EU Inc eligibility: who can register

Q: "Is EU Inc only for startups?"

"No. It is open to companies of all sizes, but it is 'designed primarily with SMEs and startups/scale-ups in mind'. Large companies can use it too; the incentives are strongest for cross-border small and growth-stage firms."

Q: "Do all founders need to live in the EU?"

"No. The proposal requires at least one board member to be EU-resident. It does not require every founder or shareholder to be EU-based, so non-EU founders can participate provided the residency condition on the board is met."

Q: "Does registering an EU Inc change where my company pays tax?"

"No. EU Inc is not a tax-residence tool. Tax remains national — only the timing of EU-ESO option taxation is harmonised (deferred to sale). Rates and capital-gains treatment stay with the relevant member state."

Q: "Can I convert my existing national company into an EU Inc?"

"The proposal creates EU Inc as an optional form alongside national ones, but conversion mechanics are not settled in the facts available here. Treat migration/conversion as unconfirmed until the final text specifies it."

Q: "Is EU Inc mandatory for cross-border businesses?"

"No. It is voluntary. National forms remain fully available; EU Inc is an extra, 28th option you choose instead of a national form."

Updated 2 Aug 2026 · informational

EU Inc is a proposed regulation (COM(2026) 321), not yet adopted. Eligibility conditions are from the proposal and may change; the rules are expected to apply around 2028.

On this page

Proposed, not law. Eligibility below reflects the proposal (COM(2026) 321). The regime is not yet operational; the rules are expected to apply around 2028.

EU Inc is an optional, EU-wide legal form — the “28th regime” — layered on top of the 27 national company-law regimes. Understanding who can use it starts with one point: it is a choice, not an obligation, and it sits beside national forms rather than replacing them.

Open to all sizes, aimed at SMEs and startups

The proposal is voluntary and open to all company sizes, but it is explicitly “designed primarily with SMEs and startups/scale-ups in mind.” Nothing bars a large company from using it, yet the design — fast digital formation, standardised template articles, harmonised stock options — targets the pain points of small and growth-stage firms scaling across borders.

The one hard condition: an EU-resident director

The clearest eligibility requirement is governance, not ownership:

At least one board member must be resident in the EU.

This is a substance/anti-abuse condition, not a nationality test on founders or shareholders. The proposal does not require every founder to be EU-based — so a company with non-EU founders can still qualify, provided the board includes at least one EU-resident member. Because anti-fraud/AML safeguards and worker-participation rules are live negotiating points (COMPET, 28 May 2026), residency and substance conditions may be tightened before adoption.

It sits beside national forms

EU Inc does not replace the SAS, GmbH, Ltd or any other national vehicle. It is an additional option — the “28th” — that a founder selects instead of a national form. National company law remains fully available and unchanged. The member state of the registered office still governs employment: the proposal states EU Inc “does not weaken employment rights, does not alter labour law, does not remove co-determination where it exists.”

Cross-border use cases

The regime’s logic is cross-border. It answers the Draghi and Letta reports, which frame the fragmentation of 27 company-law regimes as an “invisible tariff” on scaling across the single market. Typical candidates:

A startup operating in several member states that wants one company recognised EU-wide via the single EU registration certificate.
A founding team spread across the EU that wants a single, digital formation rather than incorporating and maintaining multiple national entities.
An EU-centric company that would otherwise reach for a Delaware C-Corp and now weighs staying within a single European framework — see EU Inc vs Delaware.

What EU Inc is not

Not a tax-residence or tax-optimisation tool. Tax is not harmonised beyond the timing of EU-ESO option taxation (deferred to the sale of shares). Rates, bases and capital-gains treatment stay national, and cross-border tax complexity remains.
Not a way to escape labour or co-determination rules. Employment law follows the member state of the registered office.
Not mandatory. It is one option among 28; national forms are unaffected.
Not yet usable. It is a proposal, targeted for adoption end 2026, with application expected around 2028.

→ Next: how to register · what it costs · status in the legislative tracker.

Frequently asked questions

Is EU Inc only for startups?

No. It is open to companies of all sizes, but it is ‘designed primarily with SMEs and startups/scale-ups in mind’. Large companies can use it too; the incentives are strongest for cross-border small and growth-stage firms.

Do all founders need to live in the EU?

No. The proposal requires at least one board member to be EU-resident. It does not require every founder or shareholder to be EU-based, so non-EU founders can participate provided the residency condition on the board is met.

Does registering an EU Inc change where my company pays tax?

No. EU Inc is not a tax-residence tool. Tax remains national — only the timing of EU-ESO option taxation is harmonised (deferred to sale). Rates and capital-gains treatment stay with the relevant member state.

Can I convert my existing national company into an EU Inc?

The proposal creates EU Inc as an optional form alongside national ones, but conversion mechanics are not settled in the facts available here. Treat migration/conversion as unconfirmed until the final text specifies it.

Is EU Inc mandatory for cross-border businesses?

No. It is voluntary. National forms remain fully available; EU Inc is an extra, 28th option you choose instead of a national form.