What characterises the new European private limited company, EU Inc.?

On 18 March 2026, the European Commission formally presented the Proposal for a Regulation of the European Parliament and of the Council on the company law framework of Regime 28, known as “EU Inc.” (COM(2026) 321 final). This is a major legislative initiative, promoted following the Letta and Draghi Reports, which aims to create a 28th harmonised and optional company form across the European Union, designed to drastically simplify the incorporation, operation, financing, and winding-up of companies.

This proposal, currently under discussion in the European Parliament and the Council, and expected to enter into force during 2028, will redefine the rules of the game in cross-border operations. Below, we set out its key features and the anticipated impact for entrepreneurs, investors, and funds.

Corporate fragmentation in the EU as a starting point problem

The starting point of the proposal is unequivocal: the European Union has 27 national company law systems and more than 60 different legal forms for private limited liability companies.

Against this backdrop, EU Inc. does not replace national company forms (SL, GmbH, SRL, etc.), but rather offers an optional harmonised regime that any company, whether newly incorporated or already existing, may voluntarily adopt. Its distinguishing feature will be the designation “EU Inc.” in the company name.

Fast, digital registration with no minimum capital in the new European company

One of the pillars of the proposal is swift and fully digital incorporation. Entrepreneurs will be able to register an EU Inc. through a central European interface (based on the BRIS system) within a maximum period of 48 hours and at a cost of €100.

No minimum share capital contribution is required (it may be €0), thereby removing a traditional barrier to entry.

The application is made by means of an electronic form, using harmonised model articles of association (although bespoke articles are also permitted), and is subject to preventive administrative, judicial, or notarial review. The identification of the founders is carried out in accordance with the eIDAS Regulation, thereby ensuring legal certainty.

Full digitalisation and a “one-stop shop” in the new company model

Once incorporated, EU Inc. benefits from the “digital by default” principle in all corporate procedures: general meetings and board meetings held remotely, the adoption of resolutions by electronic means, and a digital share register with constitutive effect.

In addition, the “once-only principle” applies: company information is automatically reused to obtain the tax identification number, the VAT number, and the beneficial ownership register.

This removes duplication and significantly reduces the administrative burden.

Key features of EU Inc.

The Proposal sets out six fundamental principles of EU Inc.:

• Limited liability of the shareholders
• Separate legal personality, in accordance with the law of the Member State of registration and recognised by the other Member States
• Incorporation by one or more persons (natural or legal)
• Possibility of incorporating an EU Inc. by way of conversion of an existing company, as well as through structural transactions such as mergers or demergers, including both domestic and cross-border operations between Member States.
• Obligation to have an EUID (European Unique Identifier)
• Indefinite duration (unless expressly provided otherwise)

EU Inc. companies will be governed by the Proposal, their Articles of Association, and, on a supplementary basis, by the law of the Member State of registration.

Financing, transfer of shares, and access to capital markets

From an investment perspective, EU Inc. introduces key developments:

• Flexible capital structure: shares with no nominal value are permitted, as are different classes of shares with differentiated economic or voting rights (including multiple-vote or non-voting shares), as well as modern financing instruments such as warrants, convertible instruments (SAFEs, KISS), and redeemable shares.
• Digital transfer of shares without mandatory intermediaries: the transfer of shares is carried out by means of an electronic agreement, notification to the company, and entry in the digital share register. No public notary is required unless the articles of association provide otherwise.
• Access to secondary markets: EU Inc. may apply for admission to trading on multilateral trading facilities (such as BME Growth). Member States may, if provided for in their national legislation, allow access to regulated markets (stock exchanges).

These measures reduce transaction costs, streamline due diligence, and facilitate investor exits.

The most significant innovation is fiscal: income derived from warrants is not treated as realised or taxed at the time of grant, vesting, or exercise, but rather at the time the shares obtained are sold. This deferral removes the liquidity issue that has traditionally hindered option plans in Europe.

Swift winding-up and simplified insolvency for start-ups

The proposal introduces efficient mechanisms for business closure:

• Winding-up of solvent companies (fast-track): this allows the liquidation to be completed within an approximate period of three months if the company has no assets or liabilities, or if all creditors consent. The procedure is entirely digital.
• Simplified insolvency procedure for “innovative companies”: an EU Inc. is deemed innovative where it allocates at least 10% of its operating costs to R&D (or 5% of its revenue). For these entities, the insolvency winding-up procedure is limited to a maximum of 12 months, with digital communication, a predefined list of creditors, and the possibility of electronic auctions of assets interconnected at European level through the EU Justice Portal.

This promotes the efficient reallocation of resources, which is particularly relevant for start-ups and venture capital.

Free movement and prohibition of discriminatory requirements

Article 103 sets out a blacklist of prohibited restrictions. Member States may not:

• Refuse public aid to an EU Inc. on the grounds that its registered office is located in another Member State.
• Require a local representative or a physical presence in order to obtain authorisations or to tender for public contracts.
• Require the opening of a bank account within their territory if the company already holds an account in another Member State.

In practice, an EU Inc. incorporated in any Member State will be able to operate throughout the Union under the same conditions as national companies, without the need for additional subsidiaries or branches.

Timeline for the implementation of EU Inc.

The proposal is currently under consideration. The following is anticipated:

• Adoption: 2026
• Entry into force: 2028

However, preparatory work in commercial registers and on the central European interface is already underway.

Conclusions and key legal points

EU Inc. constitutes the most ambitious reform of European company law in the last two decades. Its impact on M&A transactions will be significant in at least four respects: lower transaction costs, more streamlined due diligence (thanks to a single, reliable digital register), greater legal certainty in share transfers, and new exit routes for investors.

However, it is important to avoid oversimplifications. EU Inc. is not a “delocalised European company” nor a regime that entirely replaces national law. It will remain a company registered in a specific Member State, subject to the supervision of that State’s authorities and governed, to a large extent, by its national legislation. This aspect is not limited to tax or employment matters, but also extends to core areas of day-to-day corporate operations, such as:

• The liability regime of directors.
• The rules governing the challenge of corporate resolutions.
• The rules on dissolution and winding-up in areas not harmonised.
• The judicial procedures applicable to corporate disputes.

Therefore, the choice of the Member State of registration will remain a key strategic decision, determining the legal framework applicable to the company in all matters not covered by the Regulation.

At Devesa, our M&A and Corporate Law team is already analysing the EU Inc. Regulation proposal in detail, with the aim of anticipating opportunities and risks ahead of its entry into force.

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