EU Inc.: Council Backs a Single EU Company Form for Start-ups

26 October 2026 · ACSINTE & PARTNERS

What changed

On 23 October 2026, the Council of the European Union adopted its negotiating mandate on the proposed Regulation on the 28th regime corporate legal framework, known as “EU Inc.” The European Commission tabled the proposal on 18 March 2026 (COM(2026) 321 final, procedure 2026/0074(COD)). With the Council’s position settled, negotiations with the European Parliament can begin as soon as Parliament adopts its own position. The Legal Affairs Committee (JURI) published its draft report on 29 June 2026, and the procedure is still at committee stage. The European Council has asked the co-legislators to reach agreement by the end of 2026.

EU Inc. would be an optional, EU-wide form of limited liability company that founders could choose instead of one of the 27 national company forms. It would sit alongside, not replace, national forms such as the Romanian SRL. The main features of the Commission proposal, as reflected in the Council mandate, are:

• Fast-track online formation through an EU central interface: registration within 48 hours (excluding weekends and public holidays), at a maximum cost of EUR 100, using standard EU articles of association and eIDAS-based identification of founders. A fully online formation through the national business register (in Romania, the ONRC) would also be possible, with tailor-made articles.
• No paid-in minimum capital at incorporation, with harmonised creditor safeguards instead, and fully digital procedures for capital increases and share issuances.
• An EU employee stock option scheme (EU-ESO) with harmonised timing of taxation, designed to avoid employees being taxed before they can actually sell their shares.
• Existing companies would be able to convert into an EU Inc. using the cross-border and domestic conversion rules already harmonised under EU law.

The Council made several changes that matter in practice:

• The EU-ESO scheme is kept but limited to small mid-caps, that is, companies with fewer than 750 employees and annual turnover of up to EUR 150 million. National anti-abuse, tax residency and exit tax rules are protected.
• Member States may delay or refuse registration on anti-money laundering, terrorist financing or other criminal grounds. National authorities may also run parallel checks, for example on labour or social security matters, and can “stop the clock” during preventive controls. A new anti-abuse provision targets wholly artificial arrangements.
• The chapter on a special insolvency regime for innovative start-ups has been removed, so national insolvency law would continue to apply.
• The central register and real-time tracking were dropped, and the digital share register no longer has constitutive effect.
• On board-level employee participation, the rules of the Member State of the registered office continue to apply. Member States may add an optional mechanism for companies that exceed participation thresholds in another Member State.
• Member States would have 21 months to prepare, instead of the 12 months the Commission proposed.

Who is affected

Nothing changes yet: the Regulation still has to be agreed with Parliament, adopted and published in the Official Journal. Under the Council text it would then apply about 21 months after entry into force. So, even on the most ambitious timetable, EU Inc. companies could not be formed before 2028.

The following groups should start following the file now:

• Romanian start-ups and scale-ups planning to raise money from foreign investors or to expand into other Member States. A single, recognisable corporate form and standard documents could cut legal due diligence and set-up costs.
• Foreign investors and groups that use Romanian SRLs as holding or operating vehicles and want a uniform structure across several countries.
• Employers that use, or plan to use, share-based incentives. The EU-ESO, as now scoped by the Council, would be available only to companies below the 750-employee and EUR 150 million thresholds.
• Notaries, the ONRC and service providers, who will have to adapt formation procedures and preventive controls.

What companies should do now

1. Map where EU Inc. could fit. Identify planned new entities, cross-border expansions or restructurings for 2028 onwards where an optional EU-wide form could replace several national vehicles. Hold off on irreversible structuring decisions until the final text is known.
2. Review incentive plans against the EU-ESO scope. Check whether your group, including affiliates, would stay below 750 employees and EUR 150 million turnover, and how current Romanian stock option or share plans are taxed. Then assess whether a future EU-ESO would be better for staff.
3. Follow the trilogue and the Romanian implementation. Parliament’s position, especially on employee participation, minimum safeguards and the ESOP scope, may change the final text. Romania will also need implementing rules on the competent register, preventive controls and the AML grounds for refusal.

Key dates

• 18 March 2026: Commission proposal COM(2026) 321 final.
• 29 June 2026: draft report published by Parliament’s JURI committee (rapporteur René Repasi).
• 23 October 2026: Council negotiating mandate adopted.
• End of 2026: European Council target for a political agreement.
• About 21 months after entry into force: date of application under the Council text.

This article provides general information and does not constitute legal advice.