Chapter 2 — Research and development procurementProposed — COM(2026) 567
Article 12 — Determination of origin
In brief
This Article explains how to determine the origin of an economic operator for the purposes of R&D procurement. For a natural person, origin follows nationality or a right of permanent residence. For a legal person, origin follows the country of constitution where it carries out substantive business operations, or otherwise the origin of those exercising a dominant influence over it. It also allows public buyers to request supporting information and to exclude operators that obstruct verification.
Key points
A natural person’s origin is the country of nationality or of a right of permanent residence.
A legal person’s origin is the country under whose laws it is constituted, provided it is engaged in substantive business operations there.
Where there are no substantive operations in that country, origin is that of the person or persons who exercise a dominant influence over the legal person.
Dominant influence is presumed where a person holds a majority of subscribed capital, controls a majority of the voting rights, or can appoint more than half of the management or supervisory body.
Buyers may at any time request information to verify origin, and operators that obstruct verification without reasonable explanation are excluded from the procedure.
What it means in practice
This Article provides the test that underpins the access conditions in Article 11, so contracting authorities and bidders alike must apply it when assessing eligibility. Innovative firms, start-ups and SMEs, particularly those with cross-border ownership or holding structures, should be ready to document where they are constituted, where they genuinely operate, and who ultimately controls them. Failure to supply requested origin information in a timely and adequate way carries a clear consequence: exclusion.
Anthony Bochon’s analysis
Article 12 is the technical hinge on which the access rules turn, and its significance is easy to underestimate. The dominant-influence test for legal persons — reaching through ownership, voting rights or the power to appoint the governing body where there is no substantive business activity in the country of incorporation — imports a control logic familiar from competition law and from investment screening, and it is deliberately designed to defeat letterbox structures.
In my experience the practical difficulty will lie less in the rule than in its evidencing: verifying ultimate control across layered corporate chains is demanding, and paragraph 3 places the burden squarely on the operator, with exclusion as the sanction for unexplained non-cooperation. I would advise addressees to map and document their ownership and control well before tendering rather than in response to a request under a tight deadline, and I would watch how buyers exercise the discretion to demand information at any time, since that power must still be squared with equal treatment and transparency.
Official text — Article 12 (COM(2026) 567)
1. The origin of an economic operator shall be deemed to be:
29 Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the C ouncil of 23 September
2024 on the financial rules applicable to the general budget of the Union (OJ L, 2024/2509, 26.09.2024,
ELI: http://data.europa.eu/eli/reg/2024/2509/oj).
(a) in the case of a natural person, the country of which the person is a national or
where that person has a right of permanent residence;
(b) in the case of a legal person, either of the following:
(i) the country under the laws of which the legal person is constituted or
otherwise organised and in the territory of which the legal person is engaged in
substantive business operations;
(ii) if the legal person is not engaged in substantive business operations in the
territory of the country in which it is constituted or otherwise organised, the
origin of the legal person is to be that of the person or persons who may
exercise, directly or indirectly, a dominant influence on the legal person by
virtue of their ownership of t hat legal person, their financial participation
therein, or the rules which govern that legal person.
2. For the purposes of the first subparagraph, point (b)(ii), that person or persons shall
be presumed to have a dominant influence on the legal person in any of the following
cases in which they, directly or indirectly:
(a) by holding the majority of the legal person’s subscribed capital;
(b) by controlling the majority of the votes attaching to shares issued by the legal
person; or
(c) by being able to appoint more than half of the legal person’s administrative,
management or supervisory body.
3. Public buyers may, at any time during a R&D procurement procedure, request the
economic operator to submit, supplement, clarify or complete the inform ation or
documentation related to the verification of the economic operator’s origin within an
appropriate time limit, provided that such requests are made in compliance with the
principles of equal treatment and transparency. Where the economic operator f ails to
provide such information or documentation without any reasonable explanation and
thereby prevents the verification of the economic operator’s origin by public buyers
or makes such a verification practically impossible or very difficult, that econom ic
operator shall be excluded from participation in the R&D procurement procedure
concerned.
Source: European Commission, proposal for a Regulation establishing the European Innovation Act, COM(2026) 567 final, 9 September 2026. Read the official proposal (PDF). Text may change during the legislative process.
Anthony Bochon’s analysis
Article 12 is the technical hinge on which the access rules turn, and its significance is easy to underestimate. The dominant-influence test for legal persons — reaching through ownership, voting rights or the power to appoint the governing body where there is no substantive business activity in the country of incorporation — imports a control logic familiar from competition law and from investment screening, and it is deliberately designed to defeat letterbox structures.
In my experience the practical difficulty will lie less in the rule than in its evidencing: verifying ultimate control across layered corporate chains is demanding, and paragraph 3 places the burden squarely on the operator, with exclusion as the sanction for unexplained non-cooperation. I would advise addressees to map and document their ownership and control well before tendering rather than in response to a request under a tight deadline, and I would watch how buyers exercise the discretion to demand information at any time, since that power must still be squared with equal treatment and transparency.