The European Commission's proposal for a new pan-European corporate legal form.
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109 Articles, 12 Chapters Regulation (directly applicable) Target application: 2028 EP rapporteur: René Repasi (S&D, DE)
48h
Company registration (fast-track)
EUR 0
Minimum capital required
EUR 100
Maximum registration cost
308K
Estimated companies over 10 years
European Parliament rapporteur
René Repasi (S&D, Germany: SPD) was confirmed as the European Parliament rapporteur for the EU Inc. Commission proposal on 23 April 2026. He is a member of the Committee on Legal Affairs (JURI), the lead committee for this file, and of the Committee on Economic and Monetary Affairs (ECON), and a substitute on ITRE and the Subcommittee on Tax Matters (FISC). He is also a Professor of Law at the Erasmus School of Law in Rotterdam. MEP profile.
Repasi already shepherded the Parliament's preparatory own-initiative legislative report on the 28th Regime (A10-0269/2025, procedure 2025/2079(INL)), tabled on 17 December 2025 and adopted in JURI by 18 votes in favour, 4 against, and 1 abstention. His INL report called the new form "Societas Europaea Unificata (S.EU)", proposed a EUR 1 minimum capital, and pushed for explicit safeguards for employee participation and optional steward-ownership / asset-lock provisions. The Commission ultimately branded the form "EU Inc." with EUR 0 minimum capital. The Commission proposal (procedure 2026/0074(COD)) is based on Article 114 TFEU; the predecessor INL had defended Articles 50 + 114 against Article 352.
The three institutions have publicly committed to concluding negotiations by end of 2026.
Committee stage and status
Latest (Tuesday 21 July 2026): the ECON opinion is adopted and published. Meeting on 15 July 2026, the Committee on Economic and Monetary Affairs adopted its opinion on EU Inc. by 34 votes in favour, 13 against and 9 abstentions, and sent it to JURI as a letter under Rule 57(1) (PE788.878v01-00). Sixteen of its 31 suggestions concern a tax module that goes well beyond the Commission's company-law-only proposal. Full summary and roll-call breakdown below.
Previously (week of 13 July 2026, EP committee week): during the 13-17 July committee week, the last before the summer recess of 27 July to 21 August, EU Inc. reaches three committees on the same day, Wednesday 15 July 2026: the lead committee JURI for committee consideration, ECON as an opinion-giving committee, and EMPL for an exchange of views with stakeholders on the 28th regime. This is the first time the file is worked in three committees in the same week, a signal that it is gaining political weight, though it remains a proposal under committee examination rather than adopted law. Source: EP eMeeting committee agendas for 15 July 2026.
Status on the Legislative Observatory (as of 15 July 2026): in committee. The JURI committee referral was announced in plenary on 18 May 2026 (committee dossier JURI/10/05459); no lead-committee report or final committee vote has been tabled yet. The committees for opinion are ECON (Aurore Lalucq, S&D, appointed 18 May 2026) and EMPL (Johan Danielsson, S&D, appointed 13 May 2026). BUDG decided not to give an opinion. On 22 June 2026, EMPL tabled its draft opinion on EU Inc. (opinion rapporteur Johan Danielsson, S&D), and on 29 June 2026 rapporteur René Repasi tabled the lead JURI draft report (PE790.143, 246 amendments), considered by JURI with the shadow rapporteurs on 15 July 2026 (see the comparative and the debate below). The first committee debate was the JURI exchange of views of 4 May 2026 (highlights below).
EMPL draft opinion (12 June 2026, PE788.967): a worker-protection rewrite
The Employment and Social Affairs Committee's draft opinion for JURI, by rapporteur Johan Danielsson (S&D, Sweden), takes a markedly more protective line than the Commission text. Its core thrust is that the EU Inc. form must not become a vehicle for circumventing labour and social-security law, and it ties the company form firmly to the place where work is actually performed. Main points:
Narrower target. Reframes EU Inc. as a form for innovative startups specifically, rather than companies in general (Amendments 8-12).
Place-of-employment rule, not place-of-registration. The headline change (Amendment 23): employee-participation rules follow the Member State of employment, not the Member State of the registered office, closing an office-shopping loophole. Workers must enjoy information, consultation and board-level participation at least equivalent to those in the State where work is habitually performed (non-regression, Recital 83e).
Board-level co-determination preserved. Board-level participation is triggered once national headcount thresholds are crossed (counting branches and subsidiaries); the form may not be used to deprive employees of co-determination, with a fallback to the highest national co-determination standard where thresholds in several Member States are exceeded (Amendments 25-28, anchored on Directive 2001/86/EC).
Anti-abuse + joint liability. EU Inc. companies must keep a local legal or structural presence as an employer where national law requires it (anti-letterbox), remain jointly and severally liable for employee entitlements and social-security contributions, and register with local tax and social-security authorities (Recitals 83b-83d, Articles 4 and 9).
"Most favourable to the worker" prevails in any conflict between the Regulation and more protective national or Union law (Amendment 21).
Carve-outs. The Regulation must not affect national/Union labour law, social-security legislation and its coordination, or fundamental rights including collective bargaining and industrial action (Amendments 13-15).
Sectoral exclusion. The EU Inc. form would be barred in construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning and care work, with scope for the Commission to add further high-risk sectors with social partners (Article 1a).
The opinion now feeds into JURI as the lead committee. It signals that the social dimension (worker participation, anti-social-dumping safeguards) will be a central battleground of the EU Inc. negotiation. Source: EP EMPL draft opinion PE788.967v01-00 (12 June 2026).
ECON opinion adopted 15 July 2026 (PE788.878): 34 in favour, 13 against, 9 abstentions
The Committee on Economic and Monetary Affairs adopted its opinion on EU Inc. on 15 July 2026 and sent it to JURI as a letter rather than a full opinion: ECON Coordinators decided on 5 May 2026, "due to the urgency of the matter", to use the letter form under Rule 57(1) of the Rules of Procedure. It is signed by ECON Chair Aurore Lalucq (S&D, France) and addressed to JURI Chair Ilhan Kyuchyuk (Renew, Bulgaria). ECON calls on JURI, as the committee responsible, to incorporate 31 suggestions.
The framing. ECON calls EU Inc. a "significant first step" that addresses real obstacles to operating, growing and staying in the EU, but says the proposal must also tackle scalability, "the phase at which the EU loses a significant share of successful firms". It ties the file explicitly to completing the Savings and Investments Union, and warns the regime must not fragment the internal market, must not hand certain firms an unfair tax or regulatory advantage, and needs safeguards against letter-box entities and regulatory arbitrage.
Capital markets and the Savings and Investments Union (points 4-9)
Market access as a prohibition on Member States. ECON asks JURI to prohibit Member States from preventing or restricting EU Inc. companies from accessing multilateral trading facilities and regulated markets, while requiring those companies to comply with EU rules for listed companies, including the Shareholder Rights Directive (2007/36/EC) and the Company Law Directive (2017/1132).
The digital share register must survive contact with market plumbing. The register and the requirements in Article 54 must be verified as fully compatible with dematerialisation of shares in central securities depositories under CSDR (909/2014) and with tokenisation on DLT infrastructures under the DLT pilot regime (2022/858).
Zero minimum capital endorsed, with a caveat. ECON supports the absence of a minimum capital requirement but asks for creditor protection from the moment of incorporation onwards.
Anti-"killer acquisition" architecture. It recommends inserting permanent and irrevocable asset locks, as proposed in Parliament's own resolution of 20 January 2026, plus harmonised rules on an equity-like debt instrument (with linked insolvency rules) so investors can fund a company without acquiring control of it.
Standardised founder-friendly paper. The Commission should be empowered to develop and incentivise pan-EU contractual templates for convertible instruments such as SAFEs and KISS.
One concrete deletion. New share issuance should be decided by the general meeting or delegated to the board; ECON asks that the reference to "another company body" in Article 67(2) be removed as a source of legal uncertainty.
Payments and the financial acquis (points 10-15)
Article 11 should allow payment by credit transfer under Regulation 260/2012 or any other widely available digital means of payment in the Member State concerned, subject to AML and fraud-prevention rules, secure and traceable, and accepted by competent authorities. ECON asks for a technology-neutral approach, since other business-to-business payment methods may emerge before the Regulation applies.
Insolvency hierarchy made explicit. Chapter X of the proposal must be read against BRRD (2014/59/EU) and IRRD (2025/1), which ECON says should be treated as leges speciales and take precedence. It also asks that the EU Inc. form be added to the list of legal forms in Annex III of Solvency II.
Multiple-vote shares. The safeguards Member States may keep under the Multiple Vote Shares Directive (2024/2810), such as sunset clauses protecting minority shareholders, should apply to EU Inc. companies using multiple voting structures too.
The tax module: the substantive core (points 16-31)
Sixteen of the 31 suggestions concern tax, and this is where ECON goes furthest beyond the Commission text. It wants the 28th regime built on a modular approach including a tax module, and is explicit about the constitutional problem: because tax remains subject to unanimity in Council, a tax module is only attainable through an opt-in structure or, "as a last resort", enhanced cooperation — designed as an optional, clear and legally secure system open to other Member States joining at any time.
Deliberately narrow at the start: limited to a subset of companies such as cross-border growth-oriented start-ups and scale-ups, "which typically generate only limited corporate income tax revenues for Member States" — the political argument for why Member States should lose little.
A single consolidated corporate tax base and a uniform method for determining taxable income in line with OECD guidelines, with Commission-specified transfer pricing rules, coordinated safe harbours for routine intra-group services and low-risk transactions, and harmonised approaches to IP licensing and cost allocation. Documentation requirements proportionate to company size and growth stage.
Formulary apportionment. The consolidated base would be shared between Member States by a pre-agreed formula reflecting real economic activity: sales, labour, tangible assets and digital presence.
One front door. A single fully digital registration at the One-Stop Shop, a single tax number, standardised documentation and templates, a single tax-filing interface, and an English-first principle for communication without compromising the EU's other official languages.
Centralised VAT with a single EU VAT number and a digital One-Stop Shop (ViDA) covering declarations and refunds; a common simplified withholding tax procedure and minimum effective taxation on cross-border flows; and immediate recognition of tax residence via a centralised EU digital registry, to end the manual refund delays ECON identifies as a key barrier to scaling.
Employee stock options, hardened. ECON welcomes the Commission's optional EU employee stock option scheme and its principle that tax falls at disposal, but says implementation should be mandatory under the tax module, and that gains should be treated as capital income rather than employment income. It asks for a standardised EU valuation method with safe harbour rules for unlisted shares, and targeted rules giving tax certainty to employees who move between Member States between grant and sale.
Abuse guardrails. Only companies with real economic activities in the EU may access the tax module; it must not create shell or letterbox companies; and a company with an officially established infringement of rules on fraud, tax or social-security evasion, or employee participation, should be ineligible to opt in.
Incentives, but bounded. Coordinated and "strictly conditioned" incentives focused on research, development and reinvestment, whose design must be explicitly calibrated to align with the OECD Pillar Two global minimum tax.
The vote: a centre coalition, opposed from both flanks
The roll-call was 34 in favour, 13 against, 9 abstentions. The majority is the classic pro-European centre: EPP (14), S&D (11), Renew (5) and Greens/EFA (4) voted solidly in favour, with no defections recorded in any of the four groups. Notably, both ECON Chair Aurore Lalucq and JURI rapporteur René Repasi are among the S&D votes in favour.
The 13 votes against come from opposite ends of the chamber at once: the sovereigntist and hard right (PfE 4, ESN 2, ECR 2, plus non-attached Fabio De Masi) and The Left (4) — presumably objecting for very different reasons, the former to EU-level company law, the latter to tax competition and weakened national safeguards. The 9 abstentions are concentrated in the remainder of ECR (5) and PfE (3), both of which split rather than voting as blocs, plus one non-attached member.
The practical read: the tax module now has a formal ECON majority behind it, which strengthens the hand of those in JURI pushing to go beyond the Commission's company-law-only text. Whether JURI incorporates it is a separate question: ECON's opinion is a call on the lead committee, not a binding instruction, and the tax module still faces the unanimity problem ECON itself names.
Source: European Parliament, ECON opinion in the form of a letter, PE788.878v01-00 (AL\1343967EN), 15 July 2026 — ECON-AL-788878_EN.pdf. Procedure: COM(2026)0321 - C10-0080/2026 - 2026/0074(COD).
Shadow rapporteurs (six confirmed: full political spectrum)
Axel Voss: EPP, Germany (CDU). JURI full member; long-standing EP digital/legal-affairs figure (Copyright Directive, AI liability, GDPR).
Pascale Piera: PfE (Patriots for Europe), France (Rassemblement National).
Mario Mantovani: ECR, Italy. A sceptical voice on harmonisation in the 4 May debate.
Pascal Canfin: Renew, France. Enthusiastic backer; focuses on employee stock options and frictionless conversion of existing start-ups.
Kira Marie Peter-Hansen: Greens/EFA, Denmark. Tax-fairness and anti-abuse angle (also Greens shadow on the ECON tax INI).
Arash Saeidi: The Left (GUE/NGL), France (La France Insoumise).
With Repasi (S&D) as rapporteur and a named shadow from every group: EPP, PfE, ECR, Renew, Greens/EFA and The Left, the JURI line-up spans the entire political spectrum.
The Parliament's position: Repasi's draft report (29 June 2026)
On 29 June 2026 the lead rapporteur René Repasi (S&D) tabled his JURI draft report on EU Inc. (PE790.143v02-00), 246 amendments to the Commission proposal, on the committee agenda for 15 July 2026. His guiding idea, set out in the Explanatory Statement, is that European competitiveness and the European social dimension are mutually reinforcing: EU Inc. must become an "EU seal of quality". He keeps the Commission's ambition but re-engineers the design around anti-circumvention and social safeguards. He is not opposing the file, he is hardening it.
Criticised (Parliament's INL wanted Article 114 + 50; Article 50 is lex specialis), but not changed now given the end-2026 deadline; concern recorded
Scope
Open form framed for "innovative" companies (Article 4 sets the law hierarchy)
Deletes Article 4, inserts a new Article 1a (Scope) with a full labour-law carve-out; deletes "innovative"; excludes low-innovation sectors via a new Annex Ia (construction, cleaning, hospitality, road freight, residential care, meat processing, investigation and security)
Startup definition
Cross-refers a Commission Recommendation
Hard-coded: fewer than 100 staff, turnover or balance-sheet ≤ EUR 10 million, under 10 years old
Capital
EUR 0 minimum
EUR 0 kept, plus balance-sheet and solvency tests to protect creditors
Digital formation
Preventive control within 48 hours, max EUR 100
"Two working days", extendable for higher AML/fraud risk; EUR 100 covers everything
Preventive control
Formal legality check
Strengthened ex-ante: verify identity, legal capacity, authenticity, beneficial ownership and AML before registration
Employee participation (biggest divergence)
Rules of the Member State of the registered office
Rules of the Member State of the place of employment; board-level representation at host-State thresholds; where employees are in more than two States, the highest level of participation applies; otherwise a European-Company-style negotiation (Directive 2001/86)
Employee ownership
EU-ESO stock options, plus SAFE and KISS instruments
Adds an EU-ESOP share-ownership plan; both voluntary and must supplement, not replace wages, pensions and social security
Steward ownership
Not in the proposal
New voluntary "EU Inc. SO" (Articles 8a-8b): permanent separation of control rights from economic rights, anti-takeover, annual stewardship compliance report with independent assurance
Share listing
May access a multilateral trading facility or regulated market
Prohibited: to list, the company must first convert into a public limited company
Insolvency
"Innovative startups"; simplified winding-up
Deletes "innovative"; startups with fewer than 20 creditors; access not conditional on covering costs; insolvency practitioner the general rule; employee wage claims protected from enforcement stays
New chapter: certified out-of-court bodies (90 to 180 days, English plus one EU language), specialised judicial chambers, and a public database of national and CJEU case law on EU Inc.
Digital platform
Not in the proposal
New open-access EU Inc. platform: multilingual guidance, registration tutorials, AI-powered search, machine translation
Review clause
Every 5 years
Every 3 years (capital review every 2); European Company Law Observatory + equity-like debt framework flagged
Bulgaria's reasoned opinion on subsidiarity (National Assembly, PE790.116, adopted unanimously 15 to 0), also tabled for 15 July, takes the opposite tack: the proposal complies only partially with subsidiarity and breaches proportionality; the zero-capital requirement is "wholly unacceptable" (creditor protection, money-laundering and tax-fraud risk); the winding-up and insolvency chapters encroach on national law; and the employee-participation article lacks an impact assessment.
Bottom line: the Commission and the Parliament rapporteur agree on the goal and the headline features (EUR 0 capital, fast digital formation, employee equity, simplified insolvency). Repasi's report is complementary in ambition but materially different in safeguards: participation follows the workplace, not the mailbox; low-innovation sectors are carved out; preventive AML control is tightened; steward ownership is added; listing is restricted; and a Delaware-style dispute-and-database layer is built.
JURI debate: 15 July 2026 (consideration of the draft report)
On 15 July 2026 the JURI committee held its consideration of Repasi's draft report, the rapporteur facing the shadow rapporteurs of every political group, transcribed from the European Parliament webstream. The rapporteur summed up his approach in one image: "a highway for startups needs speed limits and guardrails."
René Repasi (S&D, rapporteur) presented EU Inc. as an opportunity to create new uniform EU rules (rather than deconstruct existing ones through omnibuses) and an "EU seal of quality". He keeps the Commission's ambition (digital, once-only, two working days, EUR 100) but adds guardrails: preventive AML and identity control; employee participation that follows the place of employment, not the registered office; protection of labour law and collective agreements; employee stock options as a bonus, not a wage substitute; an optional steward-owned EU Inc.; a Delaware-style dispute-resolution mechanism with a public case-law database; and a simplified insolvency track limited to the highest-risk startups. On the legal base he flagged doubts about Article 114 alone, signalling openness to an Article 50 + directive combination if the Council moves that way.
Axel Voss (EPP, shadow) called EU Inc. "one of the most important competitiveness proposals of this mandate" and defended the Commission's text as the right starting point: it must stay a regulation, digital by default and open to everyone. He warned that excluding entire sectors from the scope and adding references back to national law would make EU Inc. "less European, not more", and that the Commission's balance on employee participation should be preserved.
Mario Mantovani (ECR, shadow) argued the form should be open to all companies, with no limitation by size or sector and no added rigidity, and questioned the steward-ownership model as conservative and unattractive to venture capital.
Pascal Canfin (Renew, shadow), whose remarks were read on his behalf by the group's JURI coordinator Dainius Žalimas, welcomed the anti-letterbox approach and the new dispute-resolution platform, but disagreed with extending national co-determination rules across borders ("goes too far"), with the sector carve-outs (a risk for innovative startups in transport and construction), and with the ban on stock-market listing. Renew's amendments were due that Friday.
Kira Marie Peter-Hansen (Greens/EFA, shadow) backed the social safeguards and workers'-rights protections, agreed that publicly listed companies should be excluded from the 28th regime (different governance and investor base), and asked for a comprehensive review clause. She noted she would not sit on the negotiating team, with a Green colleague taking over.
Arash Saeidi (The Left, shadow) welcomed the guardrails on workers' rights but warned the text is a high fraud risk, weighing the projected economic benefit against VAT and carbon-quota fraud exposure, and announced roughly 200 amendments targeting 48-hour creation, the lack of director-identity verification and the absence of an employee-count declaration.
The fault lines: on sector exclusions and host-state co-determination, the EPP, Renew and the right push back against Repasi's carve-outs; on the listing ban, Renew opposes but the Greens and Repasi support exclusion; the Left is fraud-focused; and Repasi (S&D) holds the centre with "ambition plus guardrails". The real signal comes next: the amendments, tabled within days.
JURI debate: 4 May 2026 exchange of views
The first JURI engagement with the EU Inc. proposal was a full exchange of views on 4 May 2026, transcribed from the European Parliament webstream.
Commissioner Michael McGrath (DG JUST) presented EU Inc. as the harmonised alternative to 60+ national limited-liability forms: fully digital across the life cycle, 48-hour registration, EUR 100 cap, with mandatory preventive control against letterbox companies, cross-border director-disqualification, the once-only principle and public transparency via BRIS. He underlined investment features (online share subscription, multiple share classes with different voting rights, access to SME growth markets) and the EU employee stock option as a long-term incentive. He stressed what the proposal does not do: it leaves labour rights, corporate taxation and AML untouched, and on employee participation it applies the rules of the Member State of the registered office, a deliberate departure from Parliament's INL. EU Inc. is "the centrepiece of the 28th regime, not the entirety."
René Repasi (S&D, rapporteur) welcomed EU Inc. "except for the name" (a reference to US corporate forms) and called for it to become a "seal of quality", a "legal highway for founders" that still needs proper guardrails. He warned the safeguards on employee protection, credit protection and money laundering are still lacking, and that EU Inc. must not become "just another vehicle for forum shopping" or a tool for harmful tax competition.
Mario Mantovani (ECR, shadow) was sceptical: 27 national legal orders, 27 court systems and 27 tax systems remain; the proposal is "well-calibrated for the initial phases but ambiguous for scale-ups," leaving venture capitalists "only partially satisfied." "We welcome your proposal, but we can do better."
Pascal Canfin (Renew, shadow) reaffirmed Renew's strong support and the end-of-year target, asking how national employee-stock-option schemes feed into EU Inc. and how an existing start-up can convert without fiscal friction on options already granted.
Members raised the persistent tax-number delay (registration in 24–48h but a tax number still takes weeks), the scope split between corporate and insolvency law, and high start-up expectations in their constituencies. In reply, McGrath stressed simplicity, confirmed the central EU register will build on BRIS and complement the European Business Wallet, and that tax numbers remain with national authorities.
A separate file from the EU Inc. corporate regulation, but deliberately welded to it: ECON's own-initiative report "Feasibility of a 28th tax regime and its potential to support EU competitiveness" (procedure 2025/2211(INI)), rapporteur Ľudovít Ódor (Renew, Slovakia). The committee adopted it on 3 June 2026 (indicative plenary 6 July 2026). The agreed text states that the EU Inc. corporate regulation (2026/0074(COD)) "is a first step onto which other modules can be added, including on taxation (tax module)."
The endorsed tax-module design is an optional opt-in regime (with enhanced cooperation as a last resort, and a call to move some tax matters to qualified-majority voting), scoped to cross-border growth start-ups and scale-ups, building towards a single consolidated corporate tax base with formulary apportionment, while tax rates stay national. It adds VAT via a single EU number and One-Stop-Shop, a simplified withholding-tax procedure, DEBRA debt-equity neutrality, and strict anti-abuse rules (real economic activity only, no shell companies, no tax shopping).
How the political groups lined up: the compromise was carried by EPP + S&D + Renew + Greens (with The Left partially folded in), while every ECR and PfE amendment fell. Renew drove the ambition (consolidated base, QMV); the EPP backed competitiveness but guarded Member States' right to set tax rates; S&D and the Greens attached social and anti-avoidance guardrails; The Left tried to delete the welcome of the proposal but secured anti-abuse safeguards. ECR "explicitly rejects" using the regime as a vehicle for tax integration, and PfE defends taxation as an exclusive Member State competence under unanimity. The fault line to watch is unanimity versus QMV on tax.
External analysis and community resources
Jacques Delors Centre: "One Europe, One Market" (April 2026 paper, v3): published at delorscentre.eu. Endorses the Commission's EU Inc. proposal and urges rapid approval. Key positions:
Broad and inclusive scope. Although EU Inc. is conceived with start-ups and scale-ups in mind, the paper insists it should remain open to all company types, because the transformative effect only materialises if every firm facing cross-border barriers can benefit.
Substantive ambition over incremental harmonisation. EU company-law directives historically harmonised only parts of the legal landscape; EU Inc. extends into areas that determine how companies raise capital, take decisions and organise growth across borders.
Central digital register is non-negotiable. Without the Commission-proposed digital register (within 18 months of application), the 28th regime "would risk becoming little more than a coordinated sum of 27 national regimes, rather than a truly European legal framework."
Full preservation of workers' rights. The final text must ensure the new regime cannot be used to circumvent participation rights, including board-level representation where such rules apply.
Philosophical framing: "the most effective path to simplification is not deregulation, but European integration", replacing a disordered patchwork of national rules with a single coherent framework.
Regulation vs Directive: the Delors Centre explicitly welcomes the Commission's choice of a regulation (directly applicable) over a directive (requires national transposition), calling it foundational to the 28th regime's transformative potential.
euinc.me: Independent tracking resource: euinc.me/en. Not affiliated with the Commission. Neutral framing of the proposal ("a startup expanding from Sweden to Germany needs a new legal entity, a local notary, and months of paperwork"). Tracks OEIL + Council working-party progress, JURI committee milestones, and offers a "2-minute assessment" for founders considering EU Inc. incorporation. Useful companion to Brubru's legislative tracking for founders and VCs tracking incorporation-readiness.
1,664 amendments: what Parliament wants to change
Read from the five JURI amendment documents of 23 July 2026, the EMPL opinion and amendments, and the Bulgarian reasoned opinion, then compared against the rapporteur's draft report
1,664
amendments in total
48
members tabling
120
on preventive control
3
would end the file
In one line: EU Inc. is not being opposed from one side. It is being pulled apart from both ends at once, while the centre that carries the file argues about who checks a company before it is allowed to exist.
Finding 1: three amendments would end the file, not amend it
Amendment 247, Arash Saeidi and Manon Aubry on behalf of The Left Group, replaces "Adopts its position at first reading" with "Rejects the Commission Proposal".
Amendment 248, Pascale Piera and Juan Carlos Girauta Vidal (Patriots for Europe), does the same thing in almost identical words.
Amendments 249 and 250 would convert the instrument from a Regulation into a Directive, applying "throughout the text". That is not a drafting preference. A directive requires national transposition, which removes the single uniform company form that is the entire point of a 28th regime.
The Left and the hard right reach the same destination from opposite directions. That pattern repeats through the whole set.
Finding 2: the biggest fight is about notaries, not startups
120 amendments touch preventive legality control, more than any other theme. Article 14 alone attracts 59 and Article 2 attracts 70. The recurring move is to write "notarial" into the chain of authorities that must check a company before registration.
This cuts directly against the proposal's digital-only design. Amendment 314 says fully digital procedures "should not prevent competent authorities, including notaries where provided for under national law, from requiring the physical appearance of applicants where justified by specific risks relating to identity".
The rapporteur is on the same side, for a different reason. He strengthens preventive control so EU Inc. becomes "a trusted European corporate label" rather than a circumvention vehicle. But he specifies what must be verified, being identity, legal capacity, authenticity and anti-money-laundering compliance, and leaves the choice of authority open. The 120 amendments would put a specific profession into the text.
Finding 3: the speed range runs from 48 hours to 15 working days
The Commission proposed 48 hours (Article 16(2)), capped at EUR 100. The rapporteur's draft report slows this to two working days and adds an extension "for the time strictly necessary". Twenty-two amendments then move the deadline again, in both directions.
Deadline
Who proposes it
48 hours the Commission's own text, restored
Commission proposal, and amendments from Mario Mantovani (ECR), Jörgen Warborn (EPP), Victor Negrescu (S&D), Pascal Canfin (Renew), Kira Marie Peter-Hansen and Sergey Lagodinsky (Greens/EFA)
Two working days the rapporteur's slowdown
Repasi's draft report, and amendments from Daniel Buda and Lukas Mandl (EPP), Mary Khan
15 working days roughly seven times slower
Arash Saeidi and Özlem Demirel (The Left)
The reading is not that a coalition wants EU Inc. faster than the Commission. It is that an unusually wide coalition, running from ECR through the EPP and S&D to Renew and the Greens, is defending the Commission's 48 hours against its own rapporteur. Speed is the one thing the centre and both flanks of the mainstream agree on. Canfin's version adds a decisive word: a maximum "and total" cost of EUR 100, closing the gap through which national add-on fees could re-enter.
Finding 4: on employee participation, every outcome is on the table
Twenty-nine amendments target Article 12, and they cover the full range:
Delete it. Amendments 835, 837 and 838. Mantovani's justification is a competence argument, not a policy one: employee participation belongs to a legal basis on which the Council acts unanimously, not to Article 114 TFEU. Bulgaria's parliament raises the same objection from a different direction.
Shift the connecting factor. Repasi's own Amendment 840 and the EMPL draft opinion both move participation from the Member State of the registered office to the Member State of employment. The draft report goes further: where employees sit in several Member States, the highest level of protection applies.
Harden it further. Amendment 839 (Greens/EFA), Amendments 841 and 843 (The Left).
Keep the registered-office rule. Amendment 842 (ECR), Amendment 844 (EPP).
This is where the lead committee and the opinion committee already agree: JURI's rapporteur and EMPL's rapporteur propose the same change (the EMPL opinion is set out in full above). The opposition to it splits between a competence argument and a business-flexibility one.
Who tabled what
Forty-eight members tabled amendments. Attributing each by its first identifiable signatory, or by its declared "on behalf of" line:
Political family
Amendments
What it targets hardest
EPP
318
Digital share register (21), definitions (16), share transfer (16), application form (14)
Patriots for Europe
243
Preventive control (13), applicable rules (10), definitions (8)
ECR
166
Definitions (15), preventive control (7)
Patriots for Europe(Czech members)
156
Company bodies (6), Article 33 (5)
Greens/EFA
147
Subject matter (9), preventive control (7), digital-only (6), EU-ESO (5)
The Left
123
Register disclosure (10), subject matter (7), preventive control (7)
S&D
112
Spread across the text
Renew
48
Spread across the text
A further 105 could not be attributed automatically. Where an amendment is co-signed, the family of the first identifiable signatory is used, so these figures show weight of effort rather than formal group positions.
What would be deleted outright
Twenty-nine amendments delete a provision rather than rewrite it, and they cluster in two places:
Article 54, the digital register of shares: 7 deletions, and it is also the article the EPP amends 21 times. On the numbers, this is the single most contested provision in the regulation.
Chapter X, simplified insolvency: 5 deletions, the chapter Bulgaria's parliament says reaches into national tax, labour and contract law.
The rest are scattered: Article 44 (3 deletions), Articles 17, 59, 61 and 109 (2 each), and single deletions across Articles 8, 20, 46, 67, 70 and 92.
Where the amendments and the draft report already agree
Reading the 1,418 against the rapporteur's 246, four things turn out not to be in dispute:
The EUR 100 fee cap survives in every version that touches it. Nobody proposes a higher ceiling.
Preventive control should be stronger than the Commission proposed. The argument is about who performs it, not whether it happens.
Anti-money-laundering checks belong at registration. 77 amendments raise money laundering or beneficial ownership, and the draft report builds the same requirement in.
Letter-box prevention. Nine amendments raise economic substance, and it is also ECON's third suggestion, asking for "minimum economic substance requirements relating to operational presence, decision-making capacity and economic activity within the EU".
Two of the rapporteur's own ideas stand nearly alone: the steward-owned "EU Inc. SO" variant is picked up by only two amendments, and the Annex II exclusion list he creates to replace the ambiguous word "innovative" is engaged by ten.
The first national-parliament objection
On 18 June 2026 the Bulgarian National Assembly's Committee on European Affairs and Oversight of EU Funds adopted a reasoned opinion on subsidiarity, unanimously, by 15 votes. Bulgaria welcomes the objectives and still concludes the proposal complies only partially with subsidiarity and not fully with proportionality.
Its sharpest line is on capital: the zero-capital requirement is "wholly unacceptable", creating risks to creditor protection, money laundering and tax fraud, citing the Financial Action Task Force on low capital thresholds facilitating criminal schemes. It also asks how a 48-hour registration squares with the anti-money-laundering package, calls the BRIS connection deadlines "highly unrealistic" and asks for two years rather than twelve months, warns that the absence of limits on the company's objects will collide with national rules on banking, insurance, pensions and healthcare, and objects that Chapters IX and X reach into national tax, labour and contract law. On Article 12 it calls the absence of any ex ante assessment a "major deficiency".
One absence is worth naming. No tabled amendment raises the minimum capital above zero. The objection Bulgaria's parliament calls wholly unacceptable is, so far, carried by nobody in the committee.
The rapporteur's own design, and a clause-by-clause comparison against the Commission text, is set out in The Parliament's position above. This section covers only what the other members did to it.
Sources read in full: PE790.143v02-00 (draft report, 151 pp), PE791.127 to PE791.131 (JURI amendments 247 to 1664, 856 pp), PE790.022 (EMPL amendments 133 to 339, 116 pp), PE788.967 (EMPL draft opinion, 27 pp), PE790.116 (Bulgarian reasoned opinion, 8 pp), the ECON opinion letter, and COM(2026) 321. Counts, signatories and targets were extracted programmatically from the published texts and spot-checked by hand.
Legislative Timeline
From the Draghi Report to the date of application
September 2024
Draghi Competitiveness Report identifies regulatory fragmentation as key barrier
European Council calls on Commission to propose optional company law regime
Thursday 11 December 2025
JURI committee adopts Repasi's own-initiative legislative report (INL) under Rule 47: 18 for, 4 against, 1 abstention. Legal basis opinion: 22-2-1 in favour of Articles 50 + 114 TFEU (rejecting Article 352 unanimity route)
Wednesday 17 December 2025
Report A10-0269/2025 tabled: "Report with recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies" (procedure 2025/2079(INL)). Parliament proposes name "Societas Europaea Unificata (S.EU)" and EUR 1 minimum capital
February-March 2026
Three MEP meetings with Austrian and German business organisations on EU Inc. disclosed via the EU transparency register
Wednesday 18 March 2026
Commission adopts EU Inc. proposal (COM(2026) 321), procedure 2026/0074(COD). Legal basis: Article 114 TFEU. DG Justice and Consumers (Commissioner Michael McGrath). Commission brands the form "EU Inc." rather than Parliament's "S.EU"; sets minimum capital at EUR 0 (vs EUR 1 proposed by EP)
Thursday 19 - Friday 20 March 2026
European Council discusses competitiveness and the "One Europe, One Market" agenda
Tuesday 31 March 2026
Provisional JURI allocation of the EU Inc. dossier circulates (per euinc.me); the formal OEIL committee referral follows on 18 May 2026
Thursday 23 April 2026
René Repasi (S&D, Germany) confirmed as EP rapporteur for the Commission proposal in JURI (decision taken in the in-camera coordinators' meeting that morning, not in the public session). Continuity from the INL phase (he was also rapporteur for A10-0269/2025). Six shadow rapporteurs confirmed across the full spectrum: Axel Voss (EPP), Pascale Piera (PfE), Mario Mantovani (ECR), Pascal Canfin (Renew), Kira Marie Peter-Hansen (Greens/EFA) and Arash Saeidi (The Left). Source: Euractiv, "René Repasi to helm EU Inc in Parliament"
Monday 4 May 2026
First JURI engagement: a full exchange of views on the EU Inc. proposal. Commissioner Michael McGrath presented the framework; rapporteur René Repasi welcomed it "except for the name" and pressed for stronger guardrails; ECR shadow Mario Mantovani warned that fragmentation on tax and insolvency leaves scale-ups underserved; Renew shadow Pascal Canfin reaffirmed support and pressed on employee stock options. See the "JURI debate" section above for the highlights (transcribed from the EP webstream). Source: EP webstream, 4 May 2026.
Monday 18 May 2026
JURI committee referral announced in plenary (committee dossier JURI/10/05459). Committees for opinion: ECON (Aurore Lalucq, S&D) and EMPL (Johan Danielsson, S&D); BUDG decided not to give an opinion. Status: awaiting committee decision.
Wednesday 3 June 2026
ECON adopts the "28th tax regime" own-initiative report (procedure 2025/2211(INI), rapporteur Ľudovít Ódor, Renew), the tax-module companion to EU Inc. Compromise carried by EPP, S&D, Renew and Greens; ECR and PfE amendments fell. Indicative plenary: 6 July 2026.
Monday 22 June 2026
EMPL tables its draft opinion on EU Inc. (procedure 2026/0074(COD), opinion rapporteur Johan Danielsson, S&D). The document, PE788.967, carries a cover date of 12 June 2026 and runs to 27 pages. Its central move is on Article 12: employee participation should follow the Member State of employment rather than the Member State of the registered office, and applies "if any" such rules exist. A new Article 12(2a) anchors the safeguards to Article 2(k) of Council Directive 2001/86/EC, the European Company participation directive. It also narrows Recital 1 from "innovative companies" to "innovative startups".
Monday 29 June 2026
Rapporteur René Repasi tables the lead JURI draft report (PE790.143, 246 amendments): keeps the Commission's ambition but adds anti-circumvention and social safeguards (place-of-employment participation, sector carve-out, steward ownership, listing restriction, Delaware-style dispute layer).
Wednesday 15 July 2026
JURI considers the draft report with the shadow rapporteurs. Repasi: "a highway for startups needs speed limits and guardrails." EPP (Voss) and Renew (Canfin, read by Žalimas) defend the Commission's broad, open design and resist the sector carve-outs, host-state co-determination and the listing ban; the Greens (Peter-Hansen) back the social safeguards and the listed-company exclusion; the Left (Saeidi) warns of fraud risk with ~200 amendments. Amendments due within days.
Wednesday 15 July 2026
ECON adopts its opinion on EU Inc. by 34 votes to 13, with 9 abstentions and sends it to JURI as a letter under Rule 57(1) (PE788.878v01-00), signed by ECON Chair Aurore Lalucq. Thirty-one suggestions, sixteen of them on a tax module the Commission proposal does not contain: an opt-in or enhanced-cooperation structure to work around unanimity, a single consolidated corporate tax base apportioned by a formula reflecting real economic activity, centralised VAT and withholding procedures, and a mandatory employee stock option scheme taxed at disposal as capital income. Backed by EPP, S&D, Renew and Greens/EFA; opposed by the hard right and The Left simultaneously. ECON-AL-788878
Thursday 18 June 2026
Bulgaria's National Assembly objects on subsidiarity, unanimously. The Committee on European Affairs and Oversight of EU Funds examined COM(2026)0321 at its sitting of 18 June and adopted a reasoned opinion by 15 votes in favour, unanimously (Chair Galin Durev), forwarded to President Metsola on 19 June and circulated in JURI on 24 June as PE790.116. It is the first national-parliament objection to EU Inc. Bulgaria welcomes the objectives but finds the proposal complies only partially with subsidiarity (Article 5(3) TEU) and not fully with proportionality (Article 5(4) TEU). Its specific objections: the zero-capital requirement is "wholly unacceptable" on creditor-protection, money-laundering and tax-fraud grounds, citing the FATF on low capital thresholds; the 48-hour registration deadline needs reconciling with the anti-money-laundering package; the deadlines for connecting national registers to BRIS are "highly unrealistic" and the 12-month period should be at least two years; the absence of limits on the company's objects risks conflict with national rules on banking, insurance, pensions and healthcare; director liability is "unduly onerous" and will make board seats unattractive in startups; the taxation of warrants belongs to Member State competence and to the Council's tax bodies; Chapters IX and X on winding-up and insolvency encroach on national tax, labour and contract law; and SAFE, KISS and EU-ESO carry direct implications for national tax systems with no impact assessment. It singles out Article 12 on employee participation as a "major deficiency" for lacking any ex ante assessment of its effects on national worker-participation models.
1,418 amendments tabled in JURI, across five documents. Amendments 247 to 1664 were tabled to Repasi's draft report on 23 July 2026 and published as PE791.127 (247-426), PE791.128 (427-695), PE791.129 (696-995), PE791.130 (996-1339) and PE791.131 (1340-1664), 856 pages in total. With the rapporteur's own 246, the file now carries 1,664 amendments. When The Left's Arash Saeidi warned in the 15 July committee consideration about the fraud risk of "around 200 amendments", the eventual figure was roughly eight times that.
Monday 7 September 2026
EU Inc. returns to JURI, and it is the busiest amendment surface in the Parliament this week. The JURI agenda for 7 September carries the draft report, a draft opinion, six amendment documents and the Bulgarian reasoned opinion on the same file, twenty documents in all. No press outlet carried this when the amendments were tabled. Source: EP eMeeting committee documents.
Thursday 10 September 2026
EMPL takes the file up again with its own amendments and draft opinion on the agenda, three days after JURI.
Monday 5 October 2026 (forecast)
Indicative plenary sitting date, first reading, per the Legislative Observatory forecast for procedure 2026/0074(COD). Forecast dates shift as committee work progresses.
End 2026
Three-institution commitment (Commission, Parliament, Council) to conclude negotiations by the end of 2026. Aggressive but structurally feasible given the INL-phase consensus already built in JURI
2027
Adoption of implementing acts (templates, forms, BRIS specifications)
2028
Date of application: EU Inc. becomes available across all Member States
What is EU Inc.?
A new optional company form for the entire EU single market
The "28th regime" concept
EU Inc. creates a new, harmonised legal form that exists alongside the 27 national company law systems. Any founder (natural or legal person) can choose to incorporate under this single set of EU-wide rules instead of national company law. The company is registered in a Member State but recognised across all 27 without additional formalities.
The problem
27 systems, one market
Europe creates more startups than the US, but most fail to scale. 27 different corporate law regimes create fragmentation, high cross-border compliance costs, and incentives to relocate outside the EU.
The solution
One set of rules, everywhere
EU Inc. offers a single, fully digital corporate framework covering the entire lifecycle: formation, governance, financing, share transfers, employee stock options, closure, and insolvency.
Unlike Societas Europaea
Open to all, not just large firms
The SE requires EUR 120,000 minimum capital and can only be created from existing cross-border companies. EU Inc. has zero minimum capital and can be formed from scratch by any person.
Political context
Draghi, Letta, Competitiveness Compass
Requested by the European Council (March 2025), following the Draghi Report and Letta Single Market Report. Part of the Savings and Investments Union and the Single Market Strategy.
Chapter I: General Principles
Articles 1-12: foundation of the EU Inc. legal form
Articles 1-2
Subject matter and definitions
Creates the EU Inc. legal form, EU central interface, once-only principle, and 30 key definitions (BRIS, EUID, digital register of shares, convertible instruments, warrants, etc.).
Article 3
Limited liability company
Shareholders not liable for company obligations. Legal personality upon registration. May be formed by natural or legal persons, ex nihilo or through conversions/mergers.
Articles 4-9
Rules, personality, name, articles, office
Governed by this Regulation + articles of association. Gaps filled by national law of registered office. Name must include "EU Inc." Digital, machine-readable articles of association. Office + central admin in the EU.
Articles 10-12
Digital-only, payments, employees
All procedures 100% online. No paper. Payments via cross-border online services. Employee participation rules of registered office MS apply. National employment law unaffected.
Chapter II: Registration and Filing
Articles 13-24: how to create an EU Inc.
Three formation routes
1. Fast-track via EU central interface (Art 16): Using EU templates, registered in 48 hours, max EUR 100. 2. Custom articles via EU central interface (Art 17): 5 working days. 3. Direct with national business register (Art 18): Fully online, same deadlines. All routes use the same harmonised application form (Art 13), with eIDAS electronic identification and automatic data exchange with tax/VAT/social security authorities (Art 20).
Article 13
Harmonised application form
Fully digital, machine-readable. Directors identified via eIDAS. Collects formation data, TIN/VAT/beneficial ownership data. Automatic trade mark check via BRIS-EUIPO interconnection.
Article 14-15
Preventive control and EU central interface
Articles of association verified (administrative, judicial, or notarial). Commission operates the EU central interface via BRIS. Registration decision remains national. Real-time tracking.
Articles 16-18
48 hours, EUR 100 maximum
Fast-track (EU templates): 48 hours, EUR 100. Custom articles: 5 working days. Direct national route: same deadlines. Subsidiaries reuse parent data from BRIS automatically (Art 19).
Articles 20-24
Once-only, conversions, digital filing
Business register auto-shares data with tax, VAT, social security, beneficial ownership. EU Inc. can be created via domestic or cross-border conversion/merger/division (2-year wait). Digital signatures via eIDAS.
Chapter III: Cross-Border Information
Articles 25-35: transparency, certificates, and the once-only principle
Articles 25-27
Public disclosure via registers and BRIS
Comprehensive company info publicly available: name, office, NACE code, articles, directors, accounts, winding-up status. Key documents free of charge. Amendments filed within 5 days.
Article 28
Once-only principle
Public authorities must consult BRIS directly. The EU Inc. never has to resubmit information already in the business register, except where fraud/abuse is suspected.
Articles 30-31
EU Company Certificate and power of attorney
Multilingual certificate accepted in all 27 MS as proof of incorporation. Digital EU power of attorney in all EU languages. Both compatible with European Business Wallets.
Articles 32-35
No legalisation, AI translation, central register
Exempt from apostille/legalisation. AI translation agents accepted (MS-approved). Commission develops central digital register. All BRIS content searchable in all EU languages.
Chapter IV: Cross-Border Branches
Articles 36-41: open branches across the EU effortlessly
EU Inc. companies can open branches in any other Member State. Registration via EU central interface (same 48-hour deadline, EUR 100 cap) or directly with the national business register. The branch auto-retrieves parent company data from BRIS, eliminating duplicate submissions. Once-only data exchange with tax, VAT, and social security authorities. Cross-border conversions, divisions, and mergers follow Directive 2017/1132.
One or more natural persons. At least one EU-resident director. Board manages the company. General meeting appoints/dismisses. Directors' duties: good faith, reasonable care. Safe harbour for honest business decisions.
Articles 45-46
Conflicts of interest and related parties
Directors must disclose conflicts and abstain unless authorised. Related party transactions may require approval per articles of association. Single-member company: contracts with sole member in writing.
Articles 47-49
Online meetings, written resolutions, majorities
Meetings fully online or hybrid. MS cannot restrict this. Written resolutions via electronic means. Quorum: simple majority present. Decisions: simple majority. Article amendments: two-thirds.
Articles 50-52
Amendments, class rights, shareholder exit
Articles amended by two-thirds vote. Class rights changes need class approval. Oppressed shareholders can petition court for buyout at fair value.
Chapter VI: Shares and Share Transfers
Articles 53-60: dematerialised shares, digital transfers, public markets
Articles 53-54
Digital register of shares
All shares dematerialised in a digital register (may use distributed ledger technology). No bearer shares. Register tracks: shareholder identity, share class, encumbrances, transfer history. Digital share certificates issued automatically.
Articles 55-57
Share classes and voting rights
Default: equal rights. Articles may create multiple classes with different rights (preferences, multiple voting, veto, governance). One share = one vote (default). Non-voting shares excluded from quorum.
Articles 58-59
Fully digital transfers, no notary
Shares freely transferable. Transfers fully online via qualified electronic signatures (eIDAS) or Business Wallet. No notarial deed required. Company reviews in 3 working days. Effective upon digital register entry.
Article 60
Access to public markets
MS cannot prohibit EU Inc. from SME growth markets / multilateral trading facilities. MS may also allow admission to regulated markets via national legislation.
Chapter VII: Financing
Articles 61-77: capital, shares, distributions, and modern funding instruments
Zero minimum capital, maximum flexibility
EU Inc. has no minimum capital requirement and no mandatory legal reserves. Shares are non-par value by default. Consideration for shares can be cash or in-kind (except work/services). Modern instruments like SAFEs and KISS notes are expressly enabled. Creditor protection through balance sheet and solvency tests instead of minimum capital.
Articles 61-63
Non-par shares, EUR 0 capital
Default: non-par value shares (no nominal value, no fraction of capital). Optional par value. Cannot mix. No minimum capital. No legal reserves. Capital in EUR or national currency.
Articles 64-67
Consideration, in-kind, share issuance
Shares issued against capital contribution or non-capital consideration (or both). In-kind contributions need expert report (waivable). First shares in articles; new shares fully online, no notary.
Articles 68-69
SAFEs, KISS, convertibles, pre-emptive rights
Convertible instruments (SAFE, KISS) and warrants expressly enabled. Board may be authorised to issue. 14-day pre-emptive right period. No pre-emptive rights on convertible instrument shares.
Articles 70-77
Capital changes, distributions, own shares, redeemable
Distributions only if balance sheet test (assets > liabilities + capital) AND solvency test (12 months). Directors personally liable. Own shares from distributable funds only. Redeemable shares with 24-month vesting.
Chapter VIII: EU Employee Stock Options
Articles 78-79: the EU-ESO plan with harmonised deferred taxation
One stock option plan, 27 countries, one tax moment
The EU-ESO is a harmonised employee stock option plan that solves the biggest pain point for cross-border startups: stock options taxed differently in every Member State. Under EU-ESO, no tax at grant, no tax at vesting, no tax at exercise. Tax arises only when shares are sold. The taxable amount is the difference between sale price and acquisition cost. Member States determine the rate, but must treat EU-ESO no less favourably than national schemes.
EU-ESO key rules
Eligible: Board members and employees of the company + subsidiaries
Not eligible: Persons holding more than 25% of voting rights
Vesting: Minimum 24 months
Non-transferable: Warrants cannot be sold
Exercise: Consideration paid in cash, fully paid upon issue
No pre-emptive rights: Existing shareholders have no pre-emptive rights on EU-ESO shares
Satisfaction: Board issues new shares or transfers treasury shares
Chapter IX: Closure of Solvent Companies
Articles 80-87: fast-track liquidation in approximately 3 months
Fast-track liquidation
Solvent EU Inc. companies can close through a fast-track procedure if they have: ceased economic activity, no assets (or distributed), no liabilities (or creditor consent), no pending proceedings.
Process: File dissolution + removal application simultaneously (all online). Directors sign declaration with qualified e-signatures. Creditors have 30 days to oppose. Tax authority has 30 days for clearance (silence = deemed clearance). After deadlines: removal from register.
Safeguards: Directors personally and jointly liable for false declarations. Books kept 6 years. Creditors retain rights against directors after removal.
Chapter X: Simplified Insolvency
Articles 88-102: faster, cheaper winding-up for innovative startups
For EU Inc. innovative startups only
This chapter applies exclusively to EU Inc. companies that qualify as innovative startups (as defined in the Commission Recommendation). The simplified procedure must be concluded within 6 months (extendable once). No lawyer required. Standard form for filing. Digital-only communication. Assets sold via electronic auction platforms interconnected across the EU via the European e-Justice Portal.
Chapter XI: Anti-Discrimination
Article 103: prohibited national requirements
What Member States CANNOT do
Deny public support (grants, subsidies) to EU Inc. companies based on where their headquarters are located
Impose authorisation requirements based on the location of the registered office
Require a local representative or physical presence for an EU Inc. from another Member State
Deny the use of payment accounts opened in another Member State
Chapter XII: Final Provisions
Articles 104-109: data protection, accounting, penalties, review
Data protection: Subject to GDPR and Regulation 2018/1725.
Accounting: National law of registered office applies.
Penalties: Member States must provide effective sanctions for non-compliance (failing to file, false declarations).
Review: Commission evaluates 5 years after application. EUR 100 cap reviewed every 5 years (inflation-adjusted).
Entry into force: 20 days after OJ publication. Applies 12 months later.
EP own-initiative report (INL, 17 Dec 2025):A10-0269/2025 by rapporteur René Repasi (JURI), procedure 2025/2079(INL)
EP rapporteur:René Repasi (S&D, Germany): JURI + ECON
EP shadow rapporteurs (confirmed):Axel Voss (EPP, Germany) · Arash Saeidi (The Left/GUE-NGL, France)
Independent tracking:euinc.me/en (community resource, not affiliated with the Commission; tracks OEIL + Council + JURI progress, offers founder-facing assessment)
External analysis: Jacques Delors Centre, "One Europe, One Market" (April 2026, v3), endorses rapid approval with central digital register and worker-participation safeguards
