On 18 March 2026, the European Commission published its proposal for a Regulation establishing the EU Inc. corporate legal framework (COM(2026) 321 final). After years of reports, campaigns, and political momentum-building, there is now a legal text on the table.
The headline features are real: 48-hour registration, fully digital, from anywhere in the EU, for a maximum of €100, with no minimum share capital requirement. A directly applicable Regulation, not a Directive, meaning no national transposition and no gold-plating. A single company form recognised across all 27 member states.
The question is what it actually delivers, and where it stops short.
What the proposal contains
The proposal is a 134-page Regulation organized into several substantive chapters. The key mechanics:
Formation. Any natural or legal person can incorporate an EU Inc. through a central EU digital interface connected to national business registers, or directly through a national register. Using the standardised articles of association template: registration within 48 hours, maximum €100 in fees. Identification via eIDAS and the European Digital Identity Wallet. Automatic name availability checks against all national registers and EU trademarks.
Capital. Zero minimum capital requirement. No paid-in share capital at incorporation. Creditor safeguards are included to compensate, though the mechanics will matter in practice. Par value rules are removed; companies set their own share valuations.
Shares and governance. Multiple share classes permitted, including dual-class shares with differentiated voting rights. Fully digital share transfers, with no intermediary required and no ability for member states to impose a notary requirement. Capital increases and financing rounds handled digitally. Authorised capital provisions available. SAFEs and similar early-stage instruments are explicitly permitted.
Operations. Once-only data submission: registration data is automatically transmitted to tax, VAT, social security, and beneficial ownership authorities. Companies receive TIN and VAT numbers without a separate application. All company procedures, meetings, and filings are digital by default.
Employee share ownership. A common optional scheme for employee stock options (EU-ESO) with harmonised deferred taxation. Options are taxed on exit, not on grant or vesting. This is the most substantive attempt yet to make European employee equity competitive with the US model.
Insolvency. Simplified digital winding-up procedures for startups. An EU-wide electronic auction platform for insolvent assets. Designed to allow faster restarts.
Structure. At least one director must be EU-resident. Directors disqualified in any member state are blocked across all of them. Online and hybrid shareholder meetings explicitly authorised.
The legislative vehicle is a Regulation, which means direct and uniform applicability across 27 member states the moment it enters into force. No national legislature can add requirements that contradict it. This is a deliberate and significant choice.
Where it falls short: why Delaware is not yet obsolete
The proposal's most important contribution is what it does on incorporation. Its most important limitation is what it does not do on everything that comes after.
Courts. Delaware's competitive advantage has never been primarily about fast or cheap incorporation. It is about the Delaware Court of Chancery: a specialist corporate court with over 200 years of case law, a bench of experienced judges who rule quickly and predictably on commercial disputes, and a body of shareholder agreement law that sophisticated investors and founders can rely on. The EU Inc. Regulation will be interpreted by national courts across 27 jurisdictions. The same provision may mean different things in an Estonian court and a French one. There is no EU Inc. Court of Chancery. There is no equivalent precedent body. This problem will compound over time as national case law diverges.
Tax. The proposal is a corporate law instrument. It explicitly does not harmonise corporate tax rates or regimes. An EU Inc. incorporated in Estonia pays Estonian corporate tax. One in France pays French rates. One in Ireland pays Irish rates. The competitive tax arbitrage that has driven the Delaware flip in reverse, where EU companies incorporate in the US partly to access a predictable tax environment and US investor familiarity, is unchanged. The proposal's EU-ESO deferred taxation provision is a meaningful step, but it addresses one specific instrument, not the broader tax landscape.
Labour. National employment law applies in the member state where the EU Inc. has its registered office. The ETUC has been blunt about this: worker protections depend on where you incorporate, not on the EU Inc. form itself. This creates two problems. First, it means the company form does not eliminate the need to understand national labour law in every market you operate. Second, it has made trade unions into opponents of the regulation in Parliament, which will shape what the final text looks like.
Registry infrastructure. The proposal envisions a central EU digital register, but defers it to a second phase with no specified date. For now, the 48-hour fast-track runs through national registries connected by a new EU interface. That interface is new technology, requiring 27 national systems to interact reliably. The promise is real; the plumbing still needs building.
Scope. The original vision behind the EU Inc. campaign was a startup-specific instrument, a lean vehicle for innovative companies penalised by legal fragmentation. The Commission proposal is open to any natural or legal person of any size. Existing companies can convert into it. Large corporate groups can use it as a subsidiary vehicle. This makes political adoption easier. It also means the form will be optimised simultaneously for seed-stage startups, mid-cap industrials, and multinationals looking for efficient EU subsidiary structures. These are not the same product requirements.
Next steps: the legislative road
The proposal now moves into the ordinary EU legislative procedure. The European Parliament and the Council of the EU negotiate and amend in parallel, then align in a trilogue process.
The Parliament rapporteur will be the central figure in determining what the final text looks like. S&D MEP René Ripasi has already signalled amendments on worker protections. The ETUC will be active throughout the process. Eurochambres has staked out a position on insolvency. The labour question in particular, whether the final text includes baseline protections that make union opposition less acute, will be the most consequential fight.
The Commission's stated ambition is agreement by end of 2026 and operational rollout by 2028. That is optimistic by historical standards for legislation of this complexity. A more realistic range, assuming no major gridlock, is entry into force in 2027-2028 and operational availability for founders in 2028-2029.
The enhanced cooperation mechanism remains on the table. Von der Leyen and Costa explicitly discussed it at Alden-Biesen in February. If unanimous agreement proves elusive, a coalition of willing member states can move ahead without the rest. The precedent was set with the Ukraine loan facility; applying it to company law would be a significant escalation, but the political will is visibly present.
What this means for founders today
Nothing changes immediately. EU Inc. does not exist yet as an active legal form. The proposal is a starting point, not an endpoint.
The practical implications for founders considering their incorporation options have not shifted materially. Companies that have structured around Delaware for US investor access, US legal predictability, or US equity plan familiarity have no reason to revisit that decision today. Companies incorporating now in Europe still face the same tradeoffs between national forms: Estonian OÜ for digital simplicity, Irish limited company for common law and tax, Dutch BV for investor-familiar structures.
What has changed is the credible path to a different answer. The existence of a concrete proposal, the political alignment behind it, and the choice of a directly applicable Regulation rather than a directive means that EU Inc. will exist in some form. The debate now is about what that form ultimately contains, not whether it will come.
Founders who want to track what matters: watch the labour provisions fight, watch whether the central registry phase gets a concrete timeline, and watch whether the Court of Chancery gap ever makes it onto the agenda. Those three questions will determine whether EU Inc. becomes the instrument the 28th regime campaign envisioned, or a more modest, useful, but ultimately incomplete step.
The most ambitious EU company law reform in two decades is on the table. It is also, in the areas that determine where sophisticated capital and sophisticated founders actually choose to incorporate, still a work in progress.