Legal provisions of COM(2023)516 - European cross-border associations

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dossier COM(2023)516 - European cross-border associations.
document COM(2023)516
date September  5, 2023


Chapter 1

General provisions

Contents

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;

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

(c)“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;

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

(e)“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)

1. 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.

2. 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.

3. 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.

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

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

Article 4 - Rules applicable to ECBAs

1. 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.

2. 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.

3. 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.

4. 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

1. 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.

2. 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

1. 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;

(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 and a detailed description of its non-profit purpose;

(e)the address of the ECBA’s registered office;

(f)the assets of the ECBA at the time of its registration;

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

(h)the rights and obligations of members;

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

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

2. 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.

3. 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.

Article 8 - Membership

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

2. 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.

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.

3. 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

1. 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. 

2. 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

1. 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.

2. 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:

(a)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;

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

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

(d)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;

(e)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;

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

(g)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

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

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

3. 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.

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

3. 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.

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

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

6. 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

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

(d)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;

(e)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;

(f)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.

2. 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.

3. 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 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.

Article 19 - Registration procedure

1. 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.

2. 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.

3. 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).

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

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

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

(d)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.

Article 20 - Register

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

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

1. 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;

(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.

2. 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.

(2) 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

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

2. 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.

3. 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. 

4. 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. 

Article 23 - Procedure of transfer of the registered office

1. 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.

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. 

3. 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)the proposed date for the transfer;

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

4. 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. 

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

6. 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.

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

8. 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).

9. 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. 

10. 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.

Article 25 - Involuntary dissolution

1. 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.

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

(a)non-compliance of the ECBA with the non-profit purpose;

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

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

3. 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.

4. 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.

5. 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.

6. 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

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

2. 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.


Chapter 6

Application and administrative cooperation

Article 27 - Competent authorities

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

2. 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.

3. 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

1. 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.

2. 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.

3. Member States shall ensure that information recorded in IMI is kept up to date and they shall inform each other about the changes of previous information communicated in accordance with Regulation (EU) No 1024/2012.

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.


Chapter 7

Final provisions

Article 30 - Committee procedure

1. 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.

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

Article 31 - Transposition

1. 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.  

2. 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.  

3. 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.