EU Inc. proposal launched: one single corporate framework for Europe

On 18 March 2026 the European Commission published its proposed regulation introducing EU Inc., a new European corporate legal framework and the cornerstone of the "28th regime". EU Inc. provides a single, optional and harmonised set of corporate rules covering the entire lifecycle of a company, designed to make it easier to start, operate and grow a business in Europe. EU Inc. is presented as an answer to the needs of start-ups and scale-ups, but it is intended for all founders and companies that consider it suitable for their business model.

Background

The proposal is the Commission's direct response to the Letta Report ('Much More Than a Market') and the Draghi Report ('The future of European Competitiveness'), and to requests from the European Council and the European Parliament for an optional "28th company law regime". This has resulted in a simplified, single corporate form that enables companies to scale across the EU without navigating 27 distinct national legal systems and more than 60 company types.

According to the Commission's public consultation on the proposal, over 80% of respondents considered divergent national rules a significant obstacle to starting, running or closing a business in the EU. Furthermore, many incorporation and operational procedures require physical presence, involvement of intermediaries and legal counsel, and repeated submission of information to different authorities. This takes time and leads to complex and costly procedures resulting in an unattractive EU investment environment. The 28th regime and EU Inc. are introduced to address these obstacles.

Key features of EU Inc.

EU Inc. is structured as a private limited liability company, a legal form available in all member states and widely used by start-ups and scale-ups. EU Inc. acquires full legal personality upon registration.

Digital incorporation and registration

• A fast-track procedure will be available, enabling incorporation within 48 hours via an online EU central interface, at a maximum cost of EUR 100 where the harmonised application form and the EU template for articles of association are used.
• EU Inc. companies acquire legal personality when they are entered in the business register of the member state where they have their registered office; founders are free to choose where to incorporate the company within the EU.
• No paid-up minimum share capital will be required for incorporation; creditor protection is ensured through balance sheet and solvency tests.
• Both natural and legal persons may act as founders; incorporation through domestic or cross-border mergers, divisions or conversions is also possible.
• Information will need to be submitted once only: following an EU Inc.'s registration with the business register, the register will immediately exchange the company's information with the relevant authorities, including tax authorities, social security agencies and UBO registers.

Flexible governance regime

• There must be at least one shareholder and at least one director; directors must be natural persons, with at least one director resident in the EU.
• EU Inc. can have additional bodies such as a supervisory board.
• Fully digital and hybrid shareholder and board meetings will be permitted.
• Multiple classes of shares will be permitted, including shares with multiple voting rights.
• Minority shareholders will have a right to withdraw from the company.
• EU employee stock option plans (EU-ESO) may be set up, subject to a special European taxation regime

Other characteristics

• Fully digital transfer of shares will be possible, with no requirement for notarial involvement.
• Shares may be traded at multilateral trading facilities (MTFs).
• Member states may permit EU Inc. companies to seek admission to trading of their shares on a regulated market.
• Fast-track liquidation procedures will be available under certain conditions.
• Simplified insolvency procedures will be available for innovative start-ups that fulfil the criteria set out in a proposed Commission Recommendation.
• For cross-border recognition purposes, EU Inc. companies will benefit from an EU Company Certificate and a European Unique Identifier (EUID); this will enable public authorities and counterparties across the EU to verify company information through the interconnected business register network (BRIS) without requiring re-submission of documentation.

Proposed regulation and role of national law

EU Inc. takes the form of a directly applicable EU regulation without requiring national implementing legislation. This eliminates the risk of divergent transposition and ensures that the EU Inc. form is identical across all 27 jurisdictions.

National law still applies to matters not governed by the proposed regulation, including employment law, tax law, social security and co-determination. The applicable national law is that of the member state where the EU Inc. is registered and has its corporate seat. Each member state must identify the national company form whose rules will apply to corporate matters not governed by the regulation. National courts retain jurisdiction over EU Inc. disputes, and the Commission encourages member states to designate specialised judicial chambers with dedicated expertise in the EU Inc. framework.

EU Inc. versus SE

The Societas Europaea (SE), established by a council regulation in 2001, is a European company form designed to facilitate cross-border operations within the EU. However, it has not been widely used. The SE can only be created by existing companies through specific cross-border configurations, and its minimum EUR 120,000 capital requirement and its nature as a public limited liability company make it unsuitable for start-ups.

Next steps

The proposal will now be discussed in the European Parliament and the Council. The Commission has called for European legislators to reach political agreement by the end of 2026.