Unshell is gone. Substance is still tested.

In June 2025 the Council concluded that work on the proposal should not be continued, on the view that its objectives could be achieved through clarifications or amendments to the hallmarks in the directive on administrative cooperation. The Commission's 2026 work programme, published on 21 October 2025, listed its intended withdrawals of pending proposals. The alternative the Council pointed to would need an amendment to the administrative cooperation directive, and no substance hallmarks have been adopted, so whether they appear at all remains open.

Be precise about what disappeared. There is no EU-wide gateway test, no harmonised substance reporting form, and no common EU consequence for failing one. That is a genuine reduction in reporting, and groups that built a data-gathering exercise around the draft indicators were right to stop when it stalled. It also removes a risk that worried advisers: an automatic denial of benefits triggered by criteria that fitted some perfectly ordinary holding structures badly.

Nothing else moved. Benefits under the directives on parent-subsidiary and interest and royalty payments still depend on the recipient meeting the conditions those directives set. Treaty relief still depends on treaty conditions. National anti-abuse rules were unaffected by a proposal that never entered into force, and the tax authority that asks who took a decision and where it was taken was never waiting for Unshell to give it permission. Regulators ask a parallel question of authorised managers about real presence in the state of authorisation.

A substance challenge does not arrive addressed to a group. It arrives addressed to one company, usually a holding vehicle in the middle of a chain, and it usually concerns a period three to six years old. The request is specific: minutes of the board meetings held in that year, evidence of where they were held and who attended, the signed service agreements, the bank mandate showing who could move money, and the documents that show which director signed what.

A portfolio feels that differently. The group has a hundred entities and remembers the two deals that mattered in the year under review. The evidence for the quiet holding company sits across a service provider's document management system, three inboxes, a signature bundle and a departed colleague's folder. The substance is usually there. Showing it quickly is the hard part, and a slow answer reads like a weak one. An enquiry that takes six weeks also tends to widen, because the gaps in the reply invite the next question.

The control predates the proposal by decades. For each entity, keep the board and shareholder minutes with dates and locations and the attendees named, the current and historic officer list with the dates of each appointment and resignation, the service agreements that describe what is actually performed and by whom, the bank accounts with their authorised signatories and mandate limits, and the signed constitutional and transaction documents. Keep the changes as a history and do not overwrite the current state, because the question will be asked about a past year and a current officer list cannot answer it. Then test the record by rehearsal. Pick one holding company and one year from three years ago and ask who its directors were on 30 June, where the board met, who signed the loan agreement and who held the bank mandate. If the answer takes an afternoon of emails, it will take a fortnight when a tax authority asks and the people involved have moved on.

The material a substance enquiry asks for is the material a governed register holds anyway. Alethia connects each entity to its officers and their appointment dates, its ownership and the chain above it, its documents, its bank accounts and mandates, its compliance obligations and their due dates, with structure charts drawn from the record and an audit trail of who recorded what and when.

The point of holding it that way is retrospective. Because the register keeps a history as well as a current position, a question about a year three years past is answered from the record. Access is scoped, so an adviser can be given what one enquiry needs without opening the whole structure. Where the board met and who decided what remain matters for the board. The register's job is to make what happened producible, on the day somebody finally asks.