ICEL Webinar on 28th Regime: Irish Presidency Targets Agreement During Term

Ireland's presidency of the Council of the European Union intends to deliver a final agreed text on the 28th regime by the end of 2026, during its six-month term from July to December. Former Minister of State for European Affairs Lucinda Creighton expressed confidence that, although challenging, a final agreed text on the 28th Regime could be achieved under the Irish EU presidency , speaking at the Irish Centre for European Law (ICEL) webinar series "Ireland at the Heart of Europe" on 5 June 2026.

ICEL Webinar Overview and Irish Presidency Ambitions

ICEL's webinar series, Ireland at the Heart of Europe, was introduced by ICEL deputy president Ciarán Toland SC. The first event, One Europe, One Market (5 June) was chaired by Lucinda Creighton, chief executive of Vulcan Consulting . The timing of this event reflects Ireland's preparation to assume the presidency on 1 July 2026, taking over from Cyprus at a critical juncture in the 28th regime's legislative trajectory.

Minister Byrne situated EU Inc within a roadmap of approximately 40 significant legislative files, 20 of which are targeted for delivery under the Irish presidency . The 28th regime forms part of the One Europe, One Market Roadmap, which was agreed by the three institutions in April 2026 and represents a priority for Irish leadership.

Speaking at the webinar, Minister of State for European Affairs Thomas Byrne noted that the 28th Regime "could have a big impact on business and on legal-advice providers and legal-service providers here in Ireland" . His acknowledgement that progress would depend on the speed of institutional alignment and the willingness to compromise on red lines signals both ambition and realism about the technical hurdles ahead.

What is the 28th Regime and Why It Matters

The 28th regime, formally proposed as COM(2026) 321 on 18 March 2026, creates an optional EU-wide corporate legal framework known as "EU Inc." or Societas Europaea Unificata (S.EU). The 28th Regime is an optional, EU-wide harmonised legal framework, designed to allow companies to operate under a single, unified set of rules, rather than navigating individual member-state variations .

The Proposal for an EU Inc. corporate legal framework provides faster (within 48 hours), cheaper (maximum EUR 100) and fully digital company registration . This stands in stark contrast to current national systems, where formation time, notary requirements, and minimum capital thresholds vary widely, as detailed in our digital registration process analysis.

Professor Jessica Schmidt, who presented at the ICEL webinar, outlined the key structural features:

The proposal is grounded in a harmonised corporate legal framework for EU Inc. companies, including a new harmonised company legal form to be introduced in the national legal orders of all Member States , making it fundamentally different from previous failed attempts like the Societas Privata Europaea, which was shelved in 2014.

"An impressive achievement and a genuine milestone."

Source: Professor Jessica Schmidt, European company law specialist, ICEL webinar, 5 June 2026

Key Discussions and Stakeholder Positions

The webinar revealed three critical factors distinguishing this proposal from previous attempts. Economic imperative was cited as the first reason, with US growth having exceeded EU growth by approximately one percentage point a year over the past quarter-century, accumulating to "a very significant gap in GDP" and "in the quality of lifestyles which the economies can support" .

Second, political will now exists at the highest level. On 19 March 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. Leaders called on the co-legislators to adopt it by the end of 2026 .

Third, safeguards against regulatory arbitrage have been built into the design. One previous stumbling block was national member-state concerns on protection of labour law. However, the new proposal contains an explicit guarantee that EU Inc cannot be used to circumvent established employment law in member states .

At the 28 May 2026 COMPET Council meeting, the first formal ministerial debate on the proposal, many delegations pushed safeguards against fraud, tax evasion, and money laundering; some raised legal-certainty questions around legal basis, taxation, minimum capital, and insolvency; several highlighted respect for national labour rules . Cyprus Presidency chair Michael Damiano summarised the position: "competitiveness and trust must go hand in hand" .

These concerns remain open for negotiation, as the Council readout was high-level: momentum toward continued work and the end-2026 target, but no agreement on text .

Timeline and Path to Agreement

Ireland assumes the Council presidency on 1 July 2026, inheriting a file that is already in active technical and political negotiation. The legislative calendar shows:

Council Track:

The next confirmed Working Party dates are 11, 17, and 25 June, then 2, 8, and 23 July, continuing under the Irish Presidency from July

Three Company Law Working Party meetings are confirmed on the Council calendar under the Irish Presidency in July

Parliament Track:

In Parliament, René Repasi (S&D, Germany) is rapporteur for the file. His draft JURI report is expected on 26 June, with amendments due on 17 July

The committee vote is expected in September (tbc); plenary vote (tbc)

Target Outcome:

If agreement is reached by end of 2026, the regime is expected to be operational from early 2027 .

This timeline places extraordinary pressure on Ireland's six-month term. The Irish presidency must coordinate more than 170 Council preparatory meetings, bodies and committees in Brussels , while simultaneously preparing the ground for trilogue negotiations between Council, Parliament, and Commission once Parliament finalizes its position.

"Progress would also depend on the speed at which member states and parliament could agree their positions, the willingness to compromise on long-standing red lines, and the reality that some commission proposals had not yet been published, even as deadlines applied."

Source: Minister Thomas Byrne, Minister of State for European Affairs, ICEL webinar, 5 June 2026

The fact that Irish politician Michael McGrath serves as EU Commissioner for Democracy, Justice, the Rule of Law and Consumer Protection, the portfolio responsible for the 28th regime, strengthens Ireland's coordinating position. As noted in our previous analysis, McGrath presented the proposal to Parliament's JURI Committee on 4 May 2026, establishing the foundation for parliamentary work.

Implications for EU Business Formation and Cross-Border Operations

The 28th regime, if adopted on schedule, will fundamentally reshape cross-border business formation dynamics within the EU. For startups and scale-ups currently choosing between national forms like the Dutch BV, German GmbH, or Estonian e-Residency structures, the EU Inc. offers a standardized alternative with three structural advantages:

1. Speed and cost certainty: Formation within 48 hours at a maximum cost of EUR 100, compared to formation times of weeks and notary costs that can exceed EUR 1,000 in countries like Germany.

2. Cross-border operational consistency: A company formed in Ireland operates under the same core rules when expanding to France, Spain, or any other member state, eliminating the need for legal restructuring or parallel entity formation.

3. Digital-native governance: Fully digital share registers, online-only board and shareholder meetings, and elimination of notarization requirements for most corporate actions reduce friction for distributed teams and remote investors.

The regime also establishes an EU Employee Stock Option scheme as part of the proposal, with flexible share classes and provision for convertible bonds and redeemable shares , addressing a long-standing competitive disadvantage versus US incorporation options.

For established businesses, the proposal allows any company registered or already registered as a limited liability company in a Member State to opt for EU Inc. status , meaning conversion is possible without liquidation and reformation.

The insolvency provisions are particularly relevant for early-stage ventures. Innovative startups will have access to simplified insolvency procedures to facilitate the winding-up of operations. This enables founders to try and test innovative ideas and start again if needed , reducing the stigma and cost of failure that has historically constrained European entrepreneurship relative to the US.

What Founders and Advisors Should Do Now

If you are planning to incorporate a company with pan-EU operations, or advise clients on EU corporate structures:

Monitor the legislative calendar closely. The Council Working Party sessions scheduled for June and July, and the Repasi draft JURI report expected on 26 June, will reveal the first concrete text-level compromises. These documents will show whether the EUR 100 cost ceiling, 48-hour timeline, and minimum capital exemption survive political negotiation.

Evaluate timing for incorporation decisions. If your target launch is Q1 2027 or later, consider whether waiting for EU Inc. availability offers strategic advantages over immediate incorporation in a national form. Our assessment tool can help model the comparison for your specific situation.

Review existing entity structures for conversion readiness. If you operate multiple subsidiary entities across EU member states today, begin preliminary analysis of whether consolidation into a single EU Inc. structure post-adoption could reduce administrative overhead. Note that tax residence and transfer pricing rules remain national, so conversion does not eliminate all complexity.

Engage with the consultation process. The Irish presidency will likely facilitate further stakeholder input during July-December 2026. Companies with specific technical concerns about share classes, governance flexibility, or insolvency provisions should prepare written submissions or engage through national business associations.

Prepare for fragmentation risk. Despite harmonization ambitions, certain aspects of interpretation, enforcement and dispute resolution would continue to involve national courts and authorities, meaning that differences in application between member states may persist . As discussed in our national court interpretation risk analysis, the first 12-24 months post-adoption will be critical for observing how national registries and courts handle the new regime in practice.

The Irish presidency's ambition to finalize the 28th regime during its term represents the most significant opportunity in a generation to create a genuinely unified corporate law framework for Europe. Whether that ambition is realized depends on the technical negotiations now accelerating in Brussels, and on the political will of 27 member states to subordinate national preferences to collective competitiveness.