COM(2026) 321

EN EN

EUROPEAN COMMISSION

Brussels, 18.3.2026

COM(2026) 321 final

2026/0074 (COD)

Proposal for a

REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.'

{SEC(2026) 321 final} - {SWD(2026) 321} - {SWD(2026) 322} - {COM(2026) 320} -

{C(2026) 1800}

(Text with EEA relevance)

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EXPLANATORY MEMORANDUM

1. CONTEXT OF THE PROPOSAL

• Reasons for and objectives of the proposal

In the current political and economic circumstances, the EU needs to focus on regaining

competitiveness, closing the innovation gap with other major economies and increasing

productivity to drive its economic growth, as strongly called for by the Draghi Report on

competitiveness1. While the European Union is regarded as one of the most attractive regions

for companies due to its single market of over 450 million people, robust infrastructure and

public support for innovation, the EU is lagging behind its major competitors.

Companies and in particular startups and scaleups are at the heart of this drive for growth.

They strongly contribute to the EU’s economic prosperity and competitiveness through their

business activities and investments across the EU. Start-ups and scale-ups are known for their

agility, risk-taking nature and focus on scalability, and play an increasingly important role in

driving innovation and economic growth. They continue to shape the business landscape,

increase competition and provide a major source of job creation. However, to be able to do

this, companies and in particular startups and scaleups need a predictable legal framework

that is conducive to growth and adapted to face the new economic challenges in an

increasingly digital world. To this end, the corporate rules provide the backbone of the legal

framework necessary for an enabling business environment and to attract investment.

However, one of the overarching problems that companies still face in the EU is the

fragmentation of rules, including corporate rules, across Member States and the resulting

obstacles for companies across the single market.

In this context, the Letta report on the future of the Single Market highlighted the urgent need

to remove the structural barriers preventing startups and scaleups from expanding across

borders and called for a ‘Simplified European Company’. Similarly, the Draghi Report

underlined the differences in laws and regulations across Member States, which limit

companies’ ability to seamlessly operate across the EU single market and called for the

adoption of a new EU-wide legal statute for innovative startups (‘Innovative European

Company’). The business, and in particular startup community, have also strongly stressed the

need to urgently address this fragmentation to encourage founders to set up companies in the

EU, help EU companies thrive and grow, and create conditions that can attract investment to

EU companies.

In response, the Commission Communication ‘A Competitiveness Compass for the EU’

announced a 28th regime as part of a comprehensive set of actions to enhance the

competitiveness of the European economy. More specifically, the Commission

Communications ‘Savings and Investments Union A Strategy to Foster Citizens’ Wealth and

Economic Competitiveness in the EU’, ‘The Single Market: our European home market in an

uncertain world. A Strategy for making the Single Market simple, seamless and strong’ and

‘The EU Startup and Scaleup Strategy; Choose Europe to start and scale’, respectively, set

out a list of measures related to mobilising private investment, accessing finance, further

developing the single market a reality and boosting the prospects of startups and scaleups in

the EU, and underlined the important role that a 28th regime can play in those contexts. The

two latter Communications further announced that the 28th regime would include an EU

corporate legal framework based on digital-by-default solutions. The 28th regime proposal

was also announced in the 2026 Commission Communication ‘Work Programme.

1 The Draghi report on EU competitiveness, September 2024.

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The urgency to improve business conditions in the EU was also stressed by the European

Council, which called on the Commission in 2025 to propose, “in line with the respective

competences under the Treaties, without delay an optional 28th company law regime allowing

innovative companies to scale up”. In parallel, the European Parliament’s own-initiative

legislative report “On the 28th regime: a new legal framework for innovative companies”

called for a 28th regime that should mainly concern company law rules and introduce a new

corporate form into national laws, with simplified company formation and registration. It also

stressed the need for measures to facilitate employee stock ownership, mechanisms to ensure

more efficient dispute resolution and strong safeguards to protect employee participation

rights.

This proposal aims to respond to these calls by addressing the fragmentation of national

regulatory frameworks and the resulting obstacles for companies across the single market. It

presents a corporate legal framework including a harmonised company legal form to be

introduced in the national order of each Member State. Moreover, it harmonises a wide range

of corporate rules to address the challenges modern businesses are facing throughout the

whole company lifecycle in the single market, including setting up, the subsequent operation

of companies and liquidation and insolvency procedures. In addition, it proposes harmonised

rules to enable companies to attract private investment through common fast, digital and cost-

effective procedures, which would make it easier for high-growth companies to scale up in the

single market and enable both the EU and third country investors to invest in companies.

The overall objectives of this proposal are to provide better conditions for starting a business

and better opportunities for growth and scaling up in the EU, and to encourage more

investment into EU companies, particularly in their early and growth stages. With these

improved conditions and opportunities, the proposal aims to strengthen the competitiveness of

EU companies and the EU economy and to improve the functioning of the single market.

To achieve this, the proposal will provide in particular:

• a common corporate legal framework for companies in the EU,

• simple and efficient corporate rules and procedures throughout their lifecycle, and

• an enabling framework to invest.

• Consistency with existing policy provisions in the policy area

This proposal sets out a harmonised corporate legal framework for EU Inc. companies

including a new harmonised company legal form to be introduced in the national legal orders

of all Member States. It is complementary and coherent with the existing EU company law

acquis and it makes use of the digital tools and systems and substantive rules in Codified

Directive (EU) 2017/11322.

The proposal fully relies on the use of the Business Register Interconnection System (BRIS),

which is based on legal obligations set out by Directive (EU) 2017/1132 and Commission

Implementing Regulation (EU) 2021/10423, without fundamentally altering its functioning or

2 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to

certain aspects of company law (OJ L 169, 30.6.2017, p. 46), ELI:

http://data.europa.eu/eli/dir/2017/1132/oj 3 Commission Implementing Regulation (EU) 2021/1042 of 18 June 2021 laying down rules for the

application of Directive (EU) 2017/1132 of the European Parliament and of the Council as regards

technical specifications and procedures for the system of interconnection of registers and repealing

Commission Implementing Regulation (EU) 2020/2244 (OJ L 225, 25.6.2021, p.7) ELI:

http://data.europa.eu/eli/dec/2021/1142/oj

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infrastructure. Similarly to other limited liability companies, EU Inc. companies will be

required to file mandatory company information and business registers will make this

information publicly available. Such requirements are adapted to reflect the harmonised

features of the EU Inc. and that information about EU Inc. companies will also be available at

EU level, through BRIS at the E-Justice portal, through multilingual labels. Digital exchanges

about EU Inc. companies between business registers - to apply the once-only principle - will

also take place through BRIS, as is currently the case for other limited liability companies. EU

Inc. companies will also have a European Unique Identifier (EUID). The proposal

furthermore ensures that EU Inc. companies will benefit from reduced formalities, such as no

need for an apostille on company documents, while proposing additional simplification

measures. In case an EU Inc. company is created through or carries out a cross-border

conversion, merger or division, the existing EU rules on cross-border mergers, conversions

and divisions will apply as for other EU limited liability companies.

Many other rules in this proposal build on digital procedures with business registers, while

introducing new harmonised solutions and fully digital procedures in other areas which are

essential for the growth of EU Inc. companies, notably in procedures relevant for attracting

investment.

Regarding the insolvency of an EU Inc. that is an innovative startup, the proposal

complements the approximation of substantive insolvency laws achieved by [PO: Reference

to Directive (EU) 2026/XXX of the European Parliament and of the Council of XXX 2026

harmonising certain aspects of insolvency law], in particular by providing for a simplified

winding up procedure and a framework for electronic auction of assets within such procedure.

It does not affect the rules on determination of international jurisdiction, applicable law and

recognition of judgements in insolvency matters, laid down in Regulation (EU) 2015/8484.

The proposal is also without prejudice to the application Directive (EU) 2019/10235 on

preventive restructuring frameworks, on discharge of debt and disqualifications, and on

measures to increase the efficiency of procedures concerning restructuring, insolvency and

discharge of debt, as transposed into the laws of the Member States; the 2019 Directive’s

measures will thus fully apply to the EU Inc.

The exchange of information on EU Inc. companies between business registers and authorities

in charge of issuing the tax identification number (TIN) and the VAT identification number is

coherent with the objectives of EU legislation on administrative cooperation in the field of

taxation and with anti-money laundering legislation. It will ensure that the company

information in the business registers, verified during mandatory preventive controls, can be

automatically used to issue the TIN and the VAT identification number. In addition, the

transfer of company information from the business register to the beneficial ownership

register in the context of the EU Inc. company’s registration will ensure that the company

information in the beneficial ownership register corresponds to the up-to-date and verified

company information in the business registers and will therefore contribute to the pursuit of

the objectives of the EU Anti-Money Laundering (AML) legislation and in particular the

4 Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on

insolvency proceedings (recast) (OJ L 141, 5.6.2015, p. 19–72), ELI:

http://data.europa.eu/eli/reg/2015/848/oj 5 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on

preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to

increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and

amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019,

pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj

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AML Directive (EU) 2024/16406 and the AML Regulation (EU) 2024/16247, given that the

accuracy of data included in the beneficial ownership registers is of fundamental importance.

This would also be in line with the upcoming interconnection between BRIS and the

Beneficial Ownership Registers Interconnection System (BORIS), following the Upgrading

digital company law Directive (EU) 2025/258.

• Consistency with other Union policies

The proposal follows and is coherent with the objectives of the Competitiveness Compass to

make it possible for innovative companies to benefit from a single, harmonised set of EU-

wide rules wherever they invest and operate in the Single Market, and directly responds to the

announcement of an EU corporate legal framework in the Single Market and the Start-up and

scale-up Strategies.

With its measures to create an enabling framework to invest, this proposal is also closely

linked with the Commission initiatives under the Savings and Investments Union. In this

respect, several initiatives aiming to improve European businesses’ access to funding have

been published in 2025, e.g. the Market Integration Package adopted in December 2025, and

further ones announced for 2026, including an EU venture and growth capital funds reform

and measures to support exits by investors in private companies.

The digitalisation of company law procedures for EU Inc. companies not only builds on the

existing EU company law tools as explained above but is also complementary to the other

existing (or currently developed) digital tools at EU level. The new digital procedures under

the proposal rely on the use of electronic identification means, including the European Digital

Identity Wallets, and trust services, set out in Regulation (EU) No 910/20149 (eIDAS),

amended by Regulation (EU) 2024/118310, establishing the European Digital Identity

Framework including the European Digital Identity Wallet (EUDIW). This follows the

already existing complementarity, whereby the EU company law relies on the European

Digital Identity Framework for the identification of company founders, directors and investors

and ensures the possibility to use the EUDIW for online EU company law procedures.

There is also complementarity between this proposal and the recent Commission proposal for

a Regulation on the establishment of European Business Wallets which builds on, and

extends, the European Digital Identity framework11, and aims to support companies in

6 Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the

mechanisms to be put in place by Member States for the prevention of the use of the financial system

for the purposes of money laundering or terrorist financing, amending Directive(EU) 2019/1937, and

amending and repealing Directive (EU) 2015/849 (OJ L, 2024/1640, 19.6.2024),

ELI: http://data.europa.eu/eli/dir/2024/1640/oj

7 Regulation (EU) 2024/1624 of the European Parliament and of the Council of 31 May 2024 on the

prevention of the use of the financial system for the purposes of money laundering or terrorist financing

(OJ L, 2024/1624, 19.6.2024), ELI: http://data.europa.eu/eli/reg/2024/1624/oj

8 Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending

Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of

digital tools and processes in company law (OJ L, 2025/25, 10.1.2025),

ELI: http://data.europa.eu/eli/dir/2025/25/oj 9 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on

electronic identification and trust services for electronic transactions in the internal market and

repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73),

ELI: http://data.europa.eu/eli/reg/2014/910/oj 10 Regulation (EU) 2024/1183 of the European Parliament and of the Council of 11 April 2024 amending

Regulation (EU) No 910/2014 as regards establishing the European Digital Identity Framework (OJ L,

2024/1183, 30.4.2024), ELI: http://data.europa.eu/eli/reg/2024/1183/oj 11 COM(2025) 838 final.

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business-to-business and business-to-government communications. The EU Inc., as any other

company, once formed and registered in the business register, may choose to purchase the

European Business Wallet to securely authenticate, store and share documents. This builds on

the coherence between the European Business Wallet proposal and the EU company law in

general, whereby the Business Wallet will use the EUID, the unique company identifier under

EU company law, to uniquely identify companies, allowing to link the European Business

Wallets with the official, up to date and trustworthy company information in business

registers. In addition, this proposal makes the digital tools such EU Company Certificate and

digital EU power of attorney compatible with the European Business Wallets and enables the

EU Inc. which has the Business Wallet to use it in compliance with this proposal.

The proposal is also complementary to other EU initiatives that aim to facilitate cross-border

information or procedures, such as the Single Digital Gateway Regulation12. While the Single

Digital Gateway (SDG) provides for general rules to facilitate online access to information,

administrative procedures and assistance services across the EU and covers a wide range of

administrative procedures defined in the Regulation, this proposal covers specific company

law and insolvency procedures, which are explicitly excluded from the scope of the SDG for

all companies, and therefore, also for EU Inc. companies. At the same time, EU Inc.

companies, as other companies, will be able to make use of the procedures which are under

the scope of the SDG. The links to information about the EU Inc. legal form and procedures

provided by this Regulation, available on national registration websites would be also

available through the Your Europe portal under the SDG.

The proposal is also complementary to Directive (EU) 2019/102413 on open data and the re-

use of public sector information. While the Open Data Directive covers the reuse of public

sector information by third parties for commercial or non-commercial purposes, this proposal

focuses instead on the needs of direct users such as companies, other stakeholders and public

authorities to access and use reliable and up-to-date official company data directly from

national business registers.

While the primary purpose of this proposal is to strengthen the competitiveness of companies

established in the EU, the design of the EU Inc. regime can also support the gradual

integration of candidate countries and potential candidates in the future, subject to bilateral

agreements to ensure alignment with the acquis and compliance with conditions and

safeguards.

2. LEGAL BASIS, SUBSIDIARITY AND PROPORTIONALITY

• Legal basis

The proposal is based on Article 114 TFEU, which empowers the European Parliament and

the Council to adopt measures for the approximation of the provisions laid down by law,

regulation or administrative action in Member States which have as their object the

establishment and functioning of the internal market.

12 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018

establishing a single digital gateway to provide access to information, to procedures and to assistance

and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p.

1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj 13 Directive (EU) 2019/1024 of the European Parliament and of the Council of 20 June 2019 on open data

and the re-use of public sector information (recast) (OJ L 172, 26.6.2019, pp. 56–83),

ELI: http://data.europa.eu/eli/dir/2019/1024/oj

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According to the Court of Justice of the European Union, the use of Article 114 TFEU

requires that an act approximates national law, instead of leaving unchanged the different

national laws. It must genuinely have as its object to improve the conditions for the

establishment and functioning of the internal market. It must contribute to the elimination of

obstacles to the exercise of fundamental freedoms, or to the removal of distortions of

competition. Furthermore, the Court of Justice has recognised that the expression ‘measures

for the approximation’ in Article 114 TFEU was intended by the authors of the Treaty to

confer on the Union legislature discretion as regards the harmonisation technique

most appropriate for achieving the desired result, depending on the general context and the

specific circumstances of the matter to be harmonised.14

The present proposal approximates in several regards national laws governing the activities of

EU businesses throughout their lifecycle. It aims at improving the functioning of the internal

market by creating an efficient corporate legal framework for companies and investors. It

provides the backbone of a regulatory environment that enables businesses to attract

investment and grow. In that context, the proposal introduces a harmonised legal form, “EU

Inc.”, to be provided in the national order of each Member State and governed by harmonised

rules which founders and companies may opt to use. It harmonises the core features, by

drawing on Member States’ laws, that are needed to effectively address the challenges

modern businesses are facing. By providing such harmonised features, it addresses the

increasing fragmentation of laws on limited liability companies, which is reflected in a rise of

new national legal forms that diverge significantly in their characteristics while pursuing the

same objective of making rules and procedures more flexible and promoting startups, scaleups

and other small and medium-sized businesses. The proposal also harmonises some key

aspects of liquidation and insolvency procedures.

Furthermore, the proposal aims to address the fragmentation of national regulatory

approaches to the cross-border use and acceptance of EU Inc. information in business

registers as well as of notarial or administrative acts and to abolish administrative barriers to

the use of such information (e.g. apostille) in cross-border situations, including administrative

or court procedures, by building on measures such as the harmonised EU Company

Certificate and the digital EU power of attorney. To further enhance cross-border use of data

related to EU Inc. companies and further reduce burdens on those companies, the proposal

also contains a general duty for administrative and judicial authorities to consult information

on EU Inc. companies publicly available at EU level, in particular through the business

registers interconnection system, in the context of cross-border procedures.

In addition, the proposal aims to facilitate the free movement of capital by harmonising

divergent rules and procedures affecting investments in companies, including with respect to

shares and share transfers. The proposal aims to remove key barriers stemming from

divergent corporate law that constrain companies in their efforts to attract investors, in

particular those from other Member States and third countries. By addressing the complexity

and fragmentation of rules that deter investors such as third-country venture capitalists and

cross-border angel investors, the proposal aligns with the objectives of the Savings and

Investments Union.

Finally, the proposal sets out harmonised rules aiming at rendering more effective and

efficient the administrative cooperation between business registers, and between business

registers and other authorities, to underpin and support the harmonised and digital corporate

procedures and to make them operable in a cross-border setting.

14 C-66/04, United Kingdom v. Parliament and Council (Smoke flavourings), para. 45.

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The proposal also touches upon certain issues of taxation (concerning, in particular, EU-

ESOs) and employee participation. Those provisions are not intended to harmonise the fields

of taxation or employee rights, but are merely a means to achieve the main objective of the

act.

• Subsidiarity (for non-exclusive competence)

The proposal aims to address the problems faced by companies due to divergent national

corporate rules and procedures. Therefore, a coordinated action at EU level is required to

introduce a common corporate framework with a harmonised company legal form and an EU

brand, which founders and companies may opt to use. Similarly, a co-ordinated action at EU

level is needed to ensure that all Member States have common rules and procedures in place

for the setting up and legal operations of companies under this corporate framework and those

are compatible and work in cross-border situations. A coherent, harmonised legal framework

for a simplified company legal form aiming in particular to serve the needs of startups and

scaleups, attracting and retaining talent and investments can be achieved exclusively at EU

level.

There is also strong value added of EU action as this proposal aims to build on BRIS, which is

already operational at EU level. Furthermore, only EU action can ensure that the “once-only”

principle will be applied in all Member States and, therefore, that incorporation of EU Inc.

companies will be not only fast but also fully digital and recognised by all national authorities

and business registers

In addition, co-ordinated action is needed to provide an investor-friendly environment

including legal certainty on exit options, particularly in cross-border situations. Furthermore,

harmonised rules are necessary to introduce employee stock option plans that work in cross-

border situations, which are essential for EU Inc. companies to attract and retain talent. While

Member States acting individually could create national legal forms, they could not introduce

European-wide common rules, mechanisms and procedures that would be compatible and

coherent enough to work in cross-border situations. A coherent, harmonised legal framework

for a simplified company legal form aiming in particular to serve the needs of startups and

scaleups, attracting and retaining talent and investments can be achieved exclusively at EU

level.

In view of the foregoing considerations, there is a strong added value of action at EU level in

the context of this proposal because it focuses on boosting competitiveness and providing the

necessary legal certainty by establishing a common legal framework. Bilateral or multilateral

cooperation between Member States would not be able to address the fragmentation of the

single market and could, on the contrary, result in further fragmentation. Founders would

continue to face challenges when setting up and running companies in the EU, startups and

scaleups would still be unable to take full advantage of the scale of the single market, and

some businesses would risk moving to third countries with more attractive conditions for

growth.

• Proportionality

In conformity with the principle of proportionality, this proposal does not go beyond what is

necessary to achieve its objectives. It is targeted as it addresses areas which stakeholders, in

particular companies and founders, raised as problematic in the consultation activities. In

addition, the proposal focuses on providing a harmonised corporate legal framework across

the EU, which needs to be addressed at EU level and could not be achieved through Member

State action alone.

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The proposal does not develop new systems for the purpose of the EU Inc. corporate legal

framework but makes use of the existing digital tools and systems developed in accordance

with the Codified Directive (EU) 2017/1132 and in particular, relies on the BRIS system for

making information about EU Inc. companies publicly available and for “once-only” digital

exchanges of information about EU Inc. companies between business registers, as is the case

for other EU limited liability companies under the EU company law acquis. It also relies on

the European Digital Identity Framework, including the European Digital Identity Wallet

established by the eIDAS Regulation, for e-identification and trust services for the corporate

procedures set out in the corporate legal framework, as well as ensures compatibility with the

proposed European Business Wallet.

As explained in the impact assessment, the chosen package of measures put forward in this

proposal can address the problems and obstacles identified in the most comprehensive,

effective and efficient way. It does so in particular by providing for a harmonised legal form

(EU Inc.) with a recognisable brand, open to natural and legal persons and with a number of

ways of creating it, as well as by harmonising the procedures relevant for different parts of the

life cycle of 28th regime companies, including setting up, attracting and retaining talent

through employee stock option plans, governance and capital maintenance regime including

no minimum capital requirement, attracting investment to be able to scaleup, and closure (see

section 6 of the impact assessment). The multi-criteria analysis carried out in the impact

assessment, which took into account the effectiveness, efficiency, coherence and

proportionality of all policy options, showed that all chosen measures had a net positive

benefit and that the preferred measures ranked the highest (see section 7 of the impact

assessment and Annex 4 on analytical methods). The estimated costs of this proposal are

proportionate to the objectives and overall, a strong benefit is expected for companies, in

particular for startups and scaleups, as set out in the impact assessment (see section 8).

• Choice of the instrument

The present proposal takes the form of a Regulation, which is considered the most appropriate

legal instrument to achieve the envisaged high degree of approximation of laws.

The present proposal provides for a multi-pronged and coordinated framework aiming at

facilitating the lifecycle of companies in the Union. It aims to improve the functioning of the

internal market as a whole, rather than regulating stricto sensu the taking-up and pursuit of a

particular activity throughout the Union.

The direct applicability of a Regulation will reduce regulatory complexity and offer greater

legal certainty for EU Inc. companies and their investors across the Union, thereby

contributing to the functioning of the single market. In view of the issues to be addressed and

given the economic, social and political context, a regulation is more suitable than a directive

to ensure a consistent and appropriate legal environment throughout the EU and reduce

regulatory divergences that would hamper the growth of companies in the internal market. It

will allow for a quick and direct application of the harmonised EU rules, thus addressing the

identified problems faster. That will avoid, by comparison to a directive, a lengthy

transposition process, prevent potential divergences or distortions during the transposition

process, and avoid “gold-plating”.

3. RESULTS OF EX-POST EVALUATIONS, STAKEHOLDER

CONSULTATIONS AND IMPACT ASSESSMENTS

• Ex-post evaluations/fitness checks of existing legislation

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This proposal does not revise the existing legislation but puts forward a new corporate legal

framework. Therefore, no evaluation of the existing rules was necessary.

• Stakeholder consultations

The evidence for this initiative, including about problems and obstacles faced by companies

and founders, in particular startups and scaleups, was gathered through wide-ranging

consultation activities. In addition, the European Parliament resolution “On the 28th regime: a

new legal framework for innovative companies” adopted on 20 January 202615, and the

exchanges with the European Parliament in the context of the development of that own-

initiative legislative report, provided an important contribution in the preparation of this

proposal. Exchanges also took place with the Economic and Social Committee, in particular

in the context of the study focusing on the 28th regime16.

The public consultation and a call for evidence were both carried out in 2025. The public

consultation received significant feedback, with 1467 replies submitted by companies,

founders, investors, business associations, EU citizens, public authorities, legal professionals,

academic/research institutions, nongovernmental organisations as well as trade unions. 80%

of responses were submitted by EU citizens (who were mostly founders and investors) and

companies, and 96% of the company responses came from SMEs. In addition, 113 position

papers were submitted as part of the consultation. The call for evidence received 879 replies17.

Overall, stakeholders confirmed the identified problems and broadly supported action at EU

level. Companies, founders and investors strongly supported a common corporate legal

framework which would include digital and more efficient procedures to set up and invest in

companies, and measures to make it easier to attract and retain employees through employee

stock options. There was also agreement across stakeholders in favour of a broad scope for

the framework, in particular for not limiting it to a sub-set of companies such as startups or

innovative companies. Legal practitioners stressed the need for legal advice when establishing

a company and emphasised the importance of preventive checks in company formation

procedures, whereas trade unions strongly stressed the importance of respecting workers’

rights.

Two online workshops were organised with startup and scaleup companies and investors in

2025, to discuss corporate law barriers, both related to setting up, running or closing down a

company and to attracting investment or investing in a company in the EU, costs of such

barriers, and impacts/benefits that could be expected from measures set out in the public

consultation on the 28th regime. Information was also gathered through numerous bilateral

meetings and targeted interviews with key stakeholders in the area of company law, including

EU and national level organisations representing companies, legal professionals including

notaries, trade unions, representatives of the startup community and individual companies.

Numerous bilateral meetings also took place with representatives of national authorities,

mainly Ministries in charge of company law issues. The Danish Presidency also organised an

exchange of views on the 28th regime during the September 2025 meeting of the Council

Working Party on company law.

All these meetings brought valuable insights into the problems currently faced by companies

and other stakeholders, and about issues of importance in the context of company law

15 European Parliament resolution of 20 January 2026 with recommendations to the Commission on the

28th Regime: a new legal framework for innovative companies (2025/2079(INL). 16 European Economic and Social Committee, Establishing the 28th Regime: A Unified Legal Framework

to Support Growth and Business. 17 Have your say website.

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procedures to different groups of stakeholders. The companies and investors provided

concrete examples from their experience on administrative burdens, costs and time needed for

different company law procedures and shared views on what improvements could facilitate

setting up and operating companies and attracting investment to companies in the EU.

Discussions with industry, Member States, the European Parliament’s Legal Affairs

Committee and the relevant EU level stakeholder associations, including those representing

different businesses, trade unions and legal professionals, also took place during 2025 in the

framework of the High-level Forum on Justice for Growth18 launched by Commissioner

McGrath. The 28th regime corporate legal framework was discussed at all meetings, with

particular focus on the problems faced by companies, digital solutions, the legal approach and

measures to attract investment. During these discussions, there was overall agreement that

there was a need to improve the business environment for companies, and overall support for

the 28th regime. At the same time, trade unions strongly stressed the importance of protecting

workers’ rights, in particular as regards employee participation in boards, and called for first

amending the European Company (SE) Regulation. Many participants stressed the importance

of the optional character of the 28th regime. Several participants, in particular representing

Member States and some business associations, were sceptical about addressing issues

beyond corporate law, such as tax, labour or insolvency, and preferred to focus on corporate

law. Several underlined that while the fragmentation of the company law was indeed a

problem, many difficulties were outside the company law area. The importance of not

allowing 28th regime companies to circumvent rules on employee participation in boards of

companies was also raised. There was general agreement among participants, including

Member States, business associations and legal professionals, in favour of a broad scope for

the corporate framework, i.e. not limited to a sub-set of companies such as start-ups or

innovative companies, due to difficulties to establish an appropriate definition, administrative

burden to demonstrate compliance and complications when companies no longer meet the

definition.

On digitalisation, many participants of the High-level Forum stressed the progress already

made in EU company law and the importance of taking the 2019 and 2025 digitalisation

directives into account, and of using BRIS and EUID. Overall, participants were in favour of

(optional) templates, multilingual or bilingual rather than in English only. A few Member

States and notaries emphasised the importance of the preventive checks in the company

formation procedures, including the involvement of notaries.

As to measures to attract investment, overall business associations stressed the important role

of the 28th regime in addressing the current fragmentated environment for investments. As

regards the applicable capital regime, a majority of Member States were in favour of

abolishing or reducing the minimum capital requirement to a symbolic amount, and most

stressed the need for alternative creditor safeguards. A few Member States thought that the

minimum capital should not be entirely abolished or should not be merely symbolic. Business

associations overall considered minimum capital as an obstacle and supported a zero/symbolic

or low amount while trade unions cautioned against circumvention of workers’ rights and

proliferation of empty shell companies. Most Member States were open to discuss not

applying the par value principle, allowing companies to freely determine the value of shares,

with some noting that should par value be removed, safeguards for creditors would be needed,

and some others saying that the abolition of par value was not necessary. Several Member

States expressed interest in the potential of innovative financing instruments to facilitate

early-stage financing, while some questioned whether legislative action was needed given that

18 High-Level Forum on Justice for Growth.

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companies already used such instruments at national level. On the capital structure, a broad

majority of Member States expressed preference for a share-based model. Member States and

other participants supported a flexible approach allowing for free transferability of shares as a

default rule. A couple of Member States highlighted the importance of legal certainty and the

role of notaries and/or business registers. On access to financial markets, while Member

States and other participants underlined the need to allow companies to grow within the 28th

regime legal framework, views were mixed on allowing access to public markets without

changing the company legal form.

• Collection and use of expertise

Discussions with the Commission Informal Company law Expert Group (ICLEG) consisting

of 16 company law academics and practitioners from 12 Member States and EFTA countries

in 2025 also provided an important contribution into the preparation of this proposal19. During

the discussions, it was argued that the future proposal should not be restricted to certain types

of companies and that one should not try to define those. The need for a consistent framework

that allows for national variations while providing uniformity was emphasised. The need to

simplify procedures was also stressed during discussions, including the possibility of one EU

access point and standardised templates for formation. The need for flexibility and digital

tools as regards governance of companies were also mentioned. There was broad agreement

that it was important to address measures relevant for attracting investment, including making

private contractual instruments easier to use, looking at classes of shares and authorised

capital. The need for both simplicity and flexibility was underlined.

• Impact assessment

The impact assessment for this proposal was examined by the Regulatory Scrutiny Board on

11 February 2026. A positive opinion was received on 13 February20, and the

recommendations from the Board were duly addressed in the final version of the impact

assessment.

The impact assessment analysed policy options under seven main areas. The policy options

assessed to provide a harmonised company legal form for entrepreneurs differed in terms

of scope: whether only the company legal form for a 28th regime company would be

harmonised or also its branches, who could set up such a 28th regime company and how. The

preferred option was to introduce a new harmonised legal form for a 28th regime company

with an EU brand, to be set up by natural and legal persons, or through domestic conversions

and cross-border conversions, divisions and mergers, and with harmonised rules for branches

of 28th regime companies. The policy options considered to make registration of startups

quicker and simpler were all based on the development of an EU central interface through

BRIS for the registration a 28th regime company in the respective national business registers

and varied in terms of level of procedural harmonisation. The preferred option was to create

an EU central interface based on BRIS for registration of 28th regime companies with

harmonised bilingual templates, with a deadline (48 hours) and a cost ceiling of EUR 100 for

registration including the preventive administrative, judicial or notarial control when the

standardised template is used by founders as natural persons.

The options considered to ensure once-only submission of information in the context of

registration differed in terms of authorities involved as well as a possibility to obtain

identification numbers as part of the registration process. The preferred option was to ensure,

19 Register of Commission Expert Groups and Other Similar Entities: Informal Expert Group on Company

Law and Corporate Governance (E03036). 20 SEC (2026) 321.

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in the context of registration, that the company information is transferred from the business

register to the authority in charge of issuing the TIN and the VAT identification number,

social security authority and beneficial ownership register without the 28th regime company

needing to submit it again (“once-only principle”), and that the company obtains the TIN and

the VAT identification number. The options considered to facilitate closure (liquidation) of

the company covered both the liquidation outside of insolvency and insolvency related

closure and provided for different degree of simplification of procedures, including through

digital tools. The preferred option was to ensure that filings by the liquidator for closure

(outside insolvency) are transferred from business register to other authorities (“once-only

principle”); provide for online filing of claims from creditors; a simplified liquidation

procedure for solvent companies without assets and debts; and simplified insolvency

procedures thanks to their full digitalisation.

The options considered to attract and retain talent provided different degree of

harmonisation, including as regards tax measures. The preferred option was to allow 28th

regime companies to set up employee stock ownership plans, issue classes of shares with

distinct voting rights and introduce an optional common EU-ESO scheme for 28th regime

companies, with harmonised timing for the taxation of employee stock options under the EU-

ESO. The options considered to provide a flexible governance and capital regime for

founders and investors covered measures to provide flexible governance system and digital

procedures throughout the operational phase and different approaches as regards a capital

regime. The preferred option was to create a flexible governance system; provide simple and

fully digital procedures to increase capital and issue shares; enable the use of modern early-

stage financing instruments like SAFEs; and introduce EUR 0 or 1 minimum capital but no

paid-in share capital for incorporation with harmonised creditor safeguards. Finally, the policy

options considered to facilitate exit options focused on simplifying the transfer of shares – to

different degrees – and on enabling access to public equity markets for 28th regime

companies. The preferred option was to ensure that transfers of shares of 28th regime

companies can be carried out fully digitally, without involvement of intermediaries, and with

a possibility for Member States to allow access to public equity markets to 28th regime

companies.

The package of preferred measures consisted of chosen measures under each of the seven

main areas described above. They are complementary and allow for a comprehensive

approach covering a whole company lifecycle, from setting up to closure and including

attracting investment and providing for a possibility to offer employee stock options. The

package of preferred measures is expected to reduce fragmentation by providing companies,

in particular startups and scaleups, with a single, consistent corporate legal framework

applicable across Member States, and an easily recognisable EU brand is expected to bring

increased transparency and strengthen trust in 28th regime companies among stakeholders

dealing with companies, including other companies a business partners but also creditors,

shareholders and consumers.

The package is expected to strongly reduce the administrative burdens for companies taking

on the legal form of a 28th regime company at each step of their lifecycle, benefiting in

particular startups and scaleups, as it responds in many of its features to their needs, and

companies active across the EU. Companies would benefit from simpler and more efficient

registration procedures with the “once-only principle” for submitting information and the

subsequent exchange of information between authorities, no need to pay in minimum share

capital at incorporation, a common EU-ESO scheme for employee stock ownership with a

harmonised timing of taxation, as well as from measures to simplify and digitalise closure

procedures for those 28th regime companies which will need to be liquidated. The savings are

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estimated at between EUR 328 million and EUR 440 million for the estimated 308 000 28th

regime companies over a period of 10 years. 28th regime companies would also benefit from

digital tools for corporate law procedures, including allowing for online shareholder and

board of director meetings. At the same time, only limited one-off adjustment costs would be

expected for companies, in particular for those already existing companies which would

convert into 28th regime companies and therefore, would need to adapt internal processes to

use digital procedures.

The package of preferred measures is also expected to strongly improve the investment

environment. Investors, including venture capitalist and other early-stage investors, investing

in 28th regime companies would benefit from administrative burden reduction, including due

to reduced time and less costs linked to due diligence about legal requirements, in-person

formalities for share transfers and mandatory involvement of notaries and other

intermediaries, with the estimated saving of EUR 1 780 – EUR 2 850 for a growth-stage

secondary share transfer transaction of EUR 500 000. Similarly, there would be cost and

burden reductions both for investors and companies thanks to fully digital procedures for

capital increases and share issuances, with savings estimated to amount to around EUR 1 100

per financing round. Investors would also profit from improved exit options in Member States

allowing 28th regime companies to access public equity markets without a legal conversion.

Employees investing in 28th regime companies through the EU-ESO would benefit from a

simple, stock-option based scheme and from a favourable timing of taxation that avoids dry

tax charges on employee stock options.

Public authorities, including business registers, are expected to benefit from efficiency gains

stemming from digital procedures and the “once-only” transmission of company information.

Common rules and a recognisable EU brand might also increase the transparency and trust for

public authorities, in particular when dealing with 28th regime companies coming from other

Member States. Due to the need to adapt national IT systems to the EU central interface for

registration of 28th regime companies, one-off costs, estimated at EUR 2.7 million are

expected for all Member States. Member States would be able to build on the technology

already developed to interconnect national business registers to BRIS. There are likely to be

extra costs for some Member States to connect authorities in charge of preventive control to

business registers, estimated at around EUR 50 000 per each of those Member States. The

automatic transmission of company information between business registers and other

authorities would also entail limited one-off IT costs, given the digital developments already

ongoing in national administrations. The cost ceiling of EUR 100 to complete the registration

(with a standardised template) would entail reduced revenue for business registers and other

authorities involved in the registration, including preventive control. It is expected that this

will be at least partially offset by increased economic activity and tax contributions from new

companies created under the 28th regime legal form.

In the context of insolvency proceedings, some costs could be expected for development and

maintenance of platforms for electronic auctions systems estimated to amount to between

EUR 500 000 to EUR 700 000 for all Member States. The harmonised timing of taxation of

employee stock options under the EU-ESO would derive negative liquidity effects for

Member States where income from employee stock options is currently taxed at an earlier

stage, but the effect is expected to be moderate and of a temporary nature, until taxes become

due.

Similarly, intermediaries such as notaries, who are involved in corporate procedures in a

number of Member States, would benefit in terms of increased legal certainty from the

harmonised corporate framework and increased efficiency from more efficient and digitalised

procedures. At the same time, there might be overall some one-off adjustment costs to adapt

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intermediaries’ existing workflows and IT tools to digitalised and simplified procedures for

28th regime companies. The cost ceiling of EUR 100 for registration would entail reduced

revenue for intermediaries, and in particular notaries, in Member States where they are

involved in those procedures, and similarly, the removal of mandatory intermediary

involvement for share transfers would lead to revenue losses for them in those Member States

where intermediaries are involved in share transfers.

• Regulatory fitness and simplification

This proposal has an important dimension in terms of reducing administrative burden and

simplification, including through digitalisation and application of the “once-only principle”.

In particular, as described above, the proposal is expected to considerably reduce the burdens

faced by companies that choose to operate under the 28th regime throughout their lifecycle,

including through simpler and more efficient registration procedures with the application of

once-only principle and no need to pay in minimum share capital at incorporation, the

introduction of a common EU-ESO scheme for employee stock options with a harmonised

timing of taxation, and measures to simplify and digitalise closure procedures for 28th regime

companies. It would also simplify the operational phase by introducing digital tools for

corporate law procedures and allowing for online shareholder and board of director meetings.

The proposal would also strongly improve the investment environment for 28th regime

companies and investors by reducing administrative burden thanks to, among others, digital

procedures and simplifications of capital operations, including capital increases and share

transfers estimated to amount to EUR 1 780 – EUR 2 850 for a share transfer transaction and

around EUR 1 100 per financing round.

As most of the newly formed 28th regime companies are likely to be set up by natural persons

and be SMEs, the estimated overall administrative burden reduction of between EUR 328

million to EUR 440 million over a period of 10 years would mostly benefit this group of

enterprises. In addition, some existing SMEs could also choose to become 28th regime

companies and some others would benefit indirectly, e.g. as business partners or

subcontractors. The initiative will also in particular benefit start-ups and scale-ups as it

responds in many of its features to their needs.

By harmonising and strengthening the regulatory framework for companies in the single

market, the proposal would make the EU a more attractive location for innovative and

growth-oriented companies and therefore, contribute to the EU’s competitiveness. It would

provide common rules throughout the EU Single Market and the 28th regime company would

be recognised in all Member States, which would offer a strong advantage as compared to

other jurisdictions. The possibility for an affordable and fast incorporation of 28th regime

companies would encourage European founders to set up their companies in the EU and the

proposal would also enhance the EU’s attractiveness as a place to scale and exit companies,

and to attract and retain employees, as a viable alternative to non-EU jurisdictions. More

efficient approaches to closure of solvent and insolvent companies should also have a positive

impact on competitiveness as they should reduce the costs of closure, currently considered

higher in the EU as compared to other jurisdictions.

This proposal puts forward a digital-by-default corporate legal framework with “digital-only”

rules and processes applicable throughout the company lifecycle of EU Inc. companies,

without paper-based alternatives. In particular, it provides for fully online registration of EU

Inc. companies, through an EU central interface to be created through BRIS, with digital

templates; digital tools important for EU Inc. company’s operations, including a possibility

for online shareholder and board of director meetings; and fully digital procedures to create an

enabling framework to invest, including for increases of capital, issuing shares and share

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transfers. The proposal also introduces a “once-only” submission of information followed by

the digital transmission of company information from business registers to other relevant

authorities, e.g. authorities in charge of issuing the TIN and the VAT identification number,

social security authorities and beneficial ownership registers in the context of registration of

EU Inc. companies, which will allow for efficient and more secure corporate processes and

contribute to tackling possible abuses by ensuring that those authorities use the same verified

company information from business registers. Moreover, the proposal introduces an overall

duty for public authorities to consult EU Inc. information publicly available at EU level, in

particular through BRIS in cross-border procedures. Digitalisation is also an important

element of procedures for closure of companies, both in case of a liquidation of solvent EU

Inc. companies and as regards insolvency proceedings.

This approach responds to needs of companies, and in particular digital-native startups and

scaleups, whereby an overwhelming majority of stakeholders during the consultation

activities confirmed their preference for digital only processes. At the same time, the proposal

leaves flexibility to companies to opt for other approaches, e.g. for hybrid meetings of

shareholders and boards of directors, according to their needs.

• Fundamental rights

By simplifying the regulatory framework and reducing fragmentation through the introduction

a harmonised set of corporate rules, this proposal will facilitate the implementation of Article

15(2) of the EU Charter of Fundamental Rights and will have a positive impact on the

freedom to conduct business set out in Article 16 of the Charter. The proposal will require

certain processing that will interfere with the right to protection of personal life as laid down

in Article 7 and right to personal data protection as laid down in Article 8 of the EU Charter

of Fundamental Rights. Most notably, the proposal will require the public disclosure of and

cross-border access to certain information in relation to EU Inc. companies in national

business registers and through BRIS. Moreover, similar data is already made publicly

available for existing limited liability companies in Member States and through BRIS.

Furthermore, the EU central interface for registration of and filing by EU Inc. companies will

collect company related data and forward it to the national business register without

permanently storing it at EU level. As it is also currently the case, the Commission and the

Member States will be required to ensure the protection of personal data in line with Article 8

of the Charter and the EU law on data protection including the relevant case-law. Similarly,

the authorities in charge of issuing the TIN and the VAT identification number, social security

authorities, other relevant authorities and beneficial ownership registers will also be required

to ensure the protection of personal data received in the context of registration of an EU Inc.

company or its cross-border branch in accordance with Article 8 of the Charter and the EU

law on data protection including the relevant case-law. Finally, given that the proposal

requires EU Inc. companies to establish a digital share register, it will facilitate the

compliance with the Charter and the EU data protection rules by requiring that the articles of

association include core elements of data protection related to such a share register.

4. BUDGETARY IMPLICATIONS

The proposal is expected to have budgetary impact for Member States, which was estimated

in the impact assessment for this proposal and is described in the section above about the

impact assessment.

As regards the impact on the EU budget, this proposal enlarges the scope of the BRIS system,

including new exchanges of information between business registers and the establishment of

an EU central interface, for the formation of EU Inc. companies and for them to file

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documents and information during their lifecycle, which will be further developed towards a

central digital register for EU Inc. companies.

This will require the further development of existing technical specifications and standards for

BRIS, further hardware allocation and software development work on the IT system and

coordination of the activities undertaken by national authorities to put the required IT

developments into place at national level.

To carry out these tasks, it will be necessary to increase the current resources in the

Commission working on BRIS in terms of financial and human resources. The funds currently

provided for regular maintenance of the BRIS system will need to be increased through the

next financial cycle for the further development of BRIS by the Commission, including the

establishment of the EU central interface based on BRIS, the further development into a

central digital register and the extended exchange of information between business registers

(including studies, preparation work, development and testing, as well as new hardware

allocation).

5. OTHER ELEMENTS

• Implementation plans and monitoring, evaluation and reporting arrangements

The Commission will provide guidance as necessary (through close cooperation with national

company law experts in the CLEG, bilateral advice) to support Member States in efficiently

implementing the EU Inc. corporate legal framework in practice across the EU. The

Commission will also closely cooperate with Member States as regards the further

development of BRIS required for this proposal.

The Commission will monitor the application of this proposal to assess if it is meeting its

objectives. Among others, monitoring will include analysing the take up of the EU Inc. new

legal form, how the EU Inc. companies were formed and how many were created through the

EU central interface and with harmonised templates. The impacts of measures regarding

different stages of the EU Inc. companies’ lifecycle will also be analysed, such as for instance

the use of online general meetings in EU Inc. companies, share of EU Inc. companies

implementing the EU-ESO, successful investment rounds of EU Inc. companies or the use of

simplified solvent liquidation procedures. The relevant information would be gathered, among

others, through data in BRIS and in business registers, from national authorities involved in

the procedures under the EU Inc. corporate legal framework, through targeted contacts with

relevant stakeholders, and targeted surveys or studies if necessary.

The Commission will also evaluate the effectiveness, efficiency, coherence and EU added

value of this proposal no sooner than five years after its entry into force to allow the necessary

period for its implementation and evidence collection in Member States.

• Detailed explanation of the specific provisions of the proposal

Chapter I: General provisions.

This first chapter defines the subject matter of the proposal as well as the main features of the

harmonised limited liability company (EU Inc.), which rules are laid down in this proposal. It

also lists the main definitions.

EU Inc. companies are limited liability companies that can be formed by one or more natural

or legal persons, from scratch or through domestic or cross-border conversions, mergers or

divisions. Those companies acquire a legal personality by virtue of registration in the business

register of the Member State where they have their registered office and they are recognised

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by every Member State. Founders are free to choose where to incorporate the company within

the Union.

EU Inc. is governed by this Regulation, by its articles of association and for other matters, by

national law, including the provisions implementing Union law, which applies to relevant

national legal forms in the Member State in which the EU Inc. has its registered office.

The Regulation requires an EU Inc. to have a distinct and clear name, followed by the

mention “EU Inc.” and the same principles apply to names of the EU Inc. branches.

The Regulation sets out the requirements for articles of association of an EU Inc., including

the minimum content laid down in the Annex. The articles of association need to be machine-

readable and store information in structured data. They need to be drawn up in the official

language or languages of the Member State of the registration and in a language customary in

the sphere of international business and finance. The articles of association can be either

standardised or tailor-made.

The EU templates are standard (model) articles of association, and when they are used as part

of the formation procedure, any national requirement to have the company articles of

association drawn up and certified in due legal form is deemed to be fulfilled.

An EU Inc. must have its registered office in a Member State and is required to also have its

central administration or principal place of business in the Union.

The Regulation provides a principle of digital only procedures for EU Inc. companies,

whereby they are entitled to carry out all procedures within the scope of the Regulation fully

online. A physical presence can be requested by a public authority only in exceptional and

duly justified circumstances for a legitimate objective, such as to prevent identity misuse or

ensure compliance with the rules on legal capacity. The communications between the EU Inc.

company and its shareholders including subscribers and purchasers of shares should in

principle be also carried out fully online.

All company law procedures applying to an EU Inc. during its life cycle, including payments

needed for these procedures, are designed to be carried out fully online, without requiring

physical presence, except in exceptional and justified circumstances.

The EU Inc. is subject to the employee participation rules applicable in the Member State in

which it has its registered office. Where it is created through a cross-border conversion,

division or merger or carries out such operation, it is subject to the procedures, including

safeguards with respect to employee participation, set out in Directive (EU) 2017/1132.

Chapter II: EU central interface, formation and filing.

This chapter covers the procedure for formation of an EU Inc. company, either through an

online EU central interface, based on BRIS, allowing for a “fast-track” formation procedure

within 48 hours and with a maximum cost of EUR 100, or through a fully online formation

with the national business register. In both cases, an application form has to be submitted.

Standardised articles of association are mandatory for the “fast-track” formation procedure. In

other cases, standardised or tailor-made articles of association can be used. The identification

of founders, and their signature shall be in accordance with the eIDAS Regulation. The rules

include preventive control and a provision that a director who is disqualified in one of the

Member States cannot become a director of an EU Inc.

The EU templates, the application form and relevant detailed, step-by-step guidance for the

formation and filing by an EU Inc. will be available on the EU central interface in all Union

languages. The EU central interface will also provide automatic cross-checks with existing

names of companies registered in national business registers and with trademarks, through a

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connection between BRIS and the IT tools developed by the European Union Intellectual

Property Office (EUIPO) central database for registered trade marks).

An EU Inc. subsidiary in another Member State can also be formed through the EU central

interface or fully online with a national business register. The company that is forming the EU

Inc. subsidiary shall not be requested to provide any documents or information that are

available in BRIS. Instead, the business register registering the subsidiary shall automatically

retrieve from BRIS, and on the basis of the EUID, the information and documents about the

company forming the subsidiary.

The information about the EU Inc., including the EUID, as well as the specific data for the

purposes of issuing the tax identification number (TIN) and the VAT identification number

and for the beneficial ownership register submitted as part of the application form shall be

digitally exchanged by the business register of the registration, with the authorities in charge

of issuing the TIN and the VAT identification numbers, social security authorities and the

beneficial ownership register in the Member State of registration. EU Inc. companies shall

obtain the TIN and VAT identification numbers as part of the electronic exchange without

being requested to submit a separate application to those authorities or provide additional

information unless for the purpose of issuing the VAT identification number additional

information cannot be retrieved elsewhere and is strictly necessary.

Chapter III: Accessibility and cross-border use of EU Inc. information.

The Regulation harmonises which key information and documents related to an EU Inc., as

well as changes to those, need to be made publicly available by the business register in which

the EU Inc. is registered. The Regulation distinguishes between documents and information to

be filed by EU Inc. founders or directors such as, for example, the name and the legal form,

the registered office or the articles of association; those to be filed by competent courts and

other relevant public authorities, including for instance any declaration of nullity; and those

which are allocated by the business register, such as e.g. EUID or status of the EU Inc.

company. The Regulation also sets out which documents and information should be made

available at Union level through BRIS, and which of those, free of charge.

The Regulation provides for fully online filing of information and documents either through

the EU central interface or directly to national business registers. It also sets out deadlines for

filing by EU Inc. companies to ensure that the information and documents stored in business

registers are up to date. The deadlines vary depending on the type of documents to be filed

and the way of filing; in case of amendments within the EU template structure filed through

the EU central interface the deadlines and cost limit of the fast-track registration procedure

would apply.

To enhance cross-border use of EU Inc. data, the Regulation sets out an overall once-only

principle whereby an EU Inc. should not need to resubmit its information in administrative

and judicial procedures where the responsible authorities can consult this specific information

through BRIS or in the relevant business register.

The EU Inc. companies need to disclose their identity through their official business

communications and electronic presence, and the Regulation lists the most relevant

information required in that context. This chapter also provides for the development of a

central digital register.

Similarly to other EU limited liability companies, EU Inc. companies will be able to use an

EU Company Certificate, issued and certified by business registers and including essential

company information about the EU Inc., and a digital EU power of attorney as a means to

authorise a person to represent the EU Inc. in specific cross-border procedures. The

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Regulation provides for compatibility of these tools with EU Digital Identity Wallets and the

forthcoming Business Wallets. The Regulation also exempts certified copies of documents

and information related to EU Inc. obtained from business registers from legalisation or

similar formalities, including apostille. Similarly, the Regulation also exempts notarial acts or

administrative documents and for documents and information exchanged through BRIS, such

as pre-operation certificates from legalisation or similar formalities, including apostille. At the

same time, it provides safeguards, also available for other EU limited liability companies, in

case authorities in another Member State have a reasonable doubt as to the origin or

authenticity of the presented document or information. It also limits requirements for

translations of copies or extracts of documents related to EU Inc., in particular certified ones.

This Regulation also sets out provisions relevant to BRIS and lists the issues to be addressed

in the future implementing act to this Regulation.

Chapter IV: Cross-border branches.

EU Inc. companies are free to open branches in other Member States than the Member State

where the EU Inc. is registered, through the EU central interface or fully online with the

national business register with an application form, which should be fully digital and collect

information as structured data. The business register registering the branch, following the

once-only principle, needs to automatically retrieve through BRIS and on the basis of the

EUID the information about the EU Inc. company, without the EU Inc. needing to submit that

information for the purpose of the branch registration again.

Following the same principle as for the registration of EU Inc. companies, the information

about the EU Inc. and the branch received as part of the application form, and other relevant

information available in that business register and through BRIS, such as the EUID, should be

electronically exchanged by that business register with the authorities in charge of issuing the

TIN and VAT identification numbers, social security authorities and the beneficial ownership

register. The branch of the EU Inc. shall obtain the TIN and the VAT identification number as

part of this electronic exchange. Neither the EU Inc. nor its branch should be required to

submit a separate application to those authorities or provide additional information, unless for

the purpose of issuing the VAT identification number additional information cannot be

retrieved elsewhere and is strictly necessary.

Chapter V: Organisation.

The organisation and the conditions under which the EU Inc. company is managed are

governed by the articles of association. The EU Inc. company is managed by a board of

directors, which can be composed of one or several directors. At least one of them must be a

Union resident. Directors are appointed by the general meeting, which may also give them

binding instructions.

Directors are in charge of representing the company. They are subject to a set of duties,

including the duty to act in the best interests of the company and in accordance with the

articles of association. They are also liable to the company for any breach of duty that causes

loss or damage to the company. Where directors take business decisions in good faith and

with reasonable care, they are protected from liability by the business judgment rule.

Likewise, directors cannot be held liable by the company where they act upon a lawful

resolution of the general meeting.

Directors in an EU Inc. company must generally inform the company of a conflict of interest

and refrain from taking part in decisions on matters in which they have such conflict. The

articles of association may subject transactions between the company and directors or other

related parties to specific disclosure and approval requirements.

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General meetings, meetings of the board of directors and voting procedures may be organised

and held fully or partly online. As regards decisions of the shareholders, a simple majority is

generally sufficient for their adoption. As regards amendments to the articles of association

and decisions affecting class rights, the Regulation provides for specific majority or approval

requirements.

To protect minority shareholders from severe cases of unfair prejudice, the Regulation grants

shareholders the right to apply to the court for their withdrawal from the EU Inc. company.

Chapter VI: Digital register, shares and share transfers.

This chapter addresses the way shares of an EU Inc. company, which are always

dematerialised, are digitally registered by the company and transferred. The digital register of

shares should include all relevant information about the shares of the EU Inc. and information

on any change in their ownership. On the basis of this data, the company is able to provide a

digital certificate to each shareholder. The registration of shares has constitutive effect and

enables shareholders to exercise their rights.

The rights and obligations attached to a share are equal for all shares unless the articles of

association provide otherwise. The articles of association can establish multiple classes of

shares with different rights and obligations attached to the shares of each class. In particular,

the articles of association may provide for shares with multiple voting rights or no voting

rights.

The Regulation provides for free transferability of shares of an EU Inc. company unless the

articles of association provide for restrictions, such as pre-emptive rights of existing

shareholders or the requirement to seek the approval of the company before a transfer is

made. A transfer can be executed fully online, through electronically signed agreements, an

electronic notification to the company and the registration of the change of ownership in the

digital register of shares.

EU Inc. companies, where they meet all applicable requirements under the Union and national

laws, may seek admission to trading of their shares on multilateral trading facilities such as

SME Growth Markets and Member States may also allow them to seek admission to trading

of their shares on a regulated market where all applicable requirements are met.

Chapter VII: Financing.

The provisions of this chapter establish a flexible financing framework for the EU Inc.

Shares of an EU Inc. company have no nominal value unless the articles of association

provide otherwise. They accordingly do not represent a fraction of the company’s capital. An

EU Inc. company is also not required to have a minimum amount of capital, and conventional

capital maintenance rules only apply to the extent the company chooses to build up capital.

However, all distributions are subject to a balance sheet test and a solvency test which ensure

that the company remains viable and able to satisfy claims of creditors. Both tests are also

required for acquisitions of own shares by the company and for the redemption of shares.

Where the shares of the EU Inc. have no nominal value, the appropriate consideration for a

share can be freely determined in a share issuance and it can also be freely determined if a

contribution to capital has to be made or not. In addition, the Regulation does not restrict the

type of consideration that can be provided for a share, allowing inter alia for in-kind

considerations in the form of undertakings to perform work and services.

The subscription of the first shares is declared in the articles of association of the company,

and new shares can be issued upon decisions of the general meeting, which may also

authorise the board of directors or another company body to decide on a share issuance. In

EN 21 EN

addition, the general meeting can decide or authorise another company body to decide on the

issuance of instruments entitling to new shares such as convertible instruments and warrants.

Existing shareholders generally have pre-emptive rights on new shares issued against cash

consideration and on instruments entitling to new shares, which enable them to maintain their

stake in the company.

While EU Inc. companies are not required to have minimum capital, the Regulation provides

the EU Inc. with the possibility to increase its capital amount at any time, either through a

share issuance against consideration in the form of a capital contribution or by converting

reserves to capital. Capital reductions require a modified balance sheet test, a solvency test

and a report by an independent expert.

Chapter VIII: EU employee stock option plan.

This chapter gives EU Inc. companies the opportunity to establish an EU employee stock

option plan (EU-ESO) under which they issue warrants to eligible persons, such as employees

and members of the board of the EU Inc. company and its subsidiaries. At the end of a

mandatory waiting period, decided by the general meeting when establishing the plan, the

holders of such warrants can exercise their rights to acquire shares in the EU Inc. company.

Taxation of any income derived from warrants under the EU-ESO is deferred to the time

when the shares obtained by exercising the warrants are disposed of.

Chapter IX: Closure of solvent EU Inc. companies.

This chapter sets out provisions, including digital procedures, in relation to dissolution and

liquidation. It provides for fully online filing for dissolution by a solvent EU Inc. company to

the business register and obliges the business register to instantly update the status of the

company. As regards the nullity of an EU Inc. company resulting in liquidation, the

Regulation sets out an exclusive list of grounds for nullity to be pronounced by a court.

The Regulation sets out once-only submission of data for the purpose of liquidation, whereby

the business register of registration of EU Inc. would transmit the relevant information to the

competent national authorities, who could not request the company to provide it separately.

The Regulation also provides for digital filing to the business register and for digital

communication between the creditors and the EU Inc. company or the liquidator.

When an EU Inc. company has ceased its economic activity and has no assets, no debts or

when its creditors have given their consent, and where there are no pending judicial or

administrative proceedings, the Regulation provides for a possibility of a fast-track liquidation

procedure. In such case, short deadlines apply but creditors can still object to the fast-track

procedure and tax administrations can oppose to it. Within approximately 3 months, the

liquidation can be completed by the removal of the company from the register. The books and

records are still kept for six years following the removal by an appointed person and directors

are jointly and severally liable for claims still under consideration after submission or were

not yet submitted during the fast-track procedure.

Chapter X: Winding-up of insolvent companies.

This chapter contains rules on simplified winding-up proceedings for EU Inc. companies that

are innovative startups. National insolvency frameworks are not always fit to treat insolvent

EU Inc. companies that are innovative startups properly and proportionately. The objective of

the proposal is, therefore, to ensure that EU Inc. companies that are innovative startups are

wound up in an orderly manner, using a swift and cost-effective proceeding. The main aim of

the provisions in this chapter is to simplify the procedure and lower the associated

EN 22 EN

administrative costs. In principle, the debtor should remain in possession of the business’

assets and affairs throughout the simplified winding up proceedings.

Member States should enable the use of electronic means of communication for all

communications between the competent authority and, where relevant, the insolvency

practitioner, and the parties to the simplified winding up proceedings. Simplified winding up

proceedings may be started at the request of the debtor or at the request of a creditor. To

simplify the filing procedure, a standard form will be created under an implementing act of

the Commission. During the simplified winding up proceedings, the debtor should have

access to a stay of individual enforcement actions.

The lodging and admission of claims by creditors in a simplified winding-up proceeding

assumes that the majority of claims are lodged on the basis of a written statement submitted

by the debtor. In addition to the claims included in that statement, creditors may lodge further

claims. To simplify the admission procedure, claims listed in the statement of the debtor are

considered as admitted, unless the creditor specifically objects to them. After the

establishment of the insolvency estate, the competent authority decides if it proceeds with the

realisation of the assets, or it immediately closes the simplified winding-up proceedings

because the value of the assets make the realisation unreasonable.

Another cost-mitigating factor is the possibility for the court to proceed with the realisation of

the assets through an electronic auction system, which each Member State should set up as

part of their simplified proceedings at least for EU Inc. companies that are innovative startups.

The assets of the debtor should be realised through an electronic public auction, unless the

competent authority deems that the use of other means to sell the assets is more appropriate in

light of the nature of the assets or the circumstances of the proceedings.

The Regulation requires Member States to establish and operate one or more electronic

auction platforms for the realisation of the assets of the insolvency estate in insolvency

proceedings of at least EU Inc. companies that are innovative startups. Following the example

of other EU projects interconnecting decentralised electronic registers, e.g. BRIS and the

Insolvency Registers’ Interconnection (IRI), the Commission is required to establish a system

interconnecting the national electronic auction systems via the European e-Justice Portal,

which should serve as a central electronic access point. The added value of such a system of

interconnection is the accessibility of all auctions through a single platform which is available

in all official languages of the EU. The technical specifications of that interconnection system

will be determined by way of implementing act(s).

Chapter XI: List of prohibited requirements.

This chapter sets out a list of prohibited requirements to ensure that Member States treat in

law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms

as regards comparable aspects, unless it can be demonstrated that the differential treatment is

justified by an objective justification and proportionate.

EN 23 EN

2026/0074 (COD)

Proposal for a

REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.'

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the Functioning of the European Union, and in particular

Article 114 thereof,

Having regard to the proposal from the European Commission,

After transmission of the draft legislative act to the national parliaments,

Having regard to the opinion of the European Economic and Social Committee21,

Acting in accordance with the ordinary legislative procedure,

Whereas:

(1) The Commission Communication of 29 January 2025 entitled ‘A Competitiveness

Compass for the EU’22 proposed a 28th regime to make it possible for innovative

companies to benefit from a single, harmonised set of rules wherever they invest and

operate in the internal market. The Commission Communications of 21 May 2025

entitled ‘The Single Market: our European home market in an uncertain world. A

Strategy for making the Single Market simple, seamless and strong’23 and of 28 May

2025 entitled ‘The EU Startup and Scaleup Strategy Choose Europe to start and

scale’24 further announced that the 28th regime would include an EU corporate legal

framework based on digital-by-default solutions.

(2) The European Council called on the Commission, in March and October 2025, to

propose in line with the respective competences under the Treaties without delay an

optional 28th company law regime allowing innovative companies to scale up. The

European Parliament resolution “The 28th regime: a new legal framework for

innovative companies” of 20 January 2026 called for an ambitious proposal focusing

on company law rules and introducing a new corporate form into national laws for

limited liability companies not listed on the stock market, while also, among others

stressing the need for measures to facilitate employee stock ownership, ensure more

efficient dispute resolution and provide strong safeguards to protect employee

participation rights.

(3) The 27 national legal systems with distinct rules, procedures and national legal forms

for limited liability companies create a fragmented and complicated corporate

21 OJ C , , p. . 22 Competitive Compass, January 2025 23 Single Market Communication, May 2025 24 EU Startup and Scaleup Strategy Communication, May 2025

EN 24 EN

landscape in the Union, resulting in legal uncertainty and costs for founders,

companies as well as Union and third country investors. Therefore, in order to boost

the Union competitiveness, it is necessary to simplify the regulatory framework and

reduce fragmentation through the approximation of laws, in particular by introducing

a harmonised set of corporate rules, including a new harmonised national legal form

covering the lifecycle of a company including liquidation and insolvency.

Harmonised rules are also needed to enable companies to attract private investment

through common fast, digital and cost-effective rules and procedures, which would

make it easier for high-growth companies to scale up in the internal market and

enable both Union and third country investors to invest in companies as well as offer

such investors with more flexible exit options to liquidate their investment.

(4) A harmonised corporate framework should be set out with a new harmonised legal

form of a limited liability ‘EU Inc.’ company. This new company legal form should

be introduced in the national legal orders of all Member States. The framework and

the specific features of the new national legal form draw on the diversity of national

rules and procedures and harmonise those rules and procedures in order to meet the

needs of companies, in particular start-ups and scale-ups, and their Union and third

country investors. As other national legal forms, the EU Inc. should be incorporated

in a Member State and generally be governed by the law of the Member State of

registration. At the same time, it should benefit from a harmonised set of rules

introduced by this Regulation. Such harmonisation would facilitate cross-border

business in the internal market and investment by Union and third country investors

in such companies and ensure that those rules and procedures result in reduced

administrative burden and costs for founders and companies as well as for investors.

(5) The EU Inc. framework set out in this Regulation responds in particular to the needs

of startup and scaleup companies but should be legally open to all founders and

companies who see it fit for their business model. Both natural and legal persons

should be able to form an EU Inc. company. It should be possible to create an EU

Inc. company ex nihilo and existing companies should be also able to convert into

EU Inc. companies. Furthermore, existing companies, including EU Inc. companies,

should also be able to set up EU Inc. subsidiaries, making the EU Inc. company legal

form available for groups of companies. In addition, in particular to ensure that scale-

ups could benefit from the EU Inc. framework, it should be possible to create an EU

Inc. company through a domestic division or merger, or by carrying out a cross-

border conversion, merger or division in accordance with the rules already

harmonised by Directive (EU) 2017/1132 of the European Parliament and of the

Council25.

(6) In order to ensure a common and unified corporate legal framework for EU Inc.

companies regardless of the Member State in which they are incorporated, aspects

relating to corporate matters should generally be governed by this Regulation or by

the articles of association of EU Inc. companies. National law should apply to all

matters where this is provided for by this Regulation and for matters not covered by

this Regulation.

(7) EU Inc. companies formed in the Member State of registration and operating across

the Union in accordance with the provisions of this Regulation should be recognised

25 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to

certain aspects of company law (OJ L 169, 30.6.2017, p. 46),

ELI: http://data.europa.eu/eli/dir/2017/1132/oj

EN 25 EN

in all Member States. To this end, these companies should add to their name the

common, distinct and clear denomination ‘EU Inc.’. This denomination should be

used unaltered and should not be translated. The ‘EU Inc.’ denomination would

increase transparency and strengthen trust by ensuring that business partners,

investors, other stakeholders and consumers as well as public authorities know that

they are dealing with a company with the same harmonised features across the

Union. As of registration, an EU Inc. company would acquire legal personality,

being a body corporate with the name contained in its articles of association and

having perpetual succession.

(8) To ensure legal certainty when using the common denomination ‘EU Inc.’ across the

internal market, it is important that no more than one company operates under the

same name. Therefore, the company name with the denomination ‘EU Inc.’ should

be subject to specific rules to ensure that the name is fit for its use and unique for

each company. Similarly, subsidiaries within a group should have distinguishable

names, while branch names should include the unique name of the EU Inc. company

that they are part of. Names which are misleading, for example where the company

name refers to a public function or ownership that does not exist or suggests a

purpose or object of the company that is not in accordance with its articles of

association, should be prohibited. The automatic verification based on a connection

between the Business Register Interconnecting System (BRIS) and the IT tools

developed by the European Union Intellectual Property Office (EUIPO) central

database for registered trade marks should make it easier to check that the proposed

name of the EU Inc. company does not conflict with an already registered trade

mark. Such connection should also serve for indicative purposes to EUIPO to inform

trade mark applicants whether a trade mark is identical or similar to the name of an

existing EU Inc. company.

(9) The articles of association constitute the fundamental legal framework of a company,

defining its internal organisation. However, Member States have divergent rules in

that regard. In some Member States, companies need to have two separate

documents, namely the instrument of constitution and the statutes (articles of

association) and in other Member States one document is necessary. For the EU Inc.,

there is a need to harmonise those rules. Accordingly, regardless of the Member State

of registration, the articles of association for the EU Inc. should be laid down in one

single document and include a certain minimum content. Given the fundamental

importance of the articles of association for business partners, public authorities,

creditors, including from other Member States, and in particular for the Union and

third country investors, they should exist both in the national language or languages

of the Member State of registration of the EU Inc. company and in a language

customary in the sphere of international business and finance. The availability of the

articles of association in a language customary in the sphere of international business

and finance would ensure that information about EU Inc. can be easily accessed and

understood not only by stakeholders across the internal market, but also by third

country investors.

(10) While it should be possible for the founders to form an EU Inc. company with tailor-

made articles of association, harmonised and multilingual EU templates for articles

of association for EU Inc. companies should be established. Otherwise, the existence

of 27 different national templates for articles of association would preserve the

fragmentation and extra costs for founders and companies. The harmonised EU

templates, by providing model articles of association across the Union, would enable

EN 26 EN

a quick centralised registration process while ensuring that any formal requirements

related to the articles of association are fulfilled.

(11) Each EU Inc. company, like any other Union company, should be subject to the

fundamental freedoms including the case-law of the Court of Justice of the European

Union. Therefore, an EU Inc. company may be established in any Member State and

choose where it carries out its main economic activities. This means that the founders

of an EU Inc. company should be able to choose in which Member State to

incorporate an EU Inc., and therefore, in which Member State it would have its

registered office. EU Inc. cannot be required to have its central administration or

principal place of business in the same Member State as its registered office. All

Member States should recognise the legal capacity of an EU Inc. company lawfully

incorporated in another Member State.

(12) Fully digital procedures are necessary to enable a truly efficient and competitive

company set-up, operations and investment procedures that can attract both founders

and investors. Therefore, while considerable progress has already been made with

digitalisation of the existing Union company law, including through Directives (EU)

2019/115126 and (EU) 2025/25 of the European Parliament and of the Council27, the

corporate legal framework for EU Inc. should go further in harmonising rules and

procedures by providing “digital-only” rules and processes applicable throughout the

company lifecycle including as regards investment-related communications and

procedures. Fully digital procedures should also apply where the completion of a

procedure requires a payment. In that regard, it is appropriate to ensure that such

payment can be made by means of widely available cross-border payment services,

such as credit cards, bank transfers and any other commonly used payment

instruments.

(13) When adopted, the European Business Wallets [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets] will support companies in business-to-business and

business-to-government communications. The EU Inc. as other companies, once

formed and registered in the business register, should be able to purchase it in order

to securely authenticate, store and share documents. This Regulation ensures

compatibility between the European Business Wallets and key digital tools, such as

the EU Company Certificate and the digital EU power of attorney, for EU Inc.

companies to take full advantage of the capabilities of the European Business

Wallets. The European Business Wallets, together with trust services, should also

constitute one of the options for EU Inc. companies to sign forms when registering a

branch or setting up a subsidiary.

(14) Regulation (EU) 2018/1724 of the European Parliament and of the Council28, which

establishes the Single Digital Gateway, provides for general rules related to online

26 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending

Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186,

11.7.2019, p. 80), ELI: http://data.europa.eu/eli/dir/2019/1151/oj

27 Directive (EU) 2025/25 of the European Parliament and of the Council of 19 December 2024 amending

Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of

digital tools and processes in company law (OJ L, 2025/25, 10.1.2025),

ELI: http://data.europa.eu/eli/dir/2025/25/oj

28 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018

establishing a single digital gateway to provide access to information, to procedures and to assistance

EN 27 EN

provision of information, procedures and assistance services relevant for the

functioning of the internal market. Regulation (EU) 2018/1724 covers a wide range

of administrative procedures set out in Annex II to that Regulation, which the EU

Inc. companies, as other companies, will be able to benefit from. At the same time,

as specified in Annex II to that Regulation, the company law and insolvency

procedures for all companies, thus including procedures for EU Inc. companies laid

down in this Regulation, are excluded from its scope.

(15) The Your Europe portal provides online access to information about rules and

procedures stemming from Union and national law for businesses and citizens, in the

areas specified in Regulation (EU) 2018/1724, including information related to

starting, running and closing a business. In this context, information about the EU

Inc. legal form and procedures regarding starting, running and closing an EU Inc.,

including links to information available on national registration websites, should be

publicly available through the Your Europe portal, in accordance with Regulation

(EU) 2018/1724 and Annex I to that Regulation.

(16) It is important to ensure that the EU Inc. corporate legal framework provides an

easily recognisable but also reliable and trustworthy legal form for founders,

companies, investors and other stakeholders and that this legal form cannot be used

to circumvent rights, including notably employees’ rights to participation in company

boards. Therefore, where employee participation rules exist in the Member State in

which an EU Inc. has its registered office, those rules apply to that company. This

ensures equal treatment between EU Inc. companies and comparable national

company forms and safeguards existing national protections and acquired employee

rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European

Parliament and of the Council29 applies to individual employment relationships

involving an EU Inc. company.

(17) In case an EU Inc. company is created through or carries out a cross-border

conversion, merger or division, such operations should follow the rules and

procedures set out in Title II of Directive (EU) 2017/1132. Therefore, for example in

case an EU Inc. carries out a cross-border conversion, it would convert into an EU

Inc. of the destination Member State. Overall, those rules and procedures in Directive

(EU) 2017/1132 aim to facilitate the cross-border mobility while providing effective

safeguards for employees, minority shareholders and creditors. With a view to

preserving existing employees’ rights of participation, where applicable, , the

Directive provides that the company carrying out such a cross-border operation

should enter into negotiations with its employees or their representatives once a

threshold specified in the Directive is met, with a view to finding an amicable

solution that reconciles the right of the company to carry out a cross-border operation

with the employees’ rights of participation.

(18) As for other limited liability companies, the Union legal framework regarding the

information and consultation of employees, including Directive 2002/14/EC30 and

and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p.

1), ELI: http://data.europa.eu/eli/reg/2018/1724/oj 29 Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the

law applicable to contractual obligations, Rome I (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation -

593/2008 - EN - Rome I Regulation - EUR-Lex 30 Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a

general framework for informing and consulting employees in the European Community - Joint

EN 28 EN

Directive 2009/38/EC of the European Parliament and of the Council31, as well as

Council Directive 2001/23/EC32 and Council Directive 98/59/EC33, should also apply

to EU Inc. companies where appropriate.

(19) The creation of an EU Inc. through a domestic or cross-border merger is without

prejudice to the application of the legislation on the control of concentrations

between undertakings, both at Union level, by Council Regulation (EC) No

139/200434, and at Member State level.

(20) The formation of an EU Inc. and in particular the articles of association, and any

amendments thereof, should be subject to preventive administrative judicial or

notarial control and a legality check, as set out in this Regulation, to ensure their

reliability and facilitate their use especially in cross-border situations. As with any

other company form, the preventive control is essential for prevention of abusive or

fraudulent letter-box companies linked to tax evasion or money laundering. At the

same time, a harmonised and efficient preventive control is also key to reducing

administrative formalities in the use of company information by companies, as e.g.

business partners, creditors and public authorities, and to ensuring mutual

recognition, and therefore, the efficient application of the “once-only” principle.

(21) In order to allow founders to easily set up an EU Inc. through a Union level

centralised infrastructure regardless in which Member State they want to set up an

EU Inc. company, the Commission should provide for a centralised, user-friendly

‘EU central interface’ which should allow the completion of the relevant procedures

without having to use 27 divergent national ones. The EU central interface should be

built as part of the business registers interconnection system (BRIS), which connects

all Member States’ business registers and provides means of cross-border secure

exchanges between business registers via the platform. The EU central interface

should securely transmit the information and documents to the business register of

the Member State in which the EU Inc. company is to be registered and the business

registers should automatically exchange the relevant information with the preventive

control authorities. The interface should also allow founders, or their authorised

representatives, to track in real time the status of the registration of the EU Inc.

company.

(22) The EU central interface should provide for a “fast track” company formation

procedure including preventive administrative, judicial or notarial control within 48

hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the

harmonised application form and EU templates for articles of association. The

application form and EU templates should be made available in a machine-readable

and searchable format to foster cross-border interoperability and facilitate the

declaration of the European Parliament, the Council and the Commission on employee representation

(OJ L 80, 23.3.2002, pp. 29–34) 31 Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the

establishment of a European Works Council or a procedure in Community-scale undertakings and

Community-scale groups of undertakings for the purposes of informing and consulting employees

(Recast) (OJ L 122, 16.5.2009, pp. 28–44) 32 Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member

States relating to the safeguarding of employees' rights in the event of transfers of undertakings,

businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, pp. 16–20) 33 Council Directive 98/59/EC of 20 July 1998 on the approximation of the laws of the Member States

relating to collective redundancies (OJ L 225, 12.8.1998, pp. 16–21) 34 Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between

undertakings (the EC Merger Regulation) (OJ L 24, 29.1.2004, pp. 1–22)

EN 29 EN

automatic exchange of data between public authorities and should be available on the

EU central interface. Similarly, existing companies, including EU Inc. companies,

should be able to set up a subsidiary through the same procedure. In this context, the

information about the company setting up the subsidiary should be automatically

retrieved from BRIS by the business register in which the subsidiary is to be

registered. In addition, founders and companies should also have the possibility to

form a company with tailor-made articles of association or set up a company directly

with national business registers.

(23) In order to further simplify and streamline the digital registration and filing as well as

to provide optional guided forms and models for EU Inc. companies, the

Commission should further develop the EU central interface towards a central digital

register for EU Inc. companies, building on the functionalities of the registers of the

Member States and the existing interconnection infrastructure.

(24) This Regulation should not affect sectoral Union or national legislation related to

specific business activities. However, in order to ensure the timely online formation

of an EU Inc. company or online registration of an EU Inc. branch, Member States

should not make that formation or registration conditional on obtaining any licence

or authorisation before that formation or registration can be completed, unless

national law so provides for the purpose of ensuring that there is proper oversight of

certain activities.

(25) In the context of setting up a company, national law often requires founders to

separately submit information about the company to several public authorities for

tax, social security or anti-money laundering purposes. This leads to delays and extra

costs to start running the new business. Therefore, in order to reduce administrative

burden and costs and ensure the quick completion of procedures, these rules and

procedures should be harmonised by ensuring a “once-only” data exchange between

the business register of registration of an EU Inc. and the relevant national

authorities. The application of the once-only principle in relation to tax authorities,

social security authorities and the beneficial ownership registers would also

contribute to tackling possible abuses by ensuring that business registers share data

with other authorities as well as the beneficial ownership register, and all use the

same company information.

(26) In case of such a once-only submission of information, the business register of

registration of the EU Inc. should automatically transfer the relevant company data,

including the European Unique Identifier (EUID), to the authorities responsible for

the issuance of the tax identification number (TIN) and the VAT identification

number, to social security authorities, as well as to the beneficial ownership register,

without founders and companies having to resubmit the information to those

authorities. The specific data needed for obtaining the TIN and the VAT

identification number and required by the beneficial ownership register, submitted in

the application form, should also be part of the automatic transfer. In addition, the

EU Inc. should obtain the TIN and the VAT identification number through this

digital exchange without needing to submit a separate application, except in limited

justified cases where the authorities in charge of issuing the VAT identification

number require additional case-specific information.

(27) In order to increase trust in and transparency about EU Inc. companies, to provide

third parties with reliable information and to facilitate EU Inc. companies’ operations

and activities in the internal market, it is crucial to ensure easy access to information

EN 30 EN

about EU Inc. companies. Therefore, a harmonised set of information about EU Inc.

should be made available at Union level through BRIS at the E-Justice portal thanks

to the use of multilingual labels, and also in the national business registers, as it is the

case for information about other Union companies. In addition, to facilitate

communication with stakeholders, EU Inc. companies should disclose their identity

through their official business communications and electronic presence, thereby

enabling stakeholders to easily identify and contact the company, and be informed of

the most relevant information about EU Inc. companies, including their EUID. All

stakeholders, including companies, authorities and the public at large, need to be able

to rely on company information for business purposes or in administrative

procedures such as tax or labour related procedures including posting of workers or

judicial proceedings. Therefore, it is important to ensure that information about EU

Inc. publicly available through BRIS and in the national business registers is reliable

and kept to up to date as is the case with information about other EU companies.

Trustworthy and up-to-date information also contributes to the fight against fraud

and abuse and ensures its use without further formalities in cross-border situations.

(28) The reliable and up-to date information about EU Inc. companies at Union level

through BRIS and in the national business registers should cover information

throughout the company lifecycle including its liquidation. The national public

authorities should thus be able to fully benefit from this information. At the same

time, they should be required to access and consult it without asking EU Inc.

companies to separately provide information unless information and documents are

needed to fulfil specific procedural requirements such as completing the relevant tax

declaration or proving an offer in the context of a public procurement procedure. To

further facilitate access to such information, national authorities should have the

possibility to directly connect to BRIS through national optional access points.

Similarly, the Commission may establish optional access points to systems

developed and operated by the Commission or by other Union institutions, bodies,

offices or agencies to perform their administrative functions or to comply with

provisions of Union law such as the optional access point opened by the European

Banking Authority in the context of Regulation (EU) 2022/2554 of the European

Parliament and of the Council35.

(29) In order to facilitate its cross-border activities in the internal market, an EU Inc.

company should be able to prove that it is legally incorporated in a Member State

through simple and reliable means, which other Member States should be required to

recognise. Therefore, EU Inc. companies, as other Union companies, should be able

to use a harmonised EU Company Certificate, introduced by Directive (EU) 2025/25,

for different purposes, including in administrative procedures before national

authorities or Union institutions and bodies and in judicial proceedings in other

Member States. The EU Company Certificate includes essential company

information about EU Inc and is issued and certified by national business registers

and available in all official languages of the Union. In addition, EU Inc. should be

able to use, as other Union companies, the digital EU power of attorney, which was

also introduced by Directive (EU) 2025/25, in order to authorise a person to

represent the company in specific procedures with a cross-border dimension. The

35 Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on

digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009,

(EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022,

pp. 1–79), ELI: http://data.europa.eu/eli/reg/2022/2554/oj

EN 31 EN

digital EU power of attorney should be accepted as evidence of the authorised

person’s entitlement to represent the EU Inc.

(30) In order to further facilitate cross-border procedures and reduce administrative

burden, an EU Inc. should be able to use its company information in cross-border

situations, including when dealing with competent authorities or in judicial

proceedings in another Member State without burdensome formalities. Therefore,

Member States should not be able to require legalisation or any similar formality,

such as an apostille, in respect of certified copies of documents and information

related to EU Inc. obtained from business registers. Similarly, no legalisation or

similar formality should be required for notarial acts or administrative documents

and for documents and information exchanged through BRIS, such as pre-operation

certificates. At the same time, in order to prevent fraud or forgery, the existing

safeguards set out in Directive (EU) 2025/25 should apply, whereby it should be

possible for the authorities of the Member State in which the company document or

information is presented, where they have a reasonable doubt as to its origin or

authenticity, to verify the document or information via the issuing register or via the

register in their own Member State.

(31) The existing Union company law acquis, in particular Directive (EU) 2025/25, has

already made significant advances in overcoming the language barriers in company

law procedures and the EU Inc. companies should benefit from those. Following the

calls from companies, and in particular the startup community, to make the

procedures for setting up and investing into companies available in a language

customary in the sphere of international business and finance as much as possible,

this Regulation makes further progress by introducing a bilingual application form

and standardised articles of association, available in the official language or

languages of a Member State of registration and in a language customary in the

sphere of international business and finance. The public availability of both language

versions of the articles of association in the business register and via BRIS will

provide investors, creditors and public authorities with access to the most important

company document in a language customary in the sphere of international business

and finance. The use of a language customary in the sphere of international business

and finance in this essential document also significantly reduces the need for

translations and therefore, the administrative burden and costs for companies and

stakeholders operating in the internal market. In this context, translation of copies or

extracts of documents related to EU Inc. companies should not be required where the

specific information can be accessed, e.g., in the EU Inc. company’s articles of

association or through BRIS. Certified translation should only be required where

strictly necessary, for example, where the documents are to be made publicly

available in a business register or in the context of judicial proceedings.

(32) EU Inc. companies should have the flexibility to organise and manage their business

in accordance with their divergent needs in terms of their size, activities or market

needs. Therefore, shareholders should have the freedom to determine the

organisation of the EU Inc. in the articles of association while complying with the

harmonised requirements laid down in this Regulation. The EU Inc. should have a

board of directors with one or more directors who are natural persons and at least one

director should be resident in the Union. The EU Inc. may also have additional

bodies, such as a supervisory body.

(33) To effectively manage the EU Inc. company, the board of directors should be able to

exercise all powers of the company, with the exception of important matters which

EN 32 EN

are reserved for the general meeting or another company body, such as the approval

of annual accounts. The general meeting should also have the power to appoint or

dismiss a director at any time, regardless of any terms of office agreed between the

company and the director. As a principle, directors should jointly represent the EU

Inc. as ‘co-directors’, but shareholders could decide that all or certain directors can

represent the company individually.

(34) Directors of all EU Inc. companies should be subject to a harmonised set of general

directors’ duties. These general duties, set out in this Regulation, should not alter or

exclude any further duties that may apply in specific situations, such as the duties set

out in Article 19 of Directive (EU) 2019/1023 of the European Parliament and of the

Council36 where there is a likelihood of insolvency. While exercising their mandates,

directors of EU Inc. companies should act in good faith, with reasonable care, skill

and diligence, which also includes ensuring that they have sufficient information so

that their decisions serve the best interests of the company. Acting in the company’s

best interest should also entail the duty to avoid conflicts of interest whereby the

directors should inform the board of directors or the general meeting about any

conflicts of interest and should generally not be part of decisions involving any such

conflicts.

(35) In view of the diversity of possible sizes, management structures and shareholder

structures of an EU Inc. company, such companies should not be subject to a uniform

rule imposed by Member States for the treatment of transactions with company-

related parties. However, to protect the interests of certain or all shareholders, an EU

Inc. company should be able to stipulate in the articles of association that certain

transactions which are directly or indirectly concluded with certain company-related

parties, such as directors and shareholders, need to be submitted to the general

meeting or another company body for approval or brought to its attention.

Shareholders should be able to adapt the required form of approval or information

procedures in the articles of association for them to best fit the company size and

corporate structure.

(36) In order to facilitate and speed up the decision-making in EU Inc. companies,

regardless of their Member State of registration, the rules on decision-making should

be harmonised. It should be ensured that both Union and third country shareholders

are able to participate in general meetings, that such meetings may be held fully

online or in hybrid form, and that all shareholders can be reliably identified,

participate and vote during such meetings. Similarly, in order to render the decision

making more efficient, in certain situations, it should be possible to take decisions

through written resolutions which could also be adopted by electronic means.

Decisions should be adopted according to a quorum and based on majority

requirements, while the shareholders have the flexibility to amend those in the

articles of association. However, due to the significant importance of the articles of

association for the company, amendments to them should be adopted under qualified

majority to provide protection to minority shareholders. Harmonised rules should be

set out on specific aspects where an EU Inc. is or becomes a single-member

company, including on making this information publicly available in business

36 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on

preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to

increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and

amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019,

pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj

EN 33 EN

registers and through BRIS to provide third parties with reliable information. The

rules in this proposal are in line with rules for other single-member companies in the

EU, set out in Directive 2009/102/EC of the European Parliament and of the

Council37.

(37) In order to strike a balance between the significant influence of majority shareholders

and the board of directors, the important autonomy granted by the articles of

association of EU Inc. and the need for minority shareholder protection, a right of

withdrawal should be provided for minority shareholders in exceptional cases of

flagrant prejudice. Scenarios that could justify such a withdrawal may include, for

example, cases where the company has been deprived of a significant proportion of

its assets, where the general meeting has instructed directors to miss a significant

business opportunity without the consent of the withdrawing shareholder or where

the company's activities have changed substantially. However, the assessment of

whether the company’s affairs are being conducted in an oppressive manner should

be reserved to the competent court, which should take into account all relevant

circumstances of the individual case.

(38) Each EU Inc. company should be responsible for establishing and updating its digital

share register. It should also be possible to delegate it to a third party who will be in

charge of it on behalf of the company. To account for the application of new

technologies, the requirements as regards shares, the digital share register and the

digital share certificate should be understood as technologically neutral. Provided

that the EU Inc. company meets the requirements for the digital share register and the

digital share certificate, it should be free to choose how to establish and maintain the

register, including the choice of whether to use distributed ledger technology for this

purpose or not and whether digital share certificates should be provided in tokenised

form or not. Keeping the digital register updated also entails that every share transfer

is recorded and that the shareholder receives a share certificate confirming his or her

status as a shareholder.

(39) In line with the free movement of capital and to guarantee that companies have the

necessary freedom to scale up and attract new investors, it should be ensured that

share transfers occur without restriction, unless otherwise provided in the articles of

association. Share transfers are understood to encompass both acquisitions and

transfers free of charge, such as donations, and they may pertain to either complete

ownership or a fraction of it.

(40) While all shares should have equal rights and obligations, the EU Inc. should also be

allowed to decide that classes of shares have different economic or voting rights to

adapt to the requirements of certain shareholders. Member States should not prohibit

or condition such distinctions by national law. Different economic or voting rights

may serve a variety of purposes. For example, they may allow founders to protect the

company against hostile takeovers.

(41) To provide an EU Inc. company with a wide spectrum of financing options and its

investors with credible exit opportunities, thereby enhancing the free movement of

capital within the Union and from third countries, the trading of the securities of an

EU Inc. company should not be limited to debt instruments. An EU Inc. company

37 Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area

of company law on single-member private limited liability companies (Codified version) (OJ L 258,

1.10.2009, pp. 20–25), ELI: http://data.europa.eu/eli/dir/2009/102/2013-07-01

EN 34 EN

should have the possibility to access multilateral trading facilities such as SME

growth markets for the trading of its shares and Member States should not prohibit

such access. Where an EU Inc. company seeks the admission of its shares to trading

on such markets, it should comply with all applicable requirements under Union and

national laws, including those already harmonised through Regulation (EU) No

596/201438 on market abuse and Directive (EU) 2024//281039 on multiple-vote share

structures in companies that seek admission to trading of their shares on a

multilateral trading facility.

(42) To further support scaleups and other more mature EU Inc. companies in meeting

their equity financing needs, Member States may allow an EU Inc. company to seek

admission to trading of its shares on a regulated market. Such access should equally

require compliance with all applicable Union and national laws, for example the

requirements set out in Regulation (EU) 2017/112940 on the prospectus to be

published when securities are offered to the public or admitted to trading on a

regulated market, Directive 2007/36/EC41 on the exercise of certain rights of

shareholders in listed companies and Directive 2004/109/EC42 on the harmonisation

of transparency requirements in relation to information about issuers whose

securities are admitted to trading on a regulated market.

(43) Fragmentation of the laws of Member States concerning the financing of Union

businesses constrains companies in their ability to attract investors, in particular from

other Member States and third countries. Cross-border investors such as venture

capitalists and angel investors are deterred by high transaction costs, complex cross-

border due diligence, and unfamiliar national corporate structures. To overcome

these barriers and align with the objectives of the Commission Communication of 19

March 2025 entitled ‘Savings and Investments Union. A Strategy to Foster Citizens’

Wealth and Economic Competitiveness in the EU’, the EU Inc. should be subject to a

harmonised financing framework. This framework should be specifically designed to

attract and facilitate cross-border equity investment by providing harmonised highly

flexible and legally certain funding mechanisms. It should also balance and

accommodate the needs of founders and of early-stage and growth investors to

ensure that EU Inc. companies are highly attractive when competing for venture

capital and other investments on a global scale.

38 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on

market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament

and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/(OJ L 173,

12.6.2014, pp. 1–61), ELI: http://data.europa.eu/eli/reg/2014/596/2024-12-04 39 Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on

multiple-vote share structures in companies that seek admission to trading of their shares on a

multilateral trading facility (OJ L, 2024/2810, 14.11.2024),

ELI: http://data.europa.eu/eli/dir/2024/2810/oj 40 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the

prospectus to be published when securities are offered to the public or admitted to trading on a

regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, pp. 12–82),

ELI: http://data.europa.eu/eli/reg/2017/1129/2024-12-04 41 Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of

certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, pp. 17–24),

ELI: http://data.europa.eu/eli/dir/2007/36/2024-01-09 42 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the

harmonisation of transparency requirements in relation to information about issuers whose securities are

admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004,

pp. 38–57), ELI: http://data.europa.eu/eli/dir/2004/109/2024-01-09

EN 35 EN

(44) In order to provide flexible conditions for investment throughout the Union, the

shares of an EU Inc. company should not be required to have a nominal value. By

default, the shares should also not represent a fraction of the company’s capital. The

economic and control rights attached to a share should accordingly also not depend

on a contribution made to capital. The EU Inc. should have the possibility to offer the

appropriate rights and ask for the consideration for shares that is in the interest of the

company and that best attracts equity investment in it, not being constrained by a

mandatory link between its capital and shares.

(45) Enabling shares without a nominal value is particularly important to facilitate

common arrangements for venture capital and early-stage financing. In traditional

par-value systems, shares cannot be issued below their nominal value, which creates

structural obstacles during critical situations where a company’s valuation has

decreased and new shares need to be issued in a 'down round' at a lower price to raise

new equity. Furthermore, non-par value shares facilitate the seamless operation of

convertible instruments such as Simple Agreements for Future Equity (SAFE) and

Keep It Simple Securities (KISS). Where such instruments require a conversion at a

fluctuating, discounted price, the rigid application of the par value principle could

legally prevent their execution. By removing the mandatory requirements for a par

value of shares, the EU Inc. is equipped to price its equity dynamically, absorb

valuation fluctuations and enter into investment arrangements with terms in

accordance with global market standards.

(46) An EU Inc. should be able to raise equity in a flexible way and founders and

shareholders should be free to choose the appropriate financing options without

facing unnecessary legal constraints arising from divergent national rules. The

amount of capital of the EU Inc. should therefore not be required by law and may be

0 EUR throughout the company‘s lifetime. In the absence of capital, modern and

highly effective safeguards for creditors should be achieved through other means,

notably through balance sheet and solvency tests governing distributions to

shareholders. Only where founders and shareholders choose to build up capital, such

capital should be subject to conventional maintenance rules.

(47) The financing framework of the EU Inc. allows for a highly flexible allocation of

equity investments. When issuing new shares, the company should be able to require

a consideration for shares in the form of a capital contribution or raise equity that is

not part of the company’s legal capital. This structure ensures that bespoke classes of

shares, share buybacks, redemptions and complex funding mechanisms can operate

without creating frictions with conventional capital maintenance rules.

(48) To facilitate all types of equity investment in an EU Inc., any transfer of economic

value should be permitted as a consideration for a share in the company. Unless

shares are issued for consideration in the form of a capital contribution, an EU Inc.

should not have to require immediate payment of a consideration for shares. In

particular, to avoid delays in registration caused by the requirement to open a

corporate bank account for the consideration for the first shares, such consideration

should not have to be paid before registration. In-kind considerations should also be

possible in the form of work and services but should always have their value

determined. Where the value of an in-kind consideration is overstated, shareholders

should have to compensate the company for the shortfall in value provided.

(49) While the subscription of the first shares of an EU Inc. is declared in the articles of

association, the issuance of further shares should be generally subject to a decision of

EN 36 EN

the general meeting. To facilitate the swift execution of financing rounds, an EU Inc.

should also be able to have its board of directors authorised to decide on the issuance

of such new shares. Such authorisation should only be required to set out the

maximum number of authorised shares but may be subject to any further limitations

deemed appropriate by the shareholders. To ensure a low level of transaction costs

and remove barriers to cross-border investment, subscriptions for new shares should

be made by electronic means and should not be subject to additional formalities

imposed by Member States.

(50) Existing shareholders should generally have pre-emptive rights in new shares issued

for cash consideration to enable them to maintain their stake in the company.

However, to facilitate the entry of new investors, the general meeting or, where

authorised to do so, the board of directors should have the possibility to modify or

exclude such rights.

(51) Provided that the relevant requirements foreseen in Union and national laws are

complied with, an EU Inc. company can issue any type of securities. To facilitate

particularly early-stage investments such as Simple Agreements for Future Equity

(SAFE) and Keep It Simple Security (KISS) convertible notes as well as employee

stock ownership in an EU Inc., the company should also have broad flexibility in

issuing instruments that entitle their holders to new shares. As is the case for the

issuance of new shares, the swift issuance of such instruments should be facilitated

by providing for the possibility to authorise the board of directors to decide on the

issuance of the instruments. Since such instruments ultimately lead to the issuance of

new shares, existing shareholders should generally have pre-emptive rights in them.

As regards the issuance of new shares to satisfy claims from the instruments, the

board of directors should not need further authorisation for such issuance and

existing shareholders should not have pre-emptive rights in the new shares.

(52) While an EU Inc. company should not be required to have a capital greater than EUR

0, it should have the possibility to increase its capital not only by issuing new shares

against capital contributions but also by converting other parts of equity to capital,

unless such conversion is incompatible with their purpose.

(53) Distributions to shareholders should be subject to a balance sheet and solvency test,

ensuring that an EU Inc. remains viable and meets its obligations towards creditors

following a distribution. To ensure the credibility of the balance sheet and solvency

test, all directors should be required to confirm the result of the two tests, and they

should be personally liable where the tests are not performed or not performed with

due care. Shareholders should furthermore be required to return unlawful

distributions where they knew or should have been aware of the irregularities.

(54) An EU Inc. company should not be able to subscribe its own shares. To facilitate a

flexible financing structure, it should however be able to purchase its own shares

upon a decision of the general meeting or, where authorised, the board of directors.

To ensure the viability of the company, the safeguards for distributions should also

apply to purchases of own shares. Where own shares have been purchased, the

company should have full flexibility to hold them in treasury for later use, transfer

them further or cancel them. Cancellation should be subject to a decision of the

general meeting or, where it is authorised, the board of directors.

(55) To further facilitate investment in EU Inc. companies, including from investors that

wish to have a predetermined exit option, the EU Inc. should also be able to issue

redeemable shares. Upon redemption, such shares should be cancelled and the

EN 37 EN

redemption price be paid to the investor. However, to ensure the viability of the

company, the EU Inc. should only be required to pay the redemption price where

such payment complies with the safeguards for distributions.

(56) Where the company has built up capital, any reduction of it should generally be

subject to a balance sheet and solvency test similar to the one required for

distributions. To protect creditors which may rely on the stated capital providing

them additional security against default, such test should be accompanied by a report

of an independent expert certifying that the expert has inquired into the company’s

state of affairs and is not aware of any matters that would indicate that the balance

sheet and solvency test is unreasonable. Where capital is only reduced to cover losses

or where it is increased at the same time by at least the amount of the reduction, no

additional protection is warranted and the reduction should therefore not be subject

to these safeguards.

(57) Providing employees with equity and facilitating investment in their company is an

important way to attract and retain talent, and a preferred means of providing them

with a stake in the company's growth. Currently, divergent national requirements in

this regard impede the scale-up of companies in the internal market. EU Inc.

companies should therefore benefit from a harmonised simple employee stock option

plan which they can establish for their staff throughout the internal market. Such

plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad

group of eligible persons covering not only members of the board and employees of

the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and

retaining talent and incentivising employees’ participation in the scaleup of the EU

Inc., the warrants should be subject to a minimum vesting period and should not be

issued to persons who already hold a significant stake in the EU Inc. Where an EU-

ESO is established, the board of directors should be authorised to issue warrants and

satisfy the claims arising from the warrants either by issuing new shares or

transferring own shares held in treasury, within the limits of the plan.

(58) Currently, under Member States’ laws, warrants granted to employees may be taxed

at different points in time. This situation makes the warrants unattractive, especially

in cross-border cases, as it leads to complexity and may result in taxation of

unrealised income, which gives rise to cash-flow disadvantages for employees. To

address these issues and ensure that taxation takes place at the same time in all

Member States, the income derived from the warrants granted under the EU-ESO

should be taxed only once, when the shares obtained by exercising the warrant are

disposed of. No taxable income should be deemed to arise at the time of granting,

vesting, or exercising of the warrant. Member States should remain free to determine

how the income derived from the disposal of the shares obtained by exercising the

warrant is characterised for tax purposes and the rate(s) at which it should be taxed.

However, to avoid double taxation or disputes between Member States in cross-

border situations, it is crucial that the taxable income is calculated in the same way

by all Member States. Therefore, taxation should take place on an amount equal to

the difference between the fair market value of the shares at the date of disposal and

their acquisition price. Many Member States have already introduced preferential tax

regimes for employee stock options or similar instruments. To the extent the EU-

ESO meets the relevant criteria of such instruments, the taxation of shares issued by

exercising warrants under the EU-ESO should be granted the same treatment as

provided under Member States’ national law.

EN 38 EN

(59) Digital solutions are also important at the end of the company lifecycle, both for

solvent companies being wound up and for companies undergoing insolvency

proceedings as they contribute to a more efficient closure procedure. This, in turn,

allows companies to direct their human and financial resources into new

entrepreneurial projects and therefore, diminishes the cost of failure. This is

important for small companies, with less resources and in particular for startups,

which failure rate tends to be higher than for larger companies.

(60) Therefore, the digital only approach should also cover the dissolution and liquidation

of solvent EU Inc. companies, meaning that the EU Inc. company or the liquidator,

who may be a director or an external person appointed according to national

legislation, should be able to submit all information or documents related to

dissolution and liquidation to the business register fully online, and creditors of an

EU Inc. company should be able to submit their claims fully digitally to the company

or to the liquidator. As in the context of setting up, a seamless “once-only” data

exchange should be also ensured between the business register of registration of an

EU Inc. company and other competent national authorities relevant for its liquidation

in the same Member State, such as tax or social security authorities. This would

mean that the EU Inc. company would not need to submit again to the other

authorities the information it had already submitted to the business register, which

should reduce the delays and costs caused by separate submissions in the context of a

dissolution procedure that should be swift in the interest of all stakeholders. Since the

relevant national authorities involved in the liquidation of a company might differ

across Member States, each Member State should decide to which national

authorities this “once-only” data exchange with the business register should apply.

(61) While increasing the efficiency of the procedure thanks to digital tools, it is also

important to ensure that transparent information about the liquidation of an EU Inc.

company is easily available to creditors and other third parties – in business registers

and through BRIS – by introducing harmonised obligations on companies and

business registers. In case a liquidation of a solvent EU Inc. company is necessary

due to nullity, the conditions and consequences should be harmonised to ensure legal

certainty and the nullity should only be ordered by a court decision and on the basis

of an exhaustive list of grounds.

(62) Simplified rules are in particular needed in simple liquidation cases, for instance,

where solvent companies have ceased their economic activity and do not have

liabilities, to allow such companies to complete the procedure and be removed or

struck off from the business register within a maximum of around three months.

Such fast-track liquidation should be available for the EU Inc. companies with no

pending administrative or judicial proceedings, no assets available for economic use,

which should in any case be distributed at the latest at the time of the filing for

liquidation, and no debts. The fast-track procedure should also cover simple cases

where some creditors, and therefore liabilities, still remain but such procedure could

only be launched if those creditors give their consent.

(63) The fast-track procedure, while allowing companies to close within a short period of

time, should also ensure that creditors are protected and provide for transparent

information to third parties concerned. This should be ensured by making the

information that the EU Inc. company is in the fast-track liquidation procedure and

the relevant documents filed by the EU Inc. company publicly available in the

business register where it is registered, including the statement by all directors

confirming that the conditions are met to undergo this procedure. Given that the fast-

EN 39 EN

track procedure is limited to simple liquidation cases, it should be possible for the

EU Inc. to be represented by a director or another authorised person, without a need

to appoint a liquidator.

(64) Similarly, to strike the right balance between a short procedure and sufficient creditor

protection, creditors of the EU Inc. company should have the possibility to oppose

the fast-track procedure but within a relatively short deadline of 30 days following

the publication of the information about its launch in the business register. This

safeguard particularly aims at protecting creditors whose claims have not been

reflected in the statement of directors of the EU Inc. and in the financial statement.

The creditors who already consented to the launch of the procedure should only be

able to oppose it in case of well justified reasons such as a defect or error in their

consent or a serious change of circumstances. To enable the business register to

disregard manifestly unsubstantiated objections, creditors should state the reasons for

their claims against the EU Inc. company when submitting the objections to the

business register. In case the business register receives well founded objections from

creditors, it should provide the EU Inc. company with the information about the

creditors and the reasons for their claims.

(65) In order to ensure that the EU Inc. company undergoing the fast-track liquidation

procedure does not have any tax debts or has not failed to comply with any tax

related obligations, the national tax authority in the Member State of registration of

the EU Inc. company should have 30 days to issue a tax clearance or submit its

opposition to the fast-track liquidation. A prolongation of a maximum of 30 days

would be possible in case additional information was needed or additional activity

had to be carried out by the tax authority. In order to limit administrative delays, it

should be presumed that the tax authority granted its clearance or did not have

objections if the tax authority does not notify its position to the business register

within the initial or prolonged deadline.

(66) After the expiry of the deadlines, both for creditors and for the tax authority, and if

no objections have been received by either of them, the business register should

remove the registration of the EU Inc. company from its records without delay. In

case the business register receives reasoned objections from creditors after the 30-

day deadline has expired but before it has removed the EU Inc. from the register, it

should be able to take those objections into consideration and decide not to remove

the company from the register, to ensure that those claims are safeguarded. In order

to ensure that potential assets, liabilities or administrative or judicial proceedings are

handled smoothly after the EU Inc. company is removed from the business register,

its books and records should be kept for a period of six years by a person appointed

by the general meeting or by the court. The directors of the EU Inc. company which

was removed from the business register should remain jointly and severally liable for

any claims of creditors that were not satisfied.

(67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that

are innovative startups properly and in a proportionate manner. Innovative startups

face scarcity of working capital, higher interest rates and larger collateral

requirements, which make raising finance, especially in situations of financial

distress, difficult, if not impossible. Taking into account the unique characteristics of

innovative startups and their specific needs in financial distress, in particular the need

for faster, simpler and affordable procedures, when innovative startups get insolvent,

they should have access to simplified winding-up procedures that are adapted to

these specific needs.

EN 40 EN

(68) The cessation of payments test and the balance sheet test are the two usual triggers

among Member States for the opening of standard insolvency proceedings. In order

to simplify the opening of insolvency proceedings on the basis of easily ascertainable

conditions, the inability to pay debts as they mature should be the criterion for the

opening of simplified winding-up proceedings for EU Inc. that are innovative

startups. Member States should also define the specific conditions under which this

criterion is met, as long as these conditions are clear, simple and easily ascertainable

by the startup concerned.

(69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the

proceedings are conducted with the involvement of an insolvency practitioner who

ensures compliance with all legal requirements and acts in the interests of the

creditors. This expertise is needed, in particular, when it comes to the protection of

the rights of employees or to the conformity with environmental law standards. The

smooth administration of simplified winding-up proceedings for EU Inc. that are

innovative startups therefore requires, as a general rule, the appointment of an

insolvency practitioner. As an exception, however, and only when the prudent

behaviour of the debtor in the period leading to insolvency justifies this, the debtor

itself, a creditor or a group of creditors should have the right to request that the

winding-up proceeding is conducted without an insolvency practitioner. It is within

the discretion of the competent court or authority to decide whether or not to grant

such derogation taking into account all relevant circumstances.

(70) In order to establish cost-effective and expeditious simplified winding-up

proceedings for EU Inc. that are innovative startups, the procedure should be

conducted and concluded within six months as of the submission of the request to

open simplified winding-up proceedings. Similarly, formalities for the major

procedural steps, including for the opening of the proceedings, the lodgement and the

admission of claims or the realisation of the assets should be minimised. EU Inc. that

are innovative startups should be able to commence simplified winding-up

proceedings without the representation by a lawyer or another legal professional by

using a standard form developed for that purpose.

(71) To further reduce the cost and length of procedures, Member States should enable

debtors, creditors, insolvency practitioners and judicial and administrative authorities

to use electronic means of communication for all procedural steps in insolvency

proceedings.

(72) A debtor of an EU Inc. that is an innovative startup should be able to benefit from a

temporary stay of individual enforcement actions, in order to be able to preserve the

value of the insolvency estate and ensure a fair and orderly conduct of the

proceedings.

(73) Member States should ensure that the assets of the insolvency estate in insolvency

proceedings can be realised through online judicial auction, unless the competent

authority considers this means of realisation of assets inappropriate. For this reason,

Member States should establish and maintain one or more electronic auction systems

in their territory for that purpose. This obligation should be without prejudice to the

multiple platforms that exist in some Member States for online judicial auctions of

specific types of assets. The auction systems operated for the purposes of realising

the assets of debtors in insolvency proceedings should be interconnected via the

European e-Justice Portal. The e-Justice Portal should serve as a central electronic

access point to the online judicial auction processes run in the national system or

EN 41 EN

systems, provide a search functionality for users and guide them to the relevant

national online platforms if they intend to participate in the bidding.

(74) In order to ensure uniform conditions for the implementation of this Regulation as

regards the establishment of the multilingual EU templates, the multilingual

application form, the data to be transmitted and made available through BRIS and the

compatibility between the EU Company Certificate and the digital EU power of

attorney with the Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets], implementing powers should be conferred on the

Commission.

(75) The implementing powers relating to the standard form for the request for the

opening of simplified winding-up proceedings and the implementing powers in

relation to technical specifications and procedures necessary for the interconnection

of electronic auction systems should be exercised in accordance with Regulation

(EU) No 182/201143 of the European Parliament and of the Council.

(76) The prohibition of discrimination, which is one of the fundamental principles of

Union law, requires that comparable situations are not treated differently unless such

difference in treatment is objectively justified. Therefore, Member States should treat

in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other

legal forms as regards comparable aspects, unless it can be demonstrated that the

differential treatment is justified by an objective justification and

proportionate. Accordingly, the rights and privileges that are legally granted or

available in practice to other company forms in the Member States must in principle

also be granted or available to EU Inc. companies. Differential treatment should be

exceptionally possible only where it is objectively justified on the basis of specific

and convincing reasons and it is proportionate to the aim pursued.

(77) Certain national rules are particularly obstructive of the free exercise by market

operators of the fundamental freedoms laid down in the Treaties. While these rules

concern all market operators, they are particularly damaging to those that pursue an

economic activity with a view to innovation, productivity and scaling-up in the

internal market in particular in a cross-border context, which will often be set up

under the EU Inc. company form. Such companies, in particular when requiring

public support, are particularly vulnerable to certain serious national restrictions

which are in view of the case law of the CJEU clearly unjustified or disproportionate.

(78) In order to prevent such measures from impeding the good functioning of the internal

market, and to reduce the need for long and costly litigation, these restrictions should

be prohibited altogether without the possibility of justification. The provisions set out

herein shall not affect any requirements flowing from sectorial EU law. This

Regulation should also not be construed as justifying restrictions to the freedom of

establishment, free movement of goods, workers and services contrary to the TFEU

or other provisions of Union law, including with respect to persons or companies

outside the scope of this Regulation.

43 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011

laying down the rules and general principles concerning mechanisms for control by Member States of

the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18),

ELI: http://data.europa.eu/eli/reg/2011/182/oj

EN 42 EN

(79) Business registers and authorities in charge of issuing the TIN and the VAT

identification number, social security authorities and beneficial ownership registers

should process any personal data of legal representatives and other persons that can

lawfully represent a company, and of single shareholders, including personal data

which are to be made publicly available in the registers, in accordance with

Regulation (EU) 2016/679 of the European Parliament and of the Council44. The

Commission should process personal data in the context of this Regulation in

accordance with Regulation (EU) 2018/1725 of the European Parliament and of the

Council45.

(80) EU Inc. companies should process personal data in the digital register of shares in

accordance with Regulation (EU) 2016/679. To facilitate compliance with data

protection rules and ensure the implementation of proportionate data protection

measures, the EU templates for the articles of association will contain provisions on

data protection related to the digital register of shares.

(81) Whilst acknowledging the competence of Member States to organise their national

judiciary systems, they could designate or establish specialised judicial chamber or

court for disputes involving EU Inc. companies on matters covered by this

Regulation. That would facilitate a seamless conduct of procedures and could

generate a coherent national jurisprudence, with disputes arising under the

Regulation being resolved by judges possessing the expertise for company and

insolvency law litigation. If disputes are resolved more rapidly and at lower cost, it

would increase the attractiveness of the new legal form for its addressees and reduce

the incentive for startups and scaleups to move to third country jurisdictions. In

addition, the Commission’s Communication on European Judicial Training Strategy

2025-2030 has identified the necessity of upskilling of justice professionals within

the legal framework proposed by this Regulation, which can be tailored in the

process of specialisation.

(82) This Regulation does not affect the ability of Member States to examine applications

for the formation of companies and registration of branches in order to address fraud

or abuse, in compliance with Union law, or Member States’ investigation and

enforcement actions, including by the police or other competent authorities.

Obligations under Union and national law arising from anti-money laundering and

counter terrorist financing should remain unaffected. Given the risk of misuse of

legal business structures stressed in Europol’s Serious and Organised Crime Threat

Assessment of 2025, authorities in the Union and Member States need to make sure

that the EU Inc. is not misused by organised crime networks or other criminals.

(83) This Regulation does not affect Union or national employment law. These laws

should apply to EU Inc. companies as they apply to any other Union limited liability

company. The corporate legal framework established by this Regulation forms part

44 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the

protection of natural persons with regard to the processing of personal data and on the free movement of

such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016,

p. 1), ELI: http://data.europa.eu/eli/reg/2016/679/2016-05-04 45 Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the

protection of natural persons with regard to the processing of personal data by the Union institutions,

bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No

45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39),

ELI: http://data.europa.eu/eli/reg/2018/1725/oj

EN 43 EN

of the legal environment of the internal market and builds on the Union company law

acquis.

(84) The objectives of this Regulation, namely to provide a common legal framework for

companies, in particular startups and scaleups, in the Union, to provide simple and

efficient corporate rules and procedures throughout the company lifecycle and to

ensure that corporate rules provide an enabling framework to invest, cannot be

sufficiently achieved by the Member States, but can rather, by reason of their scale

and effects, be better achieved at Union level. Therefore, the Union may adopt

measures, in accordance with the principle of subsidiarity as set out in Article 5 of

the Treaty on European Union. In accordance with the principle of proportionality, as

set out in that Article, this Regulation does not go beyond what is necessary in order

to achieve those objectives.

(85) The Commission should carry out an evaluation of this Regulation. The evaluation

should cover, among others, the take up of the EU Inc. new legal form, how the EU

Inc. companies were formed and how many were created through the EU central

interface and with harmonised templates. Every five years the Commission should

also review the maximum cost of EUR 100 for the fast-track formation of an EU Inc.

through the EU central interface in line with the harmonised index of consumer

prices.

(86) The European Data Protection Supervisor was consulted in accordance with Article

42(1) of Regulation (EU) 2018/1725 of the European Parliament and of the Council

(13), and delivered an opinion on [insert date].

(87) In order to allow time for preparation of Member States and companies, this

Regulation should apply 12 months after its entry into force.

HAVE ADOPTED THIS REGULATION:

CHAPTER I - GENERAL PRINCIPLES

Article 1

Subject matter

This Regulation lays down rules to improve the functioning of the internal market and to

create an efficient legal framework for companies and investors by:

(a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’)

provided in the legal order of every Member State;

(b) creating an EU central interface, based on the Business Registers Interconnection

System (BRIS), for the purposes of the registration of companies taking the EU Inc.

legal form, as well as for filing by EU Inc. companies;

(c) introducing measures to reduce obstacles to the use and acceptance of documents and

information regarding EU Inc. companies including through the application of the

once-only principle;

(d) introducing measures to reduce administrative burden in procedures covered by this

Regulation throughout the lifecycle of EU Inc. companies including investment-

related procedures;

EN 44 EN

(e) removing obstacles with respect to financing of EU Inc. companies and investment in

such companies;

(f) harmonising certain aspects of insolvency procedures applicable to specific

categories of undertakings taking the legal form of EU Inc.;

(g) prohibiting certain discriminatory measures with respect to EU Inc. companies

whose registered office is in another Member State.

Article 2

Definitions

For the purposes of this Regulation, the following definitions shall apply:

(1) ‘EU central interface’ means a digital user interface established,

operated and maintained by the Commission, based on BRIS and its Union digital

access point, as referred to in Article 22 of Directive (EU) 2017/1132;

(2) ‘Business Registers Interconnection System’ (‘BRIS’) means the system of

interconnection of registers operating at the Union level, composed by the business

registers of the Member States, the platform and the E-Justice portal as referred to

Article 22 of Directive (EU) 2017/1132;

(3) ‘business register’ means a central, commercial or companies register referred to in

Article 16(1) of Directive (EU) 2017/1132;

(4) ‘shareholder’ means one of the founding shareholders and any other legal or natural

person who is registered into the digital register of shares;

(5) ‘articles of association’ means both the instrument of constitution and the statutes in

one single document;

(6) ‘branch’ means a fixed establishment, which is not a separate legal person but may

have separate management, through which an economic activity of a company is

carried out;

(7) ‘fully online procedure’ means a procedure that can be carried out fully online

without the necessity to appear in person before any authority or person or body

mandated under national law to deal with any aspect of the procedure;

(8) ‘employee participation’ means participation as defined in point (k) of Article 2 of

Directive 2001/86/EC;

(9) ‘formation’ means the whole procedure of establishing an EU Inc. including all the

necessary steps for its entry in the business register;

(10) ‘filing’ means the procedure of submitting information or documents to a business

register, either directly or through the EU central interface.

(11) ‘object of the company’ means the main activity or activities of the company,

expressed using the relevant Statistical Classification of Economic Activities in the

European Community (NACE) code and, if any, more specific activities and

EN 45 EN

purposes;

(12) ‘single-member company’ means a company the shares of which are held by a single

shareholder;

(13) ‘liquidation’ means the procedure of the winding up of the dissolved company’s

affairs;

(14) ‘digital EU power of attorney’ means a standardised, digitally authenticated

document that authorises a person to represent a company in cross-border company

law procedures within the Union and is accepted as evidence of the authorised

person's entitlement to act on behalf of the company in accordance with Article 16c

of Directive (EU) 2017/1132;

(15) ‘EU Company Certificate’ means an authenticated document issued by a Member

State business register containing key information about a company registered in

that business register, which is accepted in EU Member States, in accordance with

Article 16b of Directive (EU) 2017/1132;

(16) ‘legalisation’ means the formality for certifying the authenticity of a public office

holder’s signature on a document, the capacity in which the person signing that

document has acted and, where appropriate, the identity of the seal or stamp which

that document bears;

(17) ‘similar formality’ means the addition of the certificate provided for by the Apostille

Convention;

(18) ‘registration of a branch’ means a process leading to making publicly available the

documents and information relating to a branch opened in a Member State;

(19) ‘related party’ has the same meaning as in the international accounting standards

adopted in accordance with Regulation (EC) No 1606/2002 of the European

Parliament and of the Council46;

(20) ‘distribution’ means any direct or indirect transfer of economic value to a

shareholder without due consideration and in the absence of a genuine commercial

purpose, with the exception of capital reductions, the acquisition of own shares by

the company and the redemption of shares;

(21) ‘digital register of shares’ means the record of shares maintained in a digital format

by the company or by a third party, which contains information on the ownership of

the shares at any time by identifying the holder of each share, as well as the history

of all share transfers;

(22) ‘share transfer’ means a transaction involving any change in share ownership,

regardless whether the transaction is carried out for consideration or for free;

(23) ‘digital share certificate’ means a legal document issued by the company specifying

the shares held by a shareholder as evidenced in the digital register of shares that

46 Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the

application of international accounting standards (OJ L 243, 11.9.2002, pp. 1–4),

ELI: http://data.europa.eu/eli/reg/2002/1606/2008-04-10

EN 46 EN

confirms the entitlement of ownership of the shares specified therein;

(24) ‘multilateral trading facility’ means a multilateral trading facility as defined in

Article 4(1), point (22), of Directive 2014/65/EU;

(25) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of

Directive 2014/65/EU;

(26) ‘convertible instruments’ means instruments, which give their holders, in whole or

in part, a right or duty to exchange their claim against the company for new shares in

the company;

(27) ‘warrants’ means instruments which entitle their holders to subscribe for new shares

in the company for a consideration;

(28) ‘pre-emptive right’ means the preferential right held by existing shareholders to

acquire new shares or instruments entitling to new shares;

(29) ‘dissolution’ means the decision or event, including a decision of the general

meeting, the expiry of a term or occurrence of an event specified in the articles of

association or a judicial order, that marks the end of the company´s normal business

operations and, except in cases of restructuring or rescue as provided by insolvency

law, initiates the liquidation process;

(30) ‘solvent liquidation’ means a liquidation initiated by the company when it is able to

pay its debts in full within a determined period.

Article 3

Legal form and general principles

EU Inc. shall be a legal form provided for in the legal order of each Member State,

which shall have the following characteristics:

(a) a shareholder shall not be liable for the obligations of the company;

(b) it shall have legal personality pursuant to the law of the Member State of

registration, which shall be recognised by other Member States;

(c) it may be formed by one or more natural or legal persons;

(d) it may be formed ex nihilo in accordance with Articles 16 to 19 or through

domestic or cross-border conversions, mergers or divisions in accordance with

Article 21;

(e) it shall be allocated a European Unique Identifier (EUID) in accordance with

Article 16(1) of Directive (EU) 2017/1132 upon registration;

(f) it shall be set up for an unlimited period of time, unless provided otherwise in

the articles of association.

Article 4

Rules applicable to EU Inc.

EN 47 EN

1. EU Inc. companies shall be governed by this Regulation and by their articles of

association which shall comply with this Regulation.

2. Matters that are not covered by this Regulation or by the articles of association shall

be governed by national law, including the provisions transposing Union law, which

apply to relevant national legal forms in the Member State in which the EU Inc. has

its registered office.

3. Member States shall designate the relevant national legal form referred to under

paragraph 2, the provisions of which apply to EU Inc. companies.

Article 5

Legal personality

1. An EU Inc. company shall be registered in the business register of the Member State

chosen for its registered office.

2. An EU Inc. company formed in accordance with Articles 16 to 19 of this Regulation

shall acquire legal personality on the date on which it is registered in the business

register.

If acts have been performed in the name of an EU Inc. company before its

registration in accordance with Articles 16 to 19 and it does not assume the

obligations arising out of such acts after its registration, the natural and legal persons

which performed those acts shall, without limit, be jointly and severally liable

therefor, unless otherwise agreed.

Article 6

Name of the EU Inc. company and of its branch

1. The name of the company shall comply with the following:

(a) be followed by the mention ‘EU Inc.’;

(b) fulfil the function of a name;

(c) not mislead the public, in particular as to the nature of its business activities;

(d) not be contrary to public policy or to accepted principles of morality; and

(e) be sufficiently different from names of companies registered in any Member

State as an EU Inc. and from names of any other companies available via the

Business Registers Interconnection System (‘BRIS’).

2. Registering a company name shall not affect any claim another person may have

regarding the improper use of a name contrary to Union or national law.

3. A branch of an EU Inc. company shall have the name of that company which may be

completed by the branch indication.

4. Member States shall not apply rules that unduly interfere with the lawful registration

EN 48 EN

and use of that name throughout the Union.

Article 7

Articles of association

1. An EU Inc. shall have articles of association.

2. The articles of association shall cover at least the matters laid down in this

Regulation, as specified in the Annex.

3. The articles of association shall be digital, machine-readable and shall store

information as structured data.

4. The articles of association shall be drawn up in at least one of the official language

or languages of the Member State of registration and in a language customary in the

sphere of international business and finance and shall be made publicly available in

accordance with Article 25(1).

5. Where an EU Inc. company adopts the standard articles of association as referred to

in Article 8, both language versions shall have equal legal value.

Where an EU Inc. adopts non-standard articles of association, the official language

or languages of the Member state of registration shall prevail in the event of a

discrepancy between the language versions.

The EU Inc. shall be liable for any damages caused to third parties acting in good

faith who relied on an inaccurate, incomplete, or misleading version in a language

customary in the sphere of international business and finance of the non-standard

articles of association.

Article 8

EU templates for standard articles of association

1. The EU templates for the standard articles of association (‘EU templates’) may be

used as part of the formation procedure through the EU central interface or with the

business register.

2. Where the EU templates are used, any requirement to have the company articles of

association drawn up and certified in due legal form in accordance with national

laws shall be deemed to have been fulfilled.

3. The Commission shall, by means of implementing acts, establish the multilingual

EU templates for the standard articles of association.

Article 9

Registered office, central administration and principal place of business

1. An EU Inc. shall have its registered office and its central administration or principal

place of business in the Union.

EN 49 EN

2. Paragraph 1 shall also apply when the EU Inc. company is created through a cross-

border conversion, division or merger in accordance with Directive (EU) 2017/1132.

Article 10

Principle of digital-only procedures

1. Member States shall ensure that all procedures within the scope of this Regulation

may be carried out exclusively fully online.

2. The communications between the EU Inc. company and its shareholders including

subscribers and purchasers of shares shall be carried out fully online unless

otherwise provided in the articles of association or in any agreement between an EU

Inc. company and a shareholder.

3. By way of derogation from paragraph 1, in exceptional circumstances, where duly

justified by overriding reason in the public interest of preventing identity misuse or

alteration, or in ensuring compliance with the rules on legal capacity and on the

authority of applicants to represent a company, any public authority or person or

body mandated under national law to deal with any aspect of the procedures referred

to in paragraph 1, may take measures which could require the physical presence. The

physical presence of the person may only be required on case-by-case basis where

there are reasons to suspect identity falsification or non-compliance with the rules set

out in Article 14 (2) point (d), and provided that any other steps of the procedure can

be completed online.

Article 11

Payments

1. Where a procedure requires a payment, Member States shall ensure that such

payment can be made by means of a widely available online payment service that

can be used for cross-border payments, that permits identification of the person that

made the payment and is provided by a financial institution or payment service

provider established in a Member State.

2. Payments can be made online to a bank account of a bank operating in the Union. In

addition, proof of such payments can also be provided online.

Article 12

Employee participation

1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through

a domestic conversion, merger or division in accordance with Article 21 shall be

subject to the employee participation rules applicable in the Member State in which

it has its registered office.

2. Where an EU Inc. is created through a cross-border conversion, merger or division

EN 50 EN

in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an

EU Inc. carries out such a cross-border conversion, division or merger in accordance

with Directive (EU) 2017/1132, the rules on employee participation shall be

determined in accordance with Articles 86l, 133 and 160l of that Directive.

CHAPTER II- EU CENTRAL INTERFACE, FORMATION AND FILING

Article 13

Company application form

1. A harmonised application form shall be used for all cases of formation of an EU Inc.

company. It shall be fully digital, machine readable and shall collect information as

structured data.

2. The prospective members of the board of directors, identified through electronic

identification means in accordance with Regulation (EU) No 910/2014, shall fill in

the company application form and sign it by means of trust services referred to in

Regulation (EU) No 910/2014.

3. The application form referred to in paragraph 1 shall include the information

specified in the implementing act referred to in Article 35(3) point (b), to the extent

that it is necessary for the purposes of:

(a) company formation in the national business register;

(b) issuing the tax identification number, TIN and/or;

(c) issuing the VAT identification number;

(d) registering beneficial ownership information in the beneficial ownership

register.

4. The application form shall be accompanied by the articles of association, which may

use the EU templates referred to in Article 8. The founding shareholders shall sign

the articles of association by means of trust services in accordance with Regulation

(EU) No 910/2014.

5. The application form shall provide that persons applying to become directors declare

their consent to becoming directors, acknowledge their duties and declare whether

they are aware of any circumstances which could lead to a disqualification in the

Member State of registration.

6. The fast-track procedure referred to in Article 16 shall not apply if any of the persons

applying to become directors declare that any such circumstances exist, or if their

existence is ascertained during preventive controls.

7. The Commission shall ensure that where an EU Inc. is formed in accordance with

Articles 16 and 17, the EU central interface provides an automatic verification of

whether the proposed company name matches or is similar to a registered Union

trade mark, as referred to in Regulation (EU) 2017/100147, or national trade mark of

47 Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the

European Union trade mark (codification) (OJ L 154, 16.6.2017, pp. 1–99),

ELI: http://data.europa.eu/eli/reg/2017/1001/2025-12-01

EN 51 EN

a Member State, as referred to in Directive (EU) 2015/243648. Member States shall

ensure, where an EU Inc. is formed in accordance with Articles 18 with the business

register, that the register provides the automatic verification. To that end, BRIS shall

be interconnected, free of charge, with the trade mark IT tools developed by the

European Union Intellectual Property Office (EUIPO) in accordance with Article

152(1) point (b) of Regulation (EU) 2017/1001, which mandates the creation of

common or connected databases and portals for Union-wide consultation, search, and

classification purposes. Such interconnection shall also allow EUIPO to inform

applicants for a trade mark in the Union where the sign applied for is identical or

similar to the name of an EU Inc. registered prior to the date of the trade mark

application. Such information shall be provided for indicative purposes and shall not

prejudice the examination or registration of the trade mark.

Article 14

Preventive control

1. Member States shall ensure that the articles of association at the time of the

formation of the EU Inc. and any amendments to the articles of association shall be

subject to preventive administrative, judicial or notarial control, or any combination

thereof.

2. That control shall verify that:

(a) the formal requirements for the articles of association are fulfilled and, where

the EU templates referred to in Article 8 are used, that they are used correctly;

(b) the mandatory minimum content is included as specified in the Annex;

(c) the name and the object of the EU Inc. comply with the requirements of this

Regulation;

(d) the applicants have the necessary legal capacity and have authority to represent

the EU Inc. company;

(e) any considerations that are to be contributed to capital have been provided in

accordance with Article 64 (4), and, where applicable, that the additional

requirements for considerations in kind have been met in accordance with

Article 65.

Article 15

EU central interface

1. The Commission shall establish the EU central interface as part of the European

electronic access point to BRIS as referred to in Article 22 of Directive (EU)

2017/1132.

48 Directive (EU) 2015/2436 of the European Parliament and of the Council of 16 December 2015 to

approximate the laws of the Member States relating to trade marks (recast) (OJ L 336, 23.12.2015, pp.

1–26), ELI: http://data.europa.eu/eli/dir/2015/2436/2015-12-23

EN 52 EN

2. The Commission shall make available electronically in all Union languages the EU

templates referred to in Article 8, the application form referred to in Article 13 and

relevant detailed guidance for the registration of and filing by an EU Inc. on the EU

central interface.

3. Where an EU Inc. is formed through the EU central interface in accordance with

Articles 16 and 17, the Commission shall ensure that the interface, through BRIS,

transmits to the business register of the Member State of registration the application

form and the articles of association. That business register shall share such data with

national preventive control authorities.

4. The decision to register an EU Inc. in the national business register shall remain the

responsibility of the competent national authority in accordance with national law

compliant with the provisions of this Regulation and other Union law.

5. The EU central interface shall enable real-time tracking of the registration status of a

company.

6. The EU central interface shall provide information about the registration of

intellectual property rights, including trade marks and designs.

7. EU Inc. companies shall be able to file documents and information in accordance

with Article 25(1) and Article 27(1) through the EU central interface.

Article 16

Fast-track formation through the EU central interface

1. Where an EU Inc. is formed through the EU central interface the prospective

directors shall submit the application form referred to in Article 13 together with the

EU templates referred to in Article 8.

2. Member States shall ensure that the preventive control carried out in accordance

with Article 14 and the registration of the EU Inc. is completed within 48 hours from

the submission of the documents referred to in paragraph 1 through the EU central

interface and with a maximum cost of EUR 100 or equivalent sum in the currency

applicable in the Member State of registration.

In case of those Member States which have not adopted the euro, the amount in

national currency equivalent to the amount set out in subparagraph 1 shall be that

obtained by applying the exchange rate published in the Official Journal of the

European Union as at the date of the entry into force of any Regulation setting that

amount.

For the purposes of conversion into the national currencies of those Member States

which have not adopted the euro, the amount in euro specified in subparagraph 1

may be increased or decreased by not more than 5 % in order to produce round sum

amounts in the national currencies.

EN 53 EN

Article 17

Formation trough the EU central interface without using EU templates

1. Where an EU Inc. is formed through the EU central interface without using the EU

templates referred to in Article 8, the prospective directors shall submit the

application form referred to in Article 13 accompanied by the articles of association.

2. The preventive control carried out in accordance with Article 14 and the registration

of the EU Inc. shall be completed within 5 working days from submission of the

application form and the articles of association.

Article 18

Fully online formation with the business register

1. Where an EU Inc. is formed with the business register, the formation shall be carried

out fully online by using the application form in accordance with Article 13 and the

articles of association.

2. The preventive control shall be carried out in accordance with Article 14. Where the

EU templates referred to in Article 8 are used, the registration shall be completed

under the conditions laid out in Article 16 (2) and in other cases under the conditions

laid down in Article 17 (2).

Article 19

Formation of EU Inc. subsidiaries

1. A company listed in Annex II or IIB to Directive (EU) 2017/1132 or an existing EU

Inc. may form an EU Inc. as a subsidiary either through the EU central interface or

fully online with the business register in accordance with Articles 16, 17 and 18.

2. Where a company listed in Annex II or IIB to Directive (EU) 2017/1132 or an

existing EU Inc. forms an EU Inc. subsidiary, they shall not be requested to provide

any documents or information that are available in BRIS.

3. In case of registering a subsidiary in another Member State, the business register

registering the subsidiary shall automatically retrieve from BRIS and on the basis of

the EUID the information and documents about the company forming the subsidiary.

4. In case of registering of a subsidiary in the same Member State, the documents or

information about the company forming the subsidiary shall also be available in the

business register of that company.

Article 20

Once-only submission for authorities

1. Following the registration of an EU Inc., with the business register, that business

EN 54 EN

register shall immediately exchange in digital form the information about the EU

Inc., including its EUID, as well as the specific data for the purposes of obtaining the

tax identification number (TIN) and the VAT identification number and for the

beneficial ownership register received as part of the application form with the public

authorities in charge of issuing the TIN and the VAT identification number and the

beneficial ownership register in the Member State of registration. That business

register shall also exchange in digital form the information about the EU Inc. with

the social security authorities.

2. The EU Inc. shall not be required to provide the information referred to in paragraph

1 to the authorities and the beneficial ownership register referred to in paragraph 1.

3. The EU Inc. shall obtain the TIN and the VAT identification number from the public

authorities in charge of issuing them digitally and without delay. The EU Inc. shall

not be required to submit to those public authorities or to the beneficial ownership

register a separate application; nor shall it be required to provide them with

additional information unless it cannot be retrieved elsewhere and is strictly

necessary for the purposes of issuing the VAT identification number.

4. The business register shall transmit to the public authorities referred to in paragraph

1, automatically and digitally, any changes to the information about the EU Inc. that

those public authorities have received in accordance with paragraph 1.

Article 21

Creation through domestic and cross-border conversions, mergers or divisions

1. In addition to formation referred to in Articles 16 to 18, an EU Inc. may be created

by any of the following methods:

(a) the domestic conversion of an existing company;

(b) the domestic merger of existing companies;

(c) the domestic division of an existing company;

(d) the cross-border conversion, division or merger of limited liability company or

companies.

2. Creation of an EU Inc. by a domestic conversion shall be governed by the national

law applicable to the converting company.

3. Creation of an EU Inc. by a domestic merger or division of existing companies shall

be governed by the national law applicable to each of the merging companies or to

the dividing company.

4. A company or companies can only be involved in a domestic conversion, merger or

division as referred to in paragraphs 2 and 3, provided that two years have elapsed

since their registration or the first two sets of annual accounts have already been

approved for any such company.

5. Creation of an EU Inc. through a cross-border conversion, division or merger shall

EN 55 EN

be carried out in accordance with Chapters I, II and IV of Directive (EU) 2017/1132.

6. An EU Inc. may change into a national limited liability company in the Member

State where it is registered, in accordance with the methods set out in paragraph 1. In

case of a domestic operation as referred to in that paragraph, no decision on such an

operation can be taken before two years have elapsed since its registration or before

the first two sets of its annual accounts have been approved.

Article 22

Disqualified directors

1. Persons applying to become directors of an EU Inc. shall declare whether they are

aware of any circumstances which could lead to a disqualification in the Member

State concerned both in case of formation of an EU Inc and in case of filing

information about the appointment of a new director.

2. A person currently disqualified from acting as a director in another Member State

may not become a director of an EU Inc.

3. Member States shall ensure that they have rules on disqualification of directors.

Those rules shall include providing for the possibility to take into account any

disqualification that is in force, or information relevant for disqualification, in

another Member State. For the purpose of this Article, directors shall at least include

the persons referred to in Article 25(1), point (f).

4. Member States shall apply Article 13i (1), (3), (4), (6) and (7) of Directive (EU)

2017/1132 related to the exchange of information about persons applying to become

directors of an EU Inc. company.

Article 23

Signature of digital filing via EU central interface

1. Any documents and information filed via the EU central interface shall be signed by

means of trust services referred to in Regulation (EU) No 910/2014 or using the

signing function of the European Business Wallet referred to in [PO: Reference to

Proposal for a Regulation of the European Parliament and of the Council on the

establishment of European Business Wallets COM(2025) 838], if applicable.

2. Filings referred to in paragraph 1 include:

(a) any forms for the filings by or on behalf of the company;

(b) any resolutions of the general meeting;

(c) any resolutions of other company bodies;

(d) any personal declarations by the persons concerned or on behalf of them.

Article 24

EN 56 EN

Electronic filing agent

1. Using the digital EU power of attorney referred to in Article 31, an EU Inc. may

authorise a person (the “electronic filing agent”) to sign documents and submit

forms on its behalf through the EU central interface in accordance with this

Regulation.

2. The EU central interface shall verify automatically the digital EU power of attorney.

CHAPTER III - ACCESSIBILITY AND CROSS-BORDER USE OF EU INC.

INFORMATION

Article 25

Documents and information to be made available in the business register

1. The Member State of registration shall ensure that the following documents and

information filed by the EU Inc. in accordance with Article 27 are made publicly

accessible in the business register:

(a) the name and legal form of the EU Inc.;

(b) the registered office of the EU Inc., composed of street name, street number,

postal code and Member State where it is registered;

(c) where available, details of the electronic presence of the EU Inc.;

(d) the object of the EU Inc., describing its main activity or activities, expressed

using the relevant Statistical Classification of Economic Activities in the

European Community (NACE) code and, if any, further details on the object

or purpose of the EU Inc.

(e) the articles of association and a consolidated version after any amendment in

all language versions referred to in Article 7;

(f) the appointment, termination of office and information of the persons who

either as a body constituted pursuant to law, including the board of directors,

or as members of any such body:

i. are authorised to represent the EU Inc. in dealings with third parties and

in legal proceedings; it shall be apparent from the disclosure whether the

persons authorised to represent the EU Inc. may do so individually or are

required to act jointly;

ii. take part in the administration, supervision or control of the company;

(g) any decision to waive the experts’ report as referred in Article 65(5);

(h) the accounting documents for each financial year which are required to be

published in accordance with Council Directives 86/635/EEC and

91/674/EEC and Directive 2013/34/EU of the European Parliament and of

EN 57 EN

the Council;

(i) where an EU Inc. is or becomes a single-member company, the identity of

the sole member;

(j) the winding up of the EU Inc.;

(k) the appointment of liquidators, their information and their respective powers,

unless such powers are expressly and exclusively derived from law or from

the articles of association;

(l) any termination of a liquidation.

2. Member States shall ensure that the competent courts and other relevant public

authorities responsible under national law make available to the business register of

registration the following documents and information and that they are publicly

accessible in that business register:

(a) any declaration of nullity of the EU Inc.;

(b) any other decision related to the EU Inc. with universal effect which is

changing the documents or information under paragraph 1.

3. The Member State of registration shall ensure that the following documents and

information provided by the business register of registration are publicly accessible

therein:

(a) the registration number of the EU Inc. and its EUID;

(b) the status of the EU Inc., such as when it is closed, struck off the register, in

liquidation, wound up, dissolved or inactive;

(c) information on any branches opened by the EU Inc. in another Member

State including the name, registration number, EUID and the Member State

where the branch is registered, as resulting from the exchanges of

information between business registers through BRIS, the EU Company

Certificate referred to in Article 29.

4. Paragraphs 3 to 6 of Article 16, on reliability by third parties and machine

readability, and paragraphs 3 and 4 of Article 16a, on true copies and the use of trust

services, of Directive (EU) 2017/1132 shall apply.

5. Member States shall ensure that digital copies and extracts of the documents and

information provided by the register are compatible with the European Digital

Identity Wallet as provided for in Regulation (EU) 910/2014 and the Business

Wallets referred to in [PO: Reference to Proposal for a Regulation of the European

Parliament and of the Council on the establishment of European Business Wallets].

Article 26

Documents and information to be made available through BRIS

EN 58 EN

1. The following shall be made publicly available through BRIS

(a) the documents and information referred to in Article 25;

(b) the average number of employees of the EU Inc. during the financial year,

where national law requires such information to be made available in the

company’s financial statements and from the moment such information is

extractable as data

(c) the information about groups under Article 19b of Directive (EU)

2017/1132 which shall apply mutatis mutandis to EU Inc. companies;

(d) at least the information and documents listed in Article 25, 1, points a) to f)

and j), and paragraph 3 points a) to c) shall be publicly available free of

charge on the business register and on BRIS. The price of obtaining a copy

of the other documents and information listed in Article 25 shall not exceed

the administrative costs thereof, including the costs of development and

maintenance of business registers.

2. Article 19(3) of Directive (EU) 2017/1132 shall apply.

Article 27

Filing and up-to-date register documents and information

1. EU Inc. companies shall file all documents and information referred to in Article 25(1)

and Article 40(2) point (a) either through the EU central interface or directly with the

business register.

2. EU Inc. companies shall keep up to date their documents and information stored in the

business register. The changes shall be filed and the business registers shall be kept up

to date in accordance with Article 15 of Directive (EU) 2017/1132. The changes filed

shall be subject to preventive control in accordance with Article 14 of this Regulation.

3. Notwithstanding paragraph 2, an EU Inc. companies shall file amendments to the

articles of association within 5 days after the amendment resolution has been made.

Where filed amendments update the EU template referred to in Article 8, the

consolidated version of the articles of association shall be automatically created.

Where amendments to articles of association, without using the EU templates referred

to in Article 8, are filed, the consolidated articles of association shall also be filed. For

amendments within the EU template structure filed through the EU central interface

the deadlines and cost limit for the fast-track registration laid down in Article 16(2)

shall apply.

4. The documents and information referred to in Article 25(2), including any changes to

such documents and information shall be submitted by the competent court or the

public authority directly to the business register within the deadlines laid down in

Article 15 of Directive (EU) 2017/1132.

5. All filings of documents and information, including other than those referred to in

paragraph 1, with the business register shall be fully online and use electronic

identification means in accordance with Regulation (EU) No 910/2014 or Business

Wallets referred to in [PO: Reference to Proposal for a Regulation of the European

EN 59 EN

Parliament and of the Council on the establishment of European Business Wallets].

Article 28

Once-only principle for company data during the lifecycle of the EU Inc.

1. Where in the context of an administrative or judicial procedure, public authorities

need to consult specific information about the EU inc. which is publicly available

through BRIS and in the business register, the EU Inc. shall not be requested to

submit such information.

2. Paragraph 1 is without prejudice to the obligation laid down in Union or national law

to submit documents to complete procedural requirements or exceptionally and on a

case-by-case basis, where public authorities have reasonable grounds to suspect

abuse or fraud related the EU Inc. company.

3. Member States may establish optional access point for public authorities to have

access to BRIS in accordance with Article 22(5) of Directive (EU) 2017/1132.

Article 29

Duty to disclose the identity of companies and branches

1. The EU Inc.’s business related communication, regardless if in digital or paper form,

shall contain the following information:

(a) company name;

(b) EUID;

(c) address of the EU Inc.’s registered office;

(d) digital correspondence address of the EU Inc.;

(e) address of the EU Inc.’s digital presence, for example its website.

2. The EU Inc.’s digital presence shall indicate at least the information mentioned in the

first paragraph.

3. Paragraphs 1 and 2 shall also apply to the business-related communication by a branch

of an EU Inc. company registered in another Member State. In addition, that

communication shall include the Member State in which the branch is registered as

well as the EUID of that branch.

Article 30

EU Company Certificate

1. The business register of registration shall issue a multilingual EU Company Certificate

at the request of an EU. Inc. company. The EU Company Certificate shall be accepted

in all Member States as sufficient evidence, at the time of its issuance, of the

incorporation of the company and of the information contained therein.

2. Business registers shall issue the EU Company Certificate to the EU Inc. in

accordance with paragraphs Article 16b (1), (2) and (4) to (7) of Directive (EU)

EN 60 EN

2017/1132.

3. EU Company Certificate shall be compatible with the European Digital Identity

Wallets referred to in Regulation (EU) No 910/2014 and the European Business

Wallets referred to in [PO: Reference to Proposal for a Regulation of the European

Parliament and of the Council on the establishment of European Business Wallets],

where available.

Article 31

Digital EU power of attorney

1. The EU Inc. shall be able to use the digital EU power of attorney to carry out

procedures in another Member State in the scope of this Regulation, in particular

the formation of companies, the registration or closure of branches, and cross-

border conversions, mergers and divisions.

2. EU Inc. company can use a template, which exist in all official languages of the

Union, for the digital EU power of attorney to authorise a person to represent the

company in accordance with Article 16 (1) to (3) of Directive (EU)2017/1132.

3. The digital EU power of attorney shall be compatible for use with the European

Digital Identity Wallets referred to in Regulation (EU) No 910/2014 and the

European Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets] where available.

Article 32

Exemption from legalisation and any similar formality and related safeguards

1. Where digital copies and extracts of documents and information about an EU Inc.,

provided and certified as true copies by a business register, including certified

translations, and authenticated by means of trust services referred to in Regulation

(EU) No 910/2014 or by means of the European Business Wallets referred to in

[PO: Reference to Proposal for a Regulation of the European Parliament and of

the Council on the establishment of European Business Wallets], where available,

are to be presented in another Member State, they shall be exempted from

legalisation and any similar formality in accordance with Article 16d (1) of

Directive (EU) 2017/1132.

2. Where digital notarial acts, administrative documents, their certified copies and

translations issued in a Member State related to an EU Inc. and authenticated by

means of trust services as referred to in Regulation (EU) No 910/2014 or by means

of the European Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets], where available, are to be presented in another

Member State, they shall be exempted from all forms of legalisation and any

EN 61 EN

similar formality in accordance with Article 16d (3) of Directive (EU) 2017/1132.

3. Article 16d (3) of Directive (EU) 2017/1132 shall apply mutatis mutandis to the EU

Company Certificate referred to in Article 30 and the digital EU power of attorney

referred to in Article 31 and to the pre-conversion, pre-merger and pre-division

certificates transmitted in accordance with Articles 86n, 127a and 160n of Directive

(EU) 2017/1132.

4. Article 16e of Directive (EU) 2017/1132 shall apply mutatis mutandis where

authorities of other Member States than the Member State where digital copies and

extracts or digital notarial acts were provided, have reasonable doubt as to origin or

authenticity, including the identity of the seal or stamp, or have reason to consider

that a document has been forged or tampered with.

Article 33

Exemption of translation

1. Translation of copies or extracts of documents related to EU Inc. provided by the

business register shall not be required when the specific information needed about

EU Inc. can be accessed and consulted:

(a) in the articles of association of an EU Inc.; or

(b) in the EU Company Certificate referred to in Article 30; or

(c) through the system of interconnection of registers and is identifiable through

the explanatory labels referred to in Article 18 of Directive (EU) 2017/1132.

2. Without prejudice to paragraph 1, where the articles of association and other

documents related to EU Inc. provided by a business register, are to be presented in

another Member State, a certified translation can be required only when justified by

the purpose for which the document is to be used, such as to meet a mandatory

public disclosure requirement or to be presented in judicial proceedings, and it is

strictly necessary.

3. Where the submission of a certified translation is justified in accordance with

paragraph 2, that requirement shall be deemed fulfilled when the document is

translated by a AI translation agent approved by the relevant Member State. These

translation agents may be integrated as a functionality in the EU Business Wallet.

4. Member States shall decide which AI translation agents are to be approved for use

in their administrative and judicial procedures. The Member States shall

communicate the list of approved AI translation agents to the Commission

and publish it on the EU central interface. The Member States shall update the list

where relevant without undue delay.

Article 34

Central digital register

EN 62 EN

After the establishment of the EU central interface as referred to in Article 15, the

Commission shall develop it further towards a central digital register for EU Inc. companies.

For that purpose, the Commission shall be empowered to adopt implementing acts by [PO: 18

months from the date of application of this Regulation] in accordance with the examination

procedure referred to in Article 107 to lay down technical specifications of the central register

and to provide for optional guided forms and models for EU Inc. companies.

Article 35

Provisions related to BRIS

1. Documents and information referred to in Article 25 and 40 shall be available and

searchable through BRIS in all the official languages of the Union in accordance

with Article 18(3) of Directive (EU) 2017/1132.

2. The Commission and Member States shall ensure that the exchanges of information

and availability of digital copies of documents and information through BRIS under

Directive (EU) 2017/1132 apply to EU Inc. companies, unless this regulation

provides specific rules. The Commission shall amend the Implementing Regulation

2021/1042 to extend its application to EU Inc companies.

3. The Commission shall, by means of an implementing act, by [PO: the last day of

the 9th month after the date of entry into force of this Regulation], provide for the

following:

(a) establish the multilingual EU templates, including the technical

specifications and detailed list of data, as referred to in Article 8;

(b) establish the multilingual application forms as referred to in Article 13 and

Article 38, the automatic verification referred to in Article 13(7), including

the technical specifications and the detailed list of data;

(c) the detailed list of data to be transmitted for the purpose of exchanging

information between registers and the availability of documents and

information through BRIS, as referred to in Articles 15(3), 19(3), 26, 38(4)

and 40;

(d) the technical specifications on the compatibility between the EU Company

Certificate and the EU power of attorney as referred to in Articles 30 and 31,

with the Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the

establishment of European Business Wallets].

CHAPTER IV - CROSS-BORDER BRANCHES

Article 36

General principles

EN 63 EN

1. An EU Inc. that is registered in a Member State may open a branch in another

Member State.

2. Each branch of an EU Inc. company shall be registered with the business register of

the Member State in which that branch is to be opened.

Article 37

Branch registration

1. An EU Inc. may register a branch in another Member State through the EU central

interface by using the application form referred to in Article 38 and within the

deadlines and cost ceiling in accordance with Article 16(2).

2. An EU Inc. may register a branch in another Member State fully online with the

national business register of that Member State, using the application form referred

to in Article 38, in accordance with Article 28a (6) of Directive (EU) 2017/1132.

3. The exchange of information about the registered branch between the business

register of the branch and the business register of the EU Inc. shall be carried out in

accordance with Article 28a (7) of Directive (EU) 2017/1132.

Article 38

Branch application form

1. An application form shall be used for the registration of a branch of an EU Inc. in

another Member State through the EU central interface and with the national

business register. It shall be digital, machine readable and shall collect information

as structured data.

2. The application form shall be electronically signed by a director of the EU Inc.

identified through electronic identification means in accordance with Regulation

(EU) 910/2014 or Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets].

3. The application form shall include the information referred to of Article 40 (2)

point (b) as well as specific information needed for:

(a) issuing the tax identification number, TIN for the branch;

(b) issuing the VAT identification number for the branch.

(c) The business register registering the branch shall automatically retrieve from

BRIS and on the basis of the EUID the information about the EU Inc.

referred to in point Article 40 (2) point (a).

4. The EU Inc. registering the branch shall not be required to provide any information

and documents relevant for the branch registration procedure that are available in

BRIS.

EN 64 EN

Article 39

Once-only submission of branch and company data to authorities

1. Following the registration of a branch of an EU Inc., with the business register, that

business register shall immediately exchange in digital form the information about

the EU Inc., and the branch submitted as part of the application form, as well as

other relevant information available in that business register and through BRIS,

including the EUID allocated to the branch, to the public authorities in charge of

issuing the TIN and the VAT identification number and the beneficial ownership

register. That business register shall also exchange in digital form the information

about the EU Inc. and the branch with the social security authorities.

2. The EU Inc. and its branch shall not be required to provide any information

available in the business register of the branch, available through BRIS or included

in the application form, to the public authorities and the beneficial ownership

register referred to in paragraph 1.

3. The cross-border branch of the EU Inc. shall obtain the TIN and the VAT

identification number from the authorities in charge of issuing them electronically

and without delay. Neither the EU Inc. nor its branch shall be required to submit a

separate application to those public authorities or to provide additional information

unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of

issuing VAT identification number.

4. The business register referred to in paragraph 1 shall transmit the public authorities

referred to in paragraph 1, automatically and digitally, any changes to the

information about an EU Inc. that those public authorities have received in

accordance with paragraph 1.

Article 40

Availability of documents and information regarding branches

1. Information and documents about a branch registered by an EU Inc. which is

governed by the law of another Member State shall be publicly available in the

business register of the branch in accordance with Article 16 (3) to (6) of Directive

(EU) 2017/1132 and through BRIS.

2. The compulsory disclosure shall cover the following information only:

(a) about the branch:

i. the name of the branch;

ii. the address of the branch;

iii. the activities of the branch;

iv. the appointment and information about the persons who are authorised to

represent the company in dealings with third parties and in legal

EN 65 EN

proceedings as permanent representatives of the company for the activities

of the branch, with an indication of the extent of their powers;

(b) about the EU Inc.:

i. the business register of the EU Inc.;

ii. the name of the EU Inc.;

iii. the legal form of the EU Inc.;

iv. the registered office of the EU Inc.;

v. the registration number of the EU Inc.;

vi. the EUID of the EU Inc.;

vii. the appointment and information about the persons who are authorised to

represent the company in dealings with third parties and in legal

proceedings as a company organ constituted pursuant to law or as

members of any such organ, in accordance with the disclosure by the

company as provided for in Article 25;

viii. the winding-up of the EU Inc., the appointment of liquidators, information

concerning them and their powers and the termination of the liquidation in

accordance with disclosure by the EU Inc. as provided for in Article 25;

ix. insolvency proceedings, arrangements, compositions, or any analogous

proceedings to which the EU Inc. is subject;

x. the closure of the branch.

3. The automatic exchange of information between the business register where the

company is registered and the register of the branch under Article 30a of Directive

(EU) 2017/1132 shall apply to the changes of information about the EU Inc.

4. The automatic exchanges of information between the business register where the

company is registered and the register of the branch under Articles 20, 28c and 34

of Directive (EU) 2017/1132 shall apply mutatis mutandis to EU Inc. companies

and their cross-border branches.

Article 41

Cross-border mobility

An EU Inc. shall carry out cross-border conversions, divisions and mergers in accordance

with Chapters I, II and IV of Directive (EU) 2017/1132.

CHAPTER V – ORGANISATION

Article 42

Company bodies

EN 66 EN

1. The articles of association shall lay down the rules concerning the organisation of

the EU Inc. company and the conditions under which it is managed.

2. The company shall have a board of directors, which shall be responsible for the

management of the company. The board of directors shall consist of one or more

natural persons (directors). At least one of the directors shall be resident in the

Union.

3. The board of directors may exercise all the powers of the company that are not

required, by the applicable rules in accordance with Article 4, to be exercised by the

general meeting or by another statutory body.

4. The general meeting shall have the power to appoint and dismiss directors at any

time and to approve the annual accounts and to exercise other matters specified in

this Regulation and in the articles of association. The general meeting may give

instructions to the board of directors. Those instructions shall be binding on the

board of directors, unless they are contrary to the applicable rules in accordance

with Article 4.

Article 43

Representation of the company

1. The EU Inc. company shall be represented by its directors. If the EU Inc. company

has several directors, they shall represent the company jointly and shall be referred

to as ‘co-directors’.

2. The articles of association may provide, or the general meeting may decide, that,

where the company has several directors, all or certain directors represent the

company individually. Such limitation of the power of representation may only be

relied upon against third parties where it is made publicly available in accordance

with Articles 25 and 27.

3. Other limitations on the powers of representation of the directors arising from the

articles of association or from a decision of a statutory body may not be relied upon

against third parties.

4. The EU Inc. company shall be bound by the acts performed by its directors, even

where those acts are beyond the scope of its object.

5. The directors may delegate any of their powers to individuals who, in exercising the

delegated powers, shall adhere to any legal obligations imposed on directors.

Article 44

Directors’ duties

1. Without prejudice to further obligations that may apply in specific situations, a

director shall have the duty to always act:

(a) in accordance with the company’s articles of association;

(b) in good faith and in the best interests of the company;

(c) with reasonable care, skill and diligence.

EN 67 EN

2. A director shall be liable to the company for any act or omission in breach of a duty

deriving from this Regulation, the articles of association or a resolution of the

general meeting which causes loss or damage to the company.

3. A director shall not be liable to the company:

(a) for any damage or loss incurred by the company resulting from a business

decision provided that he or she acted in good faith, exercised the care that

a reasonably prudent person would use, and had the reasonable belief that he

was acting in the best interests of the company;

(b) for any damage or loss incurred by the company resulting from an action taken

based on a lawful resolution of the general meeting.

4. The liability of directors shall be further governed by the applicable national law.

Article 45

Directors´ conflicts of interest

1. Unless otherwise provided in the articles of association, a director shall inform the

board of directors or, in the event of a sole director that is not at the same time the

only shareholder, the general meeting, of any matter that may involve a conflict of

interest between the director’s own interest and the company’s interest.

2. A director shall refrain from taking part in a decision relative to a matter in which he

or she has a conflict of interest, unless the general meeting or the articles of

association have authorised the director to take part in such decision.

Article 46

Related party transactions

1. The articles of association may:

(a) require that certain or all transactions between the EU Inc. and all or certain

directors, shareholders or related parties are approved by or brought to the

attention of the board of directors, the general meeting or of the directors or

shareholders not involved in those transactions;

(b) specify related party transactions that, due to their purpose, price or any other

feature of the transaction, are deemed to conflict with the EU Inc. company’s

best interests and shall not be concluded.

2. When a transaction is concluded with a director or a shareholder in breach of the

relevant provisions of the articles of association adopted pursuant to paragraph 1, that

director or shareholder concerned shall be liable for any damage caused to the EU

Inc. company as a result of that transaction.

3. In case an EU Inc. is a single-member company, contracts between the sole member

and the company as represented by that sole member shall be drawn up in writing,

except for contracts related to current operations concluded under normal conditions.

Article 47

Meetings and voting by electronic means

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1. The general meeting and meetings of the board of directors may be held fully online

or in hybrid form. Member States shall not impose any requirements or conditions

restricting the ability to hold meetings and vote by electronic means.

2. The board of directors shall determine the electronic communication means to be

used.

3. In case of online and hybrid general meetings, the company shall ensure that

shareholders are able to:

(a) attend and participate in the meeting in real-time;

(b) exercise their voting rights;

(c) be identified by electronic means considered valid by the board of directors to

ensure the authenticity of the participation.

Article 48

Written resolutions

1. Decisions of shareholders shall be adopted at the general meeting, unless the articles

of association provide that decisions may be adopted without a meeting by means of

written resolutions or all shareholders agree in writing to cast votes in writing.

2. A written resolution is passed when the required majority of shareholders holding

eligible votes has signed it. The majority required shall be the same as that required

for a decision adopted at a general meeting.

3. Written resolutions may be adopted by electronic means provided that:

(a) the text of the proposed resolution is sent or made available digitally to all

shareholders;

(b) their consent is expressed in a durable and verifiable manner (including by

simple digital exchange); and

(c) the identity of the persons expressing consent can be reliably established.

4. Written resolutions adopted in accordance with this Article shall have the same legal

effect as decisions adopted at a general meeting.

5. In case an EU Inc. is a single-member company, decisions adopted by the sole

shareholder exercising the powers of the general meeting shall be drawn up in

writing.

Article 49

Quorum and majorities

1. The quorum for shareholders’ decisions shall be constituted by the holders of a

simple majority of the shares entitled to vote, present or represented at the meeting,

unless the articles of association provide otherwise.

2. Shareholders’ decisions shall be adopted by a simple majority, unless the articles of

association provide otherwise.

3. Amendments to the articles of association shall be adopted by a qualified majority of

two-thirds of the votes cast, unless the articles of association provide otherwise. In

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case an amendment increases the financial commitments or liability of a shareholder,

such an amendment shall also require the express consent of that shareholder.

Article 50

Amendment of the articles of association

1. The articles of association of the EU Inc. may be amended by a decision of the

general meeting adopted in accordance with Article 49(3).

2. The board of directors may make editorial changes of non-substantive nature to the

articles of association without a decision of the general meeting.

Article 51

Protection of class rights

1. Where a decision of the general meeting or of the board of directors would modify or

alter the specific rights, preferences, or privileges attached to a class of shares, such

decision shall not take effect without the approval of the holders of that class.

2. Unless otherwise provided in the articles of association, the following events shall

amongst other be deemed to modify or alter the rights of a class:

(a) reducing the nominal value (if any) or the dividend rights of that class;

(b) altering the order of priority for distribution of profits or liquidation proceeds;

(c) creating a new class of shares having rights superior to the rights attached to an

existing class.

3. Unless the articles of association provide otherwise, the approval referred to in

paragraph 1 shall require the qualified majority of two-thirds of the votes cast within

the impacted class of shares.

Article 52

Withdrawal of a shareholder

1. Upon application by a shareholder of an EU Inc. company, the competent court shall

order the EU Inc. and the other shareholders to acquire that shareholder’s shares if it

finds that the company’s affairs are being or have been conducted in a manner

oppressive to him or her.

2. The application referred to in paragraph 1 shall be filed against the EU Inc. company

and all other shareholders.

3. Where the competent court finds in favour of the applicant, the EU Inc. company

shall, on the account of the other shareholders and in proportion to the number of

shares they hold, purchase the shares held by the applicant at a price corresponding

to the fair value determined by the court on the date of service of the application

referred to in paragraph 1. The court shall also specify the period within which the

share price is to be paid to the outgoing shareholder, together with interests accrued

from the date of service of the application.

4. The EU Inc. and the other shareholders are jointly and severally liable for the

payment of the share price referred to in paragraph 3.

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CHAPTER VI – DIGITAL REGISTER, SHARES AND SHARE TRANSFERS

Article 53

Registered shares

1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register

of shares. The registration of shares into the digital register of shares shall have

constitutive effect and evidence the ownership of the shares.

2. The articles of association may provide that shares are issued, recorded and

transferred using distributed ledger technology or other digital solutions.

3. The EU Inc. company shall not have bearer shares.

Article 54

Digital register of shares

1. Every EU Inc. shall create upon registration and maintain an up-to-date digital

register of shares, ensuring the integrity and security of the register, which shall

contain at least the following information:

(a) the identity and address of all the shareholders;

(b) the identifier assigned for each share;

(c) if shares have a nominal value, their nominal value;

(d) the date of subscription of each share;

(e) if applicable, that the share is redeemable;

(f) the amount of each consideration in cash, if any, paid or to be paid, by the

shareholder concerned;

(g) the value and nature of each consideration in kind, if any, provided or to be

provided by the shareholder concerned;

(h) the date of acquisition of transferred shares;

(i) the sequence number assigned to each share transfer;

(j) where there are multiple classes of shares, the class of each share;

(k) where a share is owned by more than one shareholder, identity and address of a

common representative;

(l) if any, the information about encumbrances, pledges, or restrictions on the

shares and the name of their beneficiaries.

2. The digital register of shares shall be accessible to any shareholder and any other

interested party with a legitimate interest, in accordance with Regulation (EU)

2016/679.

3. At the request of a shareholder and after each transfer of shares, the EU Inc.

company shall deliver, without undue delay, a digital share certificate to the new

shareholder. The digital share certificate shall confirm the entitlement of that person

to the status of a shareholder.

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4. The digital share certificate shall contain the following elements:

(a) an excerpt from the digital share register regarding all the information specified

in paragraph 1 concerning the ownership of the shareholder requesting the

certificate,

(b) the main legal information concerning the EU Inc., including at least its

registered office, its EUID and the total number of its shares,

(c) a digital timestamp providing a certain date for the entry in the register,

(d) a statement regarding any recorded encumbrances, pledges, or restrictions on

the shares.

(e) Member States shall not impose any additional requirements concerning the

minimum content or form of the digital share certificate.

5. The digital share certificate shall be dated using a qualified electronic time stamp,

and sealed using a qualified electronic seal or signed using qualified electronic

signature by the company or a member of the board of directors, or a person

authorised by the board of directors, in accordance with Regulation (EU) No

910/2014 or Business Wallets referred to in [PO: Reference to Proposal for a

Regulation of the European Parliament and of the Council on the establishment of

European Business Wallets].

The digital share certificate may be compatible with the European Digital Identity

Wallet [PO: Reference to Proposal for a Regulation of the European Parliament and

of the Council on the establishment of European Business Wallets].

Article 55

Equality of shares and classes of shares

1. All shares in the EU Inc. company shall carry equal rights and obligations unless

otherwise provided in accordance with paragraph 2. Shareholders in the same

position shall be afforded equal treatment by the EU Inc. company.

2. The articles of association may provide for multiple classes of shares with non-

identical rights and obligations attached to them. Shares carrying the same rights and

obligations shall constitute one class.

3. The rights and obligations referred to under the first subparagraph may amongst

other include preferences in the distribution of profits or liquidation proceeds, veto

rights, multiple voting rights, the exclusion of voting rights, other specific

governance rights for certain classes of shares, and obligations or rights related to the

transfer of shares.

Article 56

Exercise of shareholder rights

1. Shareholder rights related to a share shall take effect upon entry of the information

listed in Article 54(1) into the digital register of shares.

2. If several persons hold a share jointly, they shall appoint a common representative to

exercise shareholder rights in the company. The co-holders of a share continue to be

jointly and severally liable for the commitments attached to this share.

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3. The EU Inc. company shall provide shareholders with sufficient information

regarding the items on the agenda of the general meeting prior to that meeting.

4. Every shareholder shall have the right to ask questions related to items on the agenda

of the general meeting. The company shall answer such questions, provided that the

disclosure of the requested information is not deemed by the board of directors to

cause material damage to the company or to be contrary to law.

5. The articles of association may provide that certain or all shareholders shall be

entitled to examine the financial books of the company at their request.

6. Shareholders holding at least one-tenth (1/10) of the number of shares may at any

time request the competent court or administrative authority to appoint an

independent expert to carry out an investigation on suspicions of a material breach of

law or of the articles of association by the company. The request shall state the

specific grounds for suspicion and the purpose of the investigation.

The articles of association may grant the right set out in subparagraph 1 to individual

shareholders or to shareholders holding less than one-tenth of the number of shares.

7. The competent court or administrative authority shall determine the scope of the

investigation referred to in paragraph 6. The expert shall be allowed access to the

company’s documents and records by the company and to require information from

the board of directors for the purpose of the investigation. The expert shall submit a

report on the result of the investigation which shall be made available to all

shareholders. The report shall not include trade secrets or sensitive commercial

information.

8. The remuneration of the independent expert referred to in paragraph 6 shall be paid

by the company. The articles of association may provide that shareholders requesting

an investigation shall reimburse the company for the remuneration where the report

does not establish any material breach of law or of the articles of association.

Article 57

Voting rights

1. One share shall always carry one vote unless otherwise provided in the articles of

association.

2. A shareholder may not vote differently on different shares, unless otherwise provided

in the articles of association.

3. The articles of association may provide that a share carries no voting rights or that a

share does not carry a vote in certain matters dealt with by the general meeting.

4. In a matter where a share does not carry a vote as referred to in paragraph 3, that

share shall not be taken into account when calculating the quorum and majority

required for a decision of the general meeting.

Article 58

Transfer of shares

1. Shares in the EU Inc. shall be freely transferable unless otherwise provided by the

articles of association.

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2. The transferee and the transferor shall be jointly liable to the company for any

consideration for shares that is still outstanding at the time of transfer.

Article 59

Digital procedure for the transfer of shares

1. The transfer of shares and the registration of a transfer of shares in the digital register

of shares may be concluded fully online.

2. Member States shall not impose any requirements or conditions restricting the ability

to conclude the transfer of shares and the registration of a transfer of shares fully

online.

3. The transfer of shares shall be deemed to be valid through an agreement sealed using

a qualified electronic seal or signed using qualified electronic signature within the

meaning of Regulation (EU) No 910/2014, including through the European Business

Wallets as referred to in [PO: Reference to Proposal for a Regulation of the

European Parliament and of the Council on the establishment of European Business

Wallets].

4. Where a party is unable to provide a qualified electronic seal or a qualified electronic

signature referred to in sub-paragraph 1, the transfer may be concluded via an

advanced electronic signature or advanced electronic seal within the meaning of

Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity

verified through a qualified trust service provider within the meaning of Regulation

(EU) No 910/2014.

5. Member States shall not impose any additional formalities, including a requirement

for a notarial deed, for the transfer to be legally valid.

6. The transfer of shares shall only become effective once it has been recorded in the

digital register of shares. Both parties to the share transfer shall notify the share

transfer to the EU Inc. company in writing through digital means and submit the

signed agreement along with the information specified in Article 54(1).

7. Upon receipt of a complete notification of a share transfer, the EU Inc. company

shall review the documentation to verify the legal title of the transferor to transfer the

share and compliance with the company’s articles of association.

8. The EU Inc. company shall register the transfer in its digital register of shares or

inform the parties to the agreement on the grounds for refusing the registration within

three working days of receiving the complete notification under paragraph 4.

9. The EU Inc. company shall issue a digital share certificate to the new shareholder

immediately upon registering the transfer in the digital register of shares.

10. Any rectification of the data recorded in a digital register of shares in cases of

manifest errors, technical errors, fraud, or where the company fails to record a

validly executed transfer shall be carried out in accordance with national law.

Article 60

Access to public markets for shares

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1. Member States shall not prohibit an EU Inc. company from seeking admission to

trading of its shares on a multilateral trading facility, provided that the company

complies with the applicable requirements under Union and national laws.

2. An EU Inc. company may seek admission to trading of its shares on a regulated

market where Member States provide for that possibility in their national legislation

and subject to compliance with the applicable requirements under Union and national

laws.

CHAPTER VII – FINANCING

Article 61

Non-par value of shares

1. Unless otherwise provided in the articles of association, the shares of the EU Inc.

company shall have no nominal value and shall not represent a fraction of the

company’s capital (non-par value shares).

2. Where the articles of association provide for a nominal value of shares (par value

shares), the nominal value shall represent the fractional value of the company’s

capital. All shares in the company shall have the same nominal value.

3. An EU Inc. company shall not have both shares with and without a nominal value.

Article 62

Amount of capital

1. The company is not required to have a minimum amount of capital nor is it required

to build up capital or legal reserves over time.

2. The capital of the company shall be expressed in euro or, in Member States in which

the official currency is not the euro, the official currency of the Member State of

registration.

3. Where the company issues shares with a nominal value, the contribution to capital

for each share shall be equal to its nominal value. The capital shall be fully

subscribed.

Article 63

Maintenance of equity

1. The assets of the company required to maintain the capital shall not be distributed to

the shareholders, unless the capital is reduced in accordance with Art. 77.

2. Any consideration or part of a consideration for shares that is not contributed to

capital shall not be subject to the restriction under paragraph 1 and shall be freely

distributable in accordance with Article 72, unless otherwise provided in the articles

of associations or a decision to issue new shares.

Article 64

Consideration for shares

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1. Shareholders shall provide the agreed consideration for shares in accordance with the

articles of association or the decision to issue new shares.

2. The consideration for shares may take the form of any transfer of economic value,

including cash payments and payments in kind in accordance with the requirements

laid down in Article 65.

3. Shares may be issued against consideration to be contributed to capital or

consideration not to be contributed to capital, or a combination of both.

4. Any part of the consideration that is to be contributed to capital shall be fully

provided upon issue of the shares.

5. For any part of the consideration that is not a contribution to capital, the articles of

association or the decision to issue new shares may provide that the consideration has

to be provided within a specified time period or upon request by the company. In any

case, the consideration shall be provided in full at the latest five years from the date

of the issuance of the shares.

Article 65

Requirements for in-kind considerations

1. Considerations in kind may be contributed to capital, unless they take the form of an

undertaking to perform work or supply services.

2. All in-kind considerations for shares shall have a determinable value. The value of

in-kind considerations for the first shares shall be specified in the articles of

association. Where new shares are issued against a consideration in kind, the value of

the consideration shall be specified in the decision on the issuance of the shares.

3. A report by one or more independent experts appointed or approved by an

administrative or judicial authority shall be drawn up before the issuance of shares

against a consideration in kind.

4. The experts' report referred to in paragraph 3 shall contain at least a description of

each of the assets comprising the consideration as well as of the methods of valuation

used and shall state whether the values determined by the application of those

methods correspond at least to the value specified in accordance with paragraph 2.

The report shall be filed and made publicly available in the business register.

5. The articles of association or a decision of the general meeting adopted with the

same majority as required for amendments to the articles of association may waive

the requirement for the experts’ report referred to in paragraph 3 for in-kind

considerations or parts thereof that are not to be contributed to capital. A decision to

waive the experts’ report shall be filed and made publicly available in the business

register.

6. Where an in-kind consideration has been significantly overvalued in relation to its

fair value on the date on which the shares were subscribed, the shareholder who has

provided such consideration shall compensate the company for the shortfall.

Article 66

Issuance of first shares

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1. The subscriptions for the first shares shall be declared in the articles of association.

2. The first shares shall be registered in the digital register of shares at the time of its

creation.

Article 67

Issuance of new shares

1. The general meeting shall decide on the issuance of new shares.

2. The articles of association may authorise the board of directors or another company

body to decide on the issuance of new shares up to a specified maximum number of

shares. The authorisation may empower the board of directors or another company

body to restrict or exclude pre-emption rights on new shares issued against cash

consideration.

3. The decision on the issuance of new shares shall set out the number of shares to be

issued, the consideration for a share and if any part of the consideration is to be

contributed to capital.

4. Subscriptions for new shares may be concluded fully online. Member States shall not

impose any requirements or conditions restricting the ability to conclude

subscriptions for new shares fully online, including requirements for subscribers of

shares to apply for a tax identification number in person.

5. A subscription shall be deemed to be valid through an agreement between the

company and the subscriber sealed using a qualified electronic seal or signed using

qualified electronic signature within the meaning of Regulation (EU) No 910/2014.

6. Where the subscriber is unable to provide a qualified electronic seal or a qualified

electronic signature referred to in subparagraph 1, the agreement may be concluded

via an advanced electronic signature or advanced electronic seal within the meaning

of Regulation (EU) No 910/2014, provided it is accompanied by evidence of identity

verified through a qualified trust service provider within the meaning of Regulation

(EU) No 910/2014.

Member States shall not impose any additional formalities, including a requirement

for a notarial deed, for the subscription to be legally valid.

7. A subscription for new shares shall indicate the subscriber, the share issue decision

on which the subscription is based, the shares that are being subscribed for, any

consideration to be paid and if any part of the consideration is to be contributed to

capital.

8. The board of directors shall register newly subscribed shares without undue delay

once any consideration immediately due upon subscription has been fully paid and

all terms of subscription have been met.

9. The board of directors shall update the number of shares and, where a contribution to

capital is made, the amount of capital indicated in the articles of association in

accordance with Article 27.

Article 68

Instruments entitling to new shares

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1. The general meeting shall decide on the issuance of convertible instruments,

warrants or other instruments entitling to new shares.

2. The articles of association may authorise the board of directors or another company

body to decide on the issuance of instruments entitling to new shares up to a

specified number of new shares. The authorisation may empower the board of

directors or other company body to restrict or exclude pre-emption rights on

instruments entitling to new shares.

3. The decision on the issuance of instruments entitling to new shares shall set out the

purpose of the issuance, the persons or group of persons to whom the instruments are

offered, the number of instruments to be issued, any consideration to be paid for the

instruments and the terms for the exchange for or subscription for new shares.

4. The board of directors shall decide on the issuance of new shares for the purpose of

satisfying claims arising from instruments entitling to new shares. The requirements

for new shares laid down in Articles 64, 65 and 67(3) to (8) shall apply for the

issuance of those shares. An exchange of claims for new shares by means of a

convertible instrument shall be deemed a consideration in cash. Where the

company’s shares have a nominal value, any difference between the nominal share

value and a lower issue price of a convertible instrument may be covered by funds

that are determined by the board of directors to be available for distribution in

accordance with Article 72.

Article 69

Pre-emptive rights

1. Unless otherwise specified in the articles of association, new shares issued against a

consideration in cash or instruments entitling to new shares as referred to in Article

68 shall be offered on a pre-emptive basis to the shareholders in proportion to their

shareholding. Shareholders shall have no pre-emptive rights on new shares issued to

satisfy claims arising from instruments entitling to new shares.

2. Shareholders may exercise their pre-emptive right within fourteen (14) days of the

offer.

3. When deciding on an issuance of new shares or of instruments entitling to new

shares as referred to in Article 68, the general meeting or the board of directors

where it is authorised in accordance with Articles 67(2) or 68(2) may modify or

exclude the pre-emptive rights for that issuance.

Article 70

Capital increase

1. The capital may be increased in the following ways:

(a) by issuing new shares against consideration in the form of contributions to

capital, as provided in Article 64;

(b) by converting reserves to capital (capital increase from reserves).

2. The capital shall be considered to have been increased once the increase has been

made publicly available in the business register.

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Article 71

Capital increase from reserves

1. The general meeting shall decide on a capital increase from reserves.

2. The articles of association may authorise the board of directors or another company

body to decide on the capital increase from reserves.

3. The decision on the capital increase from reserves shall indicate the amount of the

increase and the reserves to be converted to capital. Reserves earmarked for a

specific purpose shall not be converted to capital unless that conversion to capital is

compatible with their purpose.

4. The board of directors shall update the amount of capital and, where the shares of the

company have a nominal value, the nominal value indicated in the articles of

association in accordance with Article 27.

Article 72

Distributions

1. The general meeting shall decide on distributions.

2. The articles of association may authorise the board of directors or another company

body to decide on distributions.

3. The decision on a distribution shall only take effect if the board of directors certifies

in a statement signed by all directors that, based on the most recent financial

statements and after thoroughly examining the company’s current and future affairs,

it has formed the reasonable opinion that following the distribution,

(a) the total amount of assets as set out in the most recent balance sheet would

remain greater than the total amount of liabilities and capital (balance sheet

test), and

(b) the company will be able to pay its debts as they fall due in the normal course

of business in the 12 months following the date of the distribution (solvency

test).

4. Where the company carries out a distribution in violation of paragraphs 1, 2 or 3 or

where the directors signing the statement referred to in paragraph 2 knew or, in view

of the circumstances, should have known at the time of the statement that, following

the distribution, the total amount of assets of the company would not remain greater

than the total amount of liabilities and capital or that the company would no longer

be able to pay its debts in the 12 months following the date of distribution, they shall

be jointly and severally liable to the company for all damages resulting from the

distribution.

5. Where a shareholder has received a distribution carried out in violation of paragraphs

1, 2 or 3 or where the shareholder knew or, in view of the circumstances, should have

known at the time of the distribution that, following the distribution, the total amount

oft assets of the company would not remain greater than the total amount of

liabilities and capital or that the company would no longer be able to pay its debts in

the 12 months following the date of distribution, the shareholder shall be required to

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return the distribution to the company to the extent that commitments entered into

with creditors so require.

Article 73

Subscription of own shares

1. The shares of a company shall not be subscribed for by the company itself. Shares

subscribed for in the company’s name in contravention of this paragraph are deemed

to be subscribed for by the founders or, in case of an issuance of new shares, by all

directors, who shall be jointly and severally liable for the consideration for the

shares.

2. If the shares of a company have been subscribed for by a person acting in his or her

own name, but on behalf of the company, the person shall be deemed to have

subscribed for them for his or her own account.

Article 74

Acquisition of own shares

1. The general meeting shall decide on the acquisition of the company’s own shares for

consideration or on the acceptance of own shares as security.

2. The articles of association may authorise the board of directors or another company

body to decide on the acquisition of own shares for consideration or on the

acceptance of own shares as security up to a specified maximum number of shares.

3. The company may not acquire its own shares or accept them as security before the

consideration for them has been fully paid.

4. The company shall only acquire its own shares for consideration out of funds that are

determined by the board of directors to be available for distribution in accordance

with Article 72.

5. The company shall only accept its own shares as security if the amount of the claims

to be secured or, where the value of the shares taken as security is lower than the

amount of claims to be secured, that value does not exceed the amount of funds

available for distribution.

Article 75

Treatment of own shares

1. The company may hold its own shares in treasury, transfer them in accordance with

Articles 58 and 59 or cancel them.

2. The company shall not have any rights attached to own shares held in treasury.

3. The general meeting decides on the cancellation of own shares.

4. The articles of association may authorise the board of directors or another company

body to decide on the cancellation of own shares.

5. Where the company’s shares have a nominal value, the amount of the company's

capital shall be reduced accordingly by the nominal amount of the shares cancelled.

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Upon cancellation of own shares, the company shall transfer an amount in the

aggregate nominal value of the cancelled shares to a reserve, which shall be treated

as if it were part of the company’s capital.

6. Upon cancellation of own shares, the board of directors shall update the number of

shares and, where the company’s shares have a nominal value, the amount of capital

indicated in the articles of association in accordance with Article 27.

Article 76

Redeemable shares

1. The company may issue new shares that can be redeemed against the company

(redeemable shares). The shares may be redeemable at the option of the company, of

the shareholder, or of both, according to the decision on the issuance of the

redeemable shares.

2. Redeemable shares shall be issued in accordance with Article 67. In addition to the

elements referred to in Article 67(3) and (6), the decision on the issuance of

redeemable shares and the subscription for such shares shall set out the conditions

and manner of redemption and the redemption price or the basis for the

determination of the redemption price.

3. Redeemable shares shall only be issued as long as the company has non-redeemable

shares. Non-redeemable shares shall not be turned into redeemable shares after their

issuance.

4. Redeemable shares shall only be redeemed if they have been fully paid up.

5. Upon redemption, redeemable shares are cancelled and the redemption price

becomes payable to the shareholder.

6. The redemption price shall only be paid out of funds that are determined by the board

of directors to be available for distribution in accordance with Article 72.

7. Redeemed shares shall be cancelled in accordance with Article 75(5) and (6). The

board of directors shall be deemed authorised to cancel redeemed shares.

Article 77

Capital reduction

1. The general meeting shall decide on a capital reduction.

2. The decision on the capital reduction shall indicate the purpose, the way in which the

reduction is to be carried out and the amount of the reduction.

3. The decision on a capital reduction shall only take effect if the board of directors

certifies in a statement signed by all directors that, based on the most recent financial

statements and after thoroughly examining the company’s current and future affairs,

it has formed the reasonable opinion that following the reduction,

(a) the total amount of assets as set out in the most recent balance sheet would

remain greater than the total amount of liabilities after the capital reduction

(balance sheet test), and

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(b) the company will be able to pay its debts as they fall due in the normal course

of business in the 12 months following the date of the capital reduction

(solvency test).

The statement of the board of directors on the balance sheet and solvency test shall

be accompanied by a report of an independent expert appointed or approved by an

administrative or judicial authority, stating that the expert has inquired into the

company’s state of affairs and is not aware of anything to indicate that the statement

is unreasonable.

Sub-paragraphs 1 and 2 shall not apply where the capital is reduced for the sole

purpose of covering losses that cannot be covered from other equity or for the

purpose of increasing the capital at the same time at least by the amount of the

reduction. The articles of association may authorise the board of directors or another

company body to decide on a capital reduction for these purposes.

4. The board of directors shall update the amount of capital and, if applicable, the

nominal value of shares in the articles of association in accordance with Article 27.

The capital is considered to have been reduced once the reduction has been made

publicly available in the business register.

5. Where the company carries out a capital reduction in violation of paragraphs 1 to 3

or where the directors signing the statement referred to in paragraph 3 knew or, in

view of the circumstances, should have known at the time of the statement that,

following the capital reduction, the total amount of assets of the company would not

remain greater than the total amount of liabilities after the capital reduction or that

the company would no longer be able to pay its debts in the 12 months following the

date of capital reduction, they shall be jointly and severally liable to the company for

all damages resulting from the capital reduction.

6. Where a shareholder has received a distribution out of capital carried out in violation

of paragraphs 1 to 3 or where the shareholder knew or, in view of the circumstances,

should have known at the time of the distribution that, following the distribution, the

total amount of assets of the company would not remain greater than the total amount

of liabilities or that the company would no longer be able to pay its debts in the 12

months following the date of distribution, the shareholder shall be required to return

the distribution to the company to the extent that commitments entered into with

creditors so require.

CHAPTER VIII – EU EMPLOYEE STOCK OPTION PLAN

Article 78

EU-ESO

1. The company may establish an EU employee stock option plan (EU-ESO) under

which it issues warrants to eligible persons.

2. Eligibility for warrants issued under the EU-ESO shall be restricted to members of

the board and employees of the company and its subsidiaries. Warrants under the

EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the

company corresponding to more than 25 per cent of the voting rights or rights in the

proceeds of the company or have held such shares in the 24 months preceding the

issuance.

EN 82 EN

3. The general meeting shall decide on the establishment of the EU-ESO. The

resolution shall at least set out:

(a) the group of eligible persons;

(b) the maximum number of warrants that may be issued under the EU-ESO and

the shares to which the holder of a warrant shall be entitled upon exercise of

the warrant;

(c) a mandatory waiting period before which the warrants issued under the EU-

ESO shall not be exercised, which shall be at least 24 months from the issuance

of a warrant.

4. Warrants issued under the EU-ESO shall be non-transferable and issued for no

consideration.

5. The consideration for new shares issued upon exercise of warrants under the EU-

ESO shall be paid in cash and shall be fully paid up on issue of the shares.

6. The board of directors shall be authorised to issue warrants under the EU-ESO and to

issue new shares to satisfy claims arising from the warrants. The board of directors

may also satisfy claims arising from warrants issued under the EU-ESO by

transferring own shares held in treasury.

7. Existing shareholders shall have no pre-emptive rights on warrants issued under the

EU-ESO and on new shares issued to satisfy claims arising from the warrants.

Article 79

Taxation of warrants under the EU-ESO

1. The provisions of this Article shall apply to warrants issued by the EU Inc. under the

EU-ESO as defined in Article 78.

2. The income derived from the warrant shall be deemed not to have accrued at the time

of grant of the warrant, at vesting, nor when the holder of the warrant exercises

his/her right for the acquisition of shares. It shall be deemed to arise and thus be

subject to taxation only at the time when the shares obtained by exercising the

warrant are disposed of.

3. The income described in paragraph 2 shall be equal to the difference between the fair

market value of the shares at the date of disposal and their acquisition price. It shall

be subject to taxation in accordance with national law.

4. Member States shall ensure that the warrants issued under EU-ESO and the resulting

underlying shares are subject to a tax treatment that is not less favourable than that

applicable to other employee stock options or similar instruments under their national

law, provided all legal requirements are met.

CHAPTER IX – CLOSURE OF SOLVENT EU INC. COMPANIES

Article 80

Dissolution

EN 83 EN

1. Where an EU Inc. company is dissolved in view of a solvent liquidation, it shall file

the information about dissolution fully online to the business register in the Member

State of registration of the EU Inc. company in accordance with Article 27.

2. Upon receipt of this information, the business register referred to in paragraph 1 shall

immediately update the EU Inc. company’s status to reflect that it is undergoing

liquidation and make this information available in accordance with Article 25.

Article 81

Nullity

1. The nullity of an EU Inc. company resulting in its liquidation shall be ordered only

by a decision of a court of law on the following grounds:

(a) that the EU Inc. company has no valid articles of association in accordance

with Articles 7 and 8, including that the articles of association do not state the

name or the object of the company, or the subscription for the first shares;

(b) that the activities of the EU Inc. company are unlawful or contrary to public

policy;

(c) the lack of legal capacity of all the founder members at the time of the

company’s formation.

Apart from the grounds of nullity referred to in this paragraph, an EU Inc. shall not

be subject to any cause of non-existence, absolute nullity, relative nullity, or

declaration of nullity.

2. A decision of nullity pronounced by a court of law shall be relied on as against third

parties once it is made publicly available by the business register in accordance with

Article 25. Third parties may challenge the decision within six months of public

notice of the court's decision.

3. Nullity shall not of itself affect the validity of any commitments entered into by or

with the EU Inc. company, which shall remain enforceable notwithstanding the

liquidation.

4. Relations between the shareholders of the EU Inc. company declared null shall be

governed by the law of the Member State of registration.

5. Shareholders of the EU Inc. company declared null shall remain obliged to provide

the consideration contributed to capital to the extent that commitments entered into

with creditors so require.

Article 82

Once-only submission of data and digital communication during liquidation

1. The filing to the business register shall be completed fully online in accordance with

Article 27.

2. The documents and information related to liquidation shall be made available by the

business register in accordance with Article 25.

3. Following the filing of documents and information related to the solvent liquidation

of an EU Inc. company, including the information and documents needed in

accordance with Article 25, to the business register where the company is registered,

EN 84 EN

that business register shall, without delay, inform the relevant national authorities of

that Member State digitally about the change of the status of the EU Inc. company .

4. An EU Inc. company shall not be required to provide the information referred to in

paragraph 1 to another authority of the Member State of registration in the context of

its liquidation. The business register shall exchange this information digitally,

without delay, with those relevant national authorities .

5. Upon the filing referred to in Article 80, its creditors shall be entitled to submit their

claims to the company or the liquidator fully online. The submission of such claims

shall not be subject to national requirements for physical form or notarial

authentication.

Article 83

Fast-track liquidation

1. A solvent EU Inc. company shall benefit from a fast-track liquidation procedure

provided that, at the date of the resolution or event triggering its dissolution referred

to in Article 80, the following conditions are met:

(a) the EU Inc. has ceased its economic activity;

(b) the EU Inc. has no assets or all such assets have given rise to distributions to

the shareholders in accordance with Article 72 prior to or simultaneously with

the filing of the notification of dissolution;

(c) the EU Inc. has no liabilities;

(d) the EU Inc. is not subject to any pending administrative or judicial

proceedings.

2. In case EU Inc. has liabilities, the condition under point (c) of paragraph 1 is

considered to be met when the EU Inc. provides evidence of the consent of all known

creditors for launching the fast-track procedure.

3. Directors shall be personally, and where applicable, jointly and severally liable to

creditors for any damage resulting from a false or fraudulent declaration of consent

under this Article.

4. In the case of a court-ordered dissolution, the court may authorise the fast-track

liquidation procedure if it is satisfied that the conditions in paragraph 1 are met,

unless the grounds for dissolution involve unlawful activity or public policy

concerns.

5. The books and records of the EU Inc. shall be kept for a period of six years by the

person appointed to that effect by the general meeting or by the court.

Article 84

Fast-track liquidation procedure

1. An EU Inc. may initiate the fast-track liquidation procedure by filing the notification

of dissolution referred to in Article 80 simultaneously with an application for

removal from the business register in which it is registered.

The application shall specify the name of the director or directors representing the

company for the purpose of the fast-track procedure.

EN 85 EN

2. The filing shall be accompanied by the following:

(a) a declaration by all directors of the EU Inc., authenticated using qualified

electronic signatures in accordance with Regulation (EU) No 910/2014, stating

that the conditions set out in Article 83 (1) are met;

(b) the financial statement of liquidation;

(c) the evidence of consent of creditors in case liabilities exist;

(d) the declaration by the appointed person referred to in Article 83 (5),

authenticated using qualified electronic signatures in accordance with

Regulation (EU) No 910/2014, who undertakes to keep the books and records

for a period of six years following the removal of the company from the

business register.

3. The filing shall be completed fully online in accordance with Article 27 (5).

4. The documents and information referred to in paragraph 2 shall be made available in

accordance with Article 25.

Article 85

Opposition of creditors

1. Creditors of the EU Inc. company undergoing the fast-track liquidation procedure

may oppose it and require the opening of the ordinary liquidation procedure within

30 days following the disclosure of documents and information referred to in

Article 84 (4).

Creditors who had initially consented to the fast-track procedure may also oppose it

provided they set out strong grounds to justify their change of position.

2. Creditors shall submit their objection to the business register where the EU Inc.

company is registered, stating the reason of their claim against the EU Inc. company.

Member States shall ensure that this submission may be carried out fully online.

3. In case the claims are well founded, the business register shall refuse the opening of

the fast-track procedure and inform the EU Inc. company of the reasons for its

decision, including the information about the opposing creditors and reasons of their

claims.

4. The business register may also take into consideration the objections of creditors

which have been submitted after the deadline referred to in paragraph 1 but before

the EU Inc. company is removed from the register.

5. The removal of the EU Inc. company from the business register shall not affect the

rights of creditors whose claims were still under consideration or were not submitted

during the fast-track procedure. Such creditors may:

(a) exercise their rights against the board of directors, who shall be personally, and

where applicable, jointly and severally liable for any unsatisfied liabilities; and

(b) access the books and records of the company through the appointed person

referred to in Article 84(2) point (d).

Article 86

Deadlines for the closure of the procedure

EN 86 EN

1. Where tax clearance is required by national law, the tax authority in the Member

State of registration of the EU Inc. shall provide that clearance to the business

register within 30 days following the disclosure of documents and information

referred to in Article 84 (4). The tax authority may notify its opposition to the fast-

track procedure within the same period.

2. Where it is necessary for the tax authority to take into account additional information

or perform additional activities before completing its tasks under paragraph 1, it shall

notify the business register of the need for a prolongation of the deadline referred to

in paragraph 1, which may be extended by a maximum of another 30 days.

3. If the tax authority does not notify its position to the business register before the end

of the deadline referred to in paragraph 1 or in case of prolongation, referred to in

paragraph 2, it shall be deemed that a tax clearance has been granted or that the tax

authority has no objections to the fast-track procedure.

Article 87

Removal from the business register

1. Upon the expiry of the deadlines referred to in Articles 85 and 86, the business

register shall update the EU Inc. company’s status, in accordance with Article

25(3)point b) and strike off or remove the registration of the EU Inc. company

provided that:

(a) no objections by creditors have been submitted pursuant to Article 85; and

(b) a tax clearance or no objections to the fast-track procedure have been received

from the national tax authority pursuant to Article 86.

2. The striking off or removal of the EU Inc. company from the business register shall

result in the loss of its legal personality.

3. The change of the status and the striking off or removal of the EU Inc. company from

the business register shall be made publicly available in accordance with Article 25.

CHAPTER X – INSOLVENCY PROCEEDINGS

WINDING-UP OF INSOLVENT EU INC. COMPANIES THAT ARE INNOVATIVE

STARTUPS

Article 88

Scope of application of the simplified winding-up of EU Inc. innovative startups

1. This Chapter applies to EU Inc. companies which are innovative startups.

2. For the purposes of this Chapter, innovative startup means an EU Inc. company that

fulfils the criteria set out in [PO: reference to Proposal for a Commission

Recommendation on the definition of innovative enterprises, startups and high-

growth scaleups, C (2026) 1800].

Article 89

Rules on winding-up of innovative startups

EN 87 EN

1. Insolvent EU Inc. innovative startups may request the opening of simplified winding-

up proceedings in accordance with this Chapter.

2. An EU Inc. innovative startup shall be deemed insolvent for the purposes of

simplified winding-up proceedings when it is generally unable to pay its debts as

they mature. Member States shall set out clear, simple and easily ascertainable

conditions under which an EU Inc. innovative startup is deemed to be generally

unable to pay its debts as they mature.

Article 90

Insolvency practitioner

1. An insolvency practitioner within the meaning of Article 2, point (5), of Regulation

(EU) 2015/848 of the European Parliament and of the Council49 shall be appointed

when simplified winding-up proceedings are opened.

2. By way of derogation from paragraph 1, the debtor, a creditor or a group of creditors

may request that an insolvency practitioner is not appointed provided that the EU

Inc. innovative startup demonstrates that it has an up-to-date current balance sheet

and that it has submitted its most recent required annual statement to the relevant

national authorities.

Article 91

Means of communication

In simplified winding-up proceedings, all communications between the court or the

competent authority, the insolvency practitioner and the parties to such proceedings are

carried out by digital means.

Article 92

Request for the opening of simplified winding-up proceedings

1. An insolvent EU Inc. innovative startup or any creditor of the insolvent EU Inc.

innovative startup can submit a request for the opening of simplified winding-up

proceedings to a court or a competent authority.

2. The request for the opening of simplified winding-up proceedings shall be submitted

using a standard form. The representation by a lawyer or another legal professional

shall not be compulsory.

3. The standard form referred to in paragraph 2 shall contain at least the following

information:

(a) where an EU Inc. innovative startup is a legal person, the debtor’s name,

registration number, registered office or, if different, postal address;

49 Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on

insolvency proceedings (recast) (OJ L 141, 5.6.2015, p. 19–72),

ELI: http://data.europa.eu/eli/reg/2015/848/2025-11-06.

EN 88 EN

(b) if an EU Inc. innovative startup is an entrepreneur, the debtor’s name,

registration number, if any, and postal address or, where the address is

protected, the debtor's place and date of birth;

(c) a list of the assets of the EU Inc. innovative startup;

(d) name, address or other contact details of creditors of the EU Inc. innovative

startup, as known at the time of the submission of the request,

(e) the list of the claims against the EU Inc. innovative startup and, for each claim,

its amount specifying the principal and, where applicable, interest and the date

on which it arose and the date on which it became due, if different;

(f) if security in rem or a reservation of title is alleged in respect of a certain claim

and, if so, what assets are covered by the security interest.

4. The Commission shall establish the standard form referred to in paragraph 3 by

means of implementing acts by [PO: the last day of the 24th month after the date of

entry into force of this Regulation]. Those implementing acts shall be adopted in

accordance with the examination procedure referred to in Article 107(3).

Article 93

Decision on the request for the opening of simplified winding-up proceedings

The court or the competent authority shall, without delay, take a decision on the request

for the opening of simplified winding-up proceedings. as well as on the request, that an

insolvency practitioner is not appointed as referred to in Article 90(2).

Article 94

Stay of individual enforcement actions

Debtors shall benefit from a stay of individual enforcement actions by operation of law or

upon the decision of the court or the competent authority conducting those proceedings.

Article 95

Lodgement and admission of claims

1. When simplified insolvency proceedings are opened, the insolvency practitioner, or

in its absence, the debtor, shall prepare a list of creditors and claims.

2. The insolvency practitioner, or in its absence, the court or the competent authority

shall inform all known creditors, by individual notices, of the list referred to in

paragraph 1, indicating the time period for raising any objection or concern. The

claims against the debtor indicated in the list shall be considered as lodged without

any further action from the creditors concerned.

3. Any creditor may lodge claims not contained in the list referred to in paragraph 1 or

raise objections or concerns on claims included in the list, within a period set in

national law, which shall not exceed 30 days counting from the receipt of the

individual notice referred to in the paragraph 2 or from the publication of the opening

of simplified winding-up proceedings in the insolvency register referred to in Article

EN 89 EN

24 of Regulation (EU) 2015/848 of the European Parliament and of the Council,

whichever is the latest.

4. In the absence of any objection or concern by a creditor within the time period

referred to in paragraph 2, a claim included in the list referred to in paragraph 1 is

deemed to be undisputed and shall be definitively admitted as stated therein.

5. The disputed claims shall be dealt with promptly by the court or the competent

authority. The court or competent authority may decide to continue the simplified

winding-up proceedings with respect to undisputed claims.

Article 96

Decision on the procedure to be used

1. In simplified winding-up proceedings, once the insolvency estate has been

established, the insolvency practitioner, or in its absence the debtor, shall proceed

with the realisation of the assets and the distribution of the proceeds.

2. However, the court or the competent authority may take a decision on the closure of

the simplified winding-up proceedings without any realisation of the assets, where

any of the following conditions is fulfilled:

(a) there are no assets in the insolvency estate;

(b) the assets of the insolvency estate are of such a low value that it would not

justify the costs or administrative burden involved by their sale and the

distribution of the proceeds;

(c) the apparent value of encumbered assets is lower than the amount owed to the

secured creditors and the court or the competent authority considers it justified

to allow those secured creditors to take over the assets.

3. Where the insolvency practitioner proceeds with the realisation of the debtor’s assets

as referred to in paragraph 1, the insolvency practitioner shall also specify the means

of realisation of the assets. For the sale of an asset of the debtor, the insolvency

practitioner shall use the electronic auction system referred to in Article 97, unless

this is not appropriate in view of the nature of the asset or the circumstances of the

proceedings.

Article 97

Electronic auction systems for the sale of the assets of the debtor

1. Each Member State shall ensure, by [PO: the last day of the 24th month after the date

of entry into force of this Regulation] that one or several electronic auction platforms

are established and maintained in its territory to be used for the purpose of the sale of

the assets of the insolvency estate of the EU Inc. innovative startup in simplified

winding-up proceedings.

2. Member States may extend the use of the electronic auction systems, as referred to in

paragraph 1, to the sale of the debtor’s business or assets that are subject to other

types of insolvency proceedings opened in their territory.

3. Member States shall ensure that the electronic auction platforms are accessible by all

natural and legal persons with domicile or place of registration in their territory or in

EN 90 EN

the territory of another Member State. Access to the auction system may be subject

to electronic identification of the user, in which case persons with domicile or place

of registration in another Member State shall be able to use electronic identification

means, in accordance with Regulation (EU) No 910/2014.

Article 98

Interconnection of the electronic auction systems

1. The Commission shall establish a system for the interconnection of the national

electronic auction systems as referred to in Article 97 by means of implementing acts

to be adopted by [PO: the last day of the 36th month after the date of entry into force

of this Regulation]. The system shall be composed of national electronic auction

systems interconnected via the European e-Justice Portal, which shall serve as a

central electronic access point in the system. The system shall provide, in all the

official languages of the Union, information on all auction processes announced in

national electronic auction platforms, enable the search among these auction

processes and provide hyperlinks leading to the pages of the national systems where

offers may be directly submitted.

2. The Commission shall lay down, by means of implementing acts, technical

specifications and procedures necessary to provide for the interconnection of

Member States’ national electronic auction systems, setting out:

(a) the technical specification or specifications defining the methods of

communication and information exchange by digital means on the basis of the

established interface specification for the system of interconnection of the

electronic auction systems;

(b) the technical measures ensuring the minimum information technology security

standards for communication and distribution of information within the system

of interconnection of electronic auction systems;

(c) the minimum set of information that shall be made accessible through the

central platform;

(d) the minimum criteria for the presentation of announced auction processes via

the European e-Justice Portal;

(e) the minimum criteria for the search of announced auction processes via the

European e-Justice Portal;

(f) minimum criteria for guiding the users to the platform of the national auction

system of the Member State where they may submit their offers directly in the

announced auction processes;

(g) the means and the technical conditions of availability of services provided by

the system of interconnection;

(h) the use of the European unique identifier referred to in Article 16(1) of

Directive (EU) 2017/1132,

(i) specification of which personal data can be accessed;

(j) data protection safeguards.

3. Those implementing acts shall be adopted in accordance with the examination

procedure referred to in Article 107.

EN 91 EN

Article 99

Costs of establishing and interconnecting electronic auction systems

1. Each Member State shall bear the costs of establishing and adjusting its national

electronic auction systems, as referred to in Article 97, to make them interoperable

with the European e-Justice Portal, as well as the costs of administering, operating

and maintaining those systems. This shall be without prejudice to the possibility to

apply for grants to support such activities under the Union’s financial programmes.

2. The establishment, maintenance and future development of the system of

interconnection of electronic auction systems as referred to in Article 51 shall be

financed from the general budget of the Union.

Article 100

Responsibilities of the Commission in connection with the processing of personal data in

the system of interconnection of electronic auction platforms

1. The Commission shall exercise the responsibilities of controller pursuant to Article

3(8) of Regulation (EU) 2018/1725 in accordance with its respective responsibilities

defined in this Article.

2. The Commission shall define the necessary policies and apply the necessary

technical solutions to fulfil its responsibilities within the scope of the function of

controller.

3. The Commission shall implement the technical measures required to ensure the

security of personal data while in transit, in particular the confidentiality and

integrity of any transmission to and from the European e-Justice Portal.

4. With regard to the information from the interconnected national auction systems, no

personal data relating to data subjects shall be stored in the European e-Justice

Portal. All such data shall be stored in the national auction systems operated by the

Member States or other bodies.

Article 101

Sale of the assets by electronic auction

1. The electronic auction of assets of the insolvency estate in simplified winding-up

proceedings shall be announced in due time in advance on the electronic auction

platform referred to in Article 97.

2. The insolvency practitioner informs through individual notices all known creditors

on the object, time and date of the electronic auction, as well as on the requirements

to participate therein.

3. Any interested person is allowed to participate in the electronic auction and bid.

Member States may, however, set out the conditions under which the debtor's

existing shareholders or managers are authorised to participate.

EN 92 EN

Article 102

Decision on the closure of the simplified winding-up proceedings

1. The court or the competent authority shall take a decision on the closure of the

simplified winding-up proceedings within six months after the submission of the

request for the opening of the simplified winding-up proceedings. The deadline may

be extended once, by a maximum of six months in case additional time is needed for

the sale of the debtor’s business or assets, or for the distribution of proceeds. In the

absence of such an extension or when the extended deadline expires, the procedure

shall be automatically converted into an ordinary winding-up procedure.

2. Where the debtor is a legal person, the decision on the closure of the simplified

winding-up proceedings shall trigger the relevant measures under national law

leading to the dissolution of the legal personality of the EU Inc. innovative startup.

CHAPTER XI – PROHIBITED REQUIREMENTS

Article 103

List of prohibited requirements

1. Unless it is objectively justified and proportionate, Member States shall treat EU Inc.

companies no less favourably than other limited liability companies formed in

accordance with their national law in any aspect of their activities and operations.

2. A Member State shall not adopt or maintain any of the following with regard to EU

Inc. companies whose registered office is in another Member State:

(a) without prejudice to the Union State aid rules, criteria that deny eligibility of

those EU Inc. companies to public support in view of their place of

headquarters in other Member States or that require those companies to

dissolve and reestablish or to set up a subsidiary in order to become eligible;

(b) measures that impose an authorisation or other requirement for taking up or

exercising an economic activity based on the location of their registered office;

(c) the requirement to have a local representative or a physical presence in that

Member State in order to complete a procedure necessary to take up or exercise

an economic activity or to obtain an authorisation;

(d) measures that deny the use of a payment account set up in another Member

State for the purposes of completing a procedure necessary to take up or

exercise an economic activity or obtaining an authorisation.

3. For the purpose of this Article, the following definitions shall apply:

(a) Authorisation means a formal or implied decision that is in law or in fact

required from a competent authority in order to obtain access to an economic

activity, exercise an economic activity or terminate it;

(b) Requirement means requirement as defined in Article 4 point 7) of Directive

2006/123/EC.

EN 93 EN

CHAPTER XII – FINAL PROVISIONS

Article 104

Data protection

The processing of any personal data carried out in the context of this Regulation shall be

subject to Regulation (EU) 2016/679 and to Regulation (EU) 2018/1725.

Article 105

Accounting

The EU Inc. shall be subject to the requirements of the applicable accounting law of the

Member State in which its registered office is situated. However, Article 26 shall apply as

regards the filing and public availability of accounting documents of the EU Inc.

Article 106

Penalties

1. Member States shall provide for effective, proportionate and dissuasive penalties at

least in the case of:

(a) a failure to file the documents and information as required by Articles 25 (1),

40 (2), 82, 84 (2), 92 (4);

(b) a failure to update the filed documents and information and file changes within

the periods laid down in Article 27;

(c) a failure to file and update the required information in the digital register of

shares in accordance with Articles 54, 66 (2) and 67 (6);

(d) a false or misleading declaration as required by Articles 22 (1) and 84 (2)

point (a).

2. Member States shall take all the measures necessary to ensure that the penalties

referred to in the first paragraph are enforced.

Article 107

Committees

1. The Commission shall be assisted by the Committee on Interconnection of Central,

Commercial and Companies' Registers (‘the BRIS committee’). That committee shall

be a committee within the meaning of Regulation (EU) No 182/2011.50

2. For Chapter X, the Commission shall be assisted by the committee (‘the insolvency

committee’) established by Article 30 of Directive (EU) 2019/1023 of the European

50 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011

laying down the rules and general principles concerning mechanisms for control by Member States of

the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18),

ELI: http://data.europa.eu/eli/reg/2011/182/oj

EN 94 EN

Parliament and of the Council51. That committee shall be a committee within the

meaning of Regulation (EU) No 182/201152.

3. Where reference is made to this paragraph, Article 5 of Regulation (EU) No

182/2011 shall apply.

Article 108

Reporting and review

1. The Commission shall, by [PO: the date five years after the date of application of

this Regulation], carry out an evaluation of this Regulation and present a report on

the main findings to the European Parliament, the Council and the European

Economic and Social Committee. Member States shall provide the Commission with

the information necessary for the preparation of the report.

The report of the Commission shall in particular evaluate the take up of the EU Inc.

new legal form, how the EU Inc. companies were formed and how many were

created through the EU central interface and with harmonised templates.

2. Every five years from [PO: the date five years after the date of application of this

Regulation], the Commission shall review the amount referred to in Article 16(2) in

line with the harmonised index of consumer prices (HICP) established pursuant to

Regulation (EU) 2016/792 of the European Parliament and of the Council.

Article 109

Entry into force and date of application

This Regulation shall enter into force on the twentieth day following that of its

publication in the Official Journal of the European Union.

It shall apply from [PO: the last day of the 12th month after the date of entry into force of

this Regulation)]. This Regulation shall be binding in its entirety and directly applicable

in all Member States.

Done at Brussels,

For the European Parliament For the Council

The President The President

51 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on

preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to

increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and

amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency) (OJ L 172, 26.6.2019,

pp. 18), ELI: http://data.europa.eu/eli/dir/2019/1023/oj 52 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011

laying down the rules and general principles concerning mechanisms for control by Member States of

the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, pp. 13–18),

ELI: http://data.europa.eu/eli/reg/2011/182/oj

EN 95 EN

LEGISLATIVE FINANCIAL AND DIGITAL STATEMENT

[TO BE ADDED]

EN 96 EN

EN 1 EN

LEGISLATIVE FINANCIAL AND DIGITAL STATEMENT

1. FRAMEWORK OF THE PROPOSAL/INITIATIVE ................................................. 3

1.1. Title of the proposal/initiative ...................................................................................... 3

1.2. Policy area(s) concerned .............................................................................................. 3

1.3. Objective(s) .................................................................................................................. 3

1.3.1. General objective(s) ..................................................................................................... 3

1.3.2. Specific objective(s) ..................................................................................................... 3

1.3.3. Expected result(s) and impact ...................................................................................... 3

1.3.4. Indicators of performance ............................................................................................ 3

1.4. The proposal/initiative relates to: ................................................................................. 4

1.5. Grounds for the proposal/initiative .............................................................................. 4

1.5.1. Requirement(s) to be met in the short or long term including a detailed timeline for

roll-out of the implementation of the initiative ............................................................ 4

1.5.2. Added value of EU involvement (it may result from different factors, e.g.

coordination gains, legal certainty, greater effectiveness or complementarities). For

the purposes of this section 'added value of EU involvement' is the value resulting

from EU action, that is additional to the value that would have been otherwise

created by Member States alone. ................................................................................. 4

1.5.3. Lessons learned from similar experiences in the past .................................................. 4

1.5.4. Compatibility with the multiannual financial framework and possible synergies with

other appropriate instruments ....................................................................................... 5

1.5.5. Assessment of the different available financing options, including scope for

redeployment ................................................................................................................ 5

1.6. Duration of the proposal/initiative and of its financial impact .................................... 6

1.7. Method(s) of budget implementation planned ............................................................. 6

2. MANAGEMENT MEASURES................................................................................... 8

2.1. Monitoring and reporting rules .................................................................................... 8

2.2. Management and control system(s) ............................................................................. 8

2.2.1. Justification of the budget implementation method(s), the funding implementation

mechanism(s), the payment modalities and the control strategy proposed .................. 8

2.2.2. Information concerning the risks identified and the internal control system(s) set up

to mitigate them............................................................................................................ 8

2.2.3. Estimation and justification of the cost-effectiveness of the controls (ratio between

the control costs and the value of the related funds managed), and assessment of the

expected levels of risk of error (at payment & at closure) ........................................... 8

2.3. Measures to prevent fraud and irregularities ................................................................ 9

3. ESTIMATED FINANCIAL IMPACT OF THE PROPOSAL/INITIATIVE ............ 10

EN 2 EN

3.1. Heading(s) of the multiannual financial framework and expenditure budget line(s)

affected ....................................................................................................................... 10

3.2. Estimated financial impact of the proposal on appropriations ................................... 12

3.2.1. Summary of estimated impact on operational appropriations.................................... 12

3.2.1.1. Appropriations from voted budget ............................................................................. 12

3.2.1.2. Appropriations from external assigned revenues ....................................................... 17

3.2.2. Estimated output funded from operational appropriations......................................... 22

3.2.3. Summary of estimated impact on administrative appropriations ............................... 24

3.2.3.1. Appropriations from voted budget .............................................................................. 24

3.2.3.2. Appropriations from external assigned revenues ....................................................... 24

3.2.3.3. Total appropriations ................................................................................................... 24

3.2.4. Estimated requirements of human resources.............................................................. 25

3.2.4.1. Financed from voted budget....................................................................................... 25

3.2.4.2. Financed from external assigned revenues ................................................................ 26

3.2.4.3. Total requirements of human resources ..................................................................... 26

3.2.5. Overview of estimated impact on digital technology-related investments ................ 28

3.2.6. Compatibility with the current multiannual financial framework.............................. 28

3.2.7. Third-party contributions ........................................................................................... 28

3.3. Estimated impact on revenue ..................................................................................... 29

4. DIGITAL DIMENSIONS .......................................................................................... 29

4.1. Requirements of digital relevance .............................................................................. 30

4.2. Data ............................................................................................................................ 30

4.3. Digital solutions ......................................................................................................... 31

4.4. Interoperability assessment ........................................................................................ 31

4.5. Measures to support digital implementation .............................................................. 32

EN 3 EN

1. FRAMEWORK OF THE PROPOSAL/INITIATIVE

1.1. Title of the proposal/initiative

Proposal for a Regulation on the 28th Regime Corporate Legal Framework - 'EU

Inc.'

1.2. Policy area(s) concerned

Company Law, Single Market

1.3. Objective(s)

1.3.1. General objective(s)

General objective No 1:

Contribute to strengthening the competitiveness of EU companies and the EU

economy and to better functioning of the single market

General objective No 2:

Provide better conditions for starting a business and better opportunities for

investment, and for growth and scaling up for companies, in particular startups and

scaleups, in the EU

1.3.2. Specific objective(s)

Specific objective No 1

Provide a common corporate legal framework for companies, in particular startups

and scaleups, in the EU

Specific objective No 2

Provide simple and efficient corporate rules and procedures throughout the company

lifecycle.

Specific objective No 3

Ensure that corporate rules provide an enabling framework to invest.

1.3.3. Expected result(s) and impact

Specify the effects which the proposal/initiative should have on the beneficiaries/groups targeted.

Expected results:

- Simplified and harmonised corporate rules across EU member states

- Reduced administrative burdens and compliance costs for companies, in particular

startups and scaleups

- Increased investment in EU companies, particularly startups and scaleups

- Improved competitiveness of EU companies in the global market

Expected impact:

- Positive impact on EU economy and job creation

- Increased attractiveness of the EU as a location to set up and scale up companies

- Improved access to financing for EU companies

- Enhanced internal market functioning and competitiveness

EN 4 EN

1.3.4. Indicators of performance

Specify the indicators for monitoring progress and achievements.

Indicator for general objective No 1: Overall number of new EU Inc. companies

per year (including created ex nihilo and through domestic conversions, cross-border

conversions, divisions, mergers). Data source: Business Registers Interconnection

System (BRIS).

Indicator for general objective No 2: Number of EU Inc. companies created ex

nihilo per year, number of EU Inc. companies created through the EU central

interface using the “fast-track” procedure; number of successful investment rounds

of EU Inc. companies; share of EU Inc. companies using the EU-ESO scheme. . Data

sources: Data from BRIS and from national authorities and targeted follow-up

surveys or studies.

1.4. The proposal/initiative relates to:

 a new action

 a new action following a pilot project / preparatory action53

 the extension of an existing action

 a merger or redirection of one or more actions towards another/a new action

1.5. Grounds for the proposal/initiative

1.5.1. Requirement(s) to be met in the short or long term including a detailed timeline for

roll-out of the implementation of the initiative

A provisional implementation timeline can be illustrated as follows:

- 2026/27 Adoption of the Regulation

- 2027 Adoption of implementing Regulation(s)

- 2028 Date of application

1.5.2. Added value of EU involvement (it may result from different factors, e.g. coordination

gains, legal certainty, greater effectiveness or complementarities). For the purposes of

this section 'added value of EU involvement' is the value resulting from EU action,

that is additional to the value that would have been otherwise created by Member

States alone.

Reasons for action at EU level (ex-ante): There is a strong added value of action at

EU level in the context of this proposal because it focuses on boosting

competitiveness and providing the necessary legal certainty by establishing a

common legal framework. Bilateral or multilateral cooperation between Member

States would not be able to address the fragmentation of the single market and could,

on the contrary, result in further fragmentation. Founders would continue to face

challenges when setting up and running companies in the EU, startups and scaleups

would still be unable to take full advantage of the scale of the single market, and

some would move to third countries with more attractive conditions for growth.

53 As referred to in Article 58(2), point (a) or (b) of the Financial Regulation.

EN 5 EN

Expected generated EU added value (ex-post): The proposed EU action is

expected to generate significant added value by creating a harmonised and attractive

business environment, facilitating the growth and scaling up of startups and scaleups,

and increasing the competitiveness of the EU economy as a whole. This, in turn, is

likely to lead to increased investment, job creation, and economic growth, ultimately

benefiting citizens, businesses, and the EU economy.

1.5.3. Lessons learned from similar experiences in the past

This initiative takes into account lessons learned from the development of company

law EU legislation so far, including:

- The Societas Europaea (SE) legal form, designed for large public limited liability

companies, which can only be created by existing companies from different Member

States or national companies with subsidiaries in other Member States and that

requires a minimum subscribed capital of EUR 120 000, making it not appropriate to

newly created startups.

- The Company Law Directive, which harmonises national rules and procedures,

including online formation, disclosure requirements, digital procedures, and cross-

border operations, but leaves the so-called incorporation requirements (i.e.

requirements for setting up a company) largely defined by national law. In addition,

fragmentation of rules across Member States still exists, in particular there are no

harmonised rules related to simplified company forms in the EU.

1.5.4. Compatibility with the multiannual financial framework and possible synergies with

other appropriate instruments

This initiative is fully compatible with the new multiannual financial framework and

planned to be funded by the Single Market and Customs Programme. This proposal

perfectly fits with the programme aims of boosting European Competitiveness,

driving Digitalization and Reducing Red Tape, and ensuring Legal Certainty in a

Tech-Driven Age. The draft proposal for a “Regulation establishing the Single

Market and Customs Programme for the period 2028-2034” clearly states the

compatibility of the 28th regime proposal with the single market programme: “the

upcoming 28th regime for companies will directly contribute to the Union

competitiveness”.

1.5.5. Assessment of the different available financing options, including scope for

redeployment

The draft proposal for a “Regulation establishing the Single Market and Customs

Programme for the period 2028-2034” lists company law in the policy areas

concerned by the programme, attributing the budget line 05.03.01.02. and operational

appropriation of around EUR 4 million per year in the period 2028-2034.

EN 6 EN

1.6. Duration of the proposal/initiative and of its financial impact

 limited duration

–  in effect from [DD/MM]YYYY to [DD/MM]YYYY

–  financial impact from YYYY to YYYY for commitment appropriations and

from YYYY to YYYY for payment appropriations.

 unlimited duration

– Implementation with a start-up period from 2028 to 2031,

– followed by full-scale operation.

1.7. Method(s) of budget implementation planned

 Direct management by the Commission

–  by its departments, including by its staff in the Union delegations;

–  by the executive agencies

 Shared management with the Member States

 Indirect management by entrusting budget implementation tasks to:

–  third countries or the bodies they have designated

–  international organisations and their agencies (to be specified)

–  the European Investment Bank and the European Investment Fund

–  bodies referred to in Articles 70 and 71 of the Financial Regulation

–  public law bodies

–  bodies governed by private law with a public service mission to the extent that they

are provided with adequate financial guarantees

–  bodies governed by the private law of a Member State that are entrusted with the

implementation of a public-private partnership and that are provided with adequate financial

guarantees

–  bodies or persons entrusted with the implementation of specific actions in the

common foreign and security policy pursuant to Title V of the Treaty on European Union, and

identified in the relevant basic act

– bodies established in a Member State, governed by the private law of a Member

State or Union law and eligible to be entrusted, in accordance with sector-specific rules, with

the implementation of Union funds or budgetary guarantees, to the extent that such bodies are

controlled by public law bodies or by bodies governed by private law with a public service

mission, and are provided with adequate financial guarantees in the form of joint and several

liability by the controlling bodies or equivalent financial guarantees and which may be, for

each action, limited to the maximum amount of the Union support.

Comments

This proposal builds on the existing Business Registers Interconnection system. The budget

allocations will be used to further develop the system and its underlying technology, and in

particular for the for the creation of an EU central interface for the formation of and filing by

EU Inc. companies.

EN 7 EN

2. MANAGEMENT MEASURES

2.1. Monitoring and reporting rules

The Commission will carry out an evaluation of this Regulation and present a report

on the main findings to the European Parliament, the Council and the European

Economic and Social Committee within five years after the date of application of the

Regulation. The report of the Commission in particular will evaluate the take up of

the EU Inc. new legal form, how the EU Inc. companies were formed and how many

were created through the EU central interface and with harmonised templates.

This initiative builds on, and further develops, the already existing Business

Registers Interconnection System (BRIS) without altering the periodic monitoring

and reporting of the BRIS system, set on a weekly, quarterly and yearly basis.

2.2. Management and control system(s)

2.2.1. Justification of the budget implementation method(s), the funding implementation

mechanism(s), the payment modalities and the control strategy proposed

This initiative builds on, and further develops, the already existing Business

Registers Interconnection System (BRIS) developed by the Commission (DG DIGIT

and DG JUST). This proposal for a new Regulation does not alter the management

mode, funding implementation mechanism, payment modalities or control strategy

already in place for the system and employed by the Commission. The governance

structure for BRIS aims to facilitate effective collaboration between the Commission

and the Member States. The BRIS steering Committee is chaired by the GD JUST,

the owner of the system, and costs of members from services involved in the

management, operation and development of BRIS including DIGIT. The Company

Law Expert Group – Business Registers act as forum of collaboration between the

parties involve di the operation and development of BRIS at EU and national level.

2.2.2. Information concerning the risks identified and the internal control system(s) set up to

mitigate them

The main identified risks relate to:

(a) Time and cost overruns due to unforeseen IT implementation issues with regard

to the further IT development needed by the Commission to enlarge the scope of the

existing BRIS IT system for the needs of this proposal. This risk is mitigated by the

fact that BRIS system already exists, is mature and is based on building blocks that

are also already existing and mature – namely, the eDelivery building block.

This risk is already addressed by existing standard internal control systems used in

BRIS, in particular project management controls that are applicable to all systems

developed by the Commission, (i.e. governance oversight, project and risk

management) which include PM2, the project management methodology developed

by the Commission.

(b) Implementation and rollout delays on the side of Member States’ respective

authorities. This risk is already mitigated by established communication and

reporting tools, cooperation agreements, regular follow-up meetings and by the

proactive technical support to the national authorities in charge of implementation.

EN 8 EN

2.2.3. Estimation and justification of the cost-effectiveness of the controls (ratio between

the control costs and the value of the related funds managed), and assessment of the

expected levels of risk of error (at payment & at closure)

This initiative does not affect the cost-effectiveness of the existing controls.

2.3. Measures to prevent fraud and irregularities

Specify existing or envisaged prevention and protection measures, e.g. from the anti-

fraud strategy.

BRIS is directly managed by the Commission, with no external development or

management. The European Central Platform (ECP) component of the system is

developed internally by DG DIGIT, while the European Access Point (EAP)

component is developed internally by DG JUST.

EN 9 EN

3. ESTIMATED FINANCIAL IMPACT OF THE PROPOSAL/INITIATIVE

3.1. Heading(s) of the multiannual financial framework and expenditure budget

line(s) affected

• Existing budget lines

In order of multiannual financial framework headings and budget lines.

Heading of

multiannual

financial

framework

Budget line Type of

expenditure Contribution

Number

Diff./Non-

diff.54

from

EFTA

countries 55

from

candidate

countries

and

potential

candidates 56

From

other

third

countries

other assigned

revenue

05.03.01.02. Diff. YES NO NO NO

[XX.YY.YY.YY]

Diff./Non

-diff. YES/NO YES/NO YES/NO YES/NO

[XX.YY.YY.YY]

Diff./Non

-diff. YES/NO YES/NO YES/NO YES/NO

• New budget lines requested

In order of multiannual financial framework headings and budget lines.

Heading of

multiannual

financial

framework

Budget line Type of

expenditure Contribution

Number

Diff./Non-

diff.

from

EFTA

countries

from

candidate

countries

and

potential

candidates

from

other

third

countries

other assigned

revenue

[XX.YY.YY.YY]

Diff./Non

-diff. YES/NO YES/NO YES/NO YES/NO

54 Diff. = Differentiated appropriations / Non-diff. = Non-differentiated appropriations. 55 EFTA: European Free Trade Association. 56 Candidate countries and, where applicable, potential candidates from the Western Balkans.

EN 10 EN

3.2. Estimated financial impact of the proposal on appropriations

3.2.1. Summary of estimated impact on operational appropriations

–  The proposal/initiative does not require the use of operational appropriations

–  The proposal/initiative requires the use of operational appropriations, as explained below

3.2.1.1. Appropriations from voted budget

EUR million (to three decimal places)

Heading of multiannual financial framework Number

Assumes development of EU register and phasing out of EU central interface from 2030.

DG JUST Year Year Year Year Year Year Year TOTAL MFF

2028-2034 2028 2029 2030 2031 2032 2033 2034

Operational appropriations

Budget line

05.03.01.02.

Commitments (1a) 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Payments (2a) 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Appropriations of an administrative nature financed from the envelope of specific programmes

Budget line (3) 0.000

TOTAL

appropriations

for DG JUST

Commitments =1a+1b+3 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Payments =2a+2b+3 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Year Year Year Year Year Year Year TOTAL MFF

2028-2034 2028 2029 2030 2031 2032 2033 2034

TOTAL

operational

appropriations

Commitments (4) 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Payments (5) 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

TOTAL appropriations of an

administrative nature financed

from the envelope for specific

programmes

(6) 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000

EN 11 EN

TOTAL

appropriations

under

HEADING

05.03.01.02.

Commitments =4+6 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

of the

multiannual

financial

framework

Payments =5+6 4.000 4.000 10.000 9.000 8.000 8.000 8.000 51.000

Heading of multiannual financial framework 4 ‘Administrative expenditure’

DG JUST Year Year Year Year Year Year Year TOTAL

MFF 2028-

2034 2028 2029 2030 2031 2032 2033 2034

 Human resources 0.525 1.050 1.575 1.575 1.575 1.575 1.050 8.925

 Other administrative expenditure 0.000 0.000 0.000 0.000 0.000. 0.000 0.000 0.000

TOTAL DG

JUST Appropriations 0.525 1.050 1.575 1.575 1.575 1.575 1.050 8.925

TOTAL appropriations under HEADING 4

of the multiannual financial framework

(Total commitments =

Total payments) 0.525 1.050 1.575 1.575 1.575 1.575 1.050 8.925

EUR million (to three decimal places)

Year Year Year Year Year Year Year TOTAL

MFF 2028-

2034 2028 2029 2030 2031 2032 2033 2034

EN 12 EN

TOTAL

appropriations

under HEADINGS 1

to 4

Commitments 4.525 5.050 11.575 10.575 9.575 9.575 9.050 59.925

of the multiannual

financial framework Payments 4.525 5.050 11.575 10.575 9.575 9.575 9.050 59.925

The estimated impact on expenditure and staffing for 2028 and beyond is added for illustrative purposes only and does not pre-judge the

next Multiannual Financial Framework. The source of financing and scope of Union financial commitment in the post-2027 period remain

subject to the outcome of interinstitutional negotiations on the MFF 2028-2034 and thereafter shall be determined through the annual

budgetary procedure and the steering mechanism. All appropriations and staffing allocations as of 2028 are indicative.

3.2.2. Estimated output funded from operational appropriations (not to be completed for decentralised agencies)

EN 13 EN

Commitment appropriations in EUR million (to three decimal places). Assumes development of EU register and phasing out of EU central interface from 2030.

Indicate

objectives and

outputs



Year

2028

Year

2029

Year

2030

Year

2031

Year

2032

Year

2033

Year

2034

TOTAL

MFF 2028-2034

OUTPUTS

Type

Avera

ge

cost

N o

Cost N o

Cost N o

Cost N o

Cost N o

Cost N o

Cost N o

Cost Total

No

Total

cost

SPECIFIC OBJECTIVE No 157

- Output

Subtotal for specific objective No 1

SPECIFIC OBJECTIVE No 2

Provide simple and efficient

corporate rules and procedures

throughout the company lifecycle

EU Central interface

evolving into a digital

register

1 4.000 1 4.000 1 10.000 1 9.000 1 8.000 1 8.000 1 8.000 7 51.000

Subtotal for specific objective No

2 1 4.000 1 4.000 1 10.000 1 9.000 1 8.000 1 8.000 1 8.000 7 51.000

TOTALS 1 4.000 1 4.000 1 10.000 1 9.000 1 8.000 1 8.000 1 8.000 7 51.000

57 As described in Section 1.3.2. ‘Specific objective(s)’

EN 14 EN

3.2.3. Summary of estimated impact on administrative appropriations

–  The proposal/initiative does not require the use of appropriations of an administrative nature

–  The proposal/initiative requires the use of appropriations of an administrative nature, as explained below

3.2.3.1. Appropriations from voted budget

VOTED APPROPRIATIONS Year Year Year Year Year Year Year TOTAL

2028-2034 2028 2023 2030 2031 2032 2033 2034

HEADING 4

Human resources 0.564 0.564 1.692 1.880 1.880 1.504 1.504 9.588

Other administrative expenditure 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000

Subtotal HEADING 4 0.564 0.564 1.692 1.880 1.880 1.504 1.504 9.588

Outside HEADING 4

Human resources 0.000 0.000 0.000 0.000 0.000

Other expenditure of an administrative nature 0.000 0.000 0.000 0.000 0.000

Subtotal outside HEADING 4 0.000 0.000 0.000 0.000 0.000

TOTAL 0.564 0.564 1.692 1.880 1.880 1.504 1.504 9.588

s.

The estimated impact on expenditure and staffing for 2028 and beyond is added for illustrative purposes only and does not pre-judge the next Multiannual

Financial Framework. The source of financing and scope of Union financial commitment in the post-2027 period remain subject to the outcome of

interinstitutional negotiations on the MFF 2028-2034 and thereafter shall be determined through the annual budgetary procedure and the steering mechanism.

All appropriations and staffing allocations as of 2028 are indicative.

3.2.4. Estimated requirements of human resources

–  The proposal/initiative does not require the use of human resources

–  The proposal/initiative requires the use of human resources, as explained below

3.2.4.1. Financed from voted budget

EN 15 EN

Estimate to be expressed in full-time equivalent units (FTEs)

VOTED APPROPRIATIONS Year Year Year Year Year Year Year

2028 2029 2030 2031 2032 2033 2034

 Establishment plan posts (officials and temporary staff)

20 01 02 01 (Headquarters and Commission’s Representation Offices) 4 4 5 5 5 5 5

20 01 02 03 (EU Delegations) 0 0 0 0 0 0 0

01 01 01 01 (Indirect research) 0 0 0 0 0 0 0

01 01 01 11 (Direct research) 0 0 0 0 0 0 0

Other budget lines (specify) 0 0 0 0 0 0 0

• External staff (inFTEs)

20 02 01 (AC, END from the ‘global envelope’) 0 0 0 0 0 0 0

20 02 03 (AC, AL, END and JPD in the EU Delegations) 0 0 0 0 0 0 0

Admin. Support line

[XX.01.YY.YY]

- at Headquarters 0 0 0 0 0 0 0

- in EU Delegations 0 0 0 0 0 0 0

01 01 01 02 (AC, END - Indirect research) 0 0 0 0 0 0 0

01 01 01 12 (AC, END - Direct research) 0 0 0 0 0 0 0

Other budget lines (specify) - Heading 7 0 0 0 0 0 0 0

Other budget lines (specify) - Outside Heading 7 0 0 0 0 0 0 0

TOTAL 4 4 5 5 5 5 5

3.2.4.2. Financed from external assigned revenues

EXTERNAL ASSIGNED REVENUES Year Year Year Year Year Year Year

2028 2029 2030 2031 2032 2033 2034

 Establishment plan posts (officials and temporary staff)

20 01 02 01 (Headquarters and Commission’s Representation Offices) 0 0 0 0 0 0 0

20 01 02 03 (EU Delegations) 0 0 0 0 0 0 0

01 01 01 01 (Indirect research) 0 0 0 0 0 0 0

01 01 01 11 (Direct research) 0 0 0 0 0 0 0

EN 16 EN

Other budget lines (specify) 0 0 0 0 0 0 0

• External staff (in full time equivalent units)

20 02 01 (AC, END from the ‘global envelope’) 0 0 0 0 0 0 0

20 02 03 (AC, AL, END and JPD in the EU Delegations) 0 0 0 0 0 0 0

Admin. Support line

[XX.01.YY.YY]

- at Headquarters 0 0 0 0 0 0 0

- in EU Delegations 0 0 0 0 0 0 0

01 01 01 02 (AC, END - Indirect research) 0 0 0 0 0 0 0

01 01 01 12 (AC, END - Direct research) 0 0 0 0 0 0 0

Other budget lines (specify) - Heading 7 0 0 0 0 0 0 0

Other budget lines (specify) - Outside Heading 7 0 0 0 0 0 0 0

TOTAL 0 0 0 0 0 0 0

3.2.4.3. Total requirements of human resources

TOTAL VOTED APPROPRIATIONS

+

EXTERNAL ASSIGNED REVENUES

Year Year Year Year Year Year Year

2028 2029 2030 2031 2032 2033 2034

 Establishment plan posts (officials and temporary staff)

20 01 02 01 (Headquarters and Commission’s

Representation Offices) 4 4 5 5 5 5 5

20 01 02 03 (EU Delegations) 0 0 0 0 0 0 0

01 01 01 01 (Indirect research) 0 0 0 0 0 0 0

01 01 01 11 (Direct research) 0 0 0 0 0 0 0

Other budget lines (specify) 0 0 0 0 0 0 0

EN 17 EN

• External staff (in full time equivalent units)

20 02 01 (AC, END from the ‘global

envelope’) 0 0 0 0 0 0 0

20 02 03 (AC, AL, END and JPD in the EU

Delegations) 0 0 0 0 0 0 0

Admin. Support line

[XX.01.YY.YY]

- at Headquarters 0 0 0 0 0 0 0

- in EU Delegations 0 0 0 0 0 0 0

01 01 01 02 (AC, END - Indirect research) 0 0 0 0 0 0 0

01 01 01 12 (AC, END - Direct research) 0 0 0 0 0 0 0

Other budget lines (specify) - Heading 7 0 0 0 0 0 0 0

Other budget lines (specify) - Outside Heading

7 0 0 0 0 0 0 0

TOTAL 4 4 5 5 5 5 5

The estimated impact on expenditure and staffing for 2028 and beyond is added for illustrative purposes only and does not pre-judge the

next Multiannual Financial Framework. The source of financing and scope of Union financial commitment in the post-2027 period remain

subject to the outcome of interinstitutional negotiations on the MFF 2028-2034 and thereafter shall be determined through the annual

budgetary procedure and the steering mechanism. All appropriations and staffing allocations as of 2028 are indicative.

The staff required to implement the proposal (in FTEs):

To be covered by

current staff

available in the

Commission

services

Exceptional additional staff*

To be financed

under Heading 7

or Research

To be financed

from BA line

To be financed

from fees

Establishment

plan posts

0 5 N/A

EN 18 EN

External staff

(CA, SNEs, INT)

Description of tasks to be carried out by:

Officials and temporary staff Policy management, Project management

External staff

3.2.5. Overview of estimated impact on digital technology-related investments

Compulsory: the best estimate of the digital technology-related investments entailed by the proposal/initiative should be included in the

table below.

Exceptionally, when required for the implementation of the proposal/initiative, the appropriations under Heading 4 should be presented

in the designated line.

The appropriations under Headings 1-3 should be reflected as “Policy IT expenditure on operational programmes”. This expenditure

refers to the operational budget to be used to re-use/ buy/ develop IT platforms/ tools directly linked to the implementation of the

initiative and their associated investments (e.g. licences, studies, data storage etc). The information provided in this table should be

consistent with details presented under Section 4 “Digital dimensions”.

TOTAL Digital and IT

appropriations

Year Year Year Year Year Year Year TOTAL

MFF

2028 -

2034 2028 2029 2030 2031 2032 2033 2034

IT expenditure (corporate) 0.000 0.000 0.000 0.000 0.000

Subtotal HEADING 4 0.000 0.000 0.000 0.000 0.000

Policy IT expenditure on operational programmes

0.000 0.000 0.000 0.000 0.000

EN 19 EN

Subtotal outside HEADING

4 0.000 0.000 0.000 0.000 0.000

TOTAL 0.000 0.000 0.000 0.000 0.000

3.2.6. Compatibility with the current multiannual financial framework

The proposal/initiative:

–  can be fully financed through redeployment within the relevant heading of the multiannual financial framework (MFF)

–  requires use of the unallocated margin under the relevant heading of the MFF and/or use of the special instruments as defined in

the MFF Regulation

–  requires a revision of the MFF

3.2.7. Third-party contributions

The proposal/initiative:

–  does not provide for co-financing by third parties

–  provides for the co-financing by third parties estimated below:

Appropriations in EUR million (to three decimal places)

Year 2024

Year 2025

Year 2026

Year 2027

Total

Specify the co-financing body

TOTAL appropriations co-financed

EN 20 EN

3.3. Estimated impact on revenue

–  The proposal/initiative has no financial impact on revenue.

–  The proposal/initiative has the following financial impact:

–  on own resources

–  on other revenue

–  please indicate, if the revenue is assigned to expenditure lines

EUR million (to three decimal places)

Budget revenue line: Appropriations available for

the current financial year

Impact of the proposal/initiative58

Year 2024 Year 2025 Year 2026 Year 2027

Article ………….

For assigned revenue, specify the budget expenditure line(s) affected.

Other remarks (e.g. method/formula used for calculating the impact on revenue or any other information).

58 As regards traditional own resources (customs duties, sugar levies), the amounts indicated must be net amounts, i.e. gross amounts after deduction of 20% for

collection costs.

EN 21 EN

4. DIGITAL DIMENSIONS

4.1. Requirements of digital relevance

Please list the requirements of digital relevance in the table below:

Reference to the

requirement

Requirement

description

Actor(s) affected or

concerned by the

requirement

High-level Processes Categories

Article 10 and several

specific Articles

providing detailed rules

for each type of

procedure

Principle of digital-only procedures

All procedures within the

scope of the EU Inc.

regulation must be

carried out exclusively

fully online

EU Inc. companies,

founders, directors,

shareholders, potential

investors, liquidators

Company formation,

filing, branch

registration, liquidation,

meetings, share

issuances, subscriptions

and transfers as well as

other procedures within

the scope of this

Regulation

Process digitalisation

Digital solutions

Digital public service

Article 11

Online payment

Payments for procedures

can be made by means of

widely available online

payment services

EU Inc. companies,

banks and other payment

providers, Member

States

Payment processing

Process digitalisation

Digital solutions

Digital public service

Article 13

Company application

form

A harmonized digital

application form for

formation of an EU Inc.

Founders, prospective

directors, Member States Company formation

Process digitalisation

Digital solutions

Digital public service

EN 22 EN

Article 15

EU central interface

The EU central interface

for the formation of and

filing by EU Inc.

companies, registration

of cross-border branches,

automatic cross-checks

with existing names

EU Inc. companies,

founders, directors,

Member States,

European Commission,

European Union

Intellectual Property

Office

Company registration,

filing (submission),

registration

Process digitalisation

Digital solutions

Digital public service

Reference: Articles 16,

17, 18, 19, 20, 23, 24,

25, 26, 27, 28, 67, 71,

75, 77, 80, 82, 84, 85, 87

Digital registration,

filing and public

disclosure of

information

Registration of an EU

Inc. companies, filing

documents and

information, making

information publicly

available by business

registers and through

BRIS, once-only

submission of

information

EU Inc. companies,

directors, shareholders,

liquidators, third parties,

Member States

Registration, filing,

public disclosure, once-

only submission/digital

exchange of information

between business

registers and tax

authorities, social

security authorities and

beneficial ownership

registers

Process digitalisation

Digital solutions

Digital public service

Article 30

Digital EU Company

Certificate

The multilingual digital

EU Company Certificate,

issued by a business

EU Inc. companies,

Member States

administrative and

judicial authorities

Certification of company

information, proof that

an EU Inc. company is

legally registered in a

Member State

Process digitalisation

Digital solutions

Digital public service

EN 23 EN

register, contains key

information about the

EU Inc. and can be used

in administrative

procedures before

national authorities or

Union institutions and

bodies and in judicial

proceedings in other

Member States

Article 31

Digital EU power of

attorney

The multilingual digital

EU power of attorney is

used to authorize

representatives to act on

behalf of the EU Inc.

company

EU Inc. companies,

Member States, and

other businesses, legal

professionals

Representation,

authorization, and

decision-making

Process digitalisation

Digital solutions

Article 35

Business registers

inyterconnection

system (BRIS)

Business registers are

interconnected through

BRIS, which provides a

means for digital once-

only exchange of

information between the

registers for a number of

procedures related to EU

EU Inc. companies,

Member States (business

registers)

Company information

exchange

Process digitalisation

Digital solutions

Digital public service

EN 24 EN

Inc. companies

Articles 37, 38, 39, 40

Digital cross-border

branch registration and

public disclosure of

information

Registration of cross-

border branch, EU Inc.

branch information to be

made available digitally

by business registers and

BRIS, once-only

submission of

information

EU Inc. companies,

Member States

Registration of cross-

border branch, public

disclosure, once-only

submission/digital

exchange of information

between business

registers, tax authorities,

social security

authorities and beneficial

ownership registers

Process digitalisation

Digital solutions

Digital public service

Articles 47, 48

Online meetings, voting

and written resolutions

Meetings of shareholders

and the board of

directors are held online,

including votes by

electronic means;

electronic written

resolutions of

shareholders outside

meetings are possible

EU Inc. companies,

shareholders, directors

General meetings,

meetings of the board of

directors, shareholders’

resolutions

Process digitalisation

Digital solutions

EN 25 EN

Articles 54

Digital register of

shares, digital share

certificates

EU Inc. companies

maintain a digital

register of shares and

deliver digital share

certificates to

shareholders

EU Inc. companies,

directors, shareholders

Share registration,

recording of share

transfers, providing share

certificates

Process digitalisation

Digital solutions

Article 59

Digital transfer of

shares

Transfer of shares to be

carried out digitally

EU Inc. companies,

shareholders, investors

Share transfer, ownership

tracking

Process digitalisation

Digital solutions

Article 67

Share issuance and

subscription

Subscriptions for newly

issued shares are

concluded fully online

EU Inc. companies,

shareholders, investors

Issuance and

subscription of shares

Process digitalisation

Digital solutions

Article 91, 97, 98, 99

Digital communication

for simplified insolvency

proceedings,

interconnection of

electronic auction

systems

All communication

between the court or

EU Inc. companies,

Member States (courts,

competent authorities),

creditors

Insolvency proceedings,

auction management

Process digitalisation

Digital solutions

Digital public service

EN 26 EN

competent authority, the

insolvency practitioner

and parties to

proceedings is carried

out by digital means;

establishment of national

electronic auction

systems and their

interconnection to

facilitate the sale of

assets in insolvency

proceedings

4.2. Data

High-level description of the data in scope and any related standards/specifications

Type of data Reference to the requirement(s) Standard and/or specification

(if applicable)

Company data

(Company application form, EU central

interface, Digital registration, filing and

public disclosure of information, Digital

EU Company Certificate, Digital EU

power of attorney, Interconnection of

business registers (BRIS))

Articles 13, 15, 16, 17, 18, 19, 20, 23, 24,

25, 26, 27, 28, 30, 31, 35, 67, 71, 75, 77,

80, 82, 84, 85, 87

ISA2, BRIS technical specifications,

EUID, eIDAS, eDelivery

Branch Data Articles 35, 37, 38, 39, 40 ISA2, BRIS technical specifications,

EN 27 EN

(Digital cross-border branch registration

and public disclosure of information)

EUID, eIDAS, eDelivery

Online meetings, voting and written

resolutions Articles 47, 48 eIDAS

Digital register of shares, digital share

certificates, digital transfer of shares, share

issuance and subscription

Articles 54, 59, 67 eIDAS

Digital communication for simplified

insolvency proceedings, interconnection of

electronic auction systems

Articles 91, 97, 98, 99 European e-Justice Portal

Alignment with the European Data Strategy

Explain how the requirement(s) are aligned with the European Data Strategy

• The proposal promotes the use of digital tools and procedures for company law procedures, which is in line with the European Data

Strategy's objective of promoting digitalization and data-driven innovation.

• The proposal builds on the Business Register Interconnection System (BRIS) and EUID and extends their application to EU Inc.

companies, facilitating the exchange of information and reducing administrative burdens. This is consistent with the European Data

Strategy's goal of improving data sharing and interoperability.

• The proposal relies on eIDAS, to facilitate online procedures and ensure the authenticity of documents. This aligns with the European

Data Strategy's focus on promoting secure and trustworthy digital identities.

• The proposal aims to ensure transparency and trust in EU Inc. companies by making company information publicly available through

BRIS and ensuring that companies can use a harmonized EU Company Certificate and digital EU power of attorney. This is in line with

the European Data Strategy's objective of promoting transparency and trust in data-driven ecosystems.

EN 28 EN

• The proposal aims to create a favorable business environment for startups and scaleups, which is consistent with the European Data

Strategy's goal of promoting innovation and entrepreneurship through data-driven technologies.

Alignment with the once-only principle

Explain how the once-only principle has been considered and how the possibility to reuse existing data has been explored

The proposal implements and promotes the once-only principle. The ensures that companies need to file (submit) information only once

and that existing information can be re-used. Notably, the proposal ensures that in the context of the registration, the information about

the company is transferred from the business register to the authority in charge of issuing the TIN and the VAT identification number, to

social security authority and to the beneficial ownership register without the EU Inc. company needing to submit it again (“once-only

principle”), and that the EU Inc. company obtains the TIN and the VAT identification number from the relevant authority as part of the

registration process. The same once-only principle applies when cross-border branches are registered. In addition, the proposal ensures

that all relevant filings by the liquidator for closure outside of insolvency are transferred from business register to other authorities

(“once-only principle”) without the company needing to resubmit those. The proposal also ensures that when EU Inc. subsidiaries or

cross-border branches are set, the “parent” company information in BRIS can be re-used without the parent company needing to re-

submit it.

The proposal introduces a general duty for public authorities to use /access (re-use) the publicly available information in BRIS without

asking the company except in certain specific circumstances.

Explain how newly created data is findable, accessible, interoperable and reusable, and meets high-quality standards

The data is easily findable through the European single access point, the European e-Justice Portal, and national business registers.

The data is made available in a machine-readable format, allowing for easy accessibility.

The proposal ensures that the data is interoperable between different systems and authorities, facilitating the seamless exchange of

information and reuse between business registers and national authorities (e.g. authorities issuing Tax Identification number (TIN) and

VAT identification number).

EN 29 EN

Data flows

For each data flow, please fill the table below:

Type of data Reference(s) to the

requirement(s)

Actor who provides

the data

Actor who receives

the data

Trigger for the data

exchange

Frequency (if

applicable)

Company data

(Company

application form,

EU central interface,

Digital registration,

filing and public

disclosure of

information, Digital

EU Company

Certificate, Digital

EU power of

attorney,

Interconnection of

business registers

(BRIS))

Articles 13, 15, 16,

17, 18, 19, 20, 23,

24, 25, 26, 27, 28,

30, 31, 35, 67, 71,

75, 77, 80, 82, 84,

85, 87

EU Inc. companies National

authorities Formation, Filing On-demand

Branch Data

(Digital cross-border

branch registration

and public

disclosure of

information)

Articles 35, 37, 38,

39, 40 EU Inc. companies

National

authorities Registration, filing On-demand

Digital

communication for

Articles 91, 97, 98,

99

Eu Inc. companies,

national authorities

Electronic auction

platform

Insolvency

proceedings On-demand

EN 30 EN

simplified

insolvency

proceedings,

interconnection of

electronic auction

systems

4.3. Digital solutions

For each digital solution, please provide the reference to the requirement(s) of digital relevance concerning it, a description of the

digital solution's mandated functionality, the body that will be responsible for it, and other relevant aspects such as reusability and

accessibility. Finally, explain whether the digital solution intends to make use of AI technologies.

Digital solution

Reference(s) to

the

requirement(s)

Main mandated

functionalities

Responsible

body

How

accessibility

catered for?

is How

reusability

considered?

is Use of AI

technologies (if

applicable)

Busines

Registers

Interconnection

System (BRIS)

Articles 13, 15,

16, 17, 18, 19,

20, 23, 24, 25,

26, 27, 28, 35,

67, 71, 75, 77,

80, 82, 84, 85, 87

Company

application form,

EU central

interface, Digital

registration,

filing and public

disclosure of

information etc.)

European

Commission,

Member States

Machine-

readable

format,

accessibility

standards of the

European e-

Justice Portal

Mandatory for

national

authorities

(e.g.

authorities

issueing the

Tax

Identification

Number and

VAT

identification

number) to

apply once

only principle

N/A

EN 31 EN

For each digital solution, explain how the digital solution complies with the requirements and obligations of the EU cybersecurity

framework, and other applicable digital policies and legislative enactments (such as eIDAS, Single Digital Gateway, etc.).

Busines Registers Interconnection System (BRIS)

Digital and

or sectorial

policy

Explanation on how it aligns

EU

Cybersecurity

framework

BRIS is developed in-house by the European Commission in compliance with the EU Cybersecurity framework and

employing a "Security-by-Design" approach. BRIS uses the CEF eDelivery building block, which ensures that data

exchange between member states is encrypted and integrity-protected. BRIS is developed in-house by the Commission,

applying

eIDAS

Regulation (EU) No 910/2014 (eIDAS), amended by Regulation (EU) 2024/1183, establishes the European Digital

Identity Framework including the European Digital Identity Wallet (EUDIW). It provides an interoperable system for

digital identification and serves as the legal reference for electronic identification in the Union. It allows users to

securely store, manage and validate their personal identification data and electronic attestations of attributes. The

European Digital Identity Framework and this proposal are complementary as this proposal relies on the European

Digital Identity Framework for the identification of company founders and directors as well as investors, which is a

prerequisite for reliable and secure online procedures and use of trust services.

The recent Commission proposal for a Regulation on the establishment of European Business Wallet builds on, and

extends, the European Digital Identity framework, introducing the European Business Wallet, which aims to provide

electronic identification means for all companies – allowing them to store, share and seal documents – and to provide a

secure communication channel that facilitates communication between economic operators (B2B) and with public sector

bodies (B2G), supporting the operation of companies willing to purchase it. The proposal on the European Business

Wallet and this proposal are also coherent. The Business Wallet will use the EUID, the unique company identifier under

this proposal (and under the EU company law), to uniquely identify companies, allowing to link the European Business

Wallets with the official, up to date and trustworthy company information in business registers. This proposal will

include the existing digital tools such as the EUID, EU Company Certificate and EU Power of Attorney and will make

those compatible with the European Business Wallets.

Single

Digital

Gateway and

The Single Digital Gateway (SDG) facilitates online access to information about procedures, administrative procedures

and assistance services across the EU; it is lex generalis and covers general principles and a wide range of

administrative procedures defined in the Single Digital Gateway Regulation. There is a clear distinction between the

EN 32 EN

IMI scope of the SDG and EU company law, which is lex specialis and covers company law procedures and company data in

the business registers, whereby company law procedures (such as formation of a company, filing by companies or firms

within the meaning of Article 54 TFEU) as well as liquidation and insolvency are explicitly excluded from the scope of

SDG. Therefore, in a similar way the matters covered by this proposal are excluded from the scope of SDG. However,

the EU Inc. companies under this proposal– as any other companies – will be able to benefit from the SDG in those

areas which fall under the scope of SDG. Concerning IMI, this proposal is complementary to it.

Others

The proposal will be coherent and complementary with the objectives of EU taxation and anti-money money laundering

legislation. In particular, the exchange of information on EU Inc. companies between business registers and authorities

in charge of issuing the tax identification number TIN and the VAT identification number, which will ensure that the

company information in the business registers, verified during mandatory preventive controls, can be automatically

utilised to issue TIN and VAT identification numbers, is coherent with the objectives of ensuring full and automated

identification of taxpayers in the Directive on Administrative Cooperation 2011/16/EU34.

The Anti-Money Laundering (AML) legislation, the AMLD6 Directive (EU) 2024/1640 and the AML Regulation (EU)

2024/1624 play a key role in safeguarding the integrity of the Single Market and preventing the misuse of companies for

illicit purposes, such as money laundering and terrorist financing and ensure that companies (and other entities) have

accurate and current information on their beneficial ownership and that this beneficial ownership information is held in

a central register in each Member State (such as a commercial or companies register) and is made available to

competent authorities, obliged entities, and persons with a legitimate interest. Ensuring that the company information is

transferred from the business register to the beneficial ownership register in the context of registration of a EU Inc.

company would ensure that that the company information in the beneficial ownership register corresponds to company

information in the business registers (which is subject to preventive control and is up-to-date) and therefore, contribute

to the objectives of the EU AML legislation, given that the accuracy of data included in the beneficial ownership

registers is of fundamental importance for authorities and other persons allowed access to that data, and to make valid,

lawful decisions based on that data. This would also be in line with the upcoming interconnection between the Business

Registers Interconnection system, BRIS, and the Beneficial Ownership Registers Interconnection System, BORIS,

following the Upgrading digital company law Directive (EU) 2025/25.

4.4. Interoperability assessment

Describe the digital public service(s) affected by the requirements

EN 33 EN

Digital public

service or category

of digital public

services

Description Reference(s) to the

requirement(s)

Interoperable

Europe

Solution(s)

(NOT

APPLICABLE)

Other interoperability solution(s)

Busines Registers

Interconnection

System (BRIS)

Cofog 04.1.1 - General

economic and

commercial affairs.

Company application

form, EU central

interface, Digital

registration, filing and

public disclosure of

information etc.)

Articles 13, 15, 16, 17,

18, 19, 20, 23, 24, 25,

26, 27, 28, 35, 67, 71,

75, 77, 80, 82, 84, 85, 87

eIDAS

European Digital Identity Wallets

Business Wallet

Beneficial Ownership Registers

Interconnection (BORIS)

Beneficial Ownersip registers

European e-Justice Portal

Assess the impact of the requirement(s) on cross-border interoperability

Busines Registers Interconnection System (BRIS)

Assessment Measure(s)

Potential

remaining

barriers if

applicable

Alignment

with existing

digital and

sectorial

policies. Please

The digitalisation of company law procedures for EU Inc. companies not only builds on the

existing EU company law tools as explained above but is also complementary to the other existing

(or currently developed) digital tools at EU level. The new digital procedures under the proposal

rely on the use of electronic identification means, including the European Digital Identity Wallets,

and trust services, set out in Regulation (EU) No 910/201459 (eIDAS), amended by Regulation

59 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions

in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73), ELI: http://data.europa.eu/eli/reg/2014/910/oj

EN 34 EN

list the

applicable

digital and

sectorial

policies

identified

(EU) 2024/118360, establishing the European Digital Identity Framework including the European

Digital Identity Wallet (EUDIW). This follows the already existing complementarity, whereby the

EU company law relies on the European Digital Identity Framework for the identification of

company founders, directors and investors and ensures the possibility to use the EUDIW for online

EU company law procedures.

There is also complementarity between this proposal and the recent Commission proposal for a

Regulation on the establishment of European Business Wallets which builds on, and extends, the

European Digital Identity framework61, and aims to support companies in business-to-business and

business-to-government communications. The EU Inc., as any other company, once formed and

registered in the business register, may choose to purchase the European Business Wallet to

securely authenticate, store and share documents. This builds on the coherence between the

European Business Wallet proposal and the EU company law in general, whereby the Business

Wallet will use the EUID, the unique company identifier under EU company law, to uniquely

identify companies, allowing to link the European Business Wallets with the official, up to date and

trustworthy company information in business registers. In addition, this proposal makes the digital

tools such EU Company Certificate and digital EU power of attorney compatible with the European

Business Wallets and enables the EU Inc. which has the Business Wallet to use it in compliance

with this proposal.

The proposal is also complementary to other EU initiatives that aim to facilitate cross-border

information or procedures, such as the Single Digital Gateway Regulation62. While the Single

Digital Gateway (SDG) provides for general rules to facilitate online access to information,

administrative procedures and assistance services across the EU and covers a wide range of

administrative procedures defined in the Regulation, this proposal covers specific company law and

insolvency procedures, which are explicitly excluded from the scope of the SDG for all companies,

and therefore, also for EU Inc. companies. At the same time, EU Inc. companies, as other

60 Regulation (EU) 2024/1183 of the European Parliament and of the Council of 11 April 2024 amending Regulation (EU) No 910/2014 as regards establishing the

European Digital Identity Framework (OJ L, 2024/1183, 30.4.2024), ELI: http://data.europa.eu/eli/reg/2024/1183/oj 61 COM(2025) 838 final. 62 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information,

to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1),

ELI: http://data.europa.eu/eli/reg/2018/1724/oj

EN 35 EN

companies, will be able to make use of the procedures which are under the scope of the SDG. The

links to information about the EU Inc. legal form and procedures provided by this Regulation,

available on national registration websites would be also available through the Your Europe portal

under the SDG.

The proposal is also complementary to Directive (EU) 2019/102463 on open data and the re-use of

public sector information. While the Open Data Directive covers the reuse of public sector

information by third parties for commercial or non-commercial purposes, this proposal focuses

instead on the needs of direct users such as companies, other stakeholders and public authorities to

access and use reliable and up-to-date official company data directly from national business

registers.

Organisational

measures for a

smooth cross-

border digital

public services

delivery. Please

list the

governance

measures

foreseen

Use of e-Delivery

Use of structured data

Compatibility with eIDAS

Compatibility with Euroepan Business Identity Wallet

Compatibility with Business Wallet

Measures

taken to ensure

a shared

understanding

BRIS implementing acts

Use of structured data

Use of libraries, including ISA2

Barrier #1

Barrier #2

Barrier #3

63 Directive (EU) 2019/1024 of the European Parliament and of the Council of 20 June 2019 on open data and the re-use of public sector information (recast) (OJ L

172, 26.6.2019, pp. 56–83), ELI: http://data.europa.eu/eli/dir/2019/1024/oj

EN 36 EN

of the data.

Please list such

measures

Use of

commonly

agreed open

technical

specifications

and standards.

Please list such

measures

e-Delivery building block

Compatibility with eIDAS

Compatibility with Euroepan Business Identity Wallet

Compatibility with Business Wallet

To be further detailed by an implementing act

4.5. Measures to support digital implementation

For each measure to support digital implementation, please fill in the table below

Description of the measure Commission role (if applicable)

Establish the multilingual EU templates, including the

technical specifications and detailed list of data, as referred

to in Article 8

Adopt implementing acts

Establish the multilingual application forms as referred to

in Article 13 and Article 38, the automatic verification

referred to in Article 13(7), including the technical

specifications and the detailed list of data;

Adopt implementing acts

EN 37 EN

The detailed list of data to be transmitted for the purpose of

exchanging information between registers and the

availability of documents and information through BRIS,

as referred to in Articles 15(3), 19(3), 26, 38(4) and 40;

Adopt implementing acts

The technical specifications on the compatibility between

the EU Company Certificate and the EU power of attorney

as referred to in Articles 30 and 31, with the Business

Wallets

Adopt implementing acts

EN EN

EUROPEAN COMMISSION

Brussels, 18.3.2026

COM(2026) 321 final

ANNEX

ANNEX

to the Proposal for a

REGULATION OF THE EUROPEAN PARLIAMENT AND THE COUNCIL

on the 28 TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC'.

{SEC(2026) 321 final} - {SWD(2026) 321 final} - {SWD(2026) 322 final}

EN 1 EN

ANNEX

Minimum content of the articles of association of an EU Inc. company

An EU Inc. company shall have articles of association that cover at least the following

particulars:

- the legal form;

- the name of the company;

- the address of the registered office of the company, including the Member State where it

shall be/is registered;

- the object of the company;

- the amount of capital, including where the amount of capital is EUR 0;

- the total number of shares issued,

- where the shares of the company have a nominal value, that value;

- the subscription of the first shares, including:

(i) the nature and value of any consideration for the shares;

(ii) whether any part of the consideration is to be contributed to capital;

(iii) for any part of the consideration that is not a contribution to capital, the time by

which the consideration is to be paid in accordance with Article 64(5);

(iv) the identity of the founding shareholder(s);

- the identity of the first director(s);

- the date of beginning and end of the financial year.

    Resolutsiooni liik: Riigikantselei resolutsioon Viide: Justiits- ja Digiministeerium /  / ; Riigikantselei /  / 2-5/26-00650

Resolutsiooni teema: 28. režiimi pakett „EU INC“

Adressaat: Justiits- ja Digiministeerium Ülesanne: Tulenevalt Riigikogu kodu- ja töökorra seaduse § 152` lg 1 p 2 ning Vabariigi Valitsuse reglemendi § 3 lg 4 palun valmistada ette Vabariigi Valitsuse seisukohtade ja otsuste eelnõud järgmiste algatuste kohta, kaasates seejuures olulisi huvigruppe ja osapooli:

-Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.', COM(2026)321

-COMMUNICATION FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS Towards a 28th regime for EU companies,COM(2026)320

-COMMISSION RECOMMENDATION of 18.3.2026 on the definition of innovative enterprises, innovative startups and innovative scaleups,C(2026)1800

EISi toimiku nr: 26-0054 Tähtaeg: 01.05.2026

Adressaat: Majandus- ja Kommunikatsiooniministeerium, Rahandusministeerium Ülesanne: Palun esitada oma sisend Justiits- ja Digiministeeriumile seisukohtade kujundamiseks antud eelnõu kohta (eelnõude infosüsteemi (EIS) kaudu). Tähtaeg: 23.04.2026

Lisainfo: Eelnõusid on kavas arutada valitsuse 14.05.2026 istungil ja Vabariigi Valitsuse reglemendi § 6 lg 6 kohaselt sellele eelneval nädalal (06.05.2026) EL koordinatsioonikogus. Esialgsed materjalid EL koordinatsioonikoguks palume esitada hiljemalt 01.05.2026.

Kinnitaja: Merli Vahar, Euroopa Liidu asjade direktori asetäitja Kinnitamise kuupäev: 26.03.2026 Resolutsiooni koostaja: Sandra Metste [email protected],  

.

25.03.2026

28. režiimi pakett „EU INC“

COM(2026) 321, COM(2026) 320 ja C(2026) 1800

Otsuse ettepanek koordinatsioonikogule

Kujundada seisukoht

Kaasvastutaja sisendi tähtpäev 23.04.2026

KOKi esitamise tähtpäev 06.05.2026

VV esitamise tähtpäev 14.05.2026

Peavastutaja: Justiits- ja Digiministeerium

Kaasvastutaja: Majandus- ja kommunikatsiooniministeerium, Rahandusministeerium

Seisukoha valitsusse toomise alus ja põhjendus

Algatuse reguleerimisala nõuab vastavalt Eesti Vabariigi põhiseadusele seaduse või Riigikogu otsuse vastuvõtmist, muutmist või kehtetuks tunnistamist (RKKTS § 152¹ lg 1 p 1);

Algatuse vastuvõtmisega kaasneks oluline majanduslik või sotsiaalne mõju (RKKTS § 152¹ lg 1 p 2);

Sisukokkuvõte

1) COM(2026) 321 määruse ettepanekuga luuakse uus äriühingute õigusraamistik, mida on võimalik kasutada kõigis liikmesriikides ja igaühel, kes peab seda oma ärimudeli jaoks sobivaks. Uut äriühinguvormi „EU Inc.“ saab uue ettevõtte loomisel kasutada ühtemoodi kõikjal ELis. Ettepaneku alusel on kõigil ELi ettevõtetel, nii uutel kui ka olemasolevatel, olenemata nende suurusest ja põhikirjajärgsest eesmärgist, võimalik ühineda „EU Inc.“ äriühingute õigusraamistikuga ja jääda sellega seotuks.

Äriühinguvormi „EU Inc.“ saab luua kuni 48 tunni jooksul, makstes kuni 100 eurot ja täielikult digitaalses registreerimismenetluses tulevases ELi keskregistris, mis kohaldab suhetes muude asutustega ühekordsuse põhimõtet; samuti ei kehtestata miinimumkapitalinõuet. ELi keskregister võimaldab äriühinguvormiga „EU Inc.“ ettevõtetele lisaks registreerumisele juurdepääsu olulisele teabele, näiteks ettevõtte struktuuri ja tegevuse kohta.

Äriühinguvormiga „EU Inc.“ kaotatakse füüsilist kohalolekut nõudvad menetlused ja kohustus kaasata aktsiate üleandmiseks vahendaja. Kapitali ja äriühingu juhtimise valdkonnas sätestatakse täielikult digitaalsed menetlused, samuti võimaldatakse kasutada finantsinstrumente ja standardlepinguid. See kehtib näiteks investorite eelistatavate kokkulepete puhul tulevase osaluse saamiseks (Simple Agreements for Future Equity (SAFE)). Samuti julgustatakse liikmesriike, et nad võimaldaksid äriühinguvormiga „EU Inc.“ ettevõtetele juurdepääsu reguleeritud turgudele.

2

Kõik äriühinguvormiga „EU Inc.“ ettevõtted saavad ühineda ELi ühise töötajate aktsiaoptsioonide skeemiga (EU-ESO). Skeemi EU-ESO alusel aktsiaoptsioone saanud töötajaid maksustataks ELis ainult aktsiate võõrandamise ajal. See hoiab ära olukorra, kus maksud on tasutud, kuid tegelikku tulu ei ole teenitud. Uutel ettevõtetel peaks olema võimalus proovida, katsetada ja uuesti alustada. Seepärast saavad äriühinguvormiga „EU Inc.“ ettevõtted ettepaneku kohaselt kasutada lihtsustatud maksujõuetusmenetlust, mis aitab neil kiiremini keerata uue lehe. Ettepanekuga täiendatakse 2026. aastal vastu võetud direktiivi maksejõuetusõiguse teatavate aspektide ühtlustamise kohta, millega on lähendatud maksujõuetusõiguse materiaalõiguslikke norme. See on eelkõige saavutatud lihtsustatud maksujõuetusmenetluse ja pankrotivara elektroonilise enampakkumise raamistiku sätestamise teel.

Äriühinguvormi „EU Inc“ puhul võib vabalt valida, millises liikmesriigis ettevõte asutada või luua peakorter, kasutades täielikult ära ühtse turu võimalusi. Keelatud riiklike tavade nimekirjaga (nn must nimekiri) tagatakse, et äriühinguvormiga „EU Inc.“ ettevõtteid koheldakse olenemata nende asutamiskohast võrdselt riigisisese õiguse alusel loodud piiratud vastutusega äriühinguga. Näiteks ei tohiks nõuda, et konkreetses liikmesriigis majandustegevusega tegelemiseks või riigiabi või loa saamiseks peab ettevõtte olema seal asutatud või omama seal tütarettevõtjat või kohalikku esindajat. Ettevõttel, mis taotleb luba või soovib tegeleda majandustegevusega, ei tohiks keelata kasutada teises liikmesriigis avatud pangakontot.

Lisaks nähakse ette kaitsemeetmed, et hoida ära võimaliku pettuse või kuritarvitamise oht. Selleks toetutakse äriühinguvormi „EU Inc.“ puhul olemasolevale riigisisesele ja ELi õigusele.

2) COM(2026) 321 teatises kirjeldatakse menetluses olevaid ja tulevasi algatusi 28. äriühingute õigusraamistiku lõpuleviimiseks muudes poliitikavaldkondades Teatises tehakse ettepanek maksimaalselt digitaliseerida ettevõtjate ja avaliku sektori asutuste vahelist suhtlust, näiteks Euroopa ettevõtluskukru kaudu. Samuti kutsutakse teatises liikmesriike üles kaaluma erikohtukodade või -kohtute loomist, mille pädevusse kuuluks äriühinguvormi „EU Inc.“ normidega seotud vaidluste lahendamine. See võimaldaks kohaldada neid norme tulemuslikult, tõhusalt ja ühetaoliselt. Komisjon uurib eelseisva töötajate õiglase liikuvuse paketi raames täiendavalt võimalust lubada uuenduslike idu- ja kasvufirmade töötajatel teha kõikjal liidus 100 % ulatuses piiriülest kaugtööd. Teatises teatatakse ka meetmetest, mis käsitlevad idu- ja kasvufirmade juurdepääsu kapitalile, tuginedes hoiuste ja investeeringute liidu meetmetele, pensionifondide investeerimisreeglite võimalikule läbivaatamisele ning Euroopa riskikapitalifondide eelseisvale läbivaatamisele. Maksustamise valdkonnas on komisjon teinud ettepaneku peakontori maksustamise süsteemi kohta, mis võimaldaks väikestel ja keskmise suurusega ettevõtjatel kohaldada oma päritoluriigi maksunorme. Lisaks soovitakse algatusega „Äritegevus Euroopas: tulumaksuga maksustamise raamistik“ (BEFIT) kehtestada ELis ühtne õigusraamistik äriühingute maksustamiseks. Eelseisev otsese maksustamise lihtsustamist käsitlev koondpakett peaks veelgi aitama kaotada ELi ettevõtete haldustakistusi.

3) C(2026) 1800 soovituses rõhutatakse, et ELi „EU Inc.” algatus toetab eelkõige innovaatilisi idufirmasid ja kasvufaasis ettevõtteid (scaleup’e), et aidata neil muuta uuenduslikud ideed globaalselt edukateks ettevõteteks. Praegu puudub aga ühtne ELi tasandi määratlus nende ettevõtete kohta, samas kui nii riiklikul kui ka ELi tasandil on loodud arvukalt toetusmeetmeid, mis on suunatud innovaatilistele ettevõtetele, idufirmadele või kasvufaasis ettevõtetele. See võib viia selleni, et meetmed on ebaefektiivsed või rakendatakse neid liikmesriikide vahel ebajärjekindlalt, mis omakorda takistab ELi ühtse turu tõrgeteta toimimist. Seetõttu võtab komisjon EU Inc paketi osana ning kooskõlas ELi idu- ja kasvufirmade strateegiaga vastu komisjoni soovituse innovaatiliste ettevõtete, innovaatiliste idufirmade ja innovaatiliste

3

kasvufirmade määratluste kohta. Need määratlused põhinevad kriteeriumidel, mis on seotud investeeringutega innovatsioonitegevusse, ettevõtte vanuse, suuruse või kasvuga, ning komisjoni varasematel soovitustel väikeste ja keskmise suurusega ettevõtete (VKEd) ja väikeste keskmise turukapitalisatsiooniga ettevõtete kohta, sealhulgas suuruse künniste ja struktuuriliste tunnustega. Soovitus on suunatud liikmesriikidele, Euroopa Investeerimispangale ja Euroopa Investeerimisfondile. Samuti julgustatakse teisi asutusi, näiteks riiklikke arengupanku ja -institutsioone, neid määratlusi rakendama. Kavandatud määratlused on loodud selleks, et pakkuda praktilisi viise kriteeriumide täitmise hindamiseks ja tõendamiseks. Praktikas aitab see parandada ELis innovaatilistele ettevõtetele, idufirmadele ja kasvufirmadele suunatud poliitikate kooskõla, järjepidevust ja tõhusust ning hõlbustab andmete kogumist nende poliitikate mõju mõõtmiseks.

Kas EL algatus reguleerib karistusi või haldustrahve? Jah

Kas nähakse ette uue asutuse loomine (järelevalvelised või muud asutused)? Jah

Hinnata, millised järelevalveülesanded tekivad.

Kas lahenduse rakendamine vajab IT-arendusi? Jah

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