On 18 March 2026, the European Commission presented the ‘EU Inc.’ proposal, which represents a significant step towards harmonising European company law. This was followed by a detailed outline of the planned initiative. Firstly, a proposal for the Regulation on the corporate framework of the 28th regime was published, which provides further insight into the structure of the 28th regime. The following aspects were specified:
The use of the new company form “EU Inc.” remains voluntary: founders will continue to have the option of choosing national company forms or opting for the EU Inc. The model is to apply directly in all Member States and be harmonised by an EU regulation.
Furthermore, the registration of an EU Inc. is to take place within a maximum of 48 hours and cost no more than 100 euros. At the same time, the minimum share capital previously often required is no longer necessary. Only a symbolic amount of 1 euro is envisaged. Registration is to take place entirely online via a European register and operate according to the ‘once-only’ principle. This means that company data need only be submitted once and is then automatically exchanged between the commercial register, tax authorities and social security bodies. Furthermore, capital increases, share transfers and shareholder decisions are to be possible entirely digitally in the future. Modern financing instruments such as SAFEs (“Simple Agreements for Future Equity”) are also to be recognised across the EU. With this measure, the EU aims to make investment more attractive and cost-effective and to facilitate access to venture capital, particularly for young growth companies and start-ups.
Another key focus is on attracting and retaining skilled workers. To this end, the EU plans to implement a uniform European employee share ownership model (“EU-ESO”). Employees will only be required to pay tax on share options upon the actual sale of the shares, rather than at the time the options are granted. This is intended to prevent employees from having to pay tax without having actually generated any income (dry income).
Furthermore, insolvency and liquidation proceedings are to be simplified through fully digital and accelerated procedures, enabling failed companies to make a faster fresh start. This is intended to make entrepreneurial risk less of a deterrent.
According to the Commission’s assessment, the implementation of the new system will result in administrative savings of between 328 and 440 million euros over the next ten years. Furthermore, it is forecast that around 308,000 companies could adopt the EU Inc. legal form in future
Whether the EU’s proposal will be implemented in practice within the framework outlined above, however, depends largely on how quickly Member States implement the technical and administrative requirements and to what extent companies actually adopt the 28th regime.
