Converting an existing company into an EU Inc
EU Inc is a proposed regulation (COM(2026) 321), not yet law. The conversion routes below come from the proposal and early analyses, and may change in negotiation.
On this page
Not yet possible. No company can convert into an EU Inc today, because the EU Inc does not exist yet. It is a proposed regulation (COM(2026) 321), targeted for adoption end 2026 and application around 2028. This page maps what the proposal and its early readers say about conversion — to prepare, not to act on.
If you already run an SAS, GmbH, BV, SL or another national limited liability company, the question is not whether EU Inc looks attractive — it is whether you could move into it without rebuilding your company from zero. The short answer from the proposal’s early readers: yes, conversion is part of the design — but through routes that lean heavily on national law, with at least one unexplained condition attached.
Can an existing company become an EU Inc?
Yes, in principle — and this is a deliberate contrast with the Societas Europaea, which only existing cross-border groups could form. The EPRS briefing states that “any company would be able to register in any Member State and opt in to the EU Inc. company form”, and the Oxford Business Law Blog confirms the regime is open to “existing companies of any size and age”.
So eligibility is broad: you do not need to be a startup, a certain size, or cross-border. What you do need is to already be a limited liability company in a member state — and to clear the mechanics below.
The routes the proposal opens
According to EY Law’s analysis, existing companies could become EU Incs via three families of operations:
| Route | What it means for you |
|---|---|
| Domestic conversion | Your SAS or GmbH changes legal form into an EU Inc, staying in the same member state. The most direct path for a single-country company. |
| Domestic merger or division | An EU Inc emerges from merging or splitting existing companies within one member state — useful for group reorganisations. |
| Cross-border conversion, merger or division | The same operations across member states, carried out under Directive 2017/1132, the EU’s company-law and mobility framework, per Liedekerke. |
Note what is not on this list: a special, harmonised, 48-hour “conversion window”. The €100 / 48-hour fast lane described on the registration page is for new formations. Converting an existing company is a corporate restructuring, and restructurings run on heavier rails.
Which law actually governs your conversion
Here is the part the marketing around EU Inc tends to skip. Andersen’s analysis is blunt: “a conversion process governed by national law will allow existing entities (e.g. SLs or SAS) to become EU Inc.”
That follows from the proposal’s architecture. As the Oxford Business Law Blog highlights, Article 4 of the proposal sends every matter the regulation does not cover back to the national law applicable to comparable national forms. For conversions, that means shareholder-approval thresholds, creditor protection, notarial involvement and filing steps would largely be those of your member state. Converting a French SAS and converting a German GmbH into the same EU form may be two quite different projects — the “27 versions” criticism, applied to the on-ramp.
The two-year condition nobody explains
Two firms — EY Law and Liedekerke — report that conversions are “subject to a two-year waiting period”, with only limited one-off adjustment costs expected.
Neither says what the two years attach to. A minimum company age before converting? A lock-in after conversion? An anti-abuse cooling-off? The public sources we have reviewed do not resolve it, and we will not guess. Flag this as an open point and expect it to be clarified — or renegotiated — before adoption.
What conversion would not change: tax
Converting the legal form would not move your taxes. EU Inc harmonises no corporate tax — only the timing of EU-ESO stock-option taxation. None of the available analyses addresses the tax treatment of the conversion operation itself; a cross-border conversion, in particular, can raise exit-tax questions that are entirely national today. Until the final text or national guidance says otherwise, assume the tax consequences of converting are governed by current national rules.
What to do now (and not do)
- Do not restructure in anticipation. The routes above are proposal-stage; the prepare page explains why building for unadopted rules costs real money.
- Do incorporate nationally if you need a company now. The existence of conversion routes is precisely what makes waiting unnecessary.
- Do watch the file. Conversion mechanics, the two-year condition and the seat rules can all move in trilogue — follow them in the legislative tracker.
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