EU Inc Regulation, Chapters I to III

1. This Regulation lays down rules to improve the functioning of the internal market and to create an efficient legal framework for companies and investors by:

(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State;

(b) creating an EU central interface, based on the Business Registers Interconnection System (BRIS), for the purposes of the registration of companies taking the EU Inc. legal form, as well as for filing by EU Inc. companies;

(c) introducing measures to reduce obstacles to the use and acceptance of documents and information regarding EU Inc. companies including through the application of the once-only principle;

(d) introducing measures to reduce administrative burden in procedures covered by this Regulation throughout the lifecycle of EU Inc. companies including investment-related procedures;

(e) removing obstacles with respect to financing of EU Inc. companies and investment in such companies;

(f) harmonising nullity rules and certain other aspects of insolvency procedures applicable to specific categories of undertakings taking the legal formregarding the closure of EU Inc. companies;

(g) prohibiting certain discriminatory measures with respect to EU Inc. companies whose registered office is in another Member State.

2. This Regulation does not affect Union and national employment, taxation, social security or insolvency law, without prejudice to Articles 12 and 79.

3. If the nature of the business carried out by an EU Inc. is regulated by specific provisions of Union or national law, those laws shall apply in full to the EU Inc.

(1) ‘EU central interface’ means a digital user interface established, operated and maintained by the Commission, based on BRIS and its Union digital access point, as referred to in Article 22 of Directive (EU) 2017/1132;

(2) ‘Business Registers Interconnection System’ (‘BRIS’) means the system of interconnection of registers operating at the Union level, composed by the business registers of the Member States, the platform and the E-Justice portal as referred to Article 22 of Directive (EU) 2017/1132;

(3) ‘business register’ means a central, commercial or companies register referred to in Article 16(1) of Directive (EU) 2017/1132;

(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural person who is registered into the digital register of shares;

(5) ‘articles of association’ means both the instrument of constitution and the statutes in one single document;

(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may have separate management, through which an economic activity of a company is carried out;

(7) ‘fully online procedure’ means a procedure that can be carried out fully online without the necessity to appear in person before any authority or person or body mandated under national law to deal with any aspect of the procedure;

(8) ‘employee participation’ means participation as defined in point (k) of Article 2 of Directive 2001/86/EC;

(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the necessary steps for its entry in the business register;

(10) ‘filing’ means the procedure of submitting information or documents to a business register excluding the formation of an EU Inc., either directly or through the EU central interface.

(11) ‘object of the company’ means the main activity or activities of the company, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if anywhere the EU templates are not used, also more specific activities and purposes, if any, expressed in free text;

(12) ‘single-member company’ means a company the shares of which are held by a single shareholder;

(13) ‘liquidation’ means the procedure of the winding up of the dissolved company’s affairs;

(14) ‘digital EU power of attorney’ means a standardised, digitally authenticated document that authorises a person to represent a company in cross-border company law procedures within the Union and is accepted as evidence of the authorised person's entitlement to act on behalf of the company in accordance with Article 16c of Directive (EU) 2017/1132;

(15) ‘EU Company Certificate’ means an authenticated document issued by a Member State business register containing key information about a company registered in that business register, which is accepted in EU Member States, in accordance with Article 16b of Directive (EU) 2017/1132;

(16) ‘legalisation’ means the formality for certifying the authenticity of a public office holder’s signature on a document, the capacity in which the person signing that document has acted and, where appropriate, the identity of the seal or stamp which that document bears;

(17) ‘similar formality’ means the addition of the certificate provided for by the Apostille Convention;

(18) ‘registration of a branch’ means a process leading to the making publicly available theof documents and information relating to a branch newly opened in a Member State;

(19) ‘related party’ has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council ;

(19a) 'close member of the family of a director' has the same meaning as the concept 'close members of the family of a person' in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council;

(20) ‘distribution’ means any direct or indirect transfer of economic value to a shareholder without due consideration and in the absence of a genuine commercial purpose, with the exception of capital reductions, the acquisition of own shares by the company and the redemption of shares;

(21) ‘digital register of shares’ means the record of shares maintained in a digital format by the company or by a third party, which contains information on the ownership of the shares at any time by identifying the holder of each share, as well as the history of all share transfers;

(22) ‘share transfer’ means a transaction involving any change in share ownership, regardless whether the transaction is carried out for consideration or for free;

(23) ‘digital share certificate’ means a legal document issued by the company specifying the shares held by a shareholder as evidencedincluded in the digital register of shares that confirmsevidences the entitlement of ownership of the shares specified therein;

(24) ‘multilateral trading facility’ means a multilateral trading facility as defined in Article 4(1), point (22), of Directive 2014/65/EU;

(25) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU;

(26) ‘convertible instruments’ means instruments, which give their holders, in whole or in part, a right or duty to exchange their claim against the company for new shares in the company;

(27) ‘warrants’ means instruments which entitle their holders to subscribe for new shares in the company for a consideration whose amount, or whose calculation basis, is pre-determined at the time of the issuance of the instruments;

(28) ‘pre-emptive right’ means the preferential right held by existing shareholders to acquire new shares or instruments entitling to new shares;

(29) ‘dissolution’ means the decision or event, including a decision of the general meeting, the expiry of a term or occurrence of an event specified in the articles of association or a judicial order, that marks the end of the company´s normal business operations and, except in cases of restructuring or rescue as provided by insolvency law, initiates the liquidation process or otherwise requires the company to enter into liquidation;

(30) ‘solventregular liquidation’ means a liquidation initiated by the company when it is able to pay its debts in full within a determined periodunrelated to insolvency proceedings as defined by national law.

1. EU Inc. companies shall be governed by this Regulation and by their articles of association which shall comply with this Regulation.:

(a) by this Regulation,

(b) where and to the extent that this Regulation expressly requires or permits a matter to be regulated by the articles of association, by their articles of association, which shall comply with this Regulation, and

(c) in the case of matters neither governed by this Regulation nor the articles of association in accordance with point (b), by national law.

2. Matters that are not covered by this Regulation or by the articles of associationFor the purposes of paragraph 1, point (c), Member States shall be governed by national law, including the provisions transposing Union law, which apply to relevantdesignate one or more national legal forms in the Member State in which the EU Incand/or specify or lay down provisions. has its registered office.

3. Member States shall designate the relevant national legal form referred to under paragraph 2, the provisions of which apply to EU Inc. companies.

1. An EU Inc. company shall be registered in the business register of the Member State chosen for its registered office.

2. An EU Inc. company formed in accordance with Articles 16 to 19 of this Regulation shall acquire legal personality on the date on which it is registered in the business register.

If acts have been performed in the name of an EU Inc. company before its registration in accordance with Articles 16 to 19 and it does not assume the obligations arising out of such acts after its registration, the natural and legal persons which performed those acts shall, without limit, be jointly and severally liable therefor, unless otherwise agreed.

1. The name of the company shall comply with the following:

(a) be followed by the mentioninclude ‘EU Inc.’ at the end;

(b) fulfil the functionpurpose of a name by identifying the company;

(c) not mislead, intentionally or otherwise, the public, in particular as to the nature of its business activities;including:

(i) by misleading the public as to its nature or the nature of its business activities;

(ii) by being confusingly similar to the name of any existing limited liability company, including an EU Inc. company, whose information is available via the Business Registers Interconnection System (‘BRIS’);

(d) not be contrary to public policy or to accepted principles of morality; and

(e) be sufficiently different from names of companies registered in any Member State as an EU Inc. and from names of any other companies available via the Business Registers Interconnection System (‘BRIS’)where provided by national law, not conflict with an existing trade mark.

2. Registering a company name shall not affect any claim another person may have regarding the improper use of a name contrary to Union or national law.

3. A branch of an EU Inc. company shall have the name of that company which may be completedshall be complemented by the branch indication.

4. Member States shall not apply rules that unduly interfere with the lawful registration and use of that name throughout the Union.

1. An EU Inc. shall have articles of association.

2. The articles of association shall cover at least the matters laid down in this Regulation, as specified in Section 1 of the Annex. The articles of association may cover other matters where expressly permitted by this Regulation, as listed in Section 2 of the Annex.

3. The articles of association shall be digital, machine-readable and shall store information as structured data.

4. The articles of association shall be drawn up in at least one of the official language or languages ofpermitted by the language rules applicable in the Member State of registration, and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1).

5. Where an EU Inc. company adopts the standard articles of association as referred to in Article 8, both language versions shall have equal legal value.

Where an EU Inc. adopts non-standard articles of association, the official language or languages of the Member state of registration shall prevail in the event of a discrepancy between the language versions.

The EU Inc. shall be liable for any damages caused to third parties acting in good faith who relied on an inaccurate, incomplete, or misleading version in a language customary in the sphere of international business and finance of the non-standard articles of association.

5a. The Commission shall be empowered to adopt delegated acts in accordance with Article 108a to amend the Annex in order to ensure that it fully reflects and aligns with the body of this Regulation.

1. The EU templates for the standard articles of association (‘EU templates’) may be used as part of the formation procedure through the EU central interface or with the business register.

2. Where the EU templates are used, any requirement to have the company articles of association drawn up and certified in due legal form in accordance with national laws shall be deemed to have been fulfilled. Where those templates are not used, national law regarding the drawing up and certification in due legal form shall apply.

3. The Commission shall, by means of implementing acts, establish the multilingual EU templates for the standard articles of association. Those implementing acts shall include a technical feature enabling the creation of a consolidated version, and shall be adopted in accordance with the examination procedure referred to in Article 107(3). The templates shall respect the following principles:

(a) They shall be tailored to different situations, taking into account the possible needs of EU Inc. companies;

(ab) They shall be drafted in a clear, comprehensible and easy-to-use way;

(bb) They shall include at least the minimum content required by Section 1 of the Annex;

(b) They shall provide for the object of the company to be expressed exclusively in terms of NACE codes; and

(c) They may include further appropriate content as referred to in Section 2 of the Annex.

1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union.

2. Paragraph 1 shall also apply when the EU Inc. company is createdformed through a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132.

1. Member States shall ensure that all procedures within the scope of this Regulation mayinvolving any authority, person or body mandated under national law shall be carried out exclusively fully online.

2. The communications between the EU Inc. company and its shareholders including subscribers and purchasers of shares shall be carried out fully online unless otherwise provided in the articles of association or in any agreement between an EU Inc. company and a shareholder.

3. By way of derogation from paragraph 1, in exceptional circumstances, where duly justified by overriding reason inof the public interest of preventing identity misuse or alteration, or inof ensuring compliance with the rules on legal capacity and on the authority of applicants to represent a company, any public authority or person or body mandated under national law to deal with any aspect of the procedures referred to in paragraph 1, may take measures which could require the physical presence. The physical presence of the person may only be required on case-by-case basis where there are reasons to suspect identity falsification or non-compliance with the rules set out in Article 14 (2), point (d)(b), and provided that any other steps of the procedure can be completed online.

1. Where a procedure within the scope of this Regulation involving any authority, person or body mandated under national law, requires a payment, Member States shall ensure that such payment canmay be made by means of a widely available online payment service that can easily be used for cross-border payments, that permits identification of the person that made the payment and is provided by a financial institution or payment service provider established in a Member State. For payments in Euro, this requirement is fulfilled if the payment can be made as a credit transfer or a direct debit within the scope of Regulation (EU) 260/2012.

2. Payments can be made online toFor the procedures under this Regulation which require payment or proof of payment, Member States shall not require EU Inc. companies to hold a bank account of a bank operating in the Member State of incorporation. An EU Inc. company shall be able to hold a bank account of a bank operating in the Union. In addition, proof of such payments can also be provided online.

1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules, if any, applicable in the Member State in which it has its registered office.

2. Where an EU Inc. is createdformed through a cross-border conversion, merger or division in accordance with Chapters -I, II and IV of Title II of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive.

2a. Member States with employee participation rules may choose to apply paragraphs 2b and 2c to cases where EU Inc. companies registered in other Member States have branches on their territory. Member States that do so shall comply with paragraph 2d and shall communicate the applicable employee participation threshold to the Commission, which shall publish those thresholds on the EU central interface.

2b. Where:

(a) An EU Inc. company is registered in one Member State (‘Member State A’) and has one or more branches in another Member State (‘Member State B’);

(b) Member State B has employee participation rules and has chosen to apply this mechanism; and

(c) The average number of employees of those branches during the financial year exceeds Member State B's applicable employee participation threshold,

the EU Inc. company shall take action in accordance with paragraph 2c.

2c. By the end of the following financial year, the EU Inc. company shall:

(a) form a subsidiary EU Inc. in Member State B which employs the employees of the former branch or branches, either:

(i) by undertaking a division by separation, in accordance with Chapter IV of Title II of Directive (EU) 2017/1132; or

(ii) in any other way; or

(b) amend its articles of association to grant at least the employees of the branch or branches the rights required by Member State B’s employee participation law, insofar as compatible with this Regulation and with Member State A’s law.

Where the EU Inc. company chooses the option in point (a)(ii), Article 160l(7) of Directive 2017/1132 shall apply to the subsidiary. Where the EU Inc. company chooses the option in point (b), it shall ensure respect for those rights so long as it exceeds the employee participation threshold in Member State B.

2d. Member States that choose to apply paragraphs 2b and 2c shall ensure that employees and their representatives are able to institute proceedings to enforce the obligation laid down in paragraphs 2b and 2c, and that their courts and authorities have jurisdiction to enforce that obligation. Such proceedings shall be brought in Member State B.

-1. The prospective members of the board of directors (‘prospective directors’) may apply, on behalf of the founding shareholders, to form an EU Inc. ex nihilo:

(a) Via the EU central interface in accordance with Article 16 (fast-track) or Article 17 (standard); or

(b) Directly in the national business register, either fast-track or standard, in accordance with Article 18.

-1a. The application shall consist of:

(a) The harmonised application form referred to in paragraph (1);

(b) The articles of association, which may use the EU templates referred to in Article 8.

The prospective directors shall be identified through electronic identification means with assurance level high in accordance with Regulation (EU) No 910/2014, shall fill in the company application form, and shall sign that form by means of qualified trust services referred to in Regulation (EU) No 910/2014.

The founding shareholders shall sign the articles of association by means of qualified trust services in accordance with Regulation (EU) No 910/2014.

1. A harmonised application form shall be used for all cases of formation ofapplications to form an EU Inc. company. ItThat application form shall be fully digital, machine readable and shall collect information as structured data.:

(a) be fully digital, machine readable and shall collect information as structured data;

(b) collect the information necessary for the purposes of:

(i) company formation in the national business register; and

(ii) issuing the tax identification number (TIN);

(iii) registering beneficial ownership information in the beneficial ownership register;

(c) include an option for the EU Inc. company to request a VAT identification number and, if so, collect information relevant for the purpose of issuing that number;

(d) provide for the prospective directors to declare that the EU Inc. has the right to use the registered office;

(e) provide for the prospective directors to make the declarations referred to in Article 22(2);

(f) provide for the prospective directors to declare the prospective location of the central administration and the principal place of business of the EU Inc. company, where either or both differ from the Member State of registration.

2. The prospective members of the board of directors, identified through electronic identificationCommission shall, by means in accordance with Regulation (EU) No 910/2014, shall fill in theof implementing acts, establish the harmonised company application form and sign it by means of trust servicesreferred to in paragraph 1. Those implementing acts shall be adopted in accordance with the advisory procedure referred to in Regulation Article 107(EU2a) No 910/2014.

3. The application form referred to in paragraph 1 shall include the information specified in the implementing act referred to in Article 35(3) point (b), to the extent that it is necessary for the purposes of:

(a) company formation in the national business register;

(b) issuing the tax identification number, TIN and/or;

(c) issuing the VAT identification number;

(d) registering beneficial ownership information in the beneficial ownership register.

4. The application form shall be accompanied by the articles of association, which may use the EU templates referred to in Article 8. The founding shareholders shall sign the articles of association by means of trust services in accordance with Regulation (EU) No 910/2014.

5. The application form shall provide that persons applying to become directors declare their consent to becoming directors, acknowledge their duties and declare whether they are aware of any circumstances which could lead to a disqualification in the Member State of registration.

6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons applying to become directors declare that any such circumstances exist, or if their existence is ascertained during preventive controls.

7. The Commission shall ensure that where an EU Inc. is formed in accordance with Articles 16 and 17, the EU central interface provides an automatic verification of whether the proposed company name matches or is similar to a registered Union trade mark, as referred to in Regulation (EU) 2017/1001 , or national trade mark of a Member State, as referred to in Directive (EU) 2015/2436 . Member States shall ensure, where an EU Inc. is formed in accordance with Articles 18 with the business register, that the register provides the automatic verification. To that end, BRIS shall be interconnected, free of charge, with the trade mark IT tools developed by the European Union Intellectual Property Office (EUIPO) in accordance with Article 152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of common or connected databases and portals for Union-wide consultation, search, and classification purposes. Such interconnection shall also allow EUIPO to inform applicants for a trade mark in the Union where the sign applied for is identical or similar to the name of an EU Inc. registered prior to the date of the trade mark application. Such information shall be provided for indicative purposes and shall not prejudice the examination or registration of the trade mark.

1. Member StatesUpon receiving an application referred to in Article 13(-1), the national business register shall ensure that the articles of association at the time of the formation of the EU Inc. and any amendmentsacknowledge receipt and, save where it acts as the sole competent authority, immediately forward the application to the articles of associationcompetent authorities. The competent authorities shall be subject tocarry out the harmonised preventive administrative, judicial or notarial control, or any combination thereofcontrols and checks.

2. That controlThose harmonised controls and checks shall verify that:

(a) the formal and substantive requirements for the articles of association are fulfilled and, where the EU templates referred to in Article 8 are used, that they are used correctly;, including that:

(i) the mandatory minimum content specified in the Annex is included;

(ii) the name and the object of the EU Inc. comply with the requirements of this Regulation;

(iii) where the EU templates referred to in Article 8 are used, that they are used correctly;

(b) the mandatory minimum content is included as specified in the Annex;following points are verified as regards the prospective directors:

(i) the identity of the prospective directors in accordance with Article 13(-1a); where the conditions of Article 10(3) are fulfilled, further measures as referred to in that latter provision may be taken;

(ii) the prospective directors comply with the requirements of Article 22(-1) and have authority to represent the EU Inc. company;

(iii) none of the prospective directors is disqualified in accordance with Article 22;

(iv) at least one of the directors is resident in the EU.

(c) the name and the object of the EU Inc. comply with theany considerations that are to be contributed to capital have been provided in accordance with Article 64(4), and, where applicable, that the additional requirements of this Regulationfor considerations in kind have been met in accordance with Article 65;

(d) the applicants have the necessary legal capacity and have authority to represent the EU Inc. companyinformation contained in the application form referred to in Article 13(1), point b (i) is accurate;

(e) any considerations that are to be contributed to capitalthe declarations required by Article 13(1), points (d) and (e), have been provided in accordance with Article 64 (4), and, where applicable, that the additional requirements for considerations in kind have been met in accordance with Article 65.

2a. The competent authorities shall accept or reject the application based solely on the criteria laid down in paragraph 2, without prejudice to paragraph 2b. Within the timeline and cost ceiling applicable pursuant to Articles 16-18, the competent authorities shall:

(a) accept the application and inform the prospective directors and the business register, which shall register the EU Inc.;

(b) reject the application and inform the prospective directors and the business register of the reason for the rejection; or

(c) exceptionally, where the preventive controls and checks reveal a specific issue requiring further assessment, inform the prospective directors and the business register of the reason why further assessment is necessary and the expected duration, which shall not exceed 10 working days. It shall either accept or reject the application within that deadline.

2b. Where Union or national law concerning money laundering, terrorist financing or other criminal activities provides for grounds to refuse the registration of a company, the application may be paused or rejected in accordance with that law. The procedure laid down in paragraph 2a, including its timelines and the requirement that any pause be exceptional and based on a specific issue, shall remain applicable. However, the extent of the obligation to inform the prospective directors of the reasons for any rejection (under point (b)) or of the fact of or reasons for any further assessment (under point (c)) shall be determined by the applicable Union or national law.

2c. Member States shall lay down rules deciding which competent authorities shall conduct the controls and checks referred to in paragraph 2. Those competent authorities may be administrative, judicial, notarial, or any combination thereof. Appeals against those competent authorities' decisions shall be governed by national law. The business register may act as the sole competent authority, in which case it shall not be required to inform the business register under paragraph 2a.

1. The Commission shall establish the EU central interface as part of the European electronic access point to BRIS as referred to in Article 22 of Directive (EU) 2017/1132.

2. The Commission shall make available electronically in all Union languages the EU templates referred to in Article 8, the application form referred to in Article 13 and relevant detailed guidance for the registration of and filing by an EU Inc. on the EU central interface.

3. Where an EU Inc. is formed through the EU central interface in accordance with Articles 16 and 17, the Commission shall ensure that the interface, through BRIS, transmits to the business register of the Member State of registration the application form and the articles of association. That business register shall share such data with national preventive control authorities.

4. The decision to register an EU Inc. in the national business register shall remain the responsibility of the competent national authority in accordance with national law compliant with the provisions of this Regulation and other Union law.

5. The EU central interface shall enable real-time tracking of the registration status of a company.

6. The EU central interface shall provideinclude basic information about the registration ofhow EU Inc. companies can protect intellectual property rights, including trade markssuch as trademarks and designs.

7. EU Inc. companies shall be able to file documents and information in accordance with Article 25(1) and Article 27(1) through the EU central interface.

7a. The Commission may further develop the technical functionalities of the central interface referred to in paragraph 1 in order to provide further digital information resources about the EU Inc. framework and companies, including aggregated statistics on the number of EU Inc. companies and their sectoral and geographical distribution.

1. WhereIn order to apply to form an EU Inc. is formed through the EU central interface using the fast-track procedure, the prospective directors shall submit the application form referred to in Article 13 together with the EU templates referred to in Article 8standard articles of association.

1a. Fast-track formation may not be used where:

(a) the articles of association are non-standard (do not use the EU templates);

(b) any prospective director is aware of any circumstance which could lead to a disqualification in the Member State of registration (Article 22(2), point (b));

(c) any consideration is to be contributed to the capital in accordance with Article 64(4); and/or

(d) considerations in kind are to be contributed in accordance with Article 65.

In those cases, prospective directors shall use the standard procedure referred to in Article 17 or 18(2)(b).

2. Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed Within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registrationreceipt of the payment referred to in paragraph 2a, excluding weekends and public holidays, the competent business register and competent national authority shall carry out preventive controls and checks and take a decision in accordance with Article 14(2a).

2a. The maximum cost of preventive controls and checks and of registration in accordance with this Article shall be EUR 100 or equivalent sum in the currency applicable in the Member State of registration.

In case of those Member States which have not adopted the euro, the amount in national currency equivalent to the amount set out in subparagraph 1 shall be that obtained by applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of anythis Regulation settingor of the latest delegated act, as referred to in paragraph 3, amending that amount.

For the purposes of conversion into the national currencies of those Member States which have not adopted the euro, the amount in euro specified in subparagraph 1 may be increased or decreased by not more than 5 % in order to produce round sum amounts in the national currencies.

3. The Commission shall review the cost in paragraph 2a every five years from [PO: the date of application of this Regulation] based on the harmonised index of consumer prices established pursuant to Regulation (EU) 2016/792. The Commission shall be empowered to adopt delegated acts in accordance with Article 108a to amend that maximum cost on the basis of each review.

-1. Where the fast-track procedure cannot be used, prospective directors may apply to form an EU Inc. through the EU central interface using the standard procedure.

1. Where an EU Inc. is formed through the EU central interface without using the EU templates referred to in Article 8, The prospective directors shall submit the application form referred to in Article 13 accompanied by the articles of association.

2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed Within 5 working days from submission of the application form and the articles of association and receipt of the payment referred to in paragraph 2a, the business register and competent authorities shall carry out preventive controls and checks and take a decision in accordance with Article 14(2a).

2a. Member States shall lay down rules regarding the maximum cost of the standard procedure, which shall not exceed the recovery of the cost of providing such services.

1. WhereIn order to apply to form an EU Inc. is formed with thethrough the national business register, the formationprospective directors shall be carried out fully online by usingsubmit the application form referred to in accordance with Article 13 and the articles of association.

2. The formation shall be fully online. The preventive controlcontrols and checks shall be carried out in accordance with Article 14. Where the EU templates referred to in Article 8 are used, the registration shall be completed under the conditions laid out in Article 16 (2) and in other cases under the conditions laid down in Article 17 (2).The application may be made:

(a) via a fast-track procedure, where the EU templates referred to in Article 8 are used and none of the conditions laid out in Article 16(1a), points (b) to (d) applies; or

(b) via a standard procedure in other cases.

2a. Article 16(2) and (2a) shall apply to applications made via the fast-track procedure. Article 17(2) and (2a) shall apply to applications made via the standard procedure.

1. Following the registration ofOnce it has registered an EU Inc., with the business register, that company, the business register shall immediately exchangeshare, in digital form, the following the information about thethat EU Inc., including its EUID, as well as the specific data for the purposes of obtaining the tax identification number (TIN) and the VAT identification number and for the beneficial ownership register received as part of the application form company with the publicfollowing authorities in charge of issuing the TIN and the VAT identification number and the beneficial ownership register inof the Member State of registration. That business register shall also exchange in digital form the information about the EU Inc. with the social security authorities.:

(a) essential company information about that EU Inc., such as the name, registered office and EUID shall be shared with the public authorities in charge of issuing the TIN and the VAT identification number, with the beneficial ownership register, and with the social security authorities;

(b) the information necessary for the purposes of issuing the tax identification number (TIN) and, where requested by the EU Inc., the information relevant for the purposes of issuing the VAT identification number, as referred to in Article 13(1), point (c), shall be shared with the public authorities in charge of issuing those numbers; and

(c) the information necessary for the purpose of registering beneficial ownership information in the beneficial ownership register, as referred to in Article 13(1), point(b)(iii), shall be shared with that register.

2. The EU Inc. shall not be required to provide the information referred to in paragraph 1 to the authorities andor to the beneficial ownership register referred to in paragraph 1. The first subparagraph shall apply to information relevant for the purposes of issuing the VAT identification number only where the prospective founders requested a VAT identification number in accordance with Article 13.

3. Upon receipt of the information referred to in paragraph 1, the public authorities responsible for issuing the TIN shall issue it, in accordance with Union and national law, to the EU Inc. shall obtain the TIN anddigitally and without undue delay. Where requested by the EU Inc. company in its application, the authorities responsible for issuing the VAT identification number from the public authorities in charge of issuing themshall issue it, in accordance with Union and national law to the EU Inc. digitally and without delay. The EU Inc. shall not be required to submit to those public authorities or to the beneficial ownership register aany separate application; nor shall it be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number.

4. The business register shall transmit toshare with the public authorities and the beneficial ownership referred to in paragraph 1, automatically and digitally, any changes to the information about the EU Inc. that those public authorities have received in accordance withhad been shared under paragraph 1, point (a).

1. In addition to formation referred to in Articles 16 to 18, an EU Inc. may be createdformed by any of the following methods:

(a) the domestic conversion of an existing company;

(b) the domestic merger of existing companies;

(c) the domestic division of an existing company;

(d) the cross-border conversion, division or merger of limited liability company or companies.

2. CreationFormation of an EU Inc. by a domestic conversion shall be governed by the national law applicable to the converting company.

3. CreationFormation of an EU Inc. by a domestic merger or division of existing companies shall be governed by the national law applicable to each of the merging companies or to the dividing company.

4. A company or companies can only be involved in a domestic conversion, merger or division as referred to in paragraphs 2 and 3, provided that two years have elapsed since their registration or the first two sets of annual accounts have already been approved for any such company.

5. CreationFormation of an EU Inc. through a cross-border conversion, division or merger shall be carried out in accordance with Chapters -I, II and IV of Title II of Directive (EU) 2017/1132.

6. An EU Inc. may change into a national limited liability company in the Member State where it is registered, in accordance with the methods set out in paragraph 1. In case of a domestic operation as referred to in that paragraph, no decision on such an operation can be taken before two years have elapsed since its registration or before the first two sets of its annual accounts have been approved.

-1. In order to become or remain a director of an EU Inc., a person shall be a natural person; have legal capacity; consent to being a director; and acknowledge their duties in writing. For the purpose of this Article, directors shall at least include the persons referred to in Article 25(1), point (f). Accordingly, it includes members of any supervisory board.

1. Persons applying to become directors of an EU Inc. shall declare whether they are aware of any circumstances which could lead to a disqualification in theA person currently disqualified from acting as a director in any Member State concerned both in case of formation of an EU Inc and in case of filing information about the appointment of a newshall not become, or continue to be, a director of any EU Inc.

2. AAny person currently disqualified from acting as a director in another Member State may notapplying to become a director of an EU Inc. shall declare:

(a) that they consent to being a director (or member of a supervisory board, where applicable) and acknowledge their duties;

(b) any current disqualification to which they are subject in any Member State;

(c) the Member States where they have acted or are acting as directors;

(ca) their country of residence; and

(d) any circumstances of which they are aware which could lead to a disqualification in the Member State in which the EU Inc. is registered or to be registered.

2a. Where any EU Inc. director becomes disqualified from acting as a director in any Member State, he or she shall immediately inform the relevant business register and resign.

3. Member StatesNational competent authorities shall take appropriate steps to ensure that they have rules on disqualification of directors. Those rules shall include providing for the possibility to take into account any disqualification that is in force, or information relevant for disqualification, in another Member State. For the purposeparagraph 1 of this Article is enforced, and that any false declaration under paragraph 2 of this Article, directors shall at least include the persons referred to in Article 25(1), point (f) is punished, in accordance with national law.

3a. Preventive controls and checks under Article 14 shall verify whether any of the prospective directors is disqualified in any Member State. That verification shall be based on the declaration referred to in paragraph 2 and checks of any national database of disqualified directors. Where appropriate, Member States shall request or provide information regarding prospective directors in accordance with Article 13i(3), (4), and (7) of Directive (EU) 2017/1132.

4. Where a prospective director is not disqualified in any Member StatesState but identifies circumstances that could lead to their disqualification in the relevant Member State, the national competent authority shall apply Article 13i (1), (3), (4), (6) and (7) of Directive (EU) 2017/1132 related to the exchange of information about persons applying to become directors of an EU Incassess those circumstances in accordance with national law. company.

1. Any documents and information filed via the EU central interface shall be signed by means of qualified trust services referred to in Regulation (EU) No 910/2014 or using the signing function of the European Business Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets COM(2025) 838], if applicable.

2. Filings referred to in paragraph 1 include:

(a) any forms for the filings by or on behalf of the company;

(b) any resolutions of the general meeting;

(c) any resolutions of other company bodies;

(d) any personal declarations by the persons concerned or on behalf of them.

1. Using the digital EU power of attorney referred to in Article 31, an EU Inc. may authorise a person (the “electronic filing agent”) to sign documents and submit forms on its behalf through the EU central interface in accordance with this Regulation. However, it shall not be possible to use the digital EU power of attorney for the ex nihilo formation of EU Inc. companies in accordance with Articles 16-19.

2. The EU central interface shall verify automatically the digital EU power of attorney.

1. The Member State of registration shall ensure that the following documents and information filed by the EU Inc. in accordance with Article 27 are made publicly accessibleavailable in the business register:

(a) the name and legal form of the EU Inc.;

(b) the registered office of the EU Inc., composed of street name, street number, city, postal code and Member State where it is registered;

(c) where available, details of the company website or equivalent principal electronic presence of the EU Inc.;

(d) the object of the EU Inc., describing its main activity or activities, expressed using the relevant Statistical Classification of Economic Activities in the European Community (NACE) code and, if any, further details on the object or purpose of the EU Inc.company;

(e) the articles of association, and every and a consolidated version made after any amendment, in all language versions referred to in Article 7;

(f) the appointment, termination of office and informationparticulars of the persons who either as a body constituted pursuant to law, including the board of directors, or as members of any such body:

i. are authorised to represent the EU Inc. in dealings with third parties and in legal proceedings; it shall be apparent from the disclosure whether the persons authorised to represent the EU Inc. may do so individually or are required to act jointly;

ii. take part in the administration, supervision or control of the company;

(g) any experts' report regarding in-kind consideration as referred to in Article 65(4), any decision to waive the experts’such a report as referred to in Article 65(5);

(ga) any decision on distributions, together with the signed statement of the board of directors certifying the completion of the balance sheet and solvency tests, as referred to in Article 72;

(gb) any decision on capital reduction, together with the signed statement of the board of directors certifying the completion of the balance sheet and solvency tests and with the independent expert report where applicable, as referred to in Article 77;

(h) the accounting documents for each financial year which are required to be published in accordance with Council Directives 86/635/EEC and 91/674/EEC and Directive 2013/34/EU of the European Parliament and of the Council, as made applicable pursuant to Article 105 of this Regulation;

(i) where an EU Inc. is or becomes a single-member company, the identity of the sole member;

(j) the winding up of the EU Inc.;

(k) the appointment of liquidators, their informationparticulars and their respective powers, unless such powers are expressly and exclusively derived from law or from the articles of association;

(l) any termination of a liquidation.;

(la) insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the EU Inc. is subject.

2. Member States shall ensure that the competent courts and other relevant public authorities responsible under national law make available to the business register of registration the following documents and information and that they are publicly accessible in that business register:

(a) any declaration of nullity of the EU Inc.;

(b) any other decision related to the EU Inc. with universalerga omnes effect which is changingchanges, or requires a change to, the documents or information under paragraph 1.

The first subparagraph is without prejudice to any obligation the relevant EU Inc. has to update their documents and information stored in the business register pursuant to Article 27(2).

3. The Member State of registration shall ensure that the following documents and information provided by the business register of registration are publicly accessible therein:

(a) the registration number of the EU Inc. and its EUID;

(b) the status of the EU Inc., such as when it is closed, struck off the register, in liquidation, wound up, dissolved or inactive;

(c) information on any branches opened by the EU Inc. in another Member State including the name, registration number, EUID and the Member State where the branch is registered, as resulting from the exchanges of information between business registers through BRIS, the EU Company Certificate referred to in Article 29.

4. Paragraphs 3 to 6 of Article 16, on reliability by third parties and machine readability, and paragraphs 3 and 4 of Article 16a, on true copies and the use of trust services, of Directive (EU) 2017/1132 shall apply.

5. Member States shall ensure that digital copies and extracts of the documents and information provided by the register are compatible with the European Digital Identity Wallet as provided for in Regulation (EU) 910/2014 and, as of the date it enters into application, the Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

1. The following shall be made publicly available through BRIS

(a) the documents and information referred to in Article 25;

(b) the average number of employees of the EU Inc. during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data;

(c) the information about groups under Article 19b of Directive (EU) 2017/1132 which shall apply mutatis mutandis to EU Inc. companies;

At least the documents and information and documents listed in Article 25, 125(1), points a) to f) and j) (a) to (f) and (j), Article 25(3), points (a) to (c), and paragraph 3 points a) to c)1, point (b), of this Article, shall be publicly available free of charge on the business register and on BRIS. The price of obtaining a copy of the other documents and information listed in Article 25 shall not exceed the administrative costs thereof, including the costs of development and maintenance of business registers.

2. Article 19(3) of Directive (EU) 2017/1132 shall apply.

1. EU Inc. companies shall file all documents and information referred to in Article 25(1) and Article 40(2) point (a) either through the EU central interface or directly with the business register.

2. EU Inc. companies shall keep up to date theirthe documents and information stored inreferred to in paragraph 1 up-to-date. They shall file with the business register. The any changes shall be filed and the business registersto the documents and information within a period not exceeding 10 working days from the date those changes are made; this period shall be kept up to date in accordance with Article 15 of Directive (EU) 2017/1132. Thenot apply to changes filed shall be subject to preventive control in accordance withto the accounting documents referred to in Article 14 of this Regulation25(1)(h).

3. Notwithstanding paragraph 2, an EU Inc. companiescompany shall file amendments to the articles of association within 5 working days after the amendment resolution has been made. Where filed amendments update the EU template referred to in Article 8, the relevant national business register shall automatically create a consolidated version of the articles of association, using the feature referred to in Article 8(3). The EU Inc. company shall be automatically createdreview this consolidated version and confirm its accuracy in writing; it shall bear sole responsibility for that accuracy. Where amendments to articles of association, without using the EU templates referred to in Article 8, are filed, the EU Inc. company shall also create and file a consolidated version of the articles of association shall also be filedand bear sole responsibility for its accuracy. For amendments within the EU template structure filed through the EU central interface, the deadlines and cost limit for the fast-track registration laid down in Article 16(2) and (2a) shall apply.

3a. Notwithstanding paragraph 2, an EU Inc. company shall file any changes to its central administration and/or principal place of business referred to in Article 13(1)(f) on at least an annual basis, starting with the anniversary of its formation. No such filing is required where there has been no change.

3b. Where a business register receives updated documents or information pursuant to paragraphs 2 or 3, it shall ensure that any such update is, where appropriate, subject to preventive controls and checks. Article 14 shall apply mutatis mutandis to documents and information referred to therein. National law shall apply to other documents and information. In particular, the identity of any newly-appointed director shall be verified under national law.

The business register shall enter and make those updated documents and information publicly available, in accordance with Article 16(3) of Directive (EU) 2017/1132, within 10 working days from the date of completion of all formalities required for the filing of those changes, including the receipt of all documents and information, which comply with paragraph 3b; exceptionally, that deadline may be extended by 5 working days.

4. The documents and information referred to in Article 25(2), including any changes to such documents and information shall be submitted by the competent court or the public authority directly to the business register within the deadlines laid down in Article 15 of Directive (EU) 2017/1132.

5. All filings of documents and information, including other than those referred to in paragraph 1, with the business register shall be fully online and use electronic identification means with assurance level high in accordance with Regulation (EU) No 910/2014 or Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets]. National law may require supporting documents and information to be filed in the context of the filings referred to in paragraph 1, and may also require other documents and information to be filed in the business register without being made public. Such filings shall also comply with the first subparagraph.

1. Where in the context of an administrative or judicial procedure, public authorities need to consult specific information about the EU Inc. which is publicly available through BRIS and in the business register, the EU Inc. shall not be requested to submit such information.

2. Paragraph 1 is without prejudice to theany obligation laid down in Union or national law to submit documents to complete procedural requirements or exceptionally and on a case-by-case basis,or information in the context of a procedure where public authorities have reasonable grounds to suspect abuse or fraud related the EU Inc. company.:

(a) this is necessary for public authorities to carry out their supervision and enforcement tasks; or

(b) exceptionally, and on a case-by-case basis, public authorities have reasonable grounds to suspect abuse or fraud related to the EU Inc. company.

3. Member States may establish optional access point for public authorities to have access to BRIS in accordance with Article 22(5) of Directive (EU) 2017/1132.

1. The EU Inc.’s business related communication, regardless if inwhether digital or paper formpaper-based, shall contain the following information:

(a) company name;

(b) EUID;

(c) address of the EU Inc.’s registered office;

(d) digital correspondence address of the EU Inc.;

(e) address of the EU Inc.’sa digital presence the EU Inc. has where relevant, for example itsa website.;

(ea) the registration number and the name of the national register where the company is registered;

(eb) where an EU Inc. company is undergoing regular liquidation proceedings, an indication that it is in liquidation.

2. The EU Inc.’s digital presence shall indicate at least the information mentioned in the first paragraph.

3. Paragraphs 1 and 2 shall also apply to the business-related communication by a branch of an EU Inc. company registered in another Member State. In addition, that communication shall include the Member State in which the branch is registered as well as the EUID of that branch.

1. The EU Inc. shall be able to use the digital EU power of attorney to carry out procedures in another Member State in the scope of this Regulation, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions. However, it shall not be possible to use the digital EU power of attorney for the ex nihilo formation of companies in accordance with Articles 16-19.

2. EU Inc. company canmay use a template, which exist in all official languages of the Union, for the digital EU power of attorney to authorise a person to represent the company in accordance with Article 16 16c(1) to (3) of Directive (EU)2017/1132.

3. The digital EU power of attorney shall be compatible for use with the European Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the European Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets] where available.

1. Where digital copies and extracts of documents and information about an EU Inc., provided and certified as true copies by a business register, including certified translations, and authenticated by means of qualified trust services referred to in Regulation (EU) No 910/2014 or by means of the European Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets], where available, are to be presented in another Member State, they shall be exempted from legalisation and any similar formality in accordance with Article 16d (1) of Directive (EU) 2017/1132.

2. Where digital notarial acts, administrative documents, their certified copies and translations issued in a Member State related to an EU Inc. and authenticated by means of qualified trust services as referred to in Regulation (EU) No 910/2014 or by means of the European Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets], where available, are to be presented in another Member State, they shall be exempted from all forms of legalisation and any similar formality in accordance with Article 16d (3) of Directive (EU) 2017/1132.

3. Article 16d (3) of Directive (EU) 2017/1132 shall apply mutatis mutandis to the EU Company Certificate referred to in Article 30 and the digital EU power of attorney referred to in Article 31 and to the pre-conversion, pre-merger and pre-division certificates transmitted in accordance with Articles 86n, 127a and 160n of Directive (EU) 2017/1132.

4. Article 16e of Directive (EU) 2017/1132 shall apply mutatis mutandis where authorities of other Member States than the Member State where digital copies and extracts or digital notarial acts were provided, have reasonable doubt as to origin or authenticity, including the identity of the seal or stamp, or have reason to consider that a document has been forged or tampered with.

1. Translation of copies or extracts of documents related to EU Inc. provided by the business register shall not be required when the specific information needed about EU Inc. can be accessed and consulted:

(a) in the articles of association of an EU Inc.; or

(b) in the EU Company Certificate referred to in Article 30; or

(c) through the system of interconnection of registers andBRIS, where it is identifiable through the explanatory labels referred to in Article 18 of Directive (EU) 2017/1132.

2. Without prejudice to paragraph 1, where the articles of association and other documents related to EU Inc. provided by a business register, are to be presented in another Member State, a certified translation can be required by that Member State's authorities only when justified by the purpose for which the document is to be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and it is strictly necessary.

3. Where the submission of aMember States may choose whether to accept AI translations as certified translation is justified in accordance withtranslations for the purpose of paragraph 2, that requirement shall be deemed fulfilled when the document is translated by a AI translation agent approved by the relevant Member State. These translation agents may be integrated as a functionality in the EU Business Wallet.. To that end:

4.(a) Member States shall decide which AI translation agents, if any, are to be approved for use in the translation of documents to be used in their administrative and judicial procedures. The Member States shall communicate the list of approved AI translation agents to the Commission and publish it on the EU central interface. The Member States shall update the list where relevant without undue delay.;

(b) Member States shall communicate their decision regarding AI translations and, if that decision is positive, the list of approved AI translation agents to the Commission which shall publish it on the EU central interface. Those translation agents may be integrated as a functionality in the EU Business Wallet. The Member States shall communicate any changes in this respect to the Commission without undue delay, whereupon the Commission shall update the list immediately; and

(c) Where the submission of a certified translation is justified in accordance with paragraph 2, that requirement shall be deemed fulfilled when the document is translated by an AI translation agent approved by the receiving Member State as referred to in point (b). However, national law may provide that any party to administrative or judicial proceedings may challenge, based on substantiated reasons, the accuracy of any such translation.

1. Documents and information referred to in Article 25 and 40 shall be available and searchable through BRIS in all the official languages of the Union in accordance with Article 18(3) of Directive (EU) 2017/1132.

2. The Commission and Member States shall ensure that the exchanges of information and availability of digital copies of documents and information through BRIS under Directive (EU) 2017/1132 apply to EU Inc. companies, unless this regulation provides specific rules. The Commission shall amend the Implementing Regulation 2021/1042 to extend its application to EU Inc companies.

3. The Commission shall, by means of an implementing act, by [PO: the last day of the 912th month after the date of entry into force of this Regulation], provide for the following:

(a) establish the multilingual EU templates, including the technical specifications and detailed list of data, as referred to in Article 8;

(b) establish the multilingual application forms as referred to in Article 13 and Article 38, the automatic verification referred to in Article 13(7)15a, including the technical specifications and the detailed list of data;

(c) the detailed list of data to be transmitted for the purpose of exchanging information between registers and the availability of documents and information through BRIS, as referred to in Articles 15(3), 19(3), 26, 38(4) and 40;

(d) the technical specifications on the compatibility between the EU Company Certificate and the EU power of attorney as referred to in Articles 30 and 31, with the Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

3a. The Commission may, by means of implementing acts, establish optional templates, guided forms and models for EU Inc. companies in addition to those referred to in paragraph 3, point (a). Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 107.