EU Commission proposes “EU Inc.” : a new optional EU-wide corporate regime
A landmark legislative proposal introduces an optional, fully digital, EU-wide corporate framework designed to simplify the creation and scaling of businesses across the EU. This initiative forms the cornerstone of the EU’s forthcoming “28th regime for companies”, aimed at enhancing competitiveness and reducing legal fragmentation within the Single Market.
EU Inc. represents a significant shift in EU company law as it offers a single, harmonised set of corporate rules that businesses may opt into, instead of navigating the complexities of 27 national legal systems and over 60 company forms. The proposal is structured as an EU Regulation and is intended to:
Facilitate rapid company formation (within 48 hours)
Enable fully digital corporate operations
Reduce administrative burdens and costs
Improve access to capital and talent
Strengthen the EU’s attractiveness for startups and scale-ups
Core elements of EU Inc.
Fast and cost-efficient incorporation: EU Inc. companies could be established within 48 hours, at a cost below €100, and without minimum share capital requirements.
Single EU-level digital interface: companies will submit information once via an interconnected EU system linking national registers, with a future central EU register planned.
Fully digital lifecycle: corporate governance, filings, shareholder meetings, financing operations, and even liquidation procedures will be conducted digitally by default.
Simplified insolvency and liquidation: startups benefit from streamlined winding-up procedures, reducing time, cost, and stigma associated with business failure.
Enhanced investment framework: the proposal removes formal barriers such as mandatory intermediaries for share transfers and enables flexible share structures (e.g., multiple voting rights), improving investor appeal.
Talent attraction mechanisms: EU-wide employee stock option plans will be introduced, with taxation deferred until realisation, enhancing competitiveness in talent acquisition.
Freedom of establishment across the EU: companies may choose their Member State of incorporation while benefiting from uniform rules across the EU.
Safeguards against abuse: national labour, social, and tax laws remain fully applicable, ensuring that EU Inc. cannot be used to circumvent employee protections or regulatory standards.
Strategic Context
The initiative forms part of the EU’s broader competitiveness agenda, as highlighted in the Draghi Report on EU competitiveness. It sits within the wider “28th regime” framework developed by the EU Commission, which combines EU Inc. with a set of complementary measures to support innovative companies across the Single Market.
These include initiatives to enhance access to capital (notably under the Savings and Investment Union and venture capital reforms), advance tax simplification (including BEFIT and the Head Office Tax system), accelerate digitalisation (in particular through the European Business Wallet), facilitate labour mobility and cross-border telework, and promote a more consistent legal environment, including through specialised judicial chambers or courts and common definitions for innovative companies.
In this context, EU Inc. contributes indirectly to the development of the Capital Markets Union by reducing legal fragmentation and standardising the corporate framework, thereby enhancing the scalability and attractiveness of EU companies for cross-border investment. It does not, however, harmonise capital markets rules (e.g. listing requirements, securities law or investor protection), which remain governed by separate EU initiatives.
EU Inc. marks a potentially transformative development in EU company law, aiming to reduce fragmentation and unlock the full potential of the Single Market. While optional, its practical advantages could drive significant uptake, particularly among innovative and high-growth companies.
Businesses operating in or entering the EU should monitor legislative developments closely and begin evaluating the strategic opportunities and implications of this new regime.
Next Steps
The proposal is now being reviewed by the EU Parliament and the Council. The Commission seeks political agreement by the end of 2026.
Sources : Commission presents proposal for EU Inc.; Questions & answers ; Factsheet: Proposal for an EU Inc. corporate legal framework ; EU Inc.: A new harmonised corporate legal regime ; Communication: towards a EU Inc. for EU companies ; Proposal for an EU Inc. corporate legal framework ; Impact assessment for EU Inc. corporate legal framework ; Recommendation to harmonise the definition of innovative companies, startups and high-growth scaleups ; EU Startup and Scaleup Strategy - Research and innovation.
For more information, please contact Bruno Lebrun – Partner – b.lebrun@janson.be.