EU Inc Capital Requirements: What Article 62 Actually Says

The European Commission's EU Inc proposal does not set a €1 minimum. Article 62 says that an EU Inc would not be required to have any minimum amount of capital or to build up capital or legal reserves over time. Its articles of association could therefore state capital of EUR 0. That is different from a rule requiring founders to contribute €1.

This is still a legislative proposal, not current law. The final text may change during negotiations. The primary source is COM(2026) 321 on EUR-Lex; Parliament's procedure file is 2026/0074(COD).

What Article 62 says

Article 62 of the Commission proposal is titled “Amount of capital.” It provides that:

• no statutory minimum amount of capital is required;
• the company does not have to accumulate capital or legal reserves over time;
• any capital that the company does state must be denominated in euro, or in the registration state's official currency if that state has not adopted the euro; and
• if the company chooses shares with a nominal value, the contribution to capital for each share must equal that nominal value and the capital must be fully subscribed.

The accurate shorthand is therefore “no statutory minimum capital,” not “€1 minimum capital.”

No minimum capital does not mean every share is free

Article 61 makes non-par-value shares the default unless the articles of association provide otherwise. Article 64 separately says that shareholders must provide the consideration agreed in the articles or the share-issue decision.

Any part of that consideration contributed to capital must be provided when the shares are issued. A part that is not contributed to capital may be payable later under the articles or issue decision, but no later than five years after issue. The practical payment obligation therefore depends on how the company structures its shares and consideration; Article 62 only removes a statutory floor.

Creditor protection moves to distribution tests

The proposal does not treat zero statutory capital as zero creditor protection. Article 72 requires all directors to certify both tests before a distribution takes effect:

1. Balance-sheet test: after the distribution, assets must remain greater than liabilities and stated capital.
2. Solvency test: the company must be able to pay debts in the ordinary course for the following 12 months.

Directors who knew, or should have known, that a distribution failed the tests can be jointly and severally liable to the company for resulting damage. A recipient shareholder may also have to return an unlawful distribution in the circumstances set out in Article 72.

This is a different protection model from the German GmbH's fixed capital threshold. It tests the company's condition when value leaves the company rather than relying only on an amount recorded at formation.

How the proposal compares with German forms

The official German provisions are § 5 GmbHG and § 5a GmbHG. Formation costs and professional fees vary, so the capital figure should not be treated as the total cost of incorporating.

The 48-hour and €100 rule is a separate fast track

The capital rule is frequently mixed together with the proposed registration fast track. They are separate provisions.

Under Article 16, the 48-hour deadline and maximum EUR 100 registration cost apply when founders use the EU central interface, the harmonised application form and the EU templates for the articles of association. Article 17 gives a five-working-day deadline when the central interface is used with tailor-made articles and does not state the same EUR 100 cap.

These are proposed registration rules. They do not include every optional legal, tax, accounting, banking or licensing cost a founder may incur.

What zero statutory capital would not solve

EU Inc is a proposed company-law form, not a passport out of local regulation. Depending on where a business has people, premises, management or customers, it may still face:

• corporate tax, permanent-establishment, VAT and payroll obligations;
• local employment and employee-participation rules;
• sector-specific licences, permits and professional authorisations;
• foreign-branch, beneficial-ownership or other local registrations; and
• national law that fills matters not harmonised by the EU Inc regulation.

One incorporation would not automatically remove these operational obligations across 27 member states.

When could the rule apply?

There is no official EU Inc launch date. The Commission has called for political agreement by the end of 2026, but agreement and adoption are not guaranteed. Article 109 of the proposal says the regulation would apply 12 months after it enters into force. The actual availability date therefore depends on the final legislative text, adoption and implementation.

For a company that needs to incorporate now, EU Inc is not an available option. Compare the current German UG and the proposed EU Inc, or follow the official-file milestones in our legislative timeline.