European  cross-border  association’,  (  ‘ECBA’), 
should  be  automatically  recognised  by  all  Member  States  and  will  allow  non-profit 
associations  to  overcome  the  obstacles  they  face  in  the  internal  market,  while 
respecting Member States’ traditions regarding non-profit associations. 

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(14)  Furthermore,  allowing  non-profit  associations  to  fully  enjoy  the  freedom  of 
establishment in the Union via a single registration that would be valid throughout the 
Union  and  automatic  recognition  of  their  legal  personality  is  directly  related  to,  and 
necessary for, the functioning of the internal market and the possibility to effectively 
benefit from the rights derived from that freedom. 

(15)  Trade  unions  and  associations  of  trade  unions  should  not  be  allowed  to  establish 

ECBAs, since they have a particular status in national law.  

(16)  Nor  political  parties  and  associations  of  political  parties  be  allowed  to  establish 
ECBAs,  as  they  enjoy  a  particular  status  within  national  law  and  Union  law  as  laid 
down in Regulation (EU, Euratom) 1141/2014 of the European Parliament and of the 
Council39. 

(17)  Churches  and  other  religious  organisations  and  philosophical  or  non-confessional 
organisations, within the meaning of Article 17 TFEU, as well as associations of these 
entities,  should  also  not  be  allowed  to  establish  an  ECBA,  due  to  the  lack  of  Union 
competence  to  regulate  their  status,  and  due  to  them  having  a  particular  status  in 
national law. 

(18)  The establishment of an ECBA should be the result of an agreement between natural 
persons  that  are  Union  citizens  or  legally  resident  third-country  nationals,  or  legal 
entities established in the Union, except persons that have been convicted of offences 
concerning money laundering, associated predicate offences40, or terrorist financing or 
are subject to measures that prohibit their operations in a Member State on the same 
grounds.  In  view  of  the  non-profit  purpose  of  the  ECBA,  where  an  ECBA  is 
constituted by legal entities, they should also have a non-profit purpose.  

(19)  The non-profit purpose of an ECBA should mean that, when a profit is generated by 
means of economic activities, it should be used only in pursuit of the objectives of the 
ECBA, as defined in its statutes, and may not be redistributed. Therefore, there should 
be  an  asset  lock  requiring  that  no  distribution  of  assets  to  members  is  to  take  place,  
even in the event of dissolution. In the latter case, residual assets should be transferred 
in  a  disinterested  manner,  such  as  to  other  non-profit  associations  having  the  same 
purpose. 

(20) 

In  a  society  in  which  pluralism,  non-discrimination,  tolerance,  justice,  solidarity  and 
equality  between  women  and  men  prevail,  ECBAs  should  pursue  objectives  that  are 
compatible  with  the  values  enshrined  in  Article  2  of  the  Treaty  on  European  Union 
(‘TEU’) such as the respect for human dignity, freedom, democracy, equality, the rule 
of  law  and  respect  for  human  rights,  including  the  rights  of  persons  belonging  to 
minorities. In addition, it should not be possible to use ECBAs for terrorist financing, 
tax  evasion,  tax  avoidance,  money  laundering  or  any  criminal  offences  or  illegal 
purposes.  

(21)  The cross-border element of an ECBA is central. Therefore, an ECBA should carry out 
or  have  in  its  statutes  the  objective  to  carry  out  at  least  part  of  its  activities  across 
borders in the Union, in at least two Member States, and have founding members with 

39 

40 

Regulation (EU, Euratom) No 1141/2014 of the European Parliament and of the Council of 22 October 
2014 on the statute and funding of European political parties and European political foundations (OJ L 
317, 4.11.2014, p. 1). 
Directive  (EU)  2018/1673  of  the  European  Parliament  and  of  the  Council  of  23  October  2018  on 
combating money laundering by criminal law (OJ L 284, 12.11.2018, p. 22–30). 

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links to at least two Member States, either based on citizenship or residence in the case 
of  natural  persons,  or  based  on  the  location  of  their  registered  office  in  the  case  of 
legal entities. 

(22) 

In  order  to  ensure  that  ECBAs  fulfil  the  objectives  underlying  their  creation,  the 
degree  of  harmonisation  of  the  features  and  rights  of  an  ECBA  should  be 
proportionate to the scale and scope of the identified problems non-profit associations 
face when engaging in cross-border activities.  

(23)  Harmonisation throughout the Union of the key features of ECBAs’ legal personality 
and capacity and their automatic recognition across Member States and the registration 
procedure, without Member States laying down diverging rules on these  issues, is an 
essential  condition  for  ensuring  a  level-playing  field  for  all  ECBAs.  The  aspects  of 
ECBAs’ activities that are not harmonised by this Directive should be governed by the 
national rules that apply to the most similar type of non-profit association in national 
law. Such entities, independently of their name in the domestic legal order, should in 
all cases be membership-based, have a non-profit purpose, and have legal personality. 
To  ensure  transparency  and  legal  certainty,  Member  States  should  notify  the 
Commission of those rules.  

(24)  To ensure that Member States have the appropriate tools to combat terrorism financing 
and ensure transparency of certain capital movements, the rules applicable to ECBAs 
under  this  Directive  should  be  without  prejudice  to  measures  adopted  by  Member 
States  to  prevent  the  misuse  of  non-profit  associations  for  public  policy  and  public 
security  reasons  and  to  ensure  transparency  of  certain  capital  movements  when 
required by Union law, or national law in compliance with Union law. 

(25) 

In  order  to  remove  legal  and  administrative  barriers  for  non-profit  associations 
operating  in  more  than  one  Member  State  and  ensure  the  functioning  of  the  internal 
market,  all  Member  States  should  automatically  recognise  an  ECBA’s  legal 
personality and legal capacity. This legal personality and the legal capacity should be 
granted upon the ECBA’s registration in a Member State.  

(26)  ECBAs should be able to decide freely on their rules of operation. Any limitation on 
this  freedom  imposed  by  a  Member  State  should  be  applied  in  a  general  and  non-
discriminatory way, prescribed by law, justified by an overriding reason in the public 
interest,  and  be  appropriate  for  ensuring  the  attainment  of  the  objective  pursued  and 
not going beyond what is necessary for it to be attained. 

(27)  Articles 52, 62 and 65 TFEU and relevant case law also apply to ECBAs. These TFEU 
Articles  provide  for  the  justification  of  measures  restricting  the  freedom  of 
establishment, freedom to provide services and free movement of capital on grounds 
including public policy, public security and public health. Furthermore, the concept of 
‘overriding  reasons  in  the  public  interest’  to  which  reference  is  made  in  certain 
provisions of this Directive has been developed by the Court of Justice in its case law. 
Measures  by  Member  States  that  are  liable  to  hinder  or  make  less  attractive  the 
exercise of those Treaty freedoms should be permitted only where they can be justified 
by  objectives  listed  in  the  Treaty  or  by  overriding  reasons  in  the  public  interest 
recognised by Union law. While no exhaustive definition exists, the Court of Justice 
has  recognised  that  justifications  are  possible  on  various  grounds  such  as  public 
policy,  public  security  and  public  health,  the  maintenance  of  order  in  society,  social 
policy objectives, the protection of the recipients of services, consumer protection, the 
protection of workers, provided that the other conditions are met. Such measures need, 

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(28) 

(29) 

(30) 

in any event, to be appropriate for ensuring the attainment of the objective in question 
and not go beyond what is necessary to attain that objective. 

In  order  to  ensure  a  common  and  appropriate  approach  to  governance  across  the 
Union,  ECBAs  should  comprise  a  decision-making  body  meaning  the  body  which 
gathers all members, which is in some Member States traditionally referred to as the 
general meeting or general assembly. ECBAs should also comprise an executive body, 
which is in some Member States traditionally referred to as an executive committee or 
board  of  directors;  the  executive  body  should  be  in  charge  of  the  administration, 
management  and  conduct  of  the  ECBA.  It  should  also  ensure  compliance  with  the 
statutes of an ECBA and legal obligations, as well as represent an ECBA in dealings 
with third parties and in legal proceedings. The executive body of an ECBA should be 
composed  of  a  minimum  of  three  persons,  be  it  natural  persons  or  legal  entities 
through their representatives. 

In  order  to  ensure  that  ECBAs  are  able  to  effectively  perform  their  activities  and 
ensure equal treatment vis-à-vis non-profit associations in national law, ECBAs should 
not  be  treated  less  favourably  than  the  most  similar  non-profit  association  in  the 
domestic legal order of the home Member State where it operates.  

In  accordance  with  the  principle  of  non-discrimination  and  to  ensure  the  freedom  of 
association, in the implementation and application of this Directive there should be no 
discrimination  against  any  group  or  individual  on  any  grounds,  such  as  birth,  age, 
colour,  sex  and  gender,  sexual  orientation,  gender  identity,  health  conditions, 
immigration or residency status,  genetic features, language, national,  ethnic or social 
origin, political or any other opinion, membership of a national minority, physical or 
mental disability, property, race, religion or belief, or other status. 

(31)  To facilitate  the cooperation among  Member States and between Member States and 
the  Commission,  Member  States  should  designate  a  competent  authority  responsible 
for the application of the rule transposing this Directive (‘competent authority’). The 
Commission should publish the list of competent authorities. To have a comprehensive 
overview of the legal  treatment  of ECBAs in  Member States, Member States  should 
notify the Commission  of the names  and tasks of  relevant  authorities, other than the 
competent authorities, established or designated for the purposes of the national rules 
applicable to the most similar non-profit association in national law, if applicable. 

(32) 

In accordance with the right to an effective remedy and to a fair trial as laid down in 
Article  47  CFR  and  Article  13  ECHR,  decisions  made  by  competent  authorities  in 
applying national provisions implementing this Directive should be subject to judicial 
review.  Such  judicial  review  should  be  available  to  ECBAs,  as  well  as  any  other 
natural persons or legal persons, in respect of decisions made by competent authorities 
regarding  ECBAs,  including  in  cases  of  failure  to  act.  The  right  to  judicial  review 
includes  the  right  to  a  fair  and  public  hearing  within  a  reasonable  time  by  an 
independent  and  impartial  tribunal  previously  established  by  law  according  to  the 
national  law  of  the  relevant  Member  State  in  compliance  with  Article  47  Charter  of 
Fundamental Rights of the Union. 

(33) 

In view of their non-profit purpose, ECBAs should be able to apply for funding from a 
public  or  private  source  in  the  Member  State(s)  in  which  they  operate  on  a  non-
discriminatory  basis.  There  should  be  no  restriction  on  the  ECBA’s  right  to  receive 
and  provide  funding,  except  where  a  restriction  is  prescribed  by  law,  justified  by  an 
overriding  reason  in  the  public  interest,  is  appropriate  for  ensuring  the  attainment  of 

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the objective pursued and  does  not  go beyond what  is  necessary for it to  be attained 
and is compliant with Union law. 

(34)  To ensure that ECBAs fully benefit from the internal market, ECBAs should be able to 
provide  and  receive  services,  as  well  as  to  engage  in  trade  in  goods  without 
interference  from  Member  States.  Restrictions  should  be  permitted  only  if  they  are 
prescribed  by  law,  justified  by  overriding  reasons  in  the  public  interest,  and  are 
appropriate for ensuring the attainment of the objective pursued and do not go beyond 
what  is  necessary  in  order  for  it  to  be  attained.  This  should  not  affect  provisions  of 
other Union acts.  This  should  include the provisions  of Union acts  that reinforce  the 
fundamental  freedoms,  such  as  those  laid  down  in  Directive  2006/123/EC  of  the 
European  Parliament  and  of  the  Council41  which  guarantee  the  freedom  of 
establishment  and  the  freedom  to  provide  services  as  well  as  the  provisions  of  other 
Union acts which regulate specific economic activities ECBAs engage in.  

(35) 

In  order  to  establish  a  genuine  internal  market  for  non-profit  associations,  it  is 
necessary  to  abolish  certain  restrictions  on  the  freedom  of  establishment,  the  free 
movement of services and the free movement of capital that still apply in the laws of 
certain  Member  States.  Therefore,  Member  States  should  not 
impose  any 
discriminatory  requirements  based  on  the  nationality  of  members  of  an  ECBA  or  its 
executive body, except  as  provided for by this Directive. Nor should Member States 
provide  for  any  requirement  on  physical  presence  of  members  for  the  validity  of  a 
meeting. To enable ECBAs to enjoy the full benefits of the internal market, Member 
States should not require the registered office of an ECBA to be in the same Member 
State as its central administration or the principal place of operations. Member States 
should  also  not  impose  general  prohibitions  on  ECBAs  carrying  out  economic 
activities, nor only allow them to engage in economic activities if they are linked to an 
objective set out in an ECBA’s statutes.  

(36)  The registration of an ECBA should be constitutive of the ECBA. In order to register, 
an ECBA should have a minimum of three founding members. Both legal entities with 
a  non-profit  purpose  established  in  the  Union  and  natural  persons  who  are  Union 
citizens or legally residing in the territory of the Union should be able to be founding 
members of an ECBA. It should also be possible for non-profit associations to convert 
into an ECBA within the same Member State.  

(37)  To ensure that ECBAs are able to operate across borders and in compliance with the 
principle of proportionality, they should be required to register only once, in the home 
Member State, in order to acquire their legal personality and legal capacity. To ensure 
automatic  recognition  of  this  registration  throughout  the  Union,  it  is  necessary  to 
harmonise  the  registration  procedure.  This  concerns  in  particular  the  documents  and 
information required for an application to register an ECBA, as well as the checks to 
be carried out.  

(38)  Member States should be entitled to require a registered ECBA to make a declaration, 
provide  information,  request  or  obtain  authorisations  for  engaging  in  particular 
activities  only  where  such  requirements  are  (i)  applied  in  a  general  and  non-
discriminatory way, (ii) prescribed by law, (iii) justified by overriding reasons in the 
public  interest,  (iv)  appropriate  for  ensuring  the  attainment  of  the  objective  pursued 
and  do  not  go  beyond  what  is  necessary  in  order  for  it  to  be  attained.  Such 

41 

Directive  2006/123/EC  of  the  European  Parliament  and  of  the  Council  of  12  December  2006  on 
services in the internal market (OJ L 376, 27.12.2006, p. 36). 

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21 

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requirements may be connected, for example, to the specificities of certain sectors, like 
healthcare.  Where  Member  States  provide  for  such  additional  procedures,  this 
information should be made publicly available in order to ensure that an ECBA is able 
to comply with these requirements. 

(39)  To prevent fraud, it is important that Member States verify the identity of the founding 
members  and  the  legal  representatives  of  the  ECBA.  The  verification  of  identity  is 
particularly  important  if  the  application  for  registration  is  conducted  electronically. 
Due  to  the  variety  of  different  practices  in  Member  States,  the  specific  methods  of 
verifying identity should remain in the prerogative of the Member State concerned.  

(40)  While respecting the freedom of establishment and association, the registration of an 
ECBA should be denied in cases of failure to comply with the formal requirements for 
the registration, as laid down in this Directive, where the application is not complete or 
if  the  objectives  described  in  the  statutes  contravene  Union  law  or  national  law 
compliant  with  Union  law.  Furthermore,  the  registration  must  be  rejected,  if  the 
application  fails  to  comply  with  the  basic  requirements  set  out  in  this  Directive  to 
constitute an ECBA, namely the non-profit purpose, the minimum number of founding 
members  and  the  cross-border  element  in  terms  of  activities  in  at  least  two  Member 
States and founding members with links with at least two Member States. Any refusal 
to  register an ECBA  should be made  in  writing  and duly  reasoned  by the competent 
authority.  

(41)  Member  States  should  be  required  to  establish  a  register  for  the  purposes  of  the 
registration and for maintaining and publishing information on ECBAs. This register 
should  contain  information  about  ECBAs  and  the  submitted  documents.  As  the 
information  kept  in  the register may become outdated, Member States should  ensure 
that  the  ECBA  notifies  any  changes  concerning  the  information  on  ECBAs  to  the 
competent authority and that the information held in the register is updated. Member 
States  should  be  allowed  to  make  use  of  their  existing  national  registers  for  the 
purpose of this Directive. In order to ensure transparency especially for members of an 
ECBA  and  its  creditors,  if  applicable,  the  ECBA  certificate,  the  liquidation  and  the 
dissolution  of  an  ECBA  are  pieces  of  information  that  should  be  made  publicly 
available  for  a  maximum  of  6  months  after  the  dissolution  of  an  ECBA.  The 
interoperability solutions developed as part of the implementation of the Proposal for a 
Regulation of the European Parliament and of the Council laying down measures for a 
high  level  of  public  sector  interoperability  across  the  Union42  can  further  support 
Member  States  to  move  towards  cross-border  interoperability  of  their  registers.  To 
ensure that information about the existence of an ECBA is still available even after its 
dissolution, all data retained and stored in the register should be kept for 2 years after 
dissolution.  

(42)  Regulations  (EU)  2016/67943  and  (EU)  2018/172544  of  the  European  Parliament  and 
of  the  Council  apply  to  the  processing  of  personal  data  carried  out  in  the  context  of 

42 
43 

44 

COM(2022)720. 
Regulation  (EU)  2016/679  of  the  European  Parliament  and  of  the  Council  of  27  April  2016  on  the 
protection of natural persons with regard to the processing of personal data and on the free movement of 
such data and repealing Directive 95/46/EC (OJ L 119, 4.5.2016, p.1). 
Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the 
protection of natural persons with regard to the processing of personal data by the  Union institutions, 
bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 
45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39). 

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(43) 

this  Directive,  including  the  processing  of  personal  data  to  maintain  the  national 
register or registers on ECBAs and their legal representatives, to access personal data 
in  such  registers  and  to  exchange  personal  data  in  the  context  of  administrative 
cooperation and mutual assistance between Member States under this Directive, where 
applicable via the Internal Market Information System (IMI) established by Regulation 
(EU) No 1024/2012 of the European Parliament and of the Council45, and the keeping 
of records in accordance with this Directive..  

In order to enable ECBAs to reap the full benefits of the internal market and given that 
mobility  rights  are  directly  related  and  necessary  to  the  functioning  of  the  internal 
market,  ECBAs  should  be  able  to  transfer  their  registered  office  from  one  Member 
State to another. Such a transfer of registered office should not result in the dissolution 
of an ECBA in the home Member State or the creation of a new legal entity in the new 
home  Member  State,  or  affect  any  of  the  assets  or  liabilities,  including  any  terms 
contained in contracts, or credits, rights or obligations of an ECBA existing before the 
transfer.    In  the  case of  mobility,  Member States  should ensure the protection of the 
interests  of  the  ECBA’s  creditors  if  any.  To  ensure  protection  of  employees  of 
ECBAs, ECBAs should be required to inform them of any proposed transfer in good 
time and allow them to examine the draft terms of such transfer. Other provisions of 
Union  and  national  law  concerning  the  protection  of  employees,  such  as  Directive 
2002/14/EC of the European Parliament and of the Council46, may also be applicable. 

(44)  To  harmonise  the  procedure  of  transfer  of  registered  office  of  an  ECBA,  Member 
States  should  ensure  that  a  transfer  of  registered  office  is  decided  by  the  decision-
making body of the ECBA concerned. The ECBA should submit the request with the 
relevant  documents  to  the  competent  authority  of  the  Member  State  to  which  the 
transfer  is  to  be  made  and  inform  in  parallel  the  competent  authority  of  its  home 
Member  State  when  submitting  the  request  for  transfer.  Where  applicable,  the 
proposed statutes of the  ECBA should be amended according to the  requirements of 
the national law of the Member State to which the ECBA requests the transfer.  Upon 
transfer of the registered office, the ECBA becomes an ECBA under the national law 
of  the  new  home  Member  State.  This  change  of  applicable  law  ensuing  from  the 
transfer  of  the  registered  office  should  not  lead,  in  order  to  avoid  duplications,  the 
competent  authority  of  the  new  home  Member  State  to  verify  any  element  already 
verified during the registration in the previous Member State and harmonised by this 
Directive. The competent authority of the Member State to which the ECBA intends to 
transfer  the  registered  office  should  reject  the  request  of  transfer  only  where  the 
requirements  laid  down  in  national  law  transposing  this  Directive  are  not  met  and 
should not refuse it on other grounds. In particular, the competent authority should not 
reject  the  request  on  the  ground  of  non-compliance  with  requirements  under  its 
national law that could not have been a ground to reject the registration in accordance 
with Article 19. In order to facilitate the transfer of registered office of an ECBA in the 
internal market, the competent authority of the new home Member State should issue 
an  updated  certificate  in  accordance  with  paragraph  2  of  Article  21,  adapting  the 

45 

46 

Regulation (EU) No 1024/2012 of the European Parliament and of the Council of 25 October 2012 on 
administrative cooperation through the Internal Market Information System and repealing Commission 
Decision 2008/49/EC (OJ L 316, 14.11.2012, p. 1).  
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  -  Joint 
declaration of the European Parliament,  the  Council and the  Commission on employee representation 
(OJ L 80. 23.3.2002, p. 39).  

EN 

23 

  EN 

 
(45) 

unique registration number and the two-letter country code of the Member State where 
the ECBA’s office is transferred and the postal address of the registered office, as well 
as any other elements, if applicable.. 

In compliance with the freedom of assembly and of association, an ECBA should be 
dissolved only by decision of its members or by a decision of the competent authority 
of  the  home  Member  State.  Where  the  dissolution  of  an  ECBA  is  the  result  of  a 
decision of its members, it should be taken by two-thirds of the votes representing at 
least half of the total of the members during an extraordinary meeting. The dissolution 
of an ECBA may be involuntary by decision of the competent authority of the home 
Member State of the ECBA, as a last resort, only where an ECBA does not respect its 
non-profit purpose, where its activities constitute a threat to public order, or where the 
members  of  the  executive  body  of  an  ECBA  have  been  convicted  of  a  particularly 
serious criminal offence or the ECBA itself has been convicted of a criminal offence, 
if national law allows for this possibility. In this case, the competent authority should 
communicate to the ECBA a formal notice of its concerns and hear the ECBA in order 
to give the ECBA the opportunity to reply. 

(46)  The dissolution of the ECBA should lead to its liquidation. The liquidation of ECBAs 
should be compliant with Regulation (EU) 2015/848 of the European Parliament and 
of  the  Council  of  20  May  2015  on  insolvency  proceedings  (EIR  2105)47  which 
requires  that  the  law  applicable  to  insolvency  proceedings  and  their  effects  shall  be 
that of the Member State within the territory of which such proceedings are opened. In 
line with the non-profit purpose of ECBAs, any assets of a dissolved ECBA should be 
transferred to a non-profit entity carrying out a similar activity as the one carried out 
by the dissolved ECBA or transferred to a local authority which should utilise them for 
an activity like that pursued by the dissolved ECBA.  

(47)  To  enable  an  ECBA  to  prove  that  it  has  registered  within  a  Member  State  and  to 
further  facilitate  cross-border  procedures  and  simplify  and  reduce  formalities,  the 
competent  authorities  should,  as  the  final  step  of  the  registration  process,  issue  a 
certificate  (’ECBA  certificate’)  which  contains  the  essential  registration  information, 
including the name of an ECBA, the address of its registered office, and the names of 
the  legal  representatives.  To  facilitate  the  use  of  this  certificate  in  various  Member 
States  without  additional  adaptations  or  compliance  costs,  the  Commission  should 
establish a standardised template available in all languages of the Union. Therefore, in 
order  to  ensure  uniform  conditions  for  the  implementation  of  this  act,  implementing 
powers  should  be  conferred  on  the  Commission  to  produce  a  standardised  template 
including  in  relation  to  the  technical  specifications  of  the  template.  Those  powers 
should be exercised in accordance with Regulation (EU) No 182/2011 of the European 
Parliament  and  of  the  Council48.  Those  implementing  acts  should  be  adopted  in 
accordance with the examination procedure referred to in Article 5 of Regulation (EU) 
No 182/2011 of the European Parliament and of the Council. 

(48)  The  notion  of  ‘particularly  serious  crime’  should  be  defined  by  Member  States  and 
may include terrorism, trafficking in human beings and sexual exploitation of women 

47 

48 

Regulation  (EU)  2015/848  of  the  European  Parliament  and  of  the  Council  of  20  May  2015  on 
insolvency proceedings (EIR 2105), OJ L 141, 5.6.2015. 
Regulation  (EU)  No  182/2011  of  the  European  Parliament  and  of  the  Council  of  16  February  2011 
laying down the rules and general principles concerning mechanisms for control by Member States of 
the Commission’s exercise of implementing powers, OJ L 55, 28.02.2011. 

EN 

24 

  EN 

 
(49) 

and  children,  illicit  drug  trafficking,  illicit  arms  trafficking,  money  laundering, 
corruption, counterfeiting of means of payment, computer crime and organised crime. 

In  order  to  allow  Member  States  to  efficiently  implement  legal  provisions  of  this 
Directive  on  administrative  cooperation  and  facilitate  cooperation,  Member  States 
should use the Internal Market Information System (IMI). In particular, the competent 
authorities  should  use  IMI  to  notify  the  competent  authorities  of  the  other  Member 
States  when  a  new  ECBA  is  constituted,  including  when  a  non-profit  association 
converts  into  an  ECBA.  Where  a  competent  authority  receives  an  application  for 
registration, it should communicate through IMI with the competent authorities of the 
Member  State(s)  in  which  these  documents  have  been  issued  to  verify,  for  instance, 
their  lawfulness.  In  the  case  of  a  transfer  of  the  registered  office  of  an  ECBA,  the 
competent  authority  of  the  new  home  Member  State  should  notify  the  competent 
authorities of the other Member States of this transfer and update IMI with the relevant 
information. In the case of a dissolution, both voluntary or involuntary, the competent 
authority  should  also  notify  the  competent  authorities  of  the  other  Member  States  to 
inform them about the dissolution and to update IMI with the relevant information.  

(50)  Since the objectives of this Directive, namely improving the functioning of the internal 
market  by  removing  legal  and  administrative  barriers  for  non-profit  associations 
operating  in  more  than  one  Member  State,  cannot  be  sufficiently  achieved  by  the 
Member States alone and can rather be better achieved at Union level, the Union may 
adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 
TEU. In accordance with the principle of proportionality, as set out in that Article, this 
Directive does not go beyond what is necessary in order to achieve those objectives. 

(51)  The  European  Data  Protection  Supervisor  was  consulted  in  accordance  with  Article 
42(1) of Regulation (EU) 2018/1725 and delivered an opinion on 27 June 2023, 

HAVE ADOPTED THIS DIRECTIVE: 

Chapter 1  

General provisions 

Article 1 

Subject matter  

This Directive lays down measures coordinating the conditions for establishing and operating 
‘European cross-border associations’ (ECBAs), in order to facilitate the effective exercise by 
non-profit associations of their rights related to the freedom of establishment, free movement 
of capital, freedom to provide and receive services and free movement of goods in the internal 
market.   

Article 2 

Definitions  

For the purpose of this Directive, the following definitions apply: 

(a) 

“home  Member  State”  means  the  Member  State  in  which  the  ECBA  establishes  or 
transfers its registered office; 

EN 

25 

  EN 

(b) 

(c) 

(d) 

(e) 

1. 

2. 

3. 

4. 

5. 

“host Member State” means  a Member State  other than the home Member State  in 
which the ECBA operates;  

“non-profit purpose” means that, regardless of whether the association’s activities are 
of  an  economic  nature  or  not,  any  profits  generated  are  used  only  in  pursuit  of  the 
objectives of the ECBA as defined in its statutes and not to be distributed among its 
members; 

“non-profit association” means a legal entity under national law that is membership-
based, has a non-profit purpose and has legal personality; 

“ECBA  certificate”  means  a  certificate  issued  by  the  competent  authority  of  the 
home Member State, serving as evidence of the registration of an ECBA. 

Article 3 

European Cross-Border Association (ECBA) 

Each Member State shall establish in its legal system the legal form of the European 
cross-border  association  (ECBA).  Member  States  shall  ensure  that  an  ECBA  is  a 
membership-based  legal  entity,  constituted  by  means  of  voluntary  agreement  by 
natural persons that are Union citizens or legally resident in the EU or legal entities 
with a non-profit purpose legally established in the Union, with the exception of: 

(a) 

trade unions, political parties, religious  organisations and associations of such 
entities; 

(b)  persons who have been convicted of offences of money laundering, associated 

predicate offences, or terrorist financing; 

(c) 

persons  who  are  subject  to  measures  that  prohibit  their  activity  in  a  Member 
State  in  connection  with  money  laundering,  associated  predicate  offences,  or 
terrorist financing. 

Member States shall ensure that an ECBA shall  have a non-profit purpose and any 
profits  of  an  ECBA  shall  be  used  exclusively  for  the  pursuit  of  its  objectives,  as 
described in its statutes, without any distribution among its members.  

Member  States  shall  ensure  that  an  ECBA  shall  carry  out  or  have  in  its  statute  the 
objective  to  carry  out  activities  in  at  least  two  Member  States  and  have  founding 
members  with  links  to  at  least  two  Member  States,  either  based  on  citizenship  or 
legal  residence  in  the  case  of  natural  persons,  or  based  on  the  location  of  their 
registered office in the case of legal entities. 

Member States shall ensure that the name of the ECBA shall be preceded or followed 
by the acronym ‘ECBA’. 

Member States shall ensure that the registered office of an ECBA shall be located in 
the Union. 

EN 

26 

  EN 

1. 

2. 

3. 

4. 

1. 

2. 

1. 

Article 4 

Rules applicable to ECBAs 

For  all  matters  harmonised  by  this  Directive,  Member  States  shall  ensure  that  an 
ECBA shall be governed by the measures transposing this Directive in the Member 
State it is registered in or operates. 

For  further  matters  that  concern  the  establishment  or  operation  of  ECBAs,  each 
Member State shall ensure that the national rules applicable to the most similar non-
profit association in national law apply to ECBAs. 

The  rules  applicable  to  ECBAs  under  this  Directive  shall  not  affect  the  measures 
adopted by Member States on grounds of public policy and public security to prevent 
the  risk  of  misuse  of  non-profit  associations  and  to  ensure  transparency  of  certain 
capital movements when required by Union law or national law in compliance with 
Union law. 

By [two years after the entry into force of this Directive], each Member State shall 
identify  the  most  similar  legal  form  of  non-profit  association  in  its  domestic  legal 
order  as  referred  to  in  paragraph  2  and  notify  the  Commission  thereof  and  of  the 
national  rules  that  apply  to  that  legal  form.  Member  States  shall  notify  the 
Commission without delay of any changes regarding the legal forms identified and of 
any  changes  to  the  rules  applicable  to  them.  Member  States  and  the  Commission 
shall make the notified information referred to in this paragraph publicly available. 

 Article 5 

Legal personality and legal capacity 

Member  States  shall  ensure  that  an  ECBA  acquires  legal  personality  and  legal 
capacity  upon  registration  in  accordance  with  Article  19.  Member  States  shall 
recognise  the  legal  personality  and  legal  capacity  of  ECBAs  registered  in  another 
Member State, without requiring any further registration. 

Member  States  shall  ensure  that  an  ECBA  has  the  right  to  conclude  contracts  and 
perform  legal  acts,  be  a  party  to  legal  proceedings,  own  movable  and  immovable 
property, carry out economic activities, employ staff, receive, solicit and dispose of 
donations and other funds of any kind from any lawful source, participate in public 
tenders, and apply for public funding. 

Article 6 

Statutes 

Except for the rules laid down in paragraph 2 of this Article and in Articles 3, 7 and 
8,  the  home  Member  State  shall  not  lay  down  rules  restricting  an  ECBA’s  right  to 
determine its rules of operation, including rules concerning internal management and 
governance structures, unless the restricting rules are:  

(a) 

prescribed by law;  

(b) 

justified by overriding reasons in the public interest;  

EN 

27 

  EN 

(c) 

appropriate for ensuring the attainment of the objective pursued and do not go 
beyond what is necessary in order for it to be attained.  

2. 

Member  States  shall  ensure  that  the  statutes  of  an  ECBA  include  the  following 
information: 

(a) 

the name of the ECBA;  

(b) 

a detailed description of its objectives and a statement of its non-profit purpose; 

(c) 

the  names  and  addresses  of  the  founding  members,  where  they  are  natural 
persons, and the names of the legal representatives and registered office of the 
founding members, where they are legal entities; 

(d)  where a founding member is a legal entity, a detailed description of its statutes 

(e) 

(f) 

(g) 

and a detailed description of its non-profit purpose; 

the address of the ECBA’s registered office; 

the assets of the ECBA at the time of its registration; 

the conditions and procedures for the admission,  exclusion and resignation of 
members; 

(h) 

the rights and obligations of members; 

(i) 

(j) 

provisions governing composition, functioning, powers and responsibilities of  
the decision-making body and the executive body; 

provisions governing appointment, removal, powers and responsibilities of the 
members of the executive body; 

(k) 

the majority and quorum requirements applicable to the decision-making body;  

(l) 

the procedure to amend the statutes; 

(m) 

the duration of the existence of the ECBA, where it is of a limited duration; 

(n) 

the method of disposition of the ECBA’s assets in the event of dissolution.  

Article 7 

Governance 

1. 

2. 

3. 

Member  States  shall  ensure  that  ECBAs  have  a  decision-making  body  and  an 
executive body. 

Member  States  shall  ensure  that  only  natural  persons  that  are  Union  citizens  or 
legally resident in the Union and legal entities with a non-profit purpose established 
in the Union, through their representatives, may be members of the executive body of 
an  ECBA.  The  executive  body  of  an  ECBA  shall  be  composed  of  a  minimum  of 
three persons.  

Member  States  shall  ensure  that  natural  persons  who  have  been  convicted  of  a 
particularly serious criminal offence are not to be members of the executive body or 
representatives of a legal entity that is a member of the executive body.  

EN 

28 

  EN 

Article 8 

Membership   

1. 

2. 

Member States shall ensure that each member of an ECBA has one vote. 

Member States shall ensure that members of an ECBA are not personally liable for 
acts or omissions of the ECBA. 

Chapter 2  

Rights and prohibited restrictions 

Article 9 

Equal treatment 

Each Member State shall ensure that in any aspect of their operations, ECBAs are not treated 
less favourably  than  the  non-profit association  in  national  law  identified  pursuant  to  Article 
4(4). 

Article 10 

Non-discrimination 

Member  States  shall  ensure  that,  within  the  ambit  of  application  of  this  Directive,  public 
authorities do not discriminate against any group or individual on any grounds, such as birth, 
age,  colour,  sex  and  gender,  sexual  orientation,  gender  identity,  health  conditions, 
immigration or residency status, genetic features, language, national,  ethnic or social origin, 
political  or  any  other  opinion,  physical  or  mental  disability,  membership  of  a  national 
minority, property, race, religion or belief, or other status.  

Article 11 

Judicial review 

Member  States  shall  ensure  that  all  decisions  of  competent  authorities  on  their  territory 
affecting the rights and obligations of ECBAs, or the rights and obligations of other persons in 
connection to the operations of ECBAs, are subject to effective judicial review, in compliance 
with Article 47 Charter of Fundamental Rights of the Union. 

Article 12 

Single registration  

1. 

Member  States  shall  ensure  that  an  ECBA  shall  only  be  required  to  register  once. 
Registration shall take place in accordance with Articles 18 and 19.  

EN 

29 

  EN 

 
2. 

3. 

1. 

2. 

1. 

2. 

Member  States  shall  not  require  registered  ECBAs  to  make  a  declaration,  provide 
information, or request or obtain authorisations for engaging in particular activities, 
unless such requirements are: 

(a) 

prescribed by law;  

(b) 

justified by overriding reasons in the public interest;  

(c) 

appropriate for ensuring the attainment of the objective pursued and do not go 
beyond what is necessary in order for it to be attained.  

Paragraph 1 shall not affect requirements to make a declaration, provide information, 
request  or  obtain  authorisations  for  engaging  in  particular  activities  provided  by 
Union law or national provisions implementing Union law. 

Article 13 

Funding 

Member  States  shall  ensure  that  an  ECBA,  regardless  of  the  Member  State  of 
registration, has free and non-discriminatory access to funding from a public source, 
in compliance with the general principles of EU law.  

Member States shall not impose any restrictions on an ECBA’s ability to provide or 
receive  funding,  including  donations,  from  any  lawful  source,  except  to  the  extent 
that such restrictions are:  

(a) 

prescribed by law;  

(b) 

justified by overriding reasons in the public interest;  

(c) 

appropriate for ensuring the attainment of the objective pursued and do not go 
beyond what is necessary in order for it to be attained. 

Article 14 

Provision of services and trade in goods 

Member States shall ensure that ECBAs are free to establish, to provide and receive 
services,  and  to  exercise  the  free  movement  of  goods  in  the  internal  market  in 
compliance with EU law. 

Without prejudice to provisions of other acts of Union law, Member States shall not 
impose  any  restrictions  on  the  activities  referred  to  in  paragraph  1,  unless  such 
restrictions are:  

(a) 

prescribed by law;  

(b) 

justified by overriding reasons in the public interest;  

(c) 

appropriate for ensuring the attainment of the objective pursued and do not go 
beyond what is necessary in order for it to be attained.  

Article 15 

Prohibited restrictions 

Member States shall ensure that an ECBA is not subject to any of the following requirements: 

EN 

30 

  EN 

 
 
(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

– 

– 

– 

1. 

2. 

3. 

requirements  based  directly  or  indirectly  on  nationality  or  residence  of  natural 
persons that are members of the ECBA or its executive body, except as provided for 
by this Directive;  

a requirement of physical presence of members of the ECBA, its executive body or 
its decision-making body for the validity of any meeting; 

a requirement to have its central administration or its principal place of operation in 
the same Member State as its registered office; 

a  requirement  whereby  a  host  Member  State  subjects  the  recognition  of  an  ECBA 
registered  in  another  Member  State  to  the  condition  of  reciprocity  as  regards  the 
recognition of its ECBAs in that other Member State; 

a requirement for an ECBA to have been registered in the home Member State for a 
given period in order to operate in the host Member State; 

a  requirement  of  an  authorisation  or  approval  by  a  Member  State  authority  as  a 
condition for receiving donations from a source within the Union; 

the following restrictions on the exercise of economic activities, whether carried out 
on a regular or on an occasional basis: 

(i) general prohibitions on carrying out economic activities;  

(ii) allowing ECBAs to carry out economic activities only if such activities are linked 
to the objectives described in their statutes; 

(iii) requiring that the pursuit of an economic activity is not the primary objective or 
activity of the ECBA. 

Chapter 3  

Constitution and registration   

Article 16 

Constitution 

Member States shall ensure that an ECBA is constituted upon registration. 

Member  States  shall  ensure  that  an  ECBA  has  a  minimum  of  three  founding 
members.  

Member  States  shall  ensure  that  the  founding  members  express  their  intention  to 
constitute an ECBA either by written agreement between them or by an agreement at 
the constitutive meeting of the ECBA that is recorded in the written minutes; to that 
end, such an agreement or minutes shall be duly signed by the founding members.  

Article 17 

Conversion of non-profit associations into an ECBA 

1. 

Member States shall ensure that non-profit associations established in the Union may 
convert into an ECBA within the same Member State. 

EN 

31 

  EN 

2. 

3. 

4. 

5. 

6. 

1. 

2. 

3. 

Member States shall ensure that any conversion is approved by the decision-making 
body of the converting entity. 

Member States shall ensure the conversion shall not  result in  the dissolution  of the 
non-profit  association  that  is  converting  or  any  loss  of  interruption  of  its  legal 
personality.  

Member States shall ensure that all assets and liabilities are transferred to the newly 
constituted ECBA.  

Member States shall ensure that the conversion shall take effect upon registration of 
the newly constituted ECBA in accordance with Article 19.  

Member States shall ensure that the entry concerning the non-profit association that 
has converted is removed from any register.  

Article 18 

Application for registration 

Member  States  shall  ensure  that  an  application  for  registration  of  an  ECBA  is 
submitted  to  the  competent  authority  of  the  Member  State  in  which  the  ECBA 
intends  to  have  its  registered  office.  The  application  shall  be  accompanied  by  the 
following  documents  and  information,  provided  in  an  official  language  of  that 
Member State or any other language allowed under the law of that Member State: 

(a) 

the name of the ECBA; 

(b) 

the statutes of the ECBA; 

(c) 

(d) 

(e) 

(f) 

the  postal  address  of  the  intended  registered  office  and  an  electronic  mail 
address; 

the  names  and  addresses,  and  any  other  information  necessary  in  accordance 
with  the applicable national  law for their identification, of persons authorised 
to represent the ECBA in dealings with third parties and in legal proceedings 
and an indication whether those persons may do so alone or are required to act 
jointly; 

the written agreement of the founding members or minutes of the constitutive 
meeting  of  the  ECBA  containing  such  an  agreement,  duly  signed  by  the 
founding members, or the decision to convert referred in Article 17; 

a  declaration  by  the  members  of  the  executive  body  that  they  have  not  been 
disqualified from serving as a board member on the comparable bodies of non-
profit associations or of companies. 

Member States shall not require documents or information other than those listed in 
this paragraph.  

Notwithstanding  paragraph  3,  Member  States  shall  ensure  that,  for  the  purpose  of 
registration,  an  application  is  complete  when  it  contains  the  documents  and 
information set out in paragraph 1. 

By way of derogation from the second subparagraph of paragraph 1, Member States 
may  adopt  rules  allowing  the  competent  authority  to  request  documents  or 
information  additional  to  those  referred  to  in  paragraph  1  by  written  decision 
addressed  to  the  person  authorised  to  represent  the  ECBA  referred  to  in  Article 

EN 

32 

  EN 

18(1), point (d), setting out a duly substantiated concern that the objectives described 
in  the  statutes  of  the  ECBA  would  contravene  Union  law  or  provisions  of  national 
law compliant with Union law, where those documents or information are necessary.  

4. 

Member States shall ensure that the application for registration of an ECBA may be 
submitted online. 

1. 

2. 

3. 

4. 

Article 19 

Registration procedure 

Member States shall ensure that registration of an ECBA takes place within 30 days 
from the submission of a complete application and is valid throughout the Union. 

Member States shall ensure that the competent authority of the home Member State 
notifies, without delay,  the competent  authorities of  all the other Member States of 
any new registration of an ECBA.  

Where  the  information  provided  for  the  purposes  of  registration  is  incomplete  or 
contains manifest errors, the competent authority shall ask the ECBA to complete or 
rectify its submission within a reasonable period of time, which shall not be less than 
15 days from the date when the competent authority contacts the person authorised to 
represent the ECBA referred to in Article 18(1), point (d).  

Notwithstanding paragraph 1 of this Article, Member States shall ensure that, upon 
receipt  of  a  complete  application  pursuant  to  paragraph  1  of  this  Article,  the 
competent authority verifies the application to register an ECBA and that it rejects it 
only where: 

(a) 

(b) 

(c) 

(d) 

the application fails to comply with the requirements set out in Article 3; 

the application is not completed or rectified within the period of time set out in 
paragraph 3 of this Article; 

the identities of the legal representatives of the ECBA could not be verified or 
have been ascertained to have been falsified; 

the competent  authority determines, after having  taken  the decision  set  out  in 
Article 18(3) and assessed all documents and information provided in response 
to  that  decision,  that  the  objectives  described  in  the  statutes  of  the  ECBA 
would  contravene  Union  law  or  provisions  of  national  law  compliant  with 
Union law; 

(e)  where  any  person  authorised  to  represent  the  ECBA  referred  to  in  Article 
18(1), point (d) or any member of the executive body, has been convicted of a 
particularly serious criminal offence. 

A decision refusing registration shall be in writing, duly reasoned and addressed to 
the person authorised to represent the ECBA referred to in Article 18(1), point (d).   

5. 

Where the competent authority decides to reject the application or has not reached a 
decision  within  30  days  of  the  submission  of  the  complete  application,  Member 
States  shall  ensure  that  that  decision,  or  the  lack  of  such  decision,  is  subject  to 
effective judicial review. 

EN 

33 

  EN 

1. 

2. 

3. 

4. 

5. 

6. 

1. 

Article 20 

Register  

Each  Member  State  shall  establish  a  register  for  the  purposes  of  registration  of 
ECBAs pursuant to Article 19.  

Member States shall ensure that the following documents and information are stored 
in the register and up-to-date: 

(a) 

the statutes of an ECBA; 

(b) 

a copy of the ECBA certificate pursuant to Article 21; 

(c) 

the  names  and  addresses,  and  any  other  information  necessary  in  accordance 
with  the applicable national  law for their identification, of persons authorised 
to represent the ECBA in dealings with third parties and in legal proceedings 
and an indication whether those persons may do so alone or are required to act 
jointly; 

(d) 

the liquidation and dissolution of an ECBA. 

Member States shall ensure that registered ECBAs notify the competent authority of 
their home Member State about changes to the information held in the register within 
30 days from such change. 

Member State shall ensure that the following information is made publicly available 
in an online version of the register: 

(a) 

the ECBA certificate pursuant to Article 21; 

(b) 

the liquidation of an ECBA; 

(c) 

the dissolution of an ECBA. 

Member  States  shall  ensure  that  the  documents  and  information  referred  to  in 
paragraph 4 are not publicly available for longer than 6 months after the dissolution 
of an ECBA. 

Member States shall ensure that personal data are not retained in the register after the 
dissolution of an ECBA for longer than 2 years.  

Article 21 

Contents of the ECBA certificate 

Member State shall ensure that the competent authorities issue the ECBA certificate, 
both  digitally  and  in  paper  form  within  5  days  from  the  registration  of  an  ECBA. 
Member States shall ensure that he ECBA certificate is recognised as evidence of the 
registration  of  the  ECBA.  The  ECBA  certificate  shall  include  the  following 
information: 

(a) 

the unique registration number of the ECBA and the two-letter country code of 
the home Member State; 

(b) 

the date of registration of the ECBA; 

(c) 

the date of any transfer of the registered office of the ECBA 

(d) 

the name of the ECBA; 

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2. 

(2) 

1. 

2. 

3. 

4. 

(e) 

the postal  address of the registered office, and the electronic  mail  address,  of 
the ECBA; 

(f) 

the objectives of the ECBA as set out in its statutes. 

Upon  notification  from  the  person  authorised  to  represent  the  ECBA  referred  to  in 
Article 18(1), point (d) that the information listed in paragraph 1 of this Article has 
changed, Member States shall issue an updated ECBA certificate, both digitally and 
in paper form, within 5 days from the notification of those changes.  

To  facilitate  the  use  of  the  ECBA  certificate  in  all  Member  States,  harmonise  its 
format  and  reduce  the  administrative  burden  for  both  Member  States  competent 
authorities  and  ECBAs, the  Commission  shall  establish  the  template  for  the  ECBA 
certificate  and  its  technical  specifications  by  means  of  an  implementing  act.  That 
implementing  act  shall  be  adopted  in  accordance  with  the  examination  procedure 
referred to in Article 30(2).  

Chapter 4  

Mobility 

Article 22 

Transfer of registered office 

Member  States  shall  ensure  that  an  ECBA  have  the  right  to  transfer  its  registered 
office from one Member State to another.  

Member States shall ensure that the transfer referred to in paragraph 1 shall not result 
in the dissolution of the ECBA or the creation of a new legal person in the Member 
State to which its office is transferred. Member States shall ensure that the transfer of 
the  registered  office  shall  not  affect  any  of  the  assets  or  liabilities  of  the  ECBA 
existing  before  the  transfer,  including  any  terms  contained  in  contracts,  or  credits, 
rights and obligations. 

Member  States  shall  ensure  that  the  transfer  takes  effect  on  the  date  of  the 
registration of the ECBA in the home Member State to which it is transferred.  

By way of derogation to paragraph 1 of this Article, Member States shall ensure that 
the competent authority of the Member State to which the ECBA intends to transfer 
its registered office does not permit the transfer in any of the following cases: 

(a)  where  the  ECBA  does  not  comply  with  the  requirements  of  Article  3, 

paragraph 1, paragraph 2 or paragraph 3;  

(b)  where  a  decision  referred  to  in  Article  24(2)  has  been  taken  or  where  a 

reasoned notice referred to in Article 25(3) has been issued;  

(c)  when insolvency are pending; 

(d)  where  the  persons  authorised  to  represent  the  ECBA  referred  to  in  Article 
18(1),  point  (d),  any  member  of  the  executive  body  or  the  ECBA  itself,  if 
national  law provides  for this possibility,  are the subject  of proceedings  for a 
particularly serious criminal offence in the previous home Member State.  

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1. 

2. 

3. 

4. 

5. 

Article 23 

Procedure of transfer of the registered office 

Without prejudice to any provisions in force more favourable to employees based on 
national or Union law, Member States shall ensure that the employees of an ECBA 
willing  to  transfer  its  registered  office  are  informed  of  the  potential  transfer  and 
entitled,  in  good  time  and  at  least  one  month  before  the  extraordinary  meeting 
referred to in paragraph 2, to examine the draft of the decision approving the transfer 
of registered office referred to in paragraph 2. 

Member  States  shall  ensure  that  the  transfer  of  the  registered  office  needs  to  be 
adopted by the decision-making body of the ECBA in an extraordinary meeting. That 
decision  shall  be  taken  by  two  thirds  of  the  votes,  representing  at  least  half  of  all 
members.  

Member  States  shall  ensure  that  the  decision-making  body  of  the  ECBA  submits  a 
request  for  transfer  of  registered  office  to  the  competent  authority  of  the  Member 
State  to  which  it  wishes  to  transfer  its  registered  office  and  informs  the  competent 
authority  of  its  home  Member  State  of  that  request.  The  request  shall  include  the 
following: 

(a) 

the decision of the decision-making body of the ECBA approving the transfer; 

(b) 

the ECBA certificate; 

(c) 

the proposed address of  the ECBA’s registered office in the Member State to 
which it is transferred; 

(d) 

the statutes of the ECBA, specifying, if applicable, its new name; 

(e) 

(f) 

the proposed date for the transfer;  

a  report  explaining  the  safeguards  for  creditors  and  employees,  if  applicable 
under Union or national law.  

Member  States  may  adopt  rules  allowing  the  competent  authority  of  the  Member 
State to which the ECBA wishes to transfer its registered office to request documents 
or  information  additional  to  those  set  out  in  paragraph  3  by  written  decision 
addressed  to  the  person  authorised  to  represent  the  ECBA  referred  to  in  Article 
18(1), point (d) setting out a duly substantiated concern that the objectives described 
in  the  statutes  of  the  ECBA  would  contravene  provisions  of  national  law  of  that 
Member  State,  where  those  documents  or  information  are  necessary  to  assess  that 
matter.  

Member States shall ensure that the competent authority of the Member State where 
the  ECBA  intends  to  transfer  its  registered  office  is  authorised  to  decide  on  the 
request  to  transfer.  That  competent  authority  shall  only  be  entitled  to  reject  the 
request where: 

(a) 

the requirements set out in paragraph 2 of this Article are not met; 

(b)  where the request does not include all the elements required under paragraph 3; 

(c)  where one of the situations set out in Article 22(4) occurs; 

(d) 

the competent authority determines, after having taken a decision as set out in 
this  paragraph  and  assessed  all  documents  and  information  provided  in 

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6. 

7. 

8. 

9. 

10. 

response  to  that  decision,  that  the  objectives  described  in  the  statutes  of  the 
ECBA would contravene national law compliant with Union law. 

The  competent  authority  shall  adopt  the  decision  referred  to  in  paragraph  5  of  this 
Article within 30 days from reception of the request for transfer of registered office 
referred to in paragraph 3. 

Notwithstanding  paragraph  6,  Member  States  shall  ensure  that  the  transfer  takes 
place within 30 days from the submission of a complete application. 

Where  the  information  provided  for  the  purposes  of  transfer  is  incomplete  or 
contains manifest errors, the competent authority shall ask the ECBA to complete or 
rectify its submission within a reasonable period of time, which shall not be less than 
15 days from the date when the competent authority contacts the person authorised to 
represent the ECBA referred to in Article 18(1), point (d). 

Member States shall ensure that the  competent  authority  of the  new home  Member 
State registers the ECBA and updates the ECBA certificate as regards the elements 
listed in paragraph 1 of Article 21.  

Member States shall ensure that the competent authority of the home Member State 
following  the  transfer  of  the  registered  office  notifies  the  competent  authorities  of 
other Member States of the transfer of registered office without delay. Upon receipt 
of this notification, the competent authority of the previous home Member State shall 
remove the ECBA from the register following receipt of that notification.  

Chapter 5 

Dissolution 

Article 24 

Voluntary dissolution  

1. 

Member States shall ensure that an ECBA shall only be dissolved by decision of its 
members and only in the following cases: 

(a) 

the objective of the ECBA has been achieved; 

(b) 

the time for which it was set up has expired; 

(c) 

for any reason in accordance with its statutes. 

2. 

Member  States  shall  ensure  that  the  decision-making  body  of  the  ECBA  shall  be 
entitled  to  dissolve  an  ECBA  only  by  decision  taken  by  two-thirds  of  the  votes, 
representing at least half of the total of members, during an extraordinary meeting.  

Member States shall ensure that upon liquidation of the ECBA as provided for in Article 28 
the competent authority shall remove the ECBA from the register only when the liquidation is 
completed and that the relevant information in IMI is updated accordingly. 

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1. 

2. 

3. 

4. 

5. 

6. 

1. 

2. 

Article 25 

Involuntary dissolution  

By  way  of  derogation  to  Article  26(1),  Member  States  shall  ensure  that  an  ECBA 
may only be involuntarily dissolved by the competent authority of the home Member 
State)  in  the  circumstances  and  according  to  the  conditions  provided  for  in  this 
Article. 

Member States may provide for the involuntary dissolution of an ECBA only on the 
basis of one of the following reasons: 

(a) 

(b) 

(c) 

non-compliance of the ECBA with the non-profit purpose; 

a serious threat to public order or public security caused by the activities of the 
ECBAs; 

a conviction for a serious criminal offence of the ECBA or of the members of 
its executive body; 

Where  the  competent  authority  has  concerns  that  one  of  the  reasons  referred  to  in 
paragraph  2  of  this  Article  exists,  it  shall  give  a  reasoned  notice  to  the  ECBA  in 
writing  of  its  concerns  and  give  reasonable  time  to  the  ECBA  to  provide  replies 
regarding those concerns. 

Member States shall ensure that where, after having duly examined the replies by the 
ECBA  pursuant  to  paragraph  3  of  this  Article,  the  competent  authority  determines 
that the ECBA must be dissolved because one of the reasons referred to in paragraph 
2 of this Article has been ascertained, it shall adopt a written decision to that effect. 
A decision to dissolve an ECBA may only be taken where there are no less restrictive 
measures capable of addressing the concerns raised by the competent authority. 

Member States shall ensure that the decision referred to in paragraph 4 of this Article 
is  reasoned,  subject  to  effective  judicial  review,  and  does  not  take  effect  while 
judicial review is pending. 

Member States shall ensure that the competent  authority  shall  inform  the  ECBA of 
its decision and shall remove the ECBA from the register in due time only after the 
decision  referred  to  in  paragraph  4  has  taken  effect  and  after  the  liquidation  of  the 
ECBA  as  provided  for  in  Article  26  has  been  completed.  The  competent  authority 
shall  notify  the  competent  authorities  of  the  Member  States  of  the  relevant 
information. 

Article 26 

Liquidation in case of dissolution 

Member  States  shall  ensure  that  the  dissolution  of  an  ECBA  as  provided  for  by 
Articles 24 and 25 entails its liquidation.  

Member  States  shall  ensure  that  any  assets  of  the  dissolved  ECBA  remaining  after 
financial interests of possible creditors are discounted are transferred to a non-profit 
entity  carrying  out  a  similar  activity  as  the  dissolved  ECBA  or  that  the  assets  are 
transferred to a local authority, which is obliged to utilise them for an activity that is 
similar to the one pursued by the dissolved ECBA. 

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Chapter 6 

Application and administrative cooperation 

Article 27 

Competent authorities 

Each Member States shall designate the competent authority (‘competent authority’) 
responsible for the application of this Directive.   

Member States shall notify the Commission of the names of the competent authority 
designated  pursuant  to  paragraph  1.  The  Commission  shall  publish  a  list  of  the 
designated competent authorities. 

Member  States  shall  notify  the  Commission  of  the  names  and  tasks  of  other 
competent authorities established or designated for the purposes of the national rules 
applicable to the most similar non-profit association in their domestic legal order, as 
identified pursuant to Article 4(4), if applicable. 

Article 28 

Administrative cooperation  

The  competent  authorities  of  Member  States  shall  cooperate  with  and  assist  each 
other  in  an  effective  and  efficient  way  for  the  purposes  of  the  application  of  the 
provisions of this Directive. 

The  administrative  cooperation  and  the  exchanges  of  information  between  the 
competent authorities pursuant to Article 17, Article 18, Article 19(2), Article 19(4), 
Article 23(5), Article 23(6), Article 23(7), Article 24(3), Article 25(6) and Article 27 
shall take place in accordance with Regulation (EU) No 1024/2012. 

Member States shall ensure that information recorded in IMI is kept up to date and 
they  shall 
information 
communicated in accordance with Regulation (EU) No 1024/2012. 

inform  each  other  about 

the  changes  of  previous 

1. 

2. 

3. 

1. 

2. 

3. 

Article 29 

Reporting   

By [seven years after transposition deadline] at the latest, and every five years thereafter, the 
Commission shall report to the European Parliament and to the Council on the  transposition 
and  application  of  this  Directive.  To  that  end,  the  Commission  may  request,  to  the  extent 
possible  through  digital  tools,  Member  States  to  share  aggregated  data  concerning  ECBAs 
registered in their territory. 

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Chapter 7 

Final provisions 

Article 30 

Committee procedure 

1. 

2. 

1. 

2. 

3. 

The  Commission  shall  be  assisted  by  a  Committee.  That  Committee  shall  be  a 
committee within the meaning of Article 3(2) of the Regulation (EU) No 182/2011.  

Where  reference  is  made  to  this  paragraph,  Article  5  of  Regulation  (EU)  No 
182/2011 shall apply. 

Article 31 

Transposition 

Member  States  shall  adopt  and  publish  the  laws,  regulations,  and  administrative 
provisions  necessary  to  comply  with  this  Directive  by  [2  years  from  the  entry  into 
force  of  this  Directive].  They  shall  immediately  communicate  the  text  of  those 
measures to the Commission.   

When  Member  States  adopt  those  measures,  they  shall  contain  a  reference  to  this 
Directive  or  shall  be  accompanied  by  such  a  reference  on  the  occasion  of  their 
official publication. Member States shall determine how such reference is to be made 
and how that statement is to be formulated.   

Member States shall communicate to the Commission the text of the main measures 
of national law which they adopt in the field covered by this Directive.      

Article 32 

Entry into force 

This Directive shall enter into force on the twentieth day following that of its publication in 
the Official Journal of the European Union. 

Article 33 

Addresses 

This Directive is addressed to the Member States.  

Done at Brussels, 

For the European Parliament 
The President 

For the Council 
The President 

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LEGISLATIVE FINANCIAL STATEMENT 

FRAMEWORK OF THE PROPOSAL/INITIATIVE 

Title of the proposal/initiative 

Policy area(s) concerned 

The proposal/initiative relates to: 

Objective(s) 

1. 

1.1. 

1.2. 

1.3. 

1.4. 

1.4.1.  General objective(s) 

1.4.2. 

Specific objective(s) 

1.4.3.  Expected result(s) and impact 

1.4.4. 

Indicators of performance 

1.5. 

Grounds for the proposal/initiative 

1.5.1.  Requirement(s) to be met in the short or long term including a detailed timeline for 

roll-out of the implementation of the initiative 

1.5.2.  Added  value  of  Union  involvement  (it  may  result  from  different  factors,  e.g. 
coordination gains, legal certainty, greater effectiveness or complementarities). For 
the purposes of this point 'added value of Union involvement' is the value resulting 
from  Union  intervention,  which  is  additional  to  the  value  that  would  have  been 
otherwise created by Member States alone. 

1.5.3.  Lessons learned from similar experiences in the past 

1.5.4.  Compatibility  with  the  Multiannual  Financial  Framework  and  possible  synergies 

with other appropriate instruments 

1.5.5.  Assessment  of  the  different  available  financing  options,  including  scope  for 

redeployment 

1.6. 

Duration and financial impact of the proposal/initiative 

1.7.  Method(s) of budget implementation planned 

2. 

MANAGEMENT MEASURES 

2.1.  Monitoring and reporting rules 

2.2.  Management and control system(s) 

2.2.1. 

2.2.2. 

Justification of the management mode(s), the funding implementation mechanism(s), 
the payment modalities and the control strategy proposed 

Information concerning the risks identified and the internal control system(s) set up 
to mitigate them 

2.2.3.  Estimation and justification of the cost-effectiveness of the controls (ratio of "control 
costs ÷ value of the related funds managed"), and assessment of the expected levels 
of risk of error (at payment & at closure) 

2.3.  Measures to prevent fraud and irregularities 

3. 

ESTIMATED FINANCIAL IMPACT OF THE PROPOSAL/INITIATIVE 

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3.1. 

Heading(s)  of  the  multiannual  financial  framework  and  expenditure  budget 
line(s) affected 

3.2. 

Estimated financial impact of the proposal on appropriations 

3.2.1. 

Summary of estimated impact on operational appropriations 

3.2.2.  Estimated output funded with operational appropriations 

3.2.3. 

Summary of estimated impact on administrative appropriations 

3.2.3.1.  Estimated requirements of human resources 

3.2.4.  Compatibility with the current multiannual financial framework 

3.2.5.  Third-party contributions 

3.3. 

Estimated impact on revenue 

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1. 

FRAMEWORK OF THE PROPOSAL/INITIATIVE  

1.1. 

Title of the proposal/initiative 

Proposal for a Directive of the European Parliament and of the Council on European 
Cross-Border Associations 

1.2. 

Policy area(s) concerned  

Internal market and social economy 

1.3. 

The proposal/initiative relates to:  

x a new action  

¨ a new action following a pilot project/preparatory action49  

¨ the extension of an existing action  

¨ a merger or redirection of one or more actions towards another/a new action  

1.4. 

Objective(s) 

1.4.1.  General objective(s) 

The general  objective of this initiative is  to  improve the functioning  of the  internal 
market by removing administrative and regulatory barriers for non-profit associations 
operating across borders in order to unleash their full potential to generate economic 
and societal value in the EU.     

1.4.2. 

Specific objective(s) 

Specific objective No 1  

Improve  possibilities  for  a  non-profit  association  to  have  its  legal  personality 
recognised in other Member States, thereby ensuring equal treatment in the internal 
market. 

Specific objective No 2 

Reduce the regulatory formalities for non-profit associations operating in more than 
one Member State. 

1.4.3.  Expected result(s) and impact 

Specify the effects which the proposal/initiative should have on the beneficiaries/groups targeted. 

A policy intervention at EU level would reduce existing barriers for the cross-border 
activities  and  mobility  of  non-profit  associations  in  the  EU.  The  expected  impacts 
are:  

For Member States 

Changes  to  set  up  at  national  level  this  new  legal  form  designed  for  cross-border 
purposes  will  cause  costs  of  adjustment  and  costs  of  compliance/administrative 
burden for competent authorities varying on the magnitude of these changes.  

Non-profit associations  operating across-borders currently need to register or create 
secondary  establishment  in  the  Member  States  in  which  they  wish  to  expand  and 

49 

As referred to in Article 58(2)(a) or (b) of the Financial Regulation. 

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depending  on  the  scope  of  their  activities.  The  proposal  is  expected  to  remove  this 
requirement  regarding  the  establishment  and  recognition  of  legal  personality  and 
capacity  and  will  consequently  reduce  the  burden  on  public  authorities  in  the  long 
run.  In  the  short  term,  introducing  a  new  legal  form  will  require  competent 
authorities  to  familiarise  themselves  with  the  new  framework  and  assure  a  proper 
registration.  

Considering  one-off  costs  for  adapting  registration  procedures  and  registers,  costs 
depend on the need for adaptation of current registers or for setting up a new (online) 
register. Member States will have the flexibility whether to adapt existing registers or 
establish  new  ones,  while  they  will  be  required  to  offer  the  option  of  online 
registration in case of a newly created legal form. It should be noted that in Member 
States  where  no  association-specific  register  is  established,  other  mechanisms  exist 
(or  can  be  used)  to  make  sure  that  non-profit  associations  can  register.  The  impact 
assessment  to  support  the  legislative  proposal  has  shown  that  on  average  up  to 
EUR 100 000 per Member State additional one-off costs of the adaptation could be 
expected. Consequently, this is not deemed to be particularly burdensome, since once 
this  adjustment  is  implemented,  the  public  authority  is  expected  to  return  to  its 
business  as  usual.  Hence,  no  significant  additional  annual  running  costs  can  be 
expected.  

In those Member  States  where registers need to  be established, converted or a new 
“registration  line”  should  be  created  in  an  existing  register,  it  would  be 
recommendable  to  promote  digital  registers.  The  impact  assessment  estimates  the 
costs  of  online  registration  tool  (assuming  a  register  already  exists)  range  between 
EUR 42 000 and EUR 270 000, based on known cases.  In the short to medium term, 
competent  authorities  may  be  required  to  invest  in  acquisition  of  such  tools  and 
adjust processes including training of staff. Adaptation and annual maintenance costs 
for digital registries in Member States are found as non-significant.  

This  proposal  also  encourages  measures  to  assure  interoperability  of  national 
registers with existing EU level tools such as the Single Digital Gateway in order to 
allow  for  automated  data  access  and  exchange,  and/or  the  use  of  agreed  minimum 
standards  to  ensure  comparability  of  data  and  the  Internal  Market  Information 
System (IMI) to foster administrative cooperation among competent authorities.  

Finally, Member States would need to set up awareness-raising activities to make the 
new legal form at national level better known.  

For the European Commission 

The cost for the European Commission to gather and add information  to the Single 
Digital Gateway / Your Europe portal is estimated at a one-off cost of EUR 300 000 
(Single Market Programme) to cover the extra expenditure needed to add information 
for non-profit associations and yearly cost of EUR 100 000 for the maintenance.  

The European Commission will also have to budget the costs necessary to adapt the 
Internal  Market  Information  System  to  allow  for  the  administrative  cooperation 
among the competent authorities in the Member States provided for by this proposal. 
This is estimated at a yearly cost of EUR 125 000 (Single Market Programme).  

For non-profit associations / SMEs:  

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The  initiative  does  not  impose  new  administrative  obligations  on  non-profit 
associations, including non-profit associations that qualify as SMEs (bearing in mind 
that associations  engaged in  economic activities fall within the  definition of micro, 
small and medium-sized enterprises).  

The    aim  is  to  remove  barriers  to  non-profit  associations’  activities  across  borders. 
As  small  non-profit  associations  have  typically  fewer  resources  and  capabilities  to 
overcome existing barriers, adjustments to entry and operate are expected to have a 
positive impact on the competitive position of SME size non-profit associations.  

It  is  expected  to  lower  launch  costs  as  well  as  the  recurrent  costs  of  non-profit 
associations operating across borders: 

• 
the excess launch costs for new cross- border operation  will be reduced by an 
estimate  of  EUR 2 150  per  launch.  Within  the  assessed  15-year  time  frame,  this 
excess cost reduction could potentially amount up to EUR 378 million. 

• 
the reduction of excess cost linked to cross-border operations (recurrent costs, 
e.g.  administrative  and  compliance  costs)  is  estimated  at  EUR  770  million  /  year. 
Within the assessed 15-year time frame, cost savings could potentially amount up to 
of EUR 8.5 billion 

The impact assessment explains the potential to reduce costs of operation particularly 
for  non-profit  associations  operating  in  multiple  Member  States,  due  to  the 
proposal’s  harmonisation  effect  and  simplification  of  regulatory  and  administrative 
procedures  resulting  in  lower  needs  in  terms  of  gathering  information,  regular 
external advisory support and internal staff working on compliance.  

1.4.4. 

Indicators of performance 

Specify the indicators for monitoring progress and achievements. 

Indicator No 1 (Specific Objective No1) 

The indicators will be as follows: 

•  

• 

• 

Compliance  level  by  Member  States  (i.e.  transposition  pace,  infringement 
cases) 

Excess  cost  reduction  for  non-profit  associations  realised  due  to  reduced 
regulatory  and  administrative  formalities  for  the  launch  of  operations  and  in 
terms of the running costs 

Number, 
associations/ECBAs in the EU 

and  geography 

size 

spread  of 

registered 

cross-border 

The  indicators  will  be  measured  against  the  baseline  (e.g.  costs  before  the 
implementation  starts,  mainly  on 
the  basis  of  data  from  evaluation/desk 
research/consultation  of  stakeholders  and  national  authorities,  online  registries  in 
Member  States  (with  aggregated  information  at  EU  level  where  data  is  available), 
information  collected  through  surveys).  The  target  is  assessed  through  changes  in 
costs for European cross-border associations and changes in the number of registered 
cross-border associations. More precise target is difficult as the figures depend also 
on several other factors not related to the proposal (e.g. unpredictability of its uptake, 
links with national traditions, economic and societal challenges).  

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Indicator No 2 (Specific Objective No2) 

The indicator will be as follows: 

• 

Perceived satisfaction of non-profit associations taking up the new legal form 
of ECBA operating cross-border in the internal market 

The  indicator  will  be  measured  through  against  the  baseline  (e.g.  number  of 
registrations  at  the  start  of  the  implementation).  The  target  is  assessed  through 
increases in the numbers.  

The indicators will be monitored every seven years, starting not earlier than from the 
time  when  the  measures  are  fully  transposed  and  operational  in  Member  States,  in 
order  to  feed  into  the  evaluation  report  of  the  Directive  which  is  expected  after  7 
years  after  the  transposition  deadline  of  the  proposed  Directive,  and  every  5  years 
thereafter.  

1.5. 

Grounds for the proposal/initiative  

1.5.1.  Requirement(s) to be met in the short or long term including a detailed timeline for 

roll-out of the implementation of the initiative 

The implementation of this proposal will follow a phased approach. Upon entry into 
force  of  this  Directive,  work  will  first  commence  towards  the  adaptation  of  the  IT 
tools  for  its  implementation,  namely  the  Internal  Market  Information  System  (IMI) 
and  the  Single  Digital  Gateway  (SDG),  with  a  view  to  connecting  the  competent 
authorities  in  Member  States  ahead  of  the  expiry  of  the  transposition  period  and 
making necessary information publicly available. At the same time and to facilitate 
the  implementation  of  the  Directive,  the  Commission  will  enact  the  work  on  the 
template for the ECBA certificate by means of an implementing act. 

A provisional implementation timeline can be illustrated as follows: 

- 2024: Entry into force of the Directive,  

- 2025: adaptation of the IMI, SDG  

- 2025-2026: implementing act on the ECBA certificate  

- 2026: transposition and application by Member States 

- 7 years after transposition deadline and every 5 years thereafter: Commission report 
to the European Parliament and the Council on the implementation of the Directive 

1.5.2.  Added  value  of  Union  involvement  (it  may  result  from  different  factors,  e.g. 
coordination gains, legal certainty, greater effectiveness or complementarities). For 
the purposes of this point 'added value of Union involvement' is the value resulting 
from  Union  intervention,  which  is  additional  to  the  value  that  would  have  been 
otherwise created by Member States alone. 

Reasons for action at European level (ex-ante)  

The proposal focuses on non-profit associations operating cross border in the internal 
market.  

The  existing  regulatory  diversity  and/or  restrictions  among  Member  States 
demonstrate that the problem is not properly addressed at national level and that, in 
the  absence  of  mutual  recognition  mechanisms  among  Member  States,  the  cross-

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6 

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border  character  requires  a  European  solution  to  remove  identified  barriers  to  the 
cross-border  activities  and  cross-border  mobility  of  non-profit  associations  in  the 
single market. Furthermore, individual action or inaction from Member States, most 
often,  focuses  on  their  specific  national  context  and  usually  would  not  seek  to 
facilitate the cross-border dimension. 

A coherent legal framework for cross-border activities of non-profit associations can 
therefore be better achieved at EU level. Member States would not be able to bring 
sufficient improvement to those problems on their own. 

1.5.3.  Lessons learned from similar experiences in the past 

The  evidence  base  for  this  proposal  is  drawn  from  research  (e.g.  external  studies), 
consultation activities and was supported by a dedicated external study. 

The  proposal  also  takes  into  account  the  lessons  learned  from  the  European 
Parliament resolution of 17 February 2022 with recommendations to the Commission 
on  a  statute  for  European  cross-border  associations  and  non-profit  organisations 
(2020/2026(INL)  as  well  as  lessons  learnt  from  the  Commission  proposal  of  1992 
creating  a  European  legal  form  for  associations,  the  European  Association.  The 
proposal  was,  however,  eventually  withdrawn  on  grounds  of  Member  states 
criticisms (e.g. subsidiarity and unsuitability of the legal basis compared to its scope 
and  purposes  and  because  according  to  their  view  it  did  not  answer  to  any  proven 
need, its provisions did not embody the diversity of national legislations and it laid 
excessive administrative burden on associations). 

1.5.4.  Compatibility  with  the  Multiannual  Financial  Framework  and  possible  synergies 

with other appropriate instruments 

The proposal contributes to the political objectives of the European Green Deal and 
the  Digital  Decade  2030.  More  specifically,  it  addresses  the  Commission  political 
priority  “An  economy  that  works  for  people”  contributing  to  the  objective  of  “an 
economy  that  can  fully  respond  to  the  needs  of  the  EU  citizens  thereby  ensuring 
social  fairness  and  prosperity”.  In  this  sense,  the  Directive  interlinks  with  other 
measures  of  the  Social  Economy  Action  Plan  of  December  2021  and  forms  with 
them  the  Social  Economy  package  as  follows:  a  proposal  for  a  Council 
Recommendation developing  social economy  framework conditions  in  the Member 
states  and  two  Commission  Staff  Working  Documents  on  “relevant  taxation 
frameworks  for  social  economy  entities”  and  on  “non-discriminatory  taxation  of 
charitable organisations and their donors: principles drawn from the EU case-law”. 

1.5.5.  Assessment  of  the  different  available  financing  options,  including  scope  for 

redeployment 

The costs necessary to adapt the scope of SDG to non-profit associations and the use 
of IMI to allow for the administrative cooperation among the competent authorities 
in  the  Member  States,  as  provided  for  by  this  proposal,  will  be  financed  under  the 
Single Market Programme. 

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1.6. 

Duration and financial impact of the proposal/initiative 

¨ limited duration  

–  ¨ 

in effect from DD/MM]YYYY to [DD/MM]YYYY  

–  ¨  YYYY to YYYY for commitment appropriations and from YYYY to YYYY 

for payment appropriations.  

x unlimited duration 

–  Implementation with a start-up period from DD/MM]YYYY to [DD/MM]YYYY 

, 

–  followed by full-scale operation. 

1.7.  Method(s) of budget implementation planned50  

x Direct management by the Commission 

–  x by its departments, including by its staff in the Union delegations;  

–  ¨ 

   by the executive agencies  

¨ Shared management with the Member States  

¨ Indirect management by entrusting budget implementation tasks to: 

–  ¨ third countries or the bodies they have designated; 

–  ¨ international organisations and their agencies (to be specified); 

–  ¨ the EIB and the European Investment Fund; 

–  ¨ bodies referred to in Articles 70 and 71 of the Financial Regulation; 

–  ¨ public law bodies; 

–  ¨ bodies governed by private law with a public service mission to the extent that 

they are provided with adequate financial guarantees; 

–  ¨ bodies governed by the private law of a Member State that are entrusted with the 
implementation  of  a  public-private  partnership  and  that  are  provided  with 
adequate financial guarantees; 

–  ¨  bodies  or  persons  entrusted  with  the  implementation  of  specific  actions  in  the 
CFSP pursuant to Title V of the TEU, and identified in the relevant basic act. 

– 

If more than one management mode is indicated, please provide details in the ‘Comments’ section. 

Comments  

The proposal will make use of IT tools which are already being funded by the Single Market 
Programme and managed by the Commission, namely, IMI for the administrative cooperation 
among the competent authorities of Member States and SDG. 

50 

Details of budget implementation methods and references to the Financial Regulation may be found on 
the BUDGpedia site: https://myintracomm.ec.europa.eu/corp/budget/financial-rules/budget-
implementation/Pages/implementation-methods.aspx 

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2. 

MANAGEMENT MEASURES  

2.1.  Monitoring and reporting rules  

Specify frequency and conditions. 

The Commission will first report to the European Parliament and the Council on the 
implementation of this Directive seven  years after the transposition deadline of the 
Directive and every five years thereafter.  

2.2.  Management and control system(s)  

2.2.1. 

Justification of the management mode(s), the funding implementation mechanism(s), 
the payment modalities and the control strategy proposed 

The  administrative  cooperation  among  competent  authorities  in  the  Member  States 
provided  for  in  the  proposal  will  make  use  of  the  already  existing  IMI  and  SDG 
operated by the Commission (DG GROW). For this purpose, the proposed Directive 
enlarges the scope of the IMI and of SDG. This requires the deployment of resources 
to  adapt  the  IMI  to  the  needs  of  the  proposed  Directive,  while  no  additional 
deployment of resources is deemed necessary to adapt the SDG. 

This  proposal  does  not  alter  the  management  mode,  funding  implementation 
mechanism,  payment  modalities  or  control  strategy  already  in  place  for  the  system 
and employed by the Commission. 

2.2.2. 

Information concerning the risks identified and the internal control system(s) set up 
to mitigate them 

The  main  identified  risk  relates  to  time  and  cost  overruns  due  to  unforeseen  IT 
implementation issues with regard to the adaptation of the IMI. This risk is mitigated 
by the fact that the IMI system is already in place and that the relevant Commission 
department has previous experience in adapting the system to new business needs. 

2.2.3.  Estimation and justification of the cost-effectiveness of the controls (ratio of "control 
costs ÷ value of the related funds managed"), and assessment of the expected levels 
of risk of error (at payment & at closure)  

This proposal does not affect the cost-effectiveness of existing Commission controls.  

2.3.  Measures to prevent fraud and irregularities  

Specify existing or envisaged prevention and protection measures, e.g. from the Anti-Fraud Strategy. 

This legislative financial statement concerns staff expenditure and procurement, and 
standard rules for this type of expenditures apply. 

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3. 

3.1. 

ESTIMATED FINANCIAL IMPACT OF THE PROPOSAL/INITIATIVE  

Heading(s)  of  the  multiannual  financial  framework  and  expenditure  budget 
line(s) affected  

 Existing budget lines  

In order of multiannual financial framework headings and budget lines. 

Budget line 

Type of  
expenditure 

Contribution  

Heading of 
multiannual 
financial 
framework 

Single 

Market 

Programme 

Diff./Non-
diff.51 

from 
EFTA 
countries
52 

from 
candidate 
countries 
and 
potential 
candidates
53 

From 
other 
third 
countries 

other assigned 
revenue 

[03.02.01.02 
Governance Tools’] 

- 

1 

‘Internal  Market 

Diff./Non
-diff. 

Yes 

Yes 

NO 

NO 

51 
52 
53 

Diff. = Differentiated appropriations / Non-diff. = Non-differentiated appropriations. 
EFTA: European Free Trade Association.  
Candidate countries and, where applicable, potential candidates from the Western Balkans. 

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3.2. 

Estimated financial impact of the proposal on appropriations  

3.2.1. 

Summary of estimated impact on operational appropriations  

–  ¨  The proposal/initiative does not require the use of operational appropriations  

–  ¨  The proposal/initiative requires the use of operational appropriations, as explained below: 

Heading of multiannual financial  
framework  

Number 

1.  Single Market, Innovation and Digital 

EUR million (to three decimal places) 

DG: GROW 

2024 

2025 

2026 

2027 

2028 

2029 

2030 

TOTAL 

x Operational appropriations  

Budget  line:  03.020102  -  ‘Internal  Market 
Governance Tools’ 

Commitments 

(1a) 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

Payments 

(2a) 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

Appropriations  of  an  administrative  nature  financed  from  the 
envelope of specific programmes54  

TOTAL appropriations 
for DG GROW 

Commitments 

Payments 

(3) 

=1a+1b 
+3 

=2a+2b 

+3 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

0,850 

0,850 

0,850 

0,850 

54 

Technical and/or administrative assistance and expenditure in support of the implementation of EU programmes and/or actions (former ‘BA’ lines), indirect research, direct research. 

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x TOTAL operational appropriations  

Commitments 

Payments 

□  TOTAL  appropriations  of  an  administrative  nature 
financed from the envelope for specific programmes  

(4) 

(5) 

(6) 

0.425 

0.425 

0.225 

0.225 

0.100 

0.100 

0.100 

0.100 

0,00 

0,00 

0,00 

0,00 

TOTAL appropriations  
under HEADING 1 
of the multiannual financial framework 

Commitments 

=4+ 6 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

Payments 

=5+ 6 

0.425 

0.225 

0.100 

0.100 

0,00 

0,00 

0,850 

0,850 

0,850 

0,850 

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Heading of multiannual financial  
framework  

7 

‘Administrative expenditure’ 

This section should be filled in using the 'budget data of an administrative nature' to be firstly introduced in the Annex to the Legislative 
Financial Statement (Annex 5 to the Commission decision on the internal rules for the implementation of the Commission section of the general 
budget of the European Union), which is uploaded to DECIDE for interservice consultation purposes. 

2024 

2025 

2026 

2027 

2028 

2029 

2030 

TOTAL 

EUR million (to three decimal places) 

DG GROW 

X Human resources  
X Other administrative expenditure  

0,217 

0 

0,217 

0,054 

0,155 

0,054 

0,155 

0,054 

0,00 

0,00 

0,00 

0,00 

0,00 

0,00 

TOTAL DG GROW 

Appropriations  

0,217 

0,271 

0,209 

0,209 

0,00 

0,00 

0,00 

0,744 

0,162 

0,906 

TOTAL appropriations 
under HEADING 7 
of the multiannual financial framework  

(Total  commitments  = 
Total payments) 

0,217 

0,271 

0,209 

0,209 

0,00 

0,00 

0,00 

0,906 

2024 

2025 

2026 

2027 

2028 

2029 

2030 

TOTAL 

EUR million (to three decimal places) 

TOTAL appropriations  
under HEADINGS 1 to 7 
of the multiannual financial framework  

Commitments 

0,642 

0,496 

0,309 

0,309 

0,00 

0,00 

Payments 

0,642 

0,496 

0,309 

0,309 

0,00 

0,00 

0,00 

0,00 

1,756 

1,756 

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3.2.2.  Estimated output funded with operational appropriations  

2024 

2025 

2026 

2027 

2028 

2029 

2030 

TOTAL 

OUTPUTS 

Commitment appropriations in EUR million (to three decimal places) 

o
N

Cost 

o
N

Cost 

o
N

Cost 

o
N

Cost 

o
N

Cost  N

o

Cost 

o
N

Cost 

Indicate 
objectives and 
outputs  

ò 

Type55 

Avera
ge 
cost 

SPECIFIC OBJECTIVE No 1 and 2 

Develop  the  IMI 
module 

IT 
system 

0.125 

1 

0.125 

1 

0.125 

Development 
cost 
Single 
Digital  Gateway 
/ Your Europe  

IT 
System 

0,150 

1 

0.300  

1 

0.100  

1 

0.100  

1 

0.100 

Total 
No 

Total 
cost 

1 

0.25 

0,6 

1 

Subtotal for specific objective No 1 

2 

0.425 

2 

0.225 

1 

0.100 

1 

0.100 

0,85 

TOTALS 

55 

Outputs are products and services to be supplied (e.g.: number of student exchanges financed, number of km of roads built, etc.). 

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3.2.3. 

Summary of estimated impact on administrative appropriations  

–  ¨  The  proposal/initiative  does  not  require  the  use  of  appropriations  of  an 

administrative nature  

–  X  The proposal/initiative requires the use of appropriations of an administrative 

nature, as explained below: 

EUR million (to three decimal places) 

2024 

2025 

2026 

2027 

2028 

2029 

2030 

TOTAL 

HEADING 7 
of the multiannual 
financial framework 

Human resources  

0,217 

0,217 

0,155 

0,155 

0 

0,054 

0,054 

0,054 

0,217 

0,271 

0,209 

0,209 

Other administrative 
expenditure  

Subtotal HEADING 7 
of the multiannual 
financial framework  

Outside HEADING 756 
of the multiannual 
financial framework  

Human resources  

Other expenditure  
of an administrative 
nature 

Subtotal  
outside HEADING 7 
of the multiannual 
financial framework  

0,744 

0,162 

0,906 

TOTAL 

0,217 

0,271 

0,209 

0,209 

0,209 

0,209 

1,324 

The  appropriations  required  for  human  resources  and  other  expenditure  of  an  administrative  nature  will  be  met  by 
appropriations from the DG that are already assigned to management of the action and/or have been redeployed within the 
DG,  together  if  necessary  with  any  additional  allocation  which  may  be  granted  to  the  managing  DG  under  the  annual 
allocation procedure and in the light of budgetary constraints. 

56 

Technical  and/or  administrative  assistance  and  expenditure  in  support  of  the  implementation  of  EU programmes 
and/or actions (former ‘BA’ lines), indirect research, direct research. 

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3.2.3.1.  Estimated requirements of human resources  

–  ¨  The proposal/initiative does not require the use of human resources.  

–  X  The  proposal/initiative  requires  the  use  of  human  resources,  as  explained 

below: 

Estimate to be expressed in full time equivalent units 

Year 
2024  

Year 
2025 

Year 
2026 

Year 
2027  

Year 
2028 

Year  
2029 

Year  
2030 

20 01 02 01 (Headquarters and Commission’s Representation 
Offices) 

1,5 

1,5 

1 

1 

1 

1 

1 

20 01 02 03 (Delegations) 

01 01 01 01  (Indirect research) 

 01 01 01 11 (Direct research) 

Other budget lines (specify) 

20 02 01 (AC, END, INT from the ‘global envelope’) 

20 02 03 (AC, AL, END, INT and JPD in the delegations) 

01 01 01 02 (AC, END, INT - Indirect research) 

 01 01 01 12 (AC, END, INT - Direct research) 

Other budget lines (specify) 

TOTAL 

1,5 

1,5 

1 

1 

1 

1 

1 

XX is the policy area or budget title concerned. 

The human resources required will be met by staff from the DG who are already assigned to management of the 
action  and/or  have  been  redeployed  within  the  DG,  together  if  necessary  with  any  additional  allocation  which 
may  be  granted  to  the  managing  DG  under  the  annual  allocation  procedure  and  in  the  light  of  budgetary 
constraints. 

Description of tasks to be carried out: 

Officials and temporary staff 

External staff 

1,5  FTES  for  the  secretariat  of  the  Comitology  Committee  and  for  overseeing  the 
implementation of the proposal as well as to assist the IMI team and SDG/your Europe 
team  for  policy  and  business  contributions  both  during  the  implementation  for  the 
project as well as after the IMI module has gone live. 

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3.2.4.  Compatibility with the current multiannual financial framework  

The proposal/initiative: 

–  X  can be fully financed through redeployment within the relevant heading of the 

Multiannual Financial Framework (MFF). 

The Commission will use funds from the Single Market Programme to support this  initiative, budget 
line 03.020102 ‘Internal Market Governance Tools’. 

–  ¨ 

requires use of the unallocated margin under the relevant heading of the MFF 

and/or use of the special instruments as defined in the MFF Regulation. 

Explain  what  is  required,  specifying  the  headings  and  budget  lines  concerned,  the  corresponding 
amounts, and the instruments proposed to be used. 

–  ¨ 

requires a revision of the MFF. 

Explain what is required, specifying the headings and budget lines concerned and the corresponding 
amounts. 

3.2.5.  Third-party contributions  

The proposal/initiative: 

–  X  does not provide for co-financing by third parties 

–   provides for the co-financing by third parties estimated below: 

Appropriations in EUR million (to three decimal places) 

Year 
N57 

Year 
N+1 

Year 
N+2 

Year 
N+3 

Enter as many years as necessary 
to show the duration of the 
impact (see point 1.6) 

Total 

Specify  the  co-financing 
body  

TOTAL appropriations 
co-financed  

57 

Year N is the year in which implementation of the proposal/initiative starts. Please replace "N" by the 
expected first year of implementation (for instance: 2021). The same for the following years. 

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3.3. 

Estimated impact on revenue  

–  X  The proposal/initiative has no financial impact on revenue. 

–    The proposal/initiative has the following financial impact: 

¨ 

¨ 

on own resources  

on other revenue 

please indicate, if the revenue is assigned to expenditure lines ¨ 

Appropriations 
available for 
the current 
financial year 

Budget revenue line: 

Article …………. 

     EUR million (to three decimal places) 

Impact of the proposal/initiative58 

Year 
N 

Year 
N+1 

Year 
N+2 

Year 
N+3 

Enter as many years as necessary to show 
the duration of the impact (see point 1.6) 

For assigned revenue, specify the budget expenditure line(s) affected. 

Other  remarks  (e.g.  method/formula  used  for  calculating  the  impact  on  revenue  or  any  other 
information). 

58 

As regards traditional own resources (customs duties, sugar levies), the amounts indicated must be net 
amounts, i.e. gross amounts after deduction of 20 % for collection costs. 

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