Skip to main content
NormaGrid

28th regime corporate legal framework (EU Inc.)

In process Competition & Single Market Proposed Regulation

AI-assisted content notice: this page includes AI-assisted summaries, FAQs, and glossary entries prepared for navigation purposes. Verify the underlying legal text before relying on this content.

Current position & sources

Sources checked:

The Commission proposed the optional EU Inc. company form on 18 March 2026 (COM(2026) 321; 2026/0074(COD)). Council work continued in July 2026. The proposal has not been enacted and does not yet create obligations or a binding application date.

Summary

The “28th regime” has moved from a general policy concept to a concrete Commission proposal: an optional EU corporate legal framework called “EU Inc.”. The proposed regulation would introduce a harmonised company form into each Member State’s legal order and harmonise key lifecycle rules (formation, governance, shares/financing and certain winding-up/insolvency-related aspects) using digital-by-default processes.

Who is affected?

Founders (especially startups/scale-ups) and investors who might opt into an EU Inc. company, plus national business registers and other competent authorities involved in company registration and lifecycle processes.

Scope

A proposed optional EU-wide corporate legal regime (“EU Inc.”) that companies could choose as an alternative company form, with harmonised rules and procedures intended to work uniformly across the Single Market via digital registration and interoperable systems (notably BRIS).

Key Points

  • A formal Commission proposal exists: COM(2026) 321 final (2026/0074(COD)) for a regulation establishing the ‘28th regime corporate legal framework’ (‘EU Inc.’).
  • EU Inc. is designed as an optional company form to be introduced in each Member State’s legal order, intended to reduce cross-border friction caused by divergent national company-law frameworks.
  • The proposal relies on digital-by-default processes and the Business Registers Interconnection System (BRIS) for registration and information exchange across Member States.
  • The draft includes measures aimed at faster/cheaper company formation (including a 48-hour target and a fee ceiling of EUR 100 in specific standardised cases) and the “once-only” principle for transmitting company data to other authorities.
  • The proposal includes harmonised corporate rules across the company lifecycle (e.g., governance/capital operations) and rules on dematerialised shares recorded in a digital share register (with possible use of DLT).
  • The file remained under interinstitutional consideration in 2026, with Council work documented (e.g., Council note of 10/07/2026 providing guidance for further work).

Related Regulations

Frequently Asked Questions

Is the 28th regime still only a ‘planned initiative’?

No. As of 18/03/2026 the Commission tabled a formal proposal for a regulation creating an optional corporate legal framework (“EU Inc.”) under the ordinary legislative procedure (COM(2026) 321; 2026/0074(COD)).

Who would have to comply with the EU Inc. rules?

Only companies that choose (opt) to set up or convert into the EU Inc. form would use the EU Inc. rulebook; it is conceived as an optional regime alongside national company forms.

Does EU Inc. replace national company forms?

No. The proposal is designed to coexist with national company forms by offering an additional optional company form with harmonised EU-level rules.

What is the main practical change proposed for company formation?

The proposal aims to make EU Inc. formation digital-by-default and interoperable across the EU via BRIS, including a fast registration target and a fee ceiling in certain standardised situations.

Does the proposal also cover topics beyond ‘classic’ company law?

Yes. The Commission describes EU Inc. as covering relevant aspects across the company lifecycle and includes elements linked to financing and digital share handling, and also contains provisions addressing liquidation/insolvency-related processes for certain cases—however, the final scope depends on the co-legislators because the text is not yet adopted.

When would EU Inc. start to apply?

There is no binding application date yet because the proposal has not been adopted. The draft text includes an intended application timing relative to entry into force, but that can change during negotiations and only becomes relevant once a final regulation is enacted and published.

Key Terms

28th regime
An optional EU-level legal framework that sits alongside the 27 national regimes, allowing companies to opt into a single set of harmonised rules for specified areas.
EU Inc.
The proposed harmonised EU company form under the Commission’s 2026 proposal for the 28th regime corporate legal framework.
BRIS (Business Registers Interconnection System)
The EU system used to interconnect national business registers and support cross-border exchange of company information and procedures.
Once-only principle
A digital-administration approach where companies should not have to resubmit the same information to multiple authorities when it can be securely transmitted between them.
Dematerialised shares / digital share register
A model where shares are not represented by paper certificates and ownership/transfer is recorded in a secure digital register with legal effect, as proposed for EU Inc.
Employee stock options (EU-level optional scheme in EU Inc.)
A proposed optional harmonised approach within the EU Inc. framework to support employee equity participation, including harmonisation of certain tax timing aspects as described by the Commission.