JURI Committee Schedules Commissioner McGrath's 28th Regime Presentation for May 4-5

Denne artikel er endnu ikke oversat. Viser den originale engelske version.

. -

. - title: "JURI Committee Schedules Commissioner McGrath's 28th Regime Presentation for May 4-5" description: "European Parliament's JURI Committee sets May 4-5 for Commissioner McGrath's presentation on the proposed 28th regime for EU company formation." . -

The European Parliament's Committee on Legal Affairs (JURI) has scheduled a one-hour presentation by Commissioner Michael McGrath on the 28th regime proposal for May 4, 2026, from 15:45 to 16:45 CEST. This marks the first formal presentation of the EU Inc. proposal (COM(2026) 321) to Parliament's lead committee, following the Commission's publication of the legislative package on March 18, 2026.

The JURI Committee has not yet named a rapporteur, but this appointment is expected at or shortly after Commissioner McGrath's May 4 presentation. The scheduled hearing represents a critical milestone in the legislative process that could reshape company formation across the European Union by the end of 2027.

Background on the 28th Regime Proposal

On March 18, 2026, the European Commission published its proposal for a regulation establishing the legal form of EU Inc., which would allow any company registered or already registered as a limited liability company in a Member State to opt for EU Inc. status. The proposal emerged from a year-long policy development process that included public consultations, stakeholder engagement, and a High-level Forum on Justice for Growth launched by Commissioner McGrath.

The public consultation received significant feedback, with 1,467 replies submitted by companies, founders, investors, business associations, EU citizens, public authorities, legal professionals, and academic institutions.

A total of 1,470 stakeholders responded to the public consultation, generating more than 21,000 written submissions to open questions, and 113 position papers were submitted as part of the consultation.

The proposal builds on recommendations from the Draghi and Letta Reports, which diagnosed legal fragmentation across 27 national corporate systems as creating barriers to cross-border growth. The International Monetary Fund estimates that the persistent barriers to the EU single market still represented the equivalent of a 110% tariff on services.

With 492 votes in favour, 144 against and 28 abstentions, MEPs adopted a series of recommendations on January 20, 2026, insisting on a single harmonised set of rules known as the "28th regime" to ensure a level playing field for businesses across the EU.

"We will soon put forward our 28th regime. The ultimate aim is to create a new truly European company structure. We call it EU Inc. We need a single and simple set of rules that will apply seamlessly all over our Union."

. Commission President Ursula von der Leyen, World Economic Forum, Davos, January 2026

Significance of the JURI Committee Presentation

The Committee on Legal Affairs (JURI) is responsible for the interpretation and application of international and European law and the compliance of European Union acts with the treaties, with specific responsibility for legislation in the areas of civil law, commercial law, intellectual property and procedural law.

As the lead committee for COM(2026) 321, JURI will steer the Parliament's examination, draft amendments, and ultimately negotiate with the Council of the EU under the ordinary legislative procedure. The May 4 presentation represents the formal handover of the proposal from the Commission to the legislative branch, initiating the amendment and negotiation phase.

The proposal is now before the JURI Committee. The Committee's work will determine whether the regulation advances substantially as proposed or undergoes significant modifications in response to stakeholder concerns, particularly regarding worker protection, judicial interpretation, and national law gap-filling provisions.

The timing is politically significant. On March 19, 2026, the European Council endorsed the "One Europe, One Market" agenda and named the 28th regime for company law as a priority measure for 2026, with leaders calling on the co-legislators to adopt it by the end of 2026, on the basis of the Commission proposal of 18 March.

What to Expect from Commissioner McGrath's Testimony

Commissioner McGrath's one-hour presentation will likely focus on the core features of the EU Inc. framework, the policy rationale behind key design choices, and responses to stakeholder concerns raised during the consultation phase and subsequent debate.

Based on recent public statements and the regulatory text, several themes are expected:

Digital Incorporation and Administrative Simplification

The registration of an EU Inc. formed using the EU templates for articles of association, including preventive control implemented by Member States, must according to Article 16(2) of the proposal be completed within two days.

The legislation proposes incorporation within 48 hours for a maximum of €100 via a new EU Central Interface, with no minimum share capital requirement, and all procedures (such as opening another branch, share transfers, dissolution) will be digital by default under the "once only" principle, meaning company data, once registered on the EU central interface, would be made available to relevant tax authorities, VAT registries, social security bodies, and beneficial ownership registers without needing to separately apply to all of them, with companies immediately receiving their tax identification number and VAT number upon registration.

Worker Protection and Labour Law Safeguards

This issue dominated the April 21 EESC Workers' Group conference and is expected to feature prominently in McGrath's testimony. Commissioner Michael McGrath said competitiveness cannot come from weaker worker protection, and MEP Rene Repasi warned that a regime with too many routes for abuse could damage the project before it proves itself.

National employment and social laws are not affected by the proposal, applying to EU Inc. the same way they apply to any other business under national company law, with the applicable safeguards of the Member State of registration applying in full to the EU Inc. company, including when it comes to rules regarding co-determination.

The central unresolved question from the conference: how collective rights (bargaining, board representation) are governed when a company registers in one member state but operates mainly in another.

Regulation vs. Directive and Treaty Basis

The document states that the legal procedure for developing the 28th Regime will be via Articles 50 and 114 TFEU, with Article 50 giving authority to the EU to support freedom of establishment via directives, and Article 114 authorising the EU to adopt measures to harmonise the internal market, meaning that the 28th Regime is likely to be developed via directive, rather than regulation. However, the Commission ultimately chose a regulation under Article 114 TFEU alone.

The European Commission has published a proposal for a Regulation on the 28th regime corporate legal framework, the "EU Inc." (COM(2026) 321 final), which, if adopted, would create a new legal form of a European limited liability company applicable in the legal order of each Member State, based on Article 114 TFEU and directly applicable, meaning that no transposition into national law will be required.

Gap-Filling and National Law Interaction

One of the most significant technical issues concerns how the regulation interacts with national law when the EU Inc. framework is silent. A pattern emerges: for every harmonised rule, there is room for member state discretion or a gap-filling reference to national law that quietly reintroduces the very fragmentation the regime purports to eliminate.

Commissioner McGrath will likely be questioned on how the Commission intends to prevent 27 different interpretations of the same regulatory text, particularly given that court specialisation is suggested but non-binding (Member States 'could' designate specialised chambers according to Recital 81), with national judges, not a single EU-level tribunal, interpreting the regulation, and without mandatory specialisation, identical provisions will inevitably be read differently across jurisdictions, in accordance with their respective legal traditions.

Timeline and Next Steps for Legislative Process

Given its key importance for the EU's competitiveness, the Commission is calling on the European Parliament and the Council to reach an agreement on the EU Inc. proposal by the end of 2026.

The Commission has called on the Parliament and Council to reach agreement by the end of 2026, a timeline described as ambitious but politically feasible, and the European Council Conclusions of March 19, 2026 (published just one day after the proposal itself) signalled strong political will to move quickly, with first EU Inc. registrations potentially available as early as Q1 2027, given that the regulation is expected to apply twelve months after its entry into force.

The ordinary legislative procedure will involve:

JURI Committee examination (May 2026 onwards): Following the May 4 presentation, JURI will appoint a rapporteur, conduct hearings, draft amendments, and prepare a report for plenary vote.
Council technical examination (March 2026 onwards): The Working Party on Company Law continues parallel technical examination, with sessions already held on March 23, April 17, and April 27, 2026.
Trilogue negotiations: Once both Parliament and Council adopt their positions, interinstitutional negotiations will commence to reach a compromise text.
Final adoption: Both co-legislators must approve the final text before the regulation enters into force.

The proposal will be negotiated between the European Commission, the European Parliament, and the Council of the EU (representing member states) under qualified majority voting, meaning no single member state holds a veto.

"Competitiveness cannot come from weaker worker protection."

. Commissioner Michael McGrath, EESC Workers' Group conference, April 21, 2026

Implications for EU Company Formation

The 28th regime represents the most ambitious attempt to harmonise EU company law since the Societas Europaea (SE) was established in 2001 after 30 years of negotiation. The EU established a statute for a European Company (Societas Europea, SE) with Council Regulation No 2157/2001, supplemented by Council Directive 2001/86/EC on the involvement of employees of SE, which entered into force in 2004, aimed at companies operating in several Member States, as it allows greater mobility and easier transfer of registered offices.

However, the SE has seen limited adoption. The parallel with the Societas Europaea is uncomfortable: harmonised rules, fragmented implementation, fewer than 4,000 registrations in two decades.

For Startups and Scale-ups

If adopted as proposed, EU Inc. would offer significant advantages for early-stage companies:

Reduced formation costs: Maximum €100 vs. costs that can exceed €1,000-5,000 in notary-heavy jurisdictions
Faster incorporation: 48 hours guaranteed (for template articles) vs. weeks or months in some Member States
Simplified cross-border operations: For a cross-border operating EU Inc., the formation of a cross-border branch would be simplified under Articles 36 et seq. of the proposal, allowing anyone wishing to open a cross-border branch in another Member State to do so via the EU central interface, with the local register receiving all necessary and already verified information directly via the Business Registers Interconnection System (BRIS).
Harmonised employee stock options: All EU Inc. companies would be able to opt into a harmonised EU employee stock option (EU-ESO) scheme, with tax on income derived from warrants deferred until disposal of the resulting shares, directly addressing one of the most cited barriers to startup talent retention in Europe, with the Commission also encouraging EU Member States to treat EU-ESO income as capital gains rather than employment income.

For Investors and Legal Advisors

The proposal introduces features familiar to venture capital investors:

The proposal would support multiple share classes, differentiated voting rights, convertible instruments, and warrants, with in-kind contributions (including undertakings to perform work or services) permitted as share consideration, and explicitly enabling Simple Agreements for Future Equity (SAFEs) and other standardised financing instruments favoured by the VC community, with distributions governed by balance sheet and solvency tests rather than traditional capital maintenance rules.

However, significant uncertainty remains. The actual content of the standard EU templates is nowhere defined in COM(2026) 321 final, being delegated entirely to future implementing acts under Article 8, leaving unclear whether those templates will accommodate multiple share classes, preferred equity, weighted voting rights, and the other complex features that any high-growth company raising external capital will need from day one.

Risks and Open Questions

Several critical issues remain unresolved:

Divergent national interpretation: Without mandatory specialised courts, the same regulatory text may be interpreted differently across 27 jurisdictions, potentially recreating fragmentation at the interpretive level rather than the legislative level.
Template vs. bespoke articles: The moment a company opts for tailor-made articles of association, Article 17 governs instead, the five-day deadline replaces the 48-hour one, and the cost ceiling disappears, with the notary not merely kept at the door for bespoke incorporations but restored as full gatekeeper, and in notary-tradition jurisdictions, this means the full notarial apparatus re-enters the picture with its customary fee schedule intact.
Central registry timeline: The Commission's proposal establishes an interface to BRIS initially, with a central EU register coming later. The timeline and technical architecture for this second phase remain undefined.
Co-determination and cross-border operations: The central unresolved question: how collective rights (bargaining, board representation) are governed when a company registers in one member state but operates mainly in another.

What This Means for EU Inc Stakeholders

The May 4 JURI Committee presentation represents the beginning, not the end, of substantive debate on the 28th regime. Founders, investors, legal professionals, and policymakers should focus on:

For founders and startups: Monitor whether the final implementing acts for template articles will accommodate venture-backed structures from day one. If template articles are restricted to basic single-class structures, the promise of €100 / 48-hour formation may not materialise for companies raising external capital.

For investors: Track amendments addressing preferred shares, liquidation preferences, anti-dilution provisions, and board representation rights. The current text provides enabling language but lacks specificity on how complex cap tables will be registered and enforced across borders.

For legal advisors: Prepare for a transitional period where EU Inc. exists alongside national forms. Companies will need guidance on when EU Inc. offers genuine advantages vs. when established national forms (German GmbH, French SAS, Dutch BV) remain preferable due to interpretive certainty and established case law.

For policymakers and civil society: The worker protection debate will continue throughout the legislative process. The Commission has stated national labour law applies in full, but enforcement mechanisms for cross-border scenarios require further development.

The JURI Committee presentation on May 4 will provide the first opportunity for MEPs to question Commissioner McGrath directly on these design choices. The rapporteur assignment expected at or shortly after this meeting will determine who guides Parliament's negotiating position through the remainder of 2026.

For comprehensive analysis of how the 28th regime compares to national formation options, see our detailed guides on EU Inc vs German GmbH, EU Inc vs French company forms, and EU Inc vs Dutch structures. For cross-border comparisons, consult EU Inc vs Delaware LLC and EU Inc vs UK Ltd.

The broader legislative context, including the One Europe, One Market roadmap and its 2027 deadline, is covered in our timeline analysis and One Europe, One Market roadmap coverage.