Those interested in the law of legal persons will be fascinated by the new legal entities created by the European Commission.

This phenomenon is to be found in Decision (EU) 2022/2481 of 14 December 2022 establishing the Digital Decade Policy Programme 2030. The new entity is called a ‘European digital infrastructure consortium‘ (EDIC).

The European Commission will create EDICs
Member States may implement a multi-country project by means of an EDIC. It is interesting to see that the European Commission will create these entities, Article 13 (3):

EDICs shall have legal personality from the date of entry into force of the relevant Commission decision

EDICs will have full legal capacity, Article 13 (4):

EDICs shall have in each Member State the most extensive legal capacity accorded to legal entities under the law of that Member State. They may, in particular, acquire, own and dispose of movable, immovable and intellectual property, conclude contracts and be a party to legal proceedings.

Article 14 describes the setting up of an EDIC, including a public register held by the Commission:

Article 14 Setting up an EDIC

1. Member States applying to set up an EDIC shall submit a written application to the Commission. The application shall contain the following:

(a) a request to the Commission to set up the EDIC;
(b) the proposed Statutes of the EDIC;
(c) a technical description of the multi-country project to be implemented by the EDIC;
(d) a declaration by the host Member State whether it recognises the EDIC as an international body as referred to in Article 143(1), point (g), and Article 151(1), point (b), of Directive 2006/112/EC and as an international organisation as referred to in Article 12(1), point (b), of Directive 2008/118/EC, from the date on which the EDIC is set up.

The limits and conditions of the exemptions provided for in the provisions referred to in point (d) of the first subparagraph shall be laid down in an agreement between the members of the EDIC.

2. The Commission shall assess the application on the basis of the conditions set out in paragraph 1 of this Article. It shall take into account the general objectives, as well as the purposes and goals of the multi-country project, pursuant to Article 10(1) and (2), and practical considerations related to the implementation of the multi-country project to be implemented by the EDIC.

3. The Commission shall, taking into account the results of the assessment referred to in paragraph 2 of this Article, adopt by means of implementing acts either of the following:

(a) a decision setting up the EDIC, after it has concluded that the requirements laid down in Articles 13 to 21 are met; or
(b) a decision rejecting the application, if it concludes that the requirements laid down in Articles 13 to 21 are not met, including in the absence of the declaration referred to in paragraph 1, point (d), of this Article.

In the event of a decision rejecting the application under point (b) of the first subparagraph of this paragraph, Member States may form a consortium by way of an agreement. Such a consortium shall not be considered to be an EDIC and shall not benefit from the implementation structure laid down in Articles 13 to 21.

Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 23(2).

4. Decisions referred to in paragraph 3, point (a) or (b), shall be notified to the applicant Member State. Where the application is rejected, the decision shall be explained in clear and precise terms.

5. The Commission shall annex the essential elements of the Statutes of the EDIC referred to in Article 17(1), points (c), (d), (e) and (i), to the decision setting up an EDIC.
Decisions setting up an EDIC shall be published in the Official Journal of the European Union. The Commission shall establish a publicly accessible list of the EDICs set up, and shall update the list in a timely and regular manner.

Other topics:

• Article 15 – the membership of an EDIC.
• Article 16 – the governance of an EDIC.
• Article 17 – the statutes of an EDIC.
• Article 18 – liability of an EDIC,.
• Article 19 – applicable law and jurisdiction.
• Article 20 – winding-up of an EDIC.
• Article 21 – reporting by and control of an EDIC.

The only thing that is missing is that the Decision does not inform the public who the beneficial owners of the EDIC are and in which member state the beneficial owners will be registered.

More information:

• Decision (EU) 2022/2481 of the European Parliament and of the Council of 14 December 2022 establishing the Digital Decade Policy Programme 2030: page; English version: html, pdf; NL: html, pdf.