EU Inc · 28th regime
EU Inc: where the 28th regime stands, and where to register yours
EU Inc. is a proposed EU-wide company: formed online, no minimum capital, shares transferred online. The Commission proposed it on 18 March 2026 and the Council agreed its position on 23 October. Parliament has not voted yet, so nobody can register one today. This page tracks every step, sets out what the text says and what the Council changed, and shows what the choice of member state will mean.
Last updated 11 November 2026
EU Inc at a glance
- Stage
- Proposal, Parliament vote pending
- Document
- COM(2026) 321, a Regulation
- Council position
- Agreed 23 October 2026
- Trilogues
- Not started
- Political target
- Agreement by end-2026
- Applies
- 12 months (Commission) or 21 months (Council) after entry into force
Status tracker
Where EU Inc stands on 11 November 2026
Every step of the procedure with its date. We update this list when something moves.
- 18 Mar 2026DoneCommission proposal
The Commission publishes COM(2026) 321, a Regulation under Article 114 TFEU, procedure 2026/0074(COD). The European Council asks for political agreement by the end of 2026.
- 23 Apr 2026DoneParliament appoints its rapporteur
The Legal Affairs Committee (JURI) leads. Rapporteur: René Repasi (S&D, Germany).
- 24 Apr 2026DoneDutch government assessment
The Dutch BNC-fiche supports the aim, doubts that Article 114 is enough for the tax parts, calls the 48-hour and EUR 100 targets not realistic and wants one more year to implement.
- 22 May 2026DoneBenelux non-paper
Belgium, the Netherlands and Luxembourg welcome the proposal and ask for stronger links to AML checks, labour law and employee participation.
- 29 Jun 2026DoneParliament draft report
The rapporteur's draft report (PE790.143) keeps the 12-month date of application and the startup insolvency chapter, and would apply the employee-participation rules of the states where staff work.
- 15 Jul and 11 Sep 2026DoneECON and EMPL opinions
Opinions for JURI from the Economic Affairs Committee (rapporteur Lalucq, 15 July) and the Employment Committee (rapporteur Danielsson, 11 September).
- 8 Oct 2026DoneJURI vote postponed
No majority on co-determination, so the committee vote is taken off the agenda. There is no vote on 19 October either.
- 23 Oct 2026DoneCouncil mandate agreed
Coreper agrees the Council's negotiating position (document ST 14376/26). Reported votes: Malta and Slovakia against, Finland and Hungary abstaining.
- No date yetPendingJURI committee vote
Provisional dates of 5 November (committee) and 12 November (plenary) were reported in late October. As of 11 November no committee vote date has been confirmed. JURI meets on 3, 7 and 10 December.
- No date yetPendingParliament mandate
Parliament needs a committee vote, and possibly a plenary vote, before it can negotiate with the Council.
- After the EP mandateNot startedTrilogues
Negotiations between Parliament, Council and Commission. Not started: they need Parliament's mandate first.
- Target: end-2026Not startedPolitical agreement and adoption
The European Council's target is agreement by the end of 2026. After formal adoption the Regulation is published in the Official Journal and enters into force on the 20th day after publication.
- 12 or 21 months laterNot startedDate of application
Commission and rapporteur's draft: the last day of the 12th month after entry into force. Council: the 21st month, with some articles not before 31 July 2028. Only then can an EU Inc. be registered.
What is still open
- When JURI votes, and whether a compromise on co-determination unlocks it. Whether trilogues start in 2026.
- The date of application: 12 months (Commission and rapporteur's draft) or 21 months (Council). In our reading, first registrations are unlikely before 2028.
- Whether the 48-hour and EUR 100 promise survives the Council's exclusions, the 10-day extension and AML refusals.
- Whether formation with your own articles gets an EU-wide price cap, or national cost recovery as the Council wants.
- Whether the startup insolvency chapter returns, and the final scope of the stock option tax rule.
- The role of notaries in share transfers, which the Dutch government wants to keep.
What EU Inc is
The proposal in plain words
What the Commission text (COM(2026) 321) says. Article numbers are from the proposal; the Council changes follow below. Read the full text, article by article →
Who can found one
One or more natural or legal persons. The text sets no nationality or residence condition for founders.
Art. 3(c)Directors
Directors must be natural persons, and at least one must live in the EU. Read together with Art. 3, non-EU founders appear possible with one EU-resident director; the text does not say so in terms.
Art. 42(2)Capital
No minimum capital and no legal reserve. Whatever is contributed must be fully paid on issue. The Council text adds that capital may be EUR 0.
Arts 62, 64(4)Online formation
Through an EU central interface linked to the business registers, or fully online with the national register. Existing companies can also convert, merge or divide into an EU Inc.
Arts 15–19, 21Template articles
With the EU template articles: registration within 48 hours for at most EUR 100, and no notarial deed. With your own articles: 5 working days, and the proposal sets no fee cap.
Arts 8(2), 16, 17Name and language
The name ends with "EU Inc.". Articles are in a language of the registration state plus one customary in international business; with templates both versions are equally valid.
Arts 6, 7Shares
Digital share register, no bearer shares, non-par shares, and classes with multiple or no votes. Shares are freely transferable unless the articles say otherwise.
Arts 53–55, 58, 61Share transfers online
A transfer can be made fully online with a qualified e-signature or seal, or an advanced signature with an identity check. Member states may not require a notarial deed for it.
Art. 59Seat
The registered office and the central administration must both be "in the Union". The text does not require them to be in the same member state.
Art. 9Distributions
Before paying out, directors sign a certificate on a balance-sheet test and a 12-month solvency test, and are jointly liable if it is wrong.
Art. 72EU-ESO
Employee stock options (warrants) for staff and board members, excluding holders above 25%, with a 24-month minimum waiting period. Taxed only when the shares are sold, on the gain over the acquisition price.
Arts 78, 79Tax stays national
No new EU tax and no tax harmonisation. A tax number and VAT number are issued through the register. Corporate tax, tax residence and exit tax follow national law.
Art. 20Legal personality starts on registration in the business register of the member state of the registered office (Art. 5). Where the Regulation is silent, the law that the state applies to a national form it designates fills the gap (Art. 4), and annual accounts follow that state's accounting law (Art. 105). A solvent company with no assets or debts can be wound up on a fast track (Art. 83); the Commission expects about three months to deletion.
Council position, 23 October 2026
What the Council changed
The member states kept the structure but added checks, time and national control. Parliament has not adopted its position, so neither column is final.
| Topic | Commission proposal | Council mandate |
|---|---|---|
| Date of application | Last day of the 12th month after entry into force | 21st month, and some articles (24, 30 to 32) not before 31 July 2028 (bracketed in the text) |
| Fast track | 48 hours and at most EUR 100, with EU template articles only | 48 hours from receipt of payment, excluding weekends and public holidays. The EUR 100 cap covers checks and registration and can be reviewed by delegated act |
| Who gets the fast track | Anyone using the templates | Not with non-standard articles, contributions in kind, or a possible director disqualification |
| Extra time for checks | Fixed deadlines: 48 hours or 5 working days | Authorities may extend by up to 10 working days for further assessment and stop the clock |
| Own articles (standard procedure) | 5 working days, no cost cap stated | 5 working days, cost set by each member state at cost recovery |
| Checks before registration | Administrative, judicial or notarial check of form, content, name, object, capacity and contributions | Harmonised checks including director identity and EU residence. Registration may be delayed or refused on AML, terrorist-financing or criminal grounds; labour and social-security checks may run in parallel |
| Share register | Entry in the register transfers the share; the company records a transfer within 3 working days | No constitutive effect: a transfer is effective against the company once registered |
| Governance | Board of directors (natural persons, at least one EU-resident) | Optional supervisory board; board decisions by consensus unless the articles say otherwise; a qualified business judgement rule |
| Employee participation | Rules of the registered-office state | Same, plus an optional host-state mechanism: above the host state's headcount threshold, a branch must become a local subsidiary or the rights go into the articles by the end of the next financial year |
| Insolvency | Simplified winding-up for insolvent innovative startups (Chapter X) | Chapter X deleted; national insolvency law applies |
| EU-ESO tax | Tax only on sale of the shares; a "not less favourable" non-discrimination clause (Art. 79(4)) | Only companies with fewer than 750 staff and turnover up to EUR 150m at issue; non-discrimination clause deleted; fair market value may replace an undervalued price; national anti-abuse, residence and exit-tax rules preserved |
| Anti-abuse | No equivalent article | New Art. 103a: case-by-case measures against wholly artificial arrangements |
Parliament's side is a draft so far: the rapporteur keeps the 12-month date and the insolvency chapter, would apply the employee-participation rules of the states where staff work, with the strictest regime prevailing, and would exclude some sectors such as construction, cleaning, hospitality and road freight. One Council point is unclear in the published redline: whether any cash paid into capital also rules out the fast track.
Where to register your EU Inc
One EU form, 27 national homes
An EU Inc. registers in one member state. Its legal personality, tax and much of its daily life then come from that state, so the choice of country matters as much as it does for a national company.
Corporate tax, dividend withholding, tax residence and exit tax of that state. The proposal changes none of them.
Its business register, its control body (administrative, court or notary) and, under the Council text, its AML checks.
The rules of the registered-office state, with host-state rules for large branches in the Council text.
The national company form that state designates applies wherever the Regulation is silent.
Its accounting and filing rules for annual accounts.
Tax residence stays with national law and treaties, so where the company is really managed still matters. The Council adds a power against wholly artificial arrangements.
Ranked side by side, with a picker for your case: where to register an EU Inc. For option plans: EU-ESO against the Dutch, Luxembourg and Belgian rules.
Don't wait
Need a company before 2028? Form now, convert later
The proposal lets existing companies become an EU Inc. by conversion, merger or division. Under the Commission text a domestic conversion is possible two years after registration or after two sets of approved annual accounts, and a cross-border conversion follows the EU company law directive. A B.V., SARL or SRL formed today keeps that door open.
Company formation: EU Inc-ready company · Netherlands · Luxembourg · Belgium · EU holding
Waiting list
Join the EU Inc list
One email when the Regulation is adopted, with a short note on where an EU Inc fits your structure.
- What the final text says, against this page
- The date from which you can register
- Our view on Luxembourg, the Netherlands or Belgium for your case
You are on the list
Thank you. We will write when the EU Inc Regulation is adopted, with a short note on where an EU Inc fits your structure.
Need a company sooner? Get a quote for a B.V., SARL or SRL.
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Please send the same request directly and we will add you to the list.
Send on WhatsAppSend by emailWhat is EU Inc.?
EU Inc. is a proposed EU-wide private company form, often called the 28th regime because it sits next to the 27 national systems. The Commission proposed it on 18 March 2026 as Regulation COM(2026) 321. It promises online formation, no minimum capital, digital shares that can be transferred online and an EU employee stock option scheme. Each company still registers in one member state and follows its tax law.
Can I register an EU Inc. today?
No. It is still a proposal. The Council agreed its position on 23 October 2026, but Parliament has not voted and negotiations between the institutions have not started. After adoption, the rules apply 12 months after entry into force under the Commission text, or 21 months under the Council text.
Will formation really take 48 hours and cost EUR 100?
Only with the EU template articles. With your own articles the proposal gives 5 working days and no fee cap. The Council text keeps 48 hours from payment but excludes contributions in kind and non-standard articles, allows up to 10 extra working days for checks, and lets each state charge cost recovery for the standard route. The Dutch government has called the 48-hour and EUR 100 targets not realistic.
Can founders from outside the EU set up an EU Inc.?
The proposal sets no nationality or residence condition for founders, who can be people or companies. At least one director must be an EU resident, and the Council adds that residence to the checks before registration. So non-EU founders appear able to use it with one EU-resident director, but the text does not say so expressly and the final version may differ.
How will an EU Inc. be taxed?
Like any other company in the member state where it is tax resident. The proposal creates no EU tax and does not harmonise corporate tax. The one tax rule is for employee stock options: tax only on the sale of the shares. The Council narrowed that rule to companies with fewer than 750 staff and up to EUR 150m turnover, and kept national anti-abuse and exit-tax rules.
Should I wait for EU Inc. or form a company now?
If you need a company before 2028, waiting costs time. A Dutch B.V., Luxembourg SARL or Belgian SRL formed now can later convert into an EU Inc.: under the Commission text a domestic conversion is possible two years after registration or after two sets of approved annual accounts. Our form now, convert later note explains the route.
Sources
Official documents
- European Commission, EU Inc. proposal, 18 March 2026
- COM(2026) 321 final, full text (Council document ST 7498/26)
- Council mandate for negotiations, ST 14376/26, 19 October 2026
- European Parliament Legislative Observatory, 2026/0074(COD)
- Tweede Kamer, BNC-fiche EU Inc., 24 April 2026
- Benelux non-paper on EU Inc., forwarded 22 May 2026
This page describes proposals, not adopted law. Article numbers refer to the Commission proposal unless the Council mandate is named.