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By Kristijan Sekereš

EU Inc: What the 28th Regime Proposal Says and When You Can Actually Use It

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On 18 March 2026 the European Commission proposed a regulation creating a new company form called EU Inc. It would sit next to the 27 national company forms as an optional "28th regime": one set of corporate rules, the same in every member state, registered online in 48 hours for at most €100, with no minimum share capital.

It is not law yet. The file is 2026/0074(COD), and in mid-September 2026 it is still at first reading in both the European Parliament and the Council. The Commission and the European Council want the two co-legislators to agree by the end of 2026. Even if they manage that, the regulation as drafted applies 12 months after it enters into force, so nobody will register an EU Inc before 2028.

This guide goes through what the proposal contains, article by article where it matters, what it deliberately leaves out, where the negotiations stand, and what it changes for anyone building software that deals with companies. Every factual claim links to its source, and the full list is at the end.

The short version

  • What: a harmonised limited liability company whose name must be followed by "EU Inc.", open to any founder and designed with startups in mind (Articles 1 and 6 of the proposal).
  • Formation: 48 hours and at most €100 through an EU central interface using standard templates, or 5 working days with your own articles of association (Articles 16 and 17).
  • Capital: no minimum capital and no obligation to build up legal reserves (Article 62).
  • Shares: classes with different economic and voting rights, including multiple voting rights, held in a digital register of shares (Articles 54 and 55).
  • Stock options: an EU employee stock option plan, the EU-ESO, taxed only when the shares are sold (Articles 78 and 79).
  • Not covered: labour law, general tax law and board-level employee participation stay national (Article 12 and the Commission's Q&A).
  • Status: first reading. The indicative date for Parliament's plenary vote is 19 October 2026.
  • Earliest realistic use: 2028.

Where the idea came from

The phrase "28th regime" comes from Enrico Letta's April 2024 report on the single market, Much more than a market. Letta proposed a European Code of Business Law that would give businesses "a 28th regime to operate within the Single Market", and called it "a real game-changer for SMEs".

Five months later, Mario Draghi's report on European competitiveness argued for an EU-wide legal statute for innovative companies. His diagnosis was that European startups do not fail to be founded. They fail to scale, and fragmented national rules are part of the reason.

The Commission then committed in stages. The Competitiveness Compass of 29 January 2025 promised a 28th legal regime covering "any relevant aspects of corporate law, insolvency, labour and tax law". The EU Startup and Scaleup Strategy of 28 May 2025 repeated the commitment, and the Commission Work Programme 2026 scheduled a "28th Regime for Innovative Companies" for the first quarter of 2026.

Two other forces pushed in parallel. The founder-led EU-INC campaign gathered founders and investors behind a single pan-European startup entity with a central registry and a standard stock option scheme, and it now claims more than 26,000 supporters. The European Parliament used its right of legislative initiative: its own-initiative report on the 28th regime, drafted by René Repasi in the Legal Affairs Committee, was adopted in plenary on 20 January 2026 and asked the Commission for a proposal.

Notice how much narrower the result is than the Compass promise. Labour and tax law were in the 2025 wording. Apart from one rule on stock options, they are not in the regulation.

What the proposal says

The instrument is a regulation, not a directive. Once adopted, it applies directly in every member state with no national transposition. Its legal basis is Article 114 of the Treaty on the Functioning of the European Union, the internal market article, and the text runs to 109 articles in twelve chapters. These are the parts founders will care about.

Formation in 48 hours, for at most €100

There are three ways to form an EU Inc from scratch.

Fast track through the EU central interface. Founders submit a standard application form together with the EU templates for articles of association. Member states must complete the preventive control and the registration "within 48 hours" and "with a maximum cost of EUR 100" (Article 16). The Commission has to adopt the multilingual templates by implementing act within nine months of entry into force.

The central interface with your own articles. When the templates do not fit, for example because investors want bespoke share class terms, the same interface accepts custom articles of association and the deadline becomes 5 working days (Article 17).

Fully online with the national business register (Article 18), for founders who prefer to go straight to the register of their chosen member state.

Every procedure within the regulation's scope must be possible "exclusively fully online" (Article 10). That includes shareholder and board meetings. The preventive control that notaries or courts carry out in many member states does not disappear; it has to fit inside the deadline.

On registration an EU Inc receives a European Unique Identifier (EUID), and its information is submitted once. The register passes it on to the authorities that issue tax and VAT numbers, to social security and to the beneficial ownership register (Article 20).

Existing companies are not shut out. An EU Inc can also be created through a domestic or cross-border conversion, merger or division (Article 21), so a company already incorporated under national law could convert rather than start again.

The registry: an interface first, a central register later

This is the most contested design choice. The Commission's press release describes it plainly: EU Inc companies "will only need to submit their company information once, via an EU-level interface connecting national business registers together. In a second step, the Commission will establish a new central EU register."

In the legal text, the interface is built on the existing Business Registers Interconnection System (BRIS). Article 34 then obliges the Commission to "develop it further towards a central digital register", with technical specifications due by implementing act within 18 months of the date of application. Each company is still registered in the national register of the member state it chooses.

The EU-INC campaign treats a single central registry as non-negotiable and says it has been removed from the current drafts. The Council's compromise texts are not public, so that claim cannot yet be checked against a text.

Shares, classes and a digital share register

Shares can be split into classes with different rights. Article 55 lists "preferences in the distribution of profits or liquidation proceeds, veto rights, multiple voting rights, the exclusion of voting rights" among the options, which covers the preferred share structures venture investors expect.

Each company keeps a digital register of shares (Article 54), and transfers run through a digital procedure. Once it has a complete notification, the company has three working days to record the transfer or explain why it refuses, and it issues a digital share certificate as soon as the transfer is recorded (Articles 58 and 59). Member states may also allow EU Inc shares onto public markets without a prior conversion into another legal form (Article 60).

Capital

"The company is not required to have a minimum amount of capital nor is it required to build up capital or legal reserves over time" (Article 62). Creditor protection shifts from a capital figure to solvency: a shareholder who receives a distribution that leaves the company unable to pay its debts over the following 12 months has to return it, to the extent creditors need it (Chapter VII).

EU-ESO: stock options taxed when the shares are sold

Chapter VIII creates the EU employee stock option plan. Under Article 78:

  • The company issues warrants to board members and employees of the company and its subsidiaries.
  • Anyone who holds more than 25 per cent of the voting or economic rights, or has held them in the previous 24 months, is excluded.
  • Warrants are free and non-transferable, and cannot be exercised for at least 24 months after they are issued.
  • Existing shareholders have no pre-emptive rights over them.

The tax rule sits in Article 79, the one piece of tax law in the proposal. Income from the warrant is "deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises" it, and is taxed "only at the time when the shares obtained by exercising the warrant are disposed of". The taxable amount is the difference between the market value at disposal and the acquisition price, taxed under national law. Member states may not treat EU-ESO warrants less favourably than their own employee option schemes.

That removes the dry tax charge, where an employee owes tax on a paper gain in shares nobody can sell. In several member states it is the main reason option packages are worth less than they look.

Closing a company down

Solvent EU Inc companies get a fast-track liquidation with fixed deadlines and digital communication (Chapter IX). Insolvent companies that qualify as innovative startups get a simplified winding-up (Chapter X). It has a single opening criterion, the inability to pay debts, a standard form that makes a lawyer optional, asset sales by electronic auction, and a closure decision within six months of the request, extendable once by six months (Article 102).

"Innovative startup" is defined in a Commission Recommendation adopted the same day: an innovative enterprise with fewer than 100 employees, annual turnover or balance sheet under €10 million, and less than 10 years of operation.

Seat choice, and protection from discrimination

An EU Inc must have its registered office, and its central administration or principal place of business, inside the EU (Article 9). At least one director must be resident in the Union (Chapter V). Within those limits, founders choose the member state of registration.

Article 103 then stops other member states from penalising that choice. Unless it is objectively justified and proportionate, a member state may not:

  • deny public support because the headquarters is in another member state;
  • impose an authorisation based on where the registered office is;
  • require a local representative or a physical presence to complete a procedure;
  • refuse a payment account opened in another member state.

What EU Inc does not change

The Commission's Q&A says EU Inc "fully maintains workers' rights". Rules protecting workers "continue to fully apply in the Member State where the work is habitually performed", and where co-determination rules exist, "they continue to apply to any EU Inc. company registered there". In the legal text, Article 12 subjects an EU Inc formed from scratch to the employee participation rules of the member state of its registered office. Cross-border conversions and mergers go through the existing safeguards in Directive (EU) 2017/1132.

Outside the EU-ESO timing rule, corporate tax is not harmonised. EU Inc is a company law instrument. It will not let you employ people in another country without setting up local payroll, and it does not decide where your company is resident for tax.

The fight over the text

Trade unions see a route to avoiding national worker protections. On the day of the proposal the European Trade Union Confederation said workers "were promised their rights would be 'fully protected' but those protections are nowhere to be seen". On 10 September 2026 it called a demonstration outside the European Council in Brussels for 24 September. Its example is a company operating in Belgium that registers in Bulgaria, "where there is a lower minimum wage and weaker collective bargaining", and its message to ministers is "fix it or sink it". The European Trade Union Institute has published a longer analysis of the risks to board-level representation.

Founders and investors pull the other way. Their fear is dilution: negotiations that turn EU Inc into 27 national variants under a shared label. The EU-INC campaign started a 100-day push on 3 September 2026 around five demands, among them a central registry, no size limits, and labour and tax obligations that follow where the business actually operates. On 10 September, TechCrunch reported an open letter from venture firms and founders of European scaleups urging lawmakers not to water the proposal down.

Where the file stands in September 2026

Parliament. The Legal Affairs Committee (JURI) leads, with René Repasi again as rapporteur, appointed on 23 April 2026. The draft report came out on 29 June 2026, the Economic and Monetary Affairs Committee gave its opinion on 15 July, and amendments were tabled on 22 July. The committee vote is still pending, and the Legislative Observatory gives 19 October 2026 as the indicative plenary date for Parliament's first-reading position.

Council. Ministers held a first policy debate at the Competitiveness Council on 28 May 2026. Working party negotiations on presidency compromise texts are continuing under the Irish presidency, and there is no Council general approach yet.

Trilogues have not started. The Commission's March press release calls on Parliament and the Council to agree by the end of 2026, the target the European Council also set. Parliament's own explainer repeats it.

When could you actually register an EU Inc?

Article 109 of the proposal sets the clock. The regulation enters into force 20 days after publication in the Official Journal and applies from the last day of the 12th month after that.

Suppose Parliament and the Council reach political agreement at the end of 2026, which is ambitious given where the Council is. The text still needs legal and linguistic revision, formal adoption by both institutions and publication, and that normally takes several months. Entry into force around mid-2027 puts the date of application around mid-2028. If the political deal slips into 2027, everything moves back with it.

The operating details arrive in between. The multilingual templates and application forms are due within nine months of entry into force. The central digital register comes later: its technical specifications are due up to 18 months after the date of application (Article 34).

For planning purposes, EU Inc is a 2028 option at the earliest, and the central register a later one.

How it compares with what already exists

The Societas Europaea. The SE Regulation has offered a European public limited company since 2004. It needs subscribed capital of at least €120,000, can generally be formed only by existing companies from more than one member state, and requires negotiated employee involvement under Directive 2001/86/EC. It was built for large groups, and few startups have any use for it.

The Societas Privata Europaea. The Commission proposed a European private company in 2008. Member states could not agree on registered office rules or employee participation, and the proposal was withdrawn in 2014. Those same two questions are at the centre of the EU Inc negotiations.

Digital company law. Directive (EU) 2019/1151 already requires member states to allow fully online formation of limited liability companies, and Directive (EU) 2025/25 adds the EU Company Certificate and the digital EU power of attorney. The EU Inc proposal uses both (Articles 30 and 31) rather than replacing them. The difference is that those directives harmonise procedures around 27 company forms, while EU Inc harmonises the company itself.

What it means if you build software

EU Inc is a company law reform, but most of what it changes is data and process, and a great deal of software touches companies.

Legal form is a field somebody hardcoded. CRMs, ERPs, KYC tools, invoicing systems and procurement platforms usually map legal forms per country: GmbH in Germany, d.o.o. in Slovenia and Serbia, SAS in France. An EU Inc registered in Estonia and operating in Germany breaks that model. Its legal form is EU-wide, its register is national, and the country it operates in can differ from both. Systems that infer a country from the legal form, or validate the legal form against the registration country, will reject real customers.

Company verification becomes easier to automate. An EU Inc has a EUID, its documents are searchable through BRIS, and it can present an EU Company Certificate and a digital power of attorney. Add the European Business Wallet, and onboarding an EU Inc counterparty could become a check instead of a document review.

Equity tools need a new scheme. Cap table platforms will have to model the digital register of shares, class rights, the three-day transfer deadline and the EU-ESO with its 25 per cent exclusion and 24 month minimum wait. Payroll and tax reporting will have to track warrants that trigger no taxable event until the shares are sold, possibly years later and after the employee has left.

Incorporation services change shape. A template-based fast track through an EU interface, with a 48 hour deadline and a €100 cap, is an integration waiting to be built. Incorporation platforms, law firms and banks that serve founders will need to connect to the central interface once the implementing acts define it.

Registers and public bodies have the largest build. Member states must put every procedure fully online, meet the 48 hour deadline including preventive control, connect to the EU central interface, pass data on once to tax and social security authorities, and interconnect electronic auction systems for insolvency sales. That is national register and e-government software, and it has a hard date once the regulation applies.

What to do now

If you are founding a company this year, do not wait for EU Inc. Incorporate under national law. The conversion route in Article 21 means an existing company should be able to become an EU Inc later, and the terms of that route are worth watching in the final text.

If you run an employee equity plan, compare the proposed EU-ESO with your current scheme in the countries where your people work, and follow Article 79 through the negotiations. It is the provision most exposed to resistance from national finance ministries.

If you build software that stores company data, check how you model legal form, registration country and operating country. Separating the three is worth doing anyway, and it is what lets you handle EU Inc customers without special cases.

If you work on a business register or an e-government platform, Article 109 and the implementing act deadlines are your planning dates. Nine months for templates and twelve months to application is not long once procurement is included.

Sources

Checked on 15 September 2026.

Legislative texts and procedure

Policy background

Existing company law

Positions and reporting

Where this fits

EU Inc is one of several files meant to complete the single market for companies. The rest of the queue is in our EU digital law pipeline, and the company credential layer it will rely on is covered in our European Business Wallet guide. If you are raising non-dilutive money while you wait, start with the EU technology funding map and the EIC Accelerator.

Getting help

We build the software that sits behind company data for businesses operating across Europe: onboarding and KYC flows, B2B platforms, equity and payroll integrations, and registry connections. That includes untangling legal form, registration country and operating country in a system that has treated them as one field for a decade.

If EU Inc is on your roadmap, or your platform will have to accept EU Inc customers, write to office@c9group.dev. More about our European work is on the EU market entry page.

We are engineers, not lawyers. The proposal will change during negotiations, and whether a specific structure works for your company is a question for your legal and tax advisers.

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