EU INC.: what it is, and when you can actually use it
Status as of 24 October 2026. General information, not legal or tax advice.
You may have read that Europe is getting its own answer to the Delaware C-Corp. It is called EU INC., it is not law yet, and nobody can register one today. Here is what is actually on the table, what is still being fought over, and what it means for founders who need to decide something this year.
What EU INC. is
EU INC. is a proposed optional company form for the whole European Union, also called the "28th regime" because it would sit next to the 27 national company laws. The European Commission published the proposal on 18 March 2026 as a regulation, which means it would apply directly in every member state without national implementing laws. A founder would still be able to choose a national form such as a GmbH or UG (haftungsbeschränkt). EU INC. is an additional option, not a replacement.
What the proposal promises
Formation is fully digital. The proposal describes online incorporation with model articles of association, in about 48 hours for a fee of no more than €100. Registration would run through a central EU interface built on the Business Registers Interconnection System (BRIS), and each company would carry a European Unique Identifier (EUID).
No minimum capital. The share capital could even be €0 for the lifetime of the company. Shares would have no fixed nominal value.
No notary for share transfers. Member states could not require that transfers of EU INC. shares go through a notary, which is how GmbH shares work in Germany today.
Startup-friendly instruments. The proposal explicitly enables Simple Agreements for Future Equity (SAFEs) and creates a harmonised employee stock option plan (EU-ESO) where tax is deferred until the shares are sold, with a minimum vesting period of 24 months.
Board. At least one director who is a natural person, and at least one director resident in the EU.
What stays national. Employee co-determination remains a matter of national law. Much of the legal substrate underneath stays national too, so the label is harmonised more than the whole legal system is.
Where the process stands
The Council of the EU, which represents the member states, adopted its negotiating position on 23 October 2026. It supports the main goals but simplifies the framework, streamlines the digital and stock option provisions and adds checks at every stage of an EU INC.'s existence to protect against abuse. It also asks for more time: the Commission proposed 12 months to prepare after the regulation enters into force, and the Council wants 21.
The European Parliament is behind. Its Legal Affairs Committee (JURI) has postponed its vote more than once, because the political groups disagree on employee participation. The Social Democrats and the Greens treat it as a red line. The vote is now reported for 5 November 2026. After both sides have positions, they negotiate a final text in trilogue talks with the Commission.
One reported change: the simplified winding-up procedure for insolvent startups, part of the original proposal, has reportedly been dropped from the compromise texts, so national insolvency rules would apply.
When could you use it?
The political goal is agreement by the end of 2026, but that is a target, not a guarantee. Even with agreement, the regulation would only apply after the preparation period of 12 to 21 months, and the registries and the central interface need to be built first. Realistically the first EU INC. companies will not be formed before 2028, and 2029 is plausible.
What is still open
The biggest question for Germany is how a founder's identity and the legality of formation are checked. The German Notaries' Association (Deutscher Notarverein) has warned that digital self-declaration without robust identity checks and legal advice could open doors to money laundering and tax evasion. The Council's added checks suggest this will not stay as light as the first draft. Other open points are the details of the stock option tax treatment, how foreign founders will be treated, and how co-determination will work once a company operates in several countries.
If you need a company now
A company you need this year has to be a national form. In Germany that means a GmbH or a UG (haftungsbeschränkt), formed with a notary, and nobody can yet say when EU INC. will be available. Which form suits your situation is a question for a lawyer or tax advisor who knows it.
If you want to open a company now, Delegro runs the formation process for you. You complete the steps online, and the notary carries out the formation and checks identities. Start your company formation with Delegro.
Sources: Council of the EU, press release of 23 October 2026; eunews, "Businesses: Council grants Member States more powers and more time for the 28th regime", 23 October 2026; Agence Europe, 15 October 2026, on the Parliament rapporteurs' disagreement; Schoenherr, practical analysis of Commission proposal COM(2026) 322; Notaires Pargade, "The 28th Company Law Regime: EU Inc."; Deutscher Notarverein, statement of 4 May 2026; Impatria, "EU Inc., the 28th regime", October 2026.