Complete Guide to the EU Inc Proposal

1. What is EU Inc?

EU Inc is the name of an optional pan-European company form proposed by the European Commission on March 18, 2026 within the wider 28th-regime approach. If adopted, it would create a common corporate-law framework recognised in all 27 member states. Tax, employment, licensing, branch and other local registrations could still apply.

European founders currently navigate different national company-law systems when expanding. The proposal aims to offer one optional corporate framework with digital procedures and common templates. It could reduce company-law friction, but it would not replace national tax, employment or sector-specific obligations.

According to the European Commission proposal (COM(2026) 321)

2. How it works

Formation would be online. The fastest route runs through the central EU interface with the EU application form and the standard templates, and the filing still goes through preventive control, which a Member State may assign to an administrative body, a court or a notary. The proposed limits of 48 hours and EUR 100 apply only to that route. Founders who use their own articles instead of the templates, or file another way, should expect more time and higher cost. No route is open yet.

Proposed in COM(2026) 321 – not yet in effect

3. Key features

Built for founders, not lawyers

• 100% online registration. The proposal makes covered procedures digital. Preventive control may still be judicial, administrative or notarial, and exceptional in-person checks remain possible.
• English-language standard. The proposal provides EU templates and a central interface; national registers and other local obligations may still have language requirements.
• Cross-border from day one. One form would be recognised in all 27 member states, while branches, subsidiaries or local registrations may still be needed for tax, employment, licensing or commercial reasons.
• Digital-first governance. The proposal supports digital meetings, resolutions and covered filings; the adopted text may change.

For investors, the content of the draft matters more than registration speed. It provides for digital governance, flexible share structures and a common optional scheme for employee stock options that would defer the tax charge, while the rate and the allocation of taxing rights stay national. Whether funds accept the form will depend on the final text, the templates and how investor rights are written.

4. Who can register

Founders would not need EU citizenship or EU residence under the proposal. The company would need its registered office in a Member State, and identity checks and anti-money-laundering rules would apply as for any company.

EU Inc would sit beside the national forms, not replace them. The proposal includes conversion routes for existing companies, but nobody can use them today and their conditions may still change.

Founders who want to be ready can assemble what any registry will ask for: identity documents for each founder, beneficial-owner details, a plan for the registered office, draft articles, a cap table and the tax and VAT facts of the business. The final list will follow the implementing forms.

How does EU Inc affect you?

5. EU Inc vs existing forms

Three comparisons come up most. The Societas Europaea (SE) already exists, needs EUR 120,000 of capital and suits large cross-border groups, while EU Inc is aimed at smaller companies and sets no statutory minimum capital. Estonian e-Residency is a way to found an Estonian OÜ remotely, which remains a national company of one Member State. Against a Delaware LLC, the choice turns on investors, tax and where the team works: EU Inc would give one EU company-law form but would not remove national tax, payroll, licensing or foreign-registration duties.

EU Inc vs. Traditional Company Forms

6. Tax implications

Tax is the largest gap. The proposal rests on Article 114 TFEU, whose paragraph 2 excludes fiscal provisions, so it cannot set a common corporate tax. Where an EU Inc pays tax would follow the usual national tests: tax residence, place of effective management, permanent establishments, and where staff and activities are located. The registered office alone decides nothing.

That makes the choice of Member State a full comparison, not a fee comparison. Tax, employment law, banking, courts and registry practice stay national, and they belong on the list before the headline formation cost.

The legal risks follow from the same split. The text can change before adoption, Article 4 sends unregulated questions to national law, registries and courts may apply the rules unevenly, and worker participation is among the most disputed points of the file.

7. Timeline and next steps

The European Parliament and Council are examining the proposal under the ordinary legislative procedure. End-2026 is a political target for agreement, not a registration date. The Commission text would apply 12 months after entry into force, but adoption and the final rules remain uncertain. Under the Council's negotiating mandate of October 23, 2026, the Regulation would apply only after 21 months.

The file is 2026/0074(COD) under the ordinary legislative procedure. The Legal Affairs Committee (JURI) leads in Parliament and has not yet voted on its report. The Council agreed its negotiating mandate on October 23, 2026. Committee drafts, compromise texts and negotiating mandates are positions, not adopted law.

Parliament and Council must agree one text and adopt it. End-2026 is a political target for that agreement, not a start date. Under Article 109 of the proposal the Regulation would apply 12 months after entry into force, so registration could not open before then. Under the Council's negotiating mandate of October 23, 2026, the Regulation would apply only after 21 months.

EU Inc Timeline