EU Inc for non-EU founders: what the proposal allows

Q: "Can a US founder register an EU Inc?"

"Under the proposal, yes. An EU Inc may be formed by one or more natural or legal persons, with no nationality or residency condition on founders — but the board must include at least one EU-resident director, and the regime is not yet law, so nobody can register one today."

Q: "Can a UK founder register an EU Inc after Brexit?"

"Yes, on the same footing as any other third-country founder. The proposal draws no distinction between the UK, the US, India or anywhere else: founders face no nationality test, and the only hard condition is one EU-resident director on the board."

Q: "Do I need a visa or EU residence permit to own an EU Inc?"

"The proposal does not address this. EU Inc is company law: it creates a legal form, not residence or work rights. Owning or directing an EU Inc would give you no right to live or work in the EU — immigration remains a matter of national and EU migration law, outside the proposal."

Q: "Can I use a nominee director to satisfy the EU-resident rule?"

"The proposal does not regulate nominee arrangements. Directors must be natural persons with real duties and liability to the company, and anti-abuse safeguards are a live negotiating point in Council. Treat paid nominee setups as legally unsettled and risky until the final text is known."

Q: "Does registering an EU Inc come with an EU bank account?"

"No. The proposal does not guarantee banking access; it only requires that registration payments can be made online to a bank operating in the Union. Opening a business account remains a separate, bank-by-bank decision — often the hardest step for non-resident founders."

Q: "Can a non-EU company be a shareholder of an EU Inc?"

"Yes, under the proposal. Legal persons can be founders (Article 3(c)), attracting third-country investors is an explicit design goal, and recital 36 requires that third-country shareholders can participate and vote in fully online or hybrid general meetings."

Updated 2 Aug 2026 · transactional

EU Inc is a proposed regulation (COM(2026) 321), not yet adopted. The rules for non-EU founders below come from the proposal and may change in negotiation; application is expected around 2028.

On this page

Proposed, not law. Everything below reflects the proposal (COM(2026) 321). EU Inc does not exist yet; application is expected around 2028.

Short answer for founders in New York, London, Bangalore or anywhere else outside the EU: the proposal does not shut you out. There is no nationality test and no founder-residency test. There is exactly one hard governance condition — at least one director resident in the EU — and one big thing the proposal deliberately does not do: give you any right to live or work in Europe.

No nationality test on founders

The proposal is explicit. Under Article 3(c) of COM(2026) 321, an EU Inc “may be formed by one or more natural or legal persons” — with no condition of nationality or residence attached to those persons. Recital 5 adds that the framework “should be legally open to all founders and companies who see it fit for their business model”, and that both natural and legal persons can form one, including as a subsidiary of an existing company.

So a solo American founder, a UK founding team, or an Indian parent company setting up an EU subsidiary would all be eligible founders. The company itself, however, is European by construction: it must be registered in a member state, holds a registered office there, and is governed by the Regulation plus the law of that member state. General eligibility is covered in who can register an EU Inc.

The one hard rule: an EU-resident director

The residency condition sits on the board, not the cap table. Article 42(2) of the proposal states that the board of directors “shall consist of one or more natural persons” and that “at least one of the directors shall be resident in the Union” — a point the European Parliament’s explainer confirms. Note the details:

It is a residence test, not a nationality test. An American living in Berlin or a Brit living in Lisbon satisfies it.
Only one director needs to qualify. The rest of the board — and 100% of the shareholders — can be outside the EU.
Directors must be natural persons, and a director disqualified in one member state cannot serve on an EU Inc board.

For a fully non-EU founding team, the practical options are to relocate one founder, appoint an EU-based co-founder or executive, or bring an EU-resident independent onto the board. What about renting a nominee? The proposal does not regulate nominee directors — but directors carry genuine duties and liability to the company, and preventing misuse “from third-country companies or foreign entities” is precisely the safeguard area member states flagged in Council (see BusinessEurope’s position paper and the COMPET debate of 28 May 2026). Residency and substance conditions could get tighter, not looser, before adoption.

What an EU Inc does not give you

Being honest about the gaps matters more for non-EU founders than for anyone else:

No visa, no residence rights. The proposal is company law and says nothing about immigration. Owning or even directing an EU Inc would confer no right to enter, live or work in the EU. Founder visas remain a national matter (France’s French Tech Visa, Germany’s self-employment permit, etc.), entirely outside this text.
No tax advantage. An EU Inc would be tax-resident where national rules place it, like any local company — see EU Inc and taxes. Only the timing of EU-ESO stock-option taxation is harmonised.
No bank account. The proposal requires registration fees to be payable online, but does not guarantee that any bank will open an account for a company with non-resident owners. That friction survives.
Identification friction. Founders must be identified and sign under the eIDAS framework (Regulation 910/2014, as amended in 2024), with physical presence demanded only case-by-case on suspicion of identity falsification. How a founder with no EU electronic ID completes this fully online is a practical question the proposal does not spell out.

Third-country money is a design goal

If the proposal is guarded on governance, it is openly welcoming on capital. The explanatory memorandum names “third-country venture capitalists and cross-border angel investors” among the audiences the harmonised rules are meant to unlock, and recital 36 requires that “both Union and third country shareholders are able to participate in general meetings”, held fully online or hybrid. A US fund holding preferred shares in an EU Inc is squarely within the intended use, which is much of the point of the comparison with a Delaware C-Corp — or, for British founders, with a UK Ltd.

When any of this becomes real

None of it is available today. Adoption is targeted for end 2026, the Regulation would apply twelve months after entry into force, and first incorporations are unlikely before 2028. Between now and then, every rule on this page can move — the EU-resident director clause and third-country safeguards are among the likeliest to be tightened.

→ Next: how registration would work · eligibility in full · live status in the legislative tracker.

Frequently asked questions

Can a US founder register an EU Inc?

Under the proposal, yes. An EU Inc may be formed by one or more natural or legal persons, with no nationality or residency condition on founders — but the board must include at least one EU-resident director, and the regime is not yet law, so nobody can register one today.

Can a UK founder register an EU Inc after Brexit?

Yes, on the same footing as any other third-country founder. The proposal draws no distinction between the UK, the US, India or anywhere else: founders face no nationality test, and the only hard condition is one EU-resident director on the board.

Do I need a visa or EU residence permit to own an EU Inc?

The proposal does not address this. EU Inc is company law: it creates a legal form, not residence or work rights. Owning or directing an EU Inc would give you no right to live or work in the EU — immigration remains a matter of national and EU migration law, outside the proposal.

Can I use a nominee director to satisfy the EU-resident rule?

The proposal does not regulate nominee arrangements. Directors must be natural persons with real duties and liability to the company, and anti-abuse safeguards are a live negotiating point in Council. Treat paid nominee setups as legally unsettled and risky until the final text is known.

Does registering an EU Inc come with an EU bank account?

No. The proposal does not guarantee banking access; it only requires that registration payments can be made online to a bank operating in the Union. Opening a business account remains a separate, bank-by-bank decision — often the hardest step for non-resident founders.

Can a non-EU company be a shareholder of an EU Inc?

Yes, under the proposal. Legal persons can be founders (Article 3(c)), attracting third-country investors is an explicit design goal, and recital 36 requires that third-country shareholders can participate and vote in fully online or hybrid general meetings.