EU Inc. (the “28th regime”): a proposed European company form to help businesses scale across the EU

April 2026

The European Commission has published a proposal for a new EU-wide corporate legal framework called “EU Inc.”, also referred to as the “28th regime”. The idea is: alongside the 27 national company law regimes, founders would be able to opt into one harmonised company form designed for fast set up, digital operations, and easier cross border growth—especially for startups and scaleups operating in multiple EU countries.

1. What is “EU Inc.”?

EU Inc. is proposed as a new, harmonised limited liability company form that would be available in every EU Member State’s legal order and recognised across the EU. Companies could be set up from scratch or created through conversions, mergers, or divisions. EU Inc. would be governed primarily by the future EU Regulation (plus the company’s articles of association), with national law filling in the gaps where the Regulation does not regulate a topic. • Optional regime (“28th regime”): companies can choose EU Inc. or remain under national company law.

• EU-wide recognition + EU brand: the company name would include the unaltered label “EU Inc.”.

• Digital-by-default (digital-only) procedures: formation, filings and many lifecycle procedures are designed to be completed fully online, with physical presence only in exceptional cases.

• Fast-track formation: where standard EU templates are used, registration would be targeted within 48 hours with a fee cap of €100 (including required preventive controls).

• EU central interface via BRIS: an EU-level interface (built on the Business Registers Interconnection System) would support formation and filings, and make key company information accessible across the EU.

• “Once-only” principle: information submitted to a business register should be re-used for other authorities (e.g., tax/VAT and beneficial ownership registers), reducing repeat filings.

• Modern share and investment mechanics: shares are dematerialised and recorded in a digital share register; share transfers and many capital actions are designed to be done digitally; multiple share classes are permitted.

• No mandatory minimum capital: EU Inc. could have €0 minimum capital, with creditor protection relying on balance-sheet and solvency tests for distributions.

• Optional EU employee stock option plan (EU ESO): an optional, EU-level model framework for employee equity incentives (options/warrants), including a proposed approach to when taxation happens.

• Closure procedures: proposed digital liquidation processes, including a fast-track liquidation for simple cases; and simplified winding-up proceedings for EU Inc. “innovative startups”.

2. Why this proposal matters for founders, investors, and cross-border partners

In practice, the proposal aims to reduce the friction that comes from having to navigate different national rules when you want to expand, onboard investors, open branches, hire across borders, or restructure a group. For many scaling companies, that friction shows up as legal complexity, slower transactions, higher advisory costs, and uncertainty for international investors unfamiliar with national company forms.

• Faster EU market entry: a more standardised incorporation and filing approach could make it easier to launch in the EU and set up EU subsidiaries.

• More predictable cross-border collaboration: business partners may find it easier to contract and conduct checks (e.g., company data) when a company form is harmonised and information is accessible through EU-level channels.

• Investor friendliness: the proposal explicitly targets smoother equity financing (including digital share transfers, flexible share classes, and recognition of modern early-stage instruments.

• Governance designed for digital operations: online shareholder and board meetings, written resolutions, and digital company communication are built into the regime.

• Scaling without re-incorporating: the aim is to let companies grow across borders while keeping one coherent corporate “rulebook” for key topics.

3. What EU Inc. would (and would not) harmonise

It is important to understand EU Inc. as a company law framework, not a “single licence” for doing business. Even if adopted, companies would still need to comply with applicable national and EU rules outside company law (for example, sector-specific licences and product regulation). National law would also continue to apply to topics that the Regulation does not cover.

• Tax: the proposal includes specific elements (e.g., timing of taxation for the optional EU ESO), but it does not create a single EU corporate tax regime.

• Employment law: national and EU employment rules continue to apply.

• Employee participation: the proposal links employee participation to the rules of the Member State of the registered office (and preserves existing safeguards for cross-border operations under existing EU rules).

• Accounting and disclosure: accounting obligations remain tied to the Member State of the registered office, while disclosure is aligned with EU-wide access through business registers/BRIS.

• Insolvency: most insolvency rules remain national; the proposal adds targeted simplified procedures for a specific category (“innovative startups”).

4. Status of the EU Inc. proposal (where things stand today)

EU Inc. is currently a legislative proposal. The European Commission published its proposal for a Regulation on 18 March 2026 (COM(2026) 321 final). It will now be negotiated by the European Parliament and the Council under the ordinary legislative procedure. If adopted, it would become directly applicable EU law after an implementation lead time.

Indicative timeline mentioned in the proposal’s accompanying materials:

• 2026–2027: negotiations and (potential) adoption of the Regulation.

• 2027: adoption of implementing measures (e.g., templates, technical specifications for the EU central interface).

• 2028: potential start date for application (the draft foresees application 12 months after entry into force).

5. This is how Align Matters B.V. can assist

For founders, investors and corporate partners, EU Inc. could become a practical option for structuring EU operations—especially where speed, cross-border clarity and investment readiness are priorities. While the final shape of the Regulation will depend on the legislative negotiations, now is a good moment to assess how the proposed framework might affect your growth, investment and partnership plans.

• Readiness checks: mapping how EU Inc. could fit your current structure and where national law would still apply.

• Cross-border scaling support: planning for subsidiaries, branches, and group structuring across Member States.

• Investment documentation and cap table hygiene: preparing for digital share registers, share classes and transfer workflows.

• Stakeholder communication: explaining the proposal clearly to boards, investors and partners and tracking developments as the text evolves.

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Note: EU Inc. is not law yet. The details may change during negotiations in the European Parliament and the Council.

If you would like to explore potential scenarios for your organisation—whether as a future EU Inc. company, investor, or commercial partner—Align Matters B.V. can support you with practical, business-oriented guidance.

Source: EUR Lex dossier for COM(2026) 321 final / 2026/0074 (COD) (Proposal for a Regulation on the 28th Regime Corporate Legal Framework – ‘EU Inc.’).

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