EU Inc is a proposal: the Council agreed its mandate on 23 October 2026, Parliament has not voted, and the rules would apply 12 or 21 months after entry into force. The Belgian SRL needs no minimum capital but a notary and a financial plan, and is ready in one to three weeks. Tax is identical, because EU Inc creates no tax regime. The main potential gain is the EU stock option, taxed on sale rather than at grant. For most founders: form an SRL now, draft it to convert later.
You can form an SRL this month. You cannot form an EU Inc yet
EU Inc is the European Commission's proposal for an optional EU-wide company form, often called the 28th regime. It promises online formation in 48 hours for at most EUR 100, no minimum capital, digital shares and an EU employee stock option. Our EU Inc hub follows the file as it moves.
The Belgian SRL (BV in Dutch) is the private limited company most founders in Belgium choose. Since the 2019 Companies and Associations Code it has had no minimum capital. It is formed before a notary, on a financial plan, and registered in the Crossroads Bank for Enterprises (KBO/BCE) within one to three weeks from a complete file.
A founder deciding today is not choosing between two products on a shelf. One exists, one is under negotiation. The questions are: is there an EU Inc feature worth waiting for, and can you move across later?
Our short answer: if you need to trade in the next year, form the SRL, and set it up so that a later switch stays cheap.
Proposal
Council mandate 23 October 2026; Parliament has not voted.
12 or 21 months
After entry into force: Commission or Council text.
None
Sufficient equity and a two-year financial plan.
Unchanged
Belgian corporate tax applies to both.
A Commission text, a Council mandate and a Parliament still deciding
The Commission published its proposal for a Regulation on 18 March 2026 as COM(2026) 321, procedure 2026/0074(COD), under Article 114 TFEU. The European Council has asked for political agreement by the end of 2026 and repeated the call in October.
Council. Coreper agreed the Council's negotiating mandate on 23 October 2026. About ten states, Belgium and Luxembourg among them, were expected to attach statements, whose content has not been reported.
Parliament. The lead committee is JURI, with René Repasi as rapporteur. The committee vote was postponed on 8 October for lack of a majority on employee co-determination. As of 11 November 2026 no committee or plenary vote has taken place. Negotiations between Council and Parliament cannot start before Parliament has a mandate.
Application. Under the Commission text the Regulation applies from the last day of the 12th month after entry into force. The Council mandate says 21 months, with some articles held back until at least 31 July 2028. Realistically, first registrations are a 2028 or 2029 event.
| Point | Commission (March 2026) | Council mandate (October 2026) |
|---|---|---|
| Application date | 12 months after entry into force | 21 months; some articles not before 31 July 2028 |
| Fast-track formation | 48 hours, EUR 100 maximum, EU template articles | 48 hours from payment; EUR 100 for controls and registration; excluded for non-standard articles, in-kind contributions and possible disqualification |
| Extra checks | Preventive control of the articles | Harmonised checks incl. director identity; up to 10 more working days; refusal on AML or criminal grounds |
| Insolvency | Simplified winding-up for innovative startups | Chapter deleted; national law applies |
| Stock options (EU-ESO) | Taxed only on disposal | Limited to under 750 staff and EUR 150m turnover; national anti-abuse and exit tax preserved |
Belgium's line. The Benelux governments sent a joint non-paper, forwarded to the Dutch parliament on 22 May 2026. It welcomes the proposal, says the ambition could be higher, and asks for stronger links to KYC and anti-money-laundering checks, compliance with labour law and employee participation, and no prejudice to financial-sector rules. Belgium's own statement on the Council mandate is still to be seen.
Law and practice: Proposal COM(2026) 321 final, Articles 16, 17, 79 and 109; Council document ST 14376/26 of 19 October 2026 (mandate); European Parliament Legislative Observatory, 2026/0074(COD); Benelux non-paper on EU Inc, forwarded 22 May 2026; Agence Europe, 24 October 2026.
The Belgian SRL against the proposed EU Inc, point by point
The table compares an SRL formed in Belgium today with an EU Inc registered in Belgium under the proposal. Where the proposal is silent, Belgian law fills the gap.
| Feature | Belgian SRL (BV), today | EU Inc in Belgium, as proposed |
|---|---|---|
| Formation route and time | Notarial deed, filing at the court registry, publication in the Belgian Official Gazette, KBO/BCE number; 1 to 3 weeks from a complete file | Online via the EU interface or the national register; 48 hours with EU templates, otherwise 5 working days; Council adds checks and possible extensions |
| Notary | Required for the deed and the financial plan | Not needed with EU templates; a notary may act as the control body |
| Capital | None; sufficient initial equity and a two-year financial plan | None; Council text says capital may be EUR 0; contributions fully paid on issue |
| Share transfers | Private deed plus share register; default approval clause | Free unless articles restrict; fully online with qualified e-signature; no notarial deed may be required |
| Directors | One or more; natural or legal persons | Natural persons only; at least one resident in the EU |
| Employee options | Warrants under the Law of 26 March 1999, taxed at grant | EU-ESO (Art. 78), taxed on disposal (Art. 79), scope still open |
| Accounts | Filed with the National Bank of Belgium within 30 days of approval, at most 7 months after year-end | Accounting law of the registration state; so the same NBB filing |
| Employee participation | Belgian labour law: CPPT from 50 workers, works council from 100 | Registration-state rules (Commission); host-state option (Council); strictest regime (Parliament draft) |
| Tax | Belgian corporate tax 25%, 20% on first EUR 100,000 if conditions met | Same; no EU tax regime |
| Bankability | Known form; standard bank KYC | New form; banks will need to learn it |
| Conversion | Book 14 of the Code for domestic and cross-border conversion | Into EU Inc after 2 years or two approved accounts (Commission text) |
Belgium already has no minimum capital, notary-free share transfers and flexible share classes. The real differences are the formation route, the template articles, the option regime and, if it survives, the simplified startup insolvency.
Law and practice: Companies and Associations Code (CSA), Articles 5:3, 5:4, 5:16, 5:61 to 5:67 and Book 14; Proposal COM(2026) 321, Articles 4, 8, 12, 14 to 21, 42, 53 to 64, 78, 79 and 105; Council mandate ST 14376/26.
Notary, financial plan and the distribution tests
The SRL route. The founders draft articles and a financial plan that justifies the initial equity for at least two years. Cash goes into a blocked account at an EEA bank. The notary executes and files the deed, the company is published in the Official Gazette and gets its enterprise number, and the UBO register follows within one month. See our step-by-step note.
Why the notary matters. The financial plan is not a formality. If the company goes bankrupt within three years and its initial equity was manifestly insufficient for two years of normal activity, the founders can be held liable for its debts in a proportion set by the court. The notary also runs the identity and anti-money-laundering checks.
The EU Inc route. The proposal replaces the deed with online formation. With EU template articles, no notarial deed is needed and the templates satisfy the 'due legal form' requirement. An administrative, judicial or notarial control body checks the articles. The Council adds director identity checks and refusal on money-laundering grounds, which the Benelux paper asked for, so expect real checks in Belgium.
Capital and distributions. Here the two are close. Neither has a minimum capital. The SRL may distribute only if two tests are met: net assets stay positive and above any unavailable equity (CSA 5:142), and the management body confirms the company can pay its debts as they fall due for at least 12 months (CSA 5:143). EU Inc uses the same logic: a directors' certificate on a balance-sheet test and a 12-month solvency test, with joint liability (Art. 72). A Belgian founder gains nothing here by waiting.
Language. SRL deeds and filings follow the region: Dutch in Flanders, French in Wallonia, German in the German-speaking municipalities, French or Dutch in Brussels. EU Inc articles must be in an official language of the registration state plus a language customary in international business. With templates both versions are equally valid; otherwise the national language prevails.
Two founders, one Belgian and one Portuguese, want to start invoicing a Belgian client in January 2027. They put in EUR 20,000 in cash with a two-year plan. The notary signs in week two; the enterprise number and VAT follow within days. Waiting for EU Inc would mean two years or more without a company. The EUR 100 fast track would save part of one notary fee, and only with template articles.
Law and practice: CSA, Articles 5:3, 5:4, 5:16, 5:142 to 5:144 and 2:5 to 2:14 (formation and publication); Law of 18 September 2017 (UBO register); Proposal COM(2026) 321, Articles 7, 8, 14, 16, 62, 64 and 72; Council mandate, Articles 14(2a) and 16(1a).
Cap table, warrants against the EU-ESO, and employee participation
Share classes and transfers. The SRL already allows classes of shares, shares without voting rights and different voting weights under the articles. By default a transfer to an outsider needs the approval of half the shareholders holding three quarters of the other shares; the articles can change this. Transfers are private agreements entered in the share register, without a notary. EU Inc shares would be dematerialised, held in a digital register and freely transferable unless the articles say otherwise, with fully online transfer using a qualified electronic signature. In Belgium the gap is tooling, not law.
Directors. An SRL can have a single director, and the director may be a company acting through a permanent representative. EU Inc directors must be natural persons, and at least one must live in the EU. Immigration law does not change either way: a non-EU founder who will manage the company from Belgium generally needs a professional card whatever the company form.
Belgian warrants. Belgium taxes qualifying stock options and warrants under the Law of 26 March 1999 at grant, on a lump sum. The base is 18% of the value of the underlying shares, which can be halved where the plan meets the statutory conditions. The offer must be accepted in writing within 60 days. After that, gains on exercise and sale are generally untaxed for a Belgian resident. The downside: staff pay tax at grant even if the company later fails.
The EU-ESO. The proposal's EU employee stock option (Art. 78) is a warrant for board members and staff, excluding holders above 25%, with a waiting period of at least 24 months and no transfer. Tax would arise only when the shares are sold, on the gain over the acquisition price (Art. 79). The Council has narrowed this to companies with fewer than 750 employees and turnover up to EUR 150 million at issue, and kept national anti-abuse and exit-tax rules. Treat the EU-ESO as the most fragile part of the package.
A Ghent SRL grants warrants to ten employees over shares worth EUR 50,000 in total. If the plan meets the conditions, each employee's taxable benefit at grant is 9% of the value of their underlying shares: EUR 4,500 across the team, taxed at their personal income tax rates in the year of grant. If the conditions are not met, the base is 18%, EUR 9,000. Under the Commission's EU-ESO, nothing would be taxed until the shares were sold. For a plan needed in 2027, only the Belgian regime exists.
Employee participation. Belgian labour law requires social elections for a committee for prevention and protection at work (CPPT) where an employer habitually employs at least 50 workers, and a works council from 100, counted per technical business unit. Co-determination is the issue that has blocked Parliament: the Commission applies the registration state's rules, the Council lets host states require local rights once branch headcount passes their threshold, and the rapporteur's draft applies the strictest regime of the states where staff work. None of them removes Belgian obligations for staff in Belgium.
Law and practice: CSA, Articles 5:42, 5:48, 5:55 to 5:59 (subscription rights) and 5:61 to 5:67; Law of 26 March 1999, Articles 41 et seq. (stock options); Law of 20 September 1948 and Law of 4 August 1996 (works council and CPPT); Proposal COM(2026) 321, Articles 12, 42, 53 to 59, 78 and 79; Council mandate, Articles 12(2a) to 12(2d) and 79.
Tax stays Belgian, banks prefer the familiar, and conversion is the bridge
No new tax. The proposal states that it does not harmonise taxation. Belgium treats a company as resident if its registered office, principal establishment or seat of management is in Belgium. A Belgian-run EU Inc would pay Belgian corporate tax exactly as an SRL does.
| Item | SRL, 2026 | EU Inc registered or managed in Belgium |
|---|---|---|
| Corporate tax | 25%; 20% on the first EUR 100,000 for qualifying SMEs | Same |
| Condition for 20% | Minimum director pay (raised from tax year 2027 and indexed), not required in the first four financial years | Same |
| Dividend withholding | 30%; VVPRbis 18% on dividends paid from 1 July 2026 | Same, if shares qualify |
| Options | Warrants taxed at grant | EU-ESO taxed on disposal, if adopted |
Director pay and VVPRbis. The 20% rate on the first EUR 100,000 depends on paying at least one director a minimum remuneration, or at least the taxable profit if that is lower. The minimum was EUR 45,000; the federal reform raises it from tax year 2027 and indexes it each year, so check the current amount before planning pay. New companies are exempt for four financial years. Under VVPRbis, dividends on qualifying new SME shares carry 18% withholding when paid from 1 July 2026, up from 15%, instead of the standard 30%.
Banks. Belgian and foreign banks know the SRL: its KBO extract, Gazette publication and UBO filing are what their compliance teams expect. Expect the first EU Inc account openings to take longer, not shorter, until banks build the new form into their onboarding.
Conversion. The proposal lets an existing national company convert into an EU Inc, domestically or across borders. Under the Commission text a domestic conversion into EU Inc, or out of it, requires two years since registration or two approved annual accounts. An SRL formed now would meet that test at about the time EU Inc first becomes available. See form now, convert later for the mechanics.
An SRL is incorporated on 20 November 2026 with a calendar financial year. Its 2027 accounts are approved by June 2028 and its 2028 accounts by June 2029; its second anniversary is 20 November 2028. Assume, for illustration only, that EU Inc is published in the Official Journal in mid-2027. With a 12-month application period it would apply from mid-2028; with the Council's 21 months, from early 2029. Either way the SRL becomes eligible to convert at about the same time. Starting now costs nothing and builds two years of history.
Law and practice: Income Tax Code 1992 (CIR/WIB), Articles 2, 215 and 269; Programme Law published 1 June 2026 (VVPRbis rate); KPMG Belgium, 'Program law implementing budget agreement published', June 2026; Proposal COM(2026) 321, Articles 20 and 21(4) and (6); CSA Book 14.
Where EU Inc helps, where the SRL still wins, and what to do now
Where EU Inc would help. A team spread across several EU states that wants one form its investors recognise everywhere. A company planning a broad option plan, if the EU-ESO survives with tax on disposal. Founders who value standard English articles and a digital cap table.
Where the SRL still wins. Anyone who needs to trade before 2028. Founders who want a corporate director or a holding structure on the board. Companies with in-kind contributions, which the Council excludes from the fast track. And every case where tax is the driver.
- Form the SRL now if you need it. Waiting costs revenue and two years of track record; the tax result is identical.
- Write convertible articles. Use clear share classes, a transfer clause you could live with as an EU Inc, and English alongside the regional language.
- Keep the cap table clean. An up-to-date share register and signed investor documents make any later conversion faster.
- Put a natural person on the board. EU Inc requires natural-person directors, at least one resident in the EU.
- Time the option plan. Use Belgian warrants for grants you need now; hold broad plans until the EU-ESO text is final.
For the Dutch and Luxembourg comparisons see EU Inc vs Dutch BV and EU Inc vs Luxembourg SARL. If Belgium is not settled, our Benelux comparison helps choose the country first.
Law and practice: Proposal COM(2026) 321, Articles 21, 42, 78 and 88 et seq.; Council mandate ST 14376/26, Article 16(1a) and deletion of Chapter X; CSA, Articles 2:55 (legal-person directors) and 5:4.
EU Inc or SRL now? Score your situation
Answer seven questions. The checker scores how much EU Inc would add for you and how costly waiting would be, then recommends a route. It is a first orientation, not advice on your file.
EU Inc or SRL now?
Seven questions about timing, people and money. The checker weighs where an EU Inc would genuinely help you against what a Belgian SRL gives you today, and returns a reasoned recommendation with the points that drove it.
EU Inc cannot be registered yet; Parliament has not voted.
Belgian corporate tax applies whatever the form.
The EU-ESO is the main potential gain, and the least certain.
An SRL formed today can be eligible to convert by the time EU Inc applies.
EU Inc and the Belgian SRL: frequent questions
Can I register an EU Inc in Belgium today?
No. EU Inc is a proposed EU Regulation, COM(2026) 321. The Council agreed its negotiating position on 23 October 2026, but the European Parliament has not voted and negotiations between the two have not started. Even after adoption, the rules apply 12 months (Commission text) or 21 months (Council mandate) after entry into force.
Would an EU Inc registered in Belgium pay less tax than an SRL?
No. The proposal does not create a tax regime. An EU Inc registered or managed in Belgium would pay Belgian corporate tax at 25%, or 20% on the first EUR 100,000 for qualifying small companies, on the same conditions as an SRL. The one tax rule in the text concerns the timing of tax on EU employee stock options.
Does a Belgian SRL need a notary?
Yes, for formation. The SRL is created by notarial deed on the basis of a financial plan covering at least two years. Later share transfers do not need a notary: they are made by private agreement and entered in the share register.
Is the 48-hour, EUR 100 EU Inc formation guaranteed?
Not as proposed. The Commission ties it to the EU template articles. The Council keeps the EUR 100 cap for controls and registration but excludes non-standard articles, in-kind contributions and possible director disqualification, and lets authorities extend checks by up to 10 working days.
Can my Belgian SRL become an EU Inc later?
The proposal provides for domestic conversion into an EU Inc. In the Commission text the company needs two years since registration or two approved annual accounts first. Belgian law already allows conversions between forms under Book 14 of the Companies and Associations Code.
Is the EU employee stock option better than Belgian warrants?
On timing, potentially. Belgian qualifying warrants are taxed at grant on a lump sum; the EU-ESO would be taxed only when the shares are sold. The Council has narrowed it to companies with fewer than 750 employees and turnover up to EUR 150 million, and the final text is open.