With the so-called ‘28th Regime’, the European Commission is pursuing the goal of creating a uniform legal framework for innovative and growth-oriented companies for the entire European Union. The project aims to facilitate cross-border market access within the European Union for unlisted limited liability companies, in particular European start-ups and scale-ups, and to overcome existing fragmentation in national company laws.
The term ‘28th regime’ does not refer to another national law, but to an additional, uniform set of rules across the EU that is to be added to the 27 national legal systems of the Member States. In future, companies would have the option of voluntarily opting into this regime and thus benefiting from harmonised requirements, particularly in company, insolvency, labour and tax law.
The background to this project is the recognition that, despite far-reaching harmonisation, the European single market continues to be characterised by differing national regulations. Small and medium-sized enterprises often face considerable administrative and financial challenges. Among other things, this hinders the expansion of start-ups and scale-ups, which currently requires multiple start-ups in different Member States. Large corporations, on the other hand, usually have the necessary resources to cope with complex multi-state structures.
The 28th regime aims to make Europe more attractive as a location for start-ups and innovation and to reduce its competitive disadvantage in the global market, particularly vis-à-vis the US and Asia. To this end, the 28th regime aims to reduce bureaucratic burdens and regulatory hurdles, avoid complex restructuring, facilitate investment and strengthen the integration of the European capital market.
Under the planned regulatory framework, according to the recommendations published by the European Parliament in January 2026 Member States could either integrate EU-wide rules into existing company forms or create a new company form (Single European Company (S.EU.)).
In addition, the following aspects are of particular practical relevance for the establishment of an S.EU.:
· Fully digital registration completed within 48 hours.
· A minimum share capital of 1 euro.
· Digital communication with authorities.
· Digital provision of information for investors.
Digital communication and information provision are to be carried out via a digital, uniform and multilingual portal operated by the Commission, which is accessible to all EU Member States, bundles information and refers to existing national registers.
In addition, S.EUs are to have access to specialised and accelerated dispute resolution procedures, which can also be conducted in English.
Furthermore, optional protection mechanisms are to be provided for, such as a separation of voting and property rights or a contractually regulated distribution of profits limited in time or amount.
Finally, employees should also benefit from the advantages of S.EU through employee participation programmes and share option plans.
A legislative proposal from the Commission on the 28th regime is already expected in the first quarter of 2026. We will keep you informed of further developments.
