Insight — LexBoard

Towards an "EU Inc.": the Commission proposes a 28th corporate regime for European companies.

A new optional, harmonised European framework to allow start-ups, scale-ups and growing companies to incorporate and develop more easily across the single market.

The European Commission has put forward a proposal to create a new corporate regime harmonised at EU level: the "EU Inc.". The goal is simple: allow companies — particularly start-ups and scale-ups — to incorporate and develop within the Union on the basis of a more uniform, more digital and more readable legal framework.

Today, a company seeking to expand across several Member States has to navigate a patchwork of national laws: different corporate forms, distinct formalities, varying governance rules, administrative costs, local requirements and sometimes burdensome procedures. This fragmentation is regularly identified as a brake on the growth of European companies, particularly when they are raising funds or trying to scale quickly across the single market.

The Commission's proposal fits within this logic: create an optional regime, sometimes referred to as a "28th regime", that would sit alongside existing national corporate forms without replacing them. The EU Inc. would therefore be a new option for founders and companies seeking the benefit of a common framework across the European Union. The Commission notes that the regime is designed in particular for innovative companies and start-ups, while remaining accessible more broadly to founders who consider it suited to their project.

A regime designed to simplify incorporation and corporate life

One of the most visible features of the proposal is the intent to make incorporation faster and less expensive. The envisaged framework provides for a fully digital registration, within 48 hours, with a cost capped at €100. The Commission also stresses the automation of certain information flows to the competent authorities under the "once-only" principle, so companies do not have to provide the same data multiple times.

Beyond incorporation, the project also targets corporate life itself: simpler share transfers, more digital capital operations, financing tools better suited to growing companies, and the possibility for Member States to open access to public capital markets for these companies. The Commission therefore presents the EU Inc. as a framework designed to support the entire corporate lifecycle, from creation through development operations, and even insolvency.

A central stake: making Europe more attractive to founders and investors

Behind the technical reform lies a broader economic stake: European competitiveness. The idea is to offer European entrepreneurs a more predictable environment that is more easily understood by investors, including international ones.

In practice, many growing companies today structure their fundraising or expansion around jurisdictions perceived as clearer or more investor-friendly. The EU Inc. seeks to respond to this competition by offering a more standardised European corporate form, capable of reducing the friction caused by the diversity of national laws.

The proposal also includes a common scheme for employee stock options, with a harmonised deferred-taxation logic. For start-ups and scale-ups, this is an important element: attracting and retaining talent often relies on equity-based incentives, which today remain heavily dependent on national rules.

What the EU Inc. does not do — yet

It would, however, be wrong to present the EU Inc. as a European company entirely detached from national laws. The proposal remains a text to be discussed and adopted at European level. It is part of a legislative procedure and its contents may still evolve.

Moreover, the "28th regime" does not necessarily mean full harmonisation of every area relevant to a company. The proposal first targets a harmonised corporate-law framework, with digital, financial and procedural extensions. The Commission mentions a wider strategy touching on certain tax, social and insolvency aspects, but the proposal expressly states that it is not intended to set aside applicable national or European employment law.

In other words, even with an EU Inc., companies will still need to assess their situation against the tax, social, accounting, regulatory and contractual rules applicable in the relevant Member States.

What's in it for Belgian entrepreneurs?

For Belgian entrepreneurs, the potential interest of such a regime will depend largely on their trajectory. A company operating mainly in Belgium, with a simple structure and local shareholding, will not necessarily benefit from moving away from existing forms such as the SRL or SA.

On the other hand, for projects with a European dimension — start-ups, technology companies, fundraising rounds, groups in cross-border expansion — the EU Inc. could become an attractive structuring tool, provided the final regime is genuinely simple, recognised by investors and properly articulated with national laws.

The question will therefore not just be: "can we set up an EU Inc.?", but rather: in which cases does this form offer a real advantage compared with existing Belgian forms?

Key takeaways

The "EU Inc." proposal marks an important step in European thinking on simplifying corporate law. It reflects a clear political will: reduce legal barriers to cross-border growth and give European companies a more readable framework to develop within the single market.

But as is often the case with structuring, the choice of a corporate form does not boil down to its apparent simplicity. It will need to be assessed in light of governance, taxation, financing, founder protection, investor entry and the company's development strategy.

For founders and executives, the EU Inc. will therefore be less an automatic solution than a new tool to factor into the structuring analysis.

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