EU Inc is a proposed EU regulation, not law. The Council agreed its mandate on 23 October 2026; Parliament has not voted. It would apply 12 or 21 months after entry into force, so 2028 at the earliest. It would cut notaries out of share transfers and add an EU employee stock option taxed at sale, but tax, accounts and employee participation stay Dutch. A B.V. needs EUR 0.01 of capital and a notary, and is registered within days. If you need a company before 2028, form a B.V. and keep it ready to convert.
EU Inc is a promise for 2028; the B.V. is a company for this month
EU Inc is the European Commission's plan for a single company form, sometimes called the 28th regime, that a founder could register online in any Member State and use across the Union. It would carry the suffix 'EU Inc.', have no minimum capital, transfer shares online and offer a standard EU employee stock option.
The Dutch B.V. already does much of that. Since the flex B.V. reform of 2012 it needs only EUR 0.01 of capital, allows almost any share class and is familiar to venture funds across Europe. Its weak points are the notary at formation and at every share transfer, and the tax on employee options.
The decision a founder faces in November 2026 is therefore not EU Inc or B.V. It is whether to form a B.V. now and keep the door open, or to wait for a form that does not yet exist. For almost every business that needs to trade, hire or bank before 2028, the answer is the B.V. Our EU Inc hub tracks the file as it moves.
Proposal
Council mandate 23 October 2026; Parliament has not voted.
2028
12 or 21 months after entry into force.
EUR 0.01
Notarial deed, registered within days.
Unchanged
EU Inc pays national corporate tax.
Commission text, Council mandate and a Parliament that has not voted
The Commission published its proposal on 18 March 2026 as COM(2026) 321, a regulation based on Article 114 TFEU. A regulation applies directly, but each Member State designates the national rules that fill its gaps; in the Netherlands, presumably the B.V. rules.
The Council moved first. On 23 October 2026 Coreper agreed the mandate for negotiations with Parliament. Malta and Slovakia reportedly voted against and Finland and Hungary abstained. The mandate adds controls, time and national room. The legal affairs committee (JURI) postponed its vote on 8 October because there was no majority on employee participation, did not vote on 19 October, and as of early November had no confirmed date. Without a Parliament position, the three-way negotiations (trilogues) cannot start.
| Point | Commission text (March 2026) | Council mandate (October 2026) |
|---|---|---|
| Date of application | Last day of the 12th month after entry into force | 21st month; some articles not before 31 July 2028 |
| Fast-track formation | 48 hours, at most EUR 100, with EU template articles | 48 hours from payment, excluding weekends and holidays; excluded for non-standard articles, contributions in kind or possible director disqualification |
| Extra checks | Control of articles, capacity and contributions | Harmonised checks including director identity; up to 10 more working days; refusal on AML or criminal grounds |
| Standard formation | 5 working days | 5 working days, cost set nationally at cost recovery |
| Insolvency | Simplified winding-up for insolvent start-ups | Deleted; national law applies |
| EU-ESO tax | Taxed only on disposal | Limited to companies under 750 employees and EUR 150 million turnover; national anti-abuse and exit tax rules preserved |
The Dutch government has been supportive but cautious. Its assessment sent to Parliament on 24 April 2026 calls the 48-hour period and the EUR 100 cap 'not realistic' for the KvK, finds the 12-month implementation period too short, objects to taking notaries out of share transfers and wants the Dutch structure regime for large companies covered. A joint Benelux non-paper in May welcomed the proposal but asked for stronger links to anti-money laundering checks and employee participation rules.
Political leaders want agreement by the end of 2026. Even if that happened, publication, entry into force and the 12 or 21-month delay put the first EU Inc registrations in 2028 at the earliest, on our reading of the timetable.
Law and practice: Commission proposal COM(2026) 321 final, procedure 2026/0074(COD), Articles 4, 5, 14 to 17 and 109; Council mandate, document ST 14376/26 of 19 October 2026, Articles 14(2a), 16(1a) and (2a), 17(2a) and 109; European Parliament Legislative Observatory, 2026/0074(COD); Dutch government assessment (BNC-fiche) of 24 April 2026, Tweede Kamer 22112-4320; Benelux non-paper forwarded on 22 May 2026.
EU Inc and the Dutch B.V. in eleven rows
The table compares the B.V. as it works today with EU Inc as the Commission proposed it, noting the Council's changes where they matter. Treat the right-hand column as a moving target.
| Feature | Dutch B.V. (in force) | EU Inc (proposal) |
|---|---|---|
| Formation route | Notarial deed; notary registers with the KvK. Online formation by video since 2024 for holders of an EU electronic ID | Online through an EU interface or the national register; also as a new subsidiary or by conversion or merger |
| Time | Days once the file is complete; one to two weeks is typical | 48 hours with EU templates; 5 working days otherwise. Council allows up to 10 more working days for checks |
| Notary | Required for the deed of incorporation | Not required with EU templates; notaries may act as the control body |
| Minimum capital | EUR 0.01 | None; Council text says capital may be EUR 0. Contributions fully paid on issue |
| Share transfers | Notarial deed (Article 2:196 BW); statutory offer rule unless the articles say otherwise | Online with a qualified e-signature; Member States may not require a notary; freely transferable unless articles restrict |
| Directors | Any number, no residence rule | Natural persons only; at least one resident in the EU |
| Employee equity | Options taxed as wage when shares become tradable; STAK receipts; proposed 2027 start-up regime | EU-ESO warrants, taxed only on disposal of the shares, within national rules |
| Accounts and audit | Book 2 Title 9: KvK filing; audit only for medium and large companies | Accounting law of the registration state, so the same Dutch rules |
| Employee participation | Works council at 50 employees; structure regime for large companies | Rules of the registration state (Commission); Parliament draft wants the strictest regime where staff work |
| Tax | Corporate tax 19% up to EUR 200,000, 25.8% above; participation exemption from 5% | No EU tax rule beyond the EU-ESO; national corporate tax applies |
| Bankability and conversion | Known to every Dutch bank and notary; can convert by cross-border operation | New form, no track record; conversion in or out after two years or two approved accounts |
Formation time is no longer a real difference: a prepared B.V. is registered within days, and the EU Inc fast track has conditions. Share transfers are the clearest gain for EU Inc. Tax is the clearest non-gain: the company pays the same Dutch corporate tax either way.
Law and practice: Dutch Civil Code, Articles 2:175 (formation by notarial deed), 2:178 (capital), 2:195 and 2:196 (transfer rules and notarial deed); Act on Online Incorporation of B.V.s, in force 1 January 2024; COM(2026) 321, Articles 7, 8(2), 9, 42(2), 53 to 64, 105; Corporate Income Tax Act 1969, Article 22. Rates for 2026: Belastingdienst, 'Veranderingen vennootschapsbelasting 2026'.
Cross-border investors, online share transfers and employee options
Investors spread across the EU. A seed round with angels in Germany, France and Spain is routine. In a B.V. each new issue of shares and each transfer goes through a Dutch notary, who must identify every party under anti-money laundering rules. Foreign angels sign powers of attorney, sometimes with an apostille, for every closing. EU Inc would replace that with a digital share register and online transfers signed with a qualified electronic signature, recorded by the company within three working days under the Commission text. For a dozen small investors, that saves weeks per round.
One set of articles in two languages. EU template articles must be in an official language of the registration state and in a language customary in international business, and both versions are equally valid. Investors would read the same template in every Member State.
Employee options. This is where the gap is widest. A Dutch option is wage: the benefit, the value of the share minus the exercise price, is taxed in box 1 at up to 49.5% when the shares become tradable, often before the employee can sell. Many Dutch start-ups use depositary receipts issued by a STAK instead. The government has proposed that from 1 January 2027 employees of recognised start-ups and scale-ups are taxed on 65% of the benefit, and only when they sell; Parliament still has to adopt it.
The EU-ESO would be a warrant for board members and employees, excluding holders of more than 25%, with a waiting period of at least 24 months and no transfer. Tax would arise only on disposal of the shares, on the gain over the acquisition price. The text fixes the timing and the base, not the rate. The Council narrowed it to companies with fewer than 750 employees and turnover up to EUR 150 million at issue, let the tax authority use fair market value where the price is manifestly low, and kept national anti-abuse, residence and exit tax rules. A September report said most Member States opposed any harmonisation here, so this chapter may change again.
A Dutch start-up grants an engineer 10,000 options at an exercise price of EUR 1. When the shares become tradable they are worth EUR 6. The benefit is EUR 50,000. Under the 2026 rules she pays up to 49.5%, EUR 24,750, at that moment, with no cash from a sale. Under the proposed 2027 regime, if the company is recognised, 65% is taxed at sale: about EUR 16,088 at the top rate. Under an EU-ESO the tax would also wait for the sale and fall on the gain over what she paid, but the Dutch rate and classification would still apply. The EU-ESO adds one design for teams in several countries.
Law and practice: COM(2026) 321, Articles 7(4) and (5), 53 to 61 and 78 to 79; Council mandate ST 14376/26, Article 79; Wage Tax Act 1964 (stock option benefit at tradability); proposed Dutch start-up option regime from 2027, subject to adoption. See our note on employee stock options in the Netherlands.
Available now, known to banks, tested in court
It exists. A B.V. can sign a lease, invoice a client and employ staff this month. Nothing about EU Inc can be used before the regulation applies, and the date is not yet fixed.
Banks and notaries know it. A Dutch bank opens an account only after a full review of owners, funds and business. For owners outside the Netherlands that already takes several weeks; see our note on bank accounts for Dutch trading companies. The proposal issues tax and VAT numbers automatically through the register, but it does not change how banks assess risk. Expect the first EU Inc companies to meet more questions, not fewer.
Case law and courts. Decades of Dutch case law tell directors and minority shareholders what to expect. The Enterprise Chamber of the Amsterdam Court of Appeal can order inquiries and immediate measures. EU Inc would rely on national courts applying a new EU text, with questions referred to the Court of Justice. The Council mandate also qualifies the business judgement rule in the proposal.
Directors anywhere. Dutch law does not require a resident director. EU Inc would require at least one director living in the EU, checked at registration under the Council text. A founding team based in Dubai or Singapore fits the B.V. better. Where the company is managed matters for tax in both cases; see non-resident directors and substance.
Holding and group regimes. A Dutch holding B.V. exempts dividends and gains from a 5% shareholding with no holding period, and B.V.s can form a fiscal unity. An EU Inc registered in the Netherlands should in principle fall under the same corporate tax rules, but the proposal is silent on tax residence and the treaty position of a company registered in one state and managed in another. Until the text and national practice settle, a holding is a poor place to experiment.
Employee participation is not lighter. A Dutch employer with at least 50 employees must set up a works council. The structure regime applies when issued capital and reserves reach EUR 16 million, the company has a mandatory works council and at least 100 people work in the Netherlands; after three years on the register, the supervisory board gains powers. Under the Commission text an EU Inc registered in the Netherlands follows the same Dutch rules. The Council adds an optional host-state mechanism for branches. Parliament's draft would apply the strictest regime of the states where employees work. A growing company gains nothing here by waiting.
Law and practice: Dutch Civil Code, Articles 2:263 to 2:265a (structure regime) and 2:344 et seq. (Enterprise Chamber inquiry); Works Councils Act, Article 2 (works council from 50 employees); Corporate Income Tax Act 1969, Articles 13 (participation exemption) and 15 (fiscal unity); COM(2026) 321, Articles 12, 20 and 42(2); Council mandate, Articles 12(2a) to (2d) and 14(2)(b)(iv). Structure regime threshold of EUR 16 million: Houthoff, 'Large company regime'.
Three founders, three answers
Two founders in Utrecht sign their first client in December 2026. The client pays EUR 40,000 a month from February 2027 and wants a Dutch company and bank account. They form a B.V. with capital of EUR 100 and a shareholder loan for start-up costs. The notary signs within a week of a complete file and the KvK registers the company the same week. Expected profit of EUR 150,000 in year one is taxed at 19%, EUR 28,500. EU Inc would not change that bill and would not exist in time. Answer: B.V. now, no reason to look back.
Founders in Amsterdam and Lisbon plan a EUR 600,000 seed round in 2027 from twelve angels in Germany, France, Spain and the Netherlands, and a Series A in 2029. They form a B.V. now, adopt articles with a single class of ordinary shares, a clear transfer clause and a pre-emption waiver for agreed rounds, and sign a shareholders' agreement with leaver and drag-along terms. In late 2028 the B.V. has two years of history and approved accounts, so a conversion to EU Inc is available if the regulation then applies and the Series A investors prefer it. Answer: B.V. now, keep the paperwork clean so that converting is a formality.
A Rotterdam logistics software company has 120 employees in the Netherlands, a works council and equity of EUR 18 million. It meets the three structure regime tests. Its founders ask whether moving to EU Inc would avoid the supervisory board powers. Under the Commission text the Dutch rules would still apply, and the Dutch government is pushing for that to be explicit. Answer: stay a B.V.; plan governance around the structure regime instead, for example using the exemptions in Articles 2:265 and 2:265a BW where the group qualifies.
Law and practice: Corporate Income Tax Act 1969, Article 22 (19% on the first EUR 200,000 in 2026); Dutch Civil Code, Articles 2:206a (pre-emption on issue), 2:263 and 2:265a; COM(2026) 321, Article 21(4) and (6) (conversion after two years or two approved annual accounts).
Form now, convert later: keep the B.V. EU Inc-ready
If the business needs a company before 2028, form the B.V. Then make choices today that a later conversion will not have to undo. Our note on forming now and converting later covers the mechanics across the Benelux.
- Keep the share structure simple. One or two classes, documented in the articles. Exotic class rights may not map onto the EU templates, and non-template articles lose the fast track under the Council text.
- Keep the register current. A Dutch B.V. must keep a shareholder register from day one. A clean register is what a digital EU Inc register would start from.
- File accounts on time. Conversion needs two approved annual accounts or two years. Late filing at the KvK also creates director liability; see annual accounts of a Dutch B.V..
- Choose employee equity that survives a switch. A STAK plan or options now, with terms that allow conversion into a later plan. Do not promise staff an EU-ESO that does not yet exist.
- Have one director in the EU. Not required for a B.V., but EU Inc would require it.
- Watch the vote. Parliament's committee vote and the first trilogue will show whether the notary carve-out and the EU-ESO survive.
Founders who need nothing before 2028 can wait and watch.
Law and practice: Dutch Civil Code, Articles 2:194 (shareholder register) and 2:394 (filing of accounts); COM(2026) 321, Articles 16, 21 and 53; Council mandate, Article 16(1a).
EU Inc or B.V. now? Score your situation
Answer six questions. The checker weighs your timing against what EU Inc would add once it applies, on the texts as they stand in November 2026. It is a structured second opinion, not a legal analysis of your company.
EU Inc or B.V. now?
Six questions about your timing, investors, staff and banking. You get a reasoned recommendation for today, a score for how much a later switch to EU Inc could add, and the points to settle first.
EU Inc is a proposal; Parliament has not voted.
12 or 21 months after entry into force.
An EU Inc in the Netherlands pays Dutch corporate tax.
A clean B.V. can convert after two years.
EU Inc vs Dutch B.V.: frequent questions
Can I register an EU Inc in the Netherlands today?
No. EU Inc is a proposal for an EU regulation, COM(2026) 321. The Council agreed its negotiating mandate on 23 October 2026, but the European Parliament has not voted and talks between the institutions have not started. Even after adoption, the rules apply 12 months after entry into force under the Commission text, or 21 months under the Council mandate.
Will an EU Inc pay less tax than a Dutch B.V.?
On the current texts, no. The proposal does not harmonise corporate tax. An EU Inc registered in the Netherlands would expect to pay Dutch corporate income tax like a B.V.: 19% on the first EUR 200,000 of profit and 25.8% above in 2026. The only tax rule in the proposal concerns the timing of tax on the EU employee stock option.
Does an EU Inc need a notary?
Not when the founders use the EU template articles: the Commission text treats them as meeting the formal requirements. Notaries can still act as the control body. For share transfers the Commission text and the Council mandate both bar Member States from requiring a notarial deed. The Dutch government has objected to that carve-out.
Can a Dutch B.V. convert into an EU Inc later?
The Commission text allows a domestic conversion into an EU Inc. It requires the company to have been registered for two years or to have two approved annual accounts. A B.V. formed in late 2026 would meet the two-year test in late 2028, which is about when the first EU Inc registrations could happen.
Can non-EU founders own an EU Inc?
The text sets no nationality or residence condition for founders. Directors must be natural persons and at least one must live in the EU. A Dutch B.V. has no residence rule for directors at all, so a team with no one living in the EU fits the B.V. better.
Would an EU Inc avoid Dutch works councils?
No. Under the Commission text employee participation follows the rules of the Member State of registration, so a Dutch EU Inc with 50 employees would need a works council like a B.V. Parliament's draft goes further and would apply the strictest regime of the states where employees work. This is the issue that has delayed the Parliament vote.