What is EU Inc (the 28th regime)?
EU Inc is a proposed regulation (COM(2026) 321), not yet adopted. Figures below are from the proposal and may change in negotiation.
EU Inc is a proposed optional, EU-wide legal form for companies — a single corporate vehicle that would be recognised across all 27 member states. It is layered on top of the existing national company-law regimes rather than replacing any of them, which is why it is called the “28th regime.” Founders would choose it instead of a national form (a French SAS, a German GmbH, an Estonian OÜ), not in addition to one.
The instrument is a Regulation — directly applicable in every member state with no national transposition — resting on the internal-market legal basis, Article 114 TFEU. The Commission published the proposal on 18 March 2026 as COM(2026) 321 final. It is nothing more than a proposal today: it is not law, and its provisions can change before adoption.
Why it exists
EU Inc answers a diagnosis set out in two reports. The Letta report (Much More Than a Market, April 2024) framed the fragmentation of 27 national company-law regimes as a structural barrier to the single market. The Draghi report on EU competitiveness (September 2024) called that legal fragmentation an “invisible tariff” on cross-border growth: a founder who incorporates in one member state faces different company law, registries, filing rules and costs everywhere else. EU Inc is the proposed corporate-law response — one form, one registration, recognised EU-wide. For the fuller story see where EU Inc comes from.
What the proposal contains
The proposed feature set is built around speed, a single point of contact, and digital-by-default administration.
| Feature | What the proposal says |
|---|---|
| Registration | Fully digital, completed within 48 hours |
| Cost | Capped at €100 |
| Minimum share capital | None |
| Articles of association | Standardised EU template, bilingual |
| Legal identity | A single EU registration certificate valid in every member state |
| Infrastructure | An EU central interface built on BRIS (Business Registers Interconnection System) |
| Data | “Once-only” principle — one registration auto-links tax, VAT, social-security and beneficial-ownership authorities |
| Governance | At least one board member must be EU-resident |
| Stock options | EU-ESO: harmonised framework; option taxation deferred to sale of shares |
| Wind-down | Fast, fully digital insolvency procedure for innovative insolvent startups |
Two design choices are worth spelling out. The once-only principle means a single registration event propagates to the tax, VAT, social-security and beneficial-ownership registers without re-submission — the administrative core of the “single window” idea. And EU-ESO harmonises only the timing of stock-option taxation: no taxable event at grant or exercise, tax deferred to the moment shares are sold. The rates and capital-gains treatment remain national. See EU-ESO explained.
Employment law is deliberately left untouched. The proposal states that EU Inc does not weaken employment rights, does not alter labour law, and does not remove co-determination where it exists; those matters remain governed by the law of the member state where the company has its registered office.
Who it is for
EU Inc is voluntary and open to companies of all sizes, but the Commission describes it as “designed primarily with SMEs and startups/scale-ups in mind.” The realistic early audience is EU-focused startups and scale-ups that value operating within a single European framework rather than stitching together national vehicles — or reaching for a US structure.
The honest limits
The proposal has real constraints, and they are the substance of the current debate:
- Tax is not harmonised beyond EU-ESO timing. Corporate tax, rates and capital-gains treatment stay national, so cross-border tax complexity does not disappear.
- Forum shopping and “letterbox company” risk. How to prevent purely nominal registrations is among the most politically charged flashpoints in negotiation, alongside anti-fraud and anti-money-laundering safeguards.
- “27 regimes with a logo.” The Oxford Business Law Blog (“Why the 28th Regime Proposal Falls Short”, March 2026) argues that without a free choice of registration seat, EU Inc risks becoming 27 national regimes sharing a common brand rather than a genuinely unified one.
- Sovereignty. Whether member states will cede company-law control to a truly single regime — and how worker participation and co-determination are handled — remains unsettled.
- The Delaware benchmark. The implicit yardstick of the whole debate is the Delaware C-Corp. Until EU Inc offers comparable legal certainty and investor familiarity, venture-backed founders raising from US funds may keep choosing Delaware.
None of these is fatal, but each is unresolved. Treat every figure and mechanism above as proposed, not settled.
Where the file stands
Co-legislators are working toward a political target of adoption by end 2026. Even on the optimistic timeline, the regulation would only apply around 2028 — roughly twelve months after entry into force, plus the time to build the shared digital infrastructure. First real incorporations are unlikely before then. The legislative tracker is the live, dated record of where the text is; for the plain-language version of the journey, see the EU Inc timeline.
→ Compare against the global default: EU Inc vs Delaware C-Corp · dig into equity: EU-ESO · follow the text: tracker.