WKB Legal Alert: Does EU Inc. stand a chance of conquering the EU market?
A new type of company proposed by the European Commission
In the current geopolitical situation, the European market urgently needs to increase its competitiveness and open up to innovative solutions. Although Europe remains one of the most economically attractive areas for investors, the diversity of corporate regulations in each of the 27 EU Member States often makes it difficult for entrepreneurs to start and develop cross-border business activities.
In response to these problems, on 18 March 2026, the Commission presented a draft regulation introducing into European law a new type of capital company common to all EU Member States – EU Inc., which would constitute a key element in implementing the concept of the so-called 28th company law system. The draft regulation is currently at an early stage of the legislative process, and the final form of the new provisions is expected to be agreed before the end of 2026.
Below, we present the key features of the proposal.
Key advantages of EU Inc. at a glance
EU Inc. is intended to be a new type of company that can be incorporated in a selected EU Member State and operate directly under an EU regulation. Each Member State in which an EU Inc. is registered will additionally identify the provisions applicable to one of the “traditional” domestic companies, which will apply to EU Inc. in matters not regulated by EU law. This is also why it is referred to as the “28th legal system”, as it will operate alongside the existing regulations of each of the 27 Member States.
EU Inc. will therefore have a universal character, reflected in the ability to operate under this legal form regardless of the selected Member State of registration, which is the most important premise of the proposal. Entrepreneurs will therefore have an additional option to choose from: in addition to the “traditional” companies currently available in a given Member State and the EU-wide SE and EZIG, they will be able to establish EU Inc.
In addition to features typical of a capital company (no shareholder liability for the company’s obligations, legal personality, and Management Board liability for damage caused in the performance of its duties), EU Inc. is intended to offer a range of practical benefits:
Registration: in as little as 48h, maximum cost of 100 EUR, fully online service (the “digital only” principle)
Establishing EU Inc. and completing other formalities will generally not require the interested parties to be physically present. The registration of EU Inc. itself will be possible in as little as 48h at a maximum cost of 100 EUR and will cover all formalities that need to be completed.
Capital and contributions: no minimum share capital requirement, shares without nominal value, a contribution may consist of any economic value (including the provision of work or services)
EU Inc. will not be required to have a minimum share capital, its shares will not need to have a nominal value, and a shareholder’s contribution may take the form of any transfer of economic value, including the provision of work or services. The ability to make distributions to shareholders will, however, be limited by the so-called balance sheet test and solvency test, which are intended, among other things, to protect the interests of EU Inc.’s creditors.
Transfer of shares: online agreement, effective upon entry in the digital register, no requirement for a notarial deed
Shares in EU Inc. may be transferred under an agreement concluded online, with the transaction becoming effective upon its entry in the digital register of shares. Member States will not be permitted to impose additional formalities in connection with the transfer of shares, in particular a requirement to conclude the agreement in the form of a notarial deed.
Public trading: possibility of having shares admitted to public trading and raising capital on regulated markets
The proposal provides for the possibility of admitting shares in EU Inc. to public trading, provided that EU Inc. satisfies the requirements set out in EU and national law. This solution is intended to provide EU Inc. with broad capital-raising opportunities and investors with the ability to manage their investments efficiently.
Organisational flexibility: model articles of association or bespoke provisions, decisions of corporate bodies online, in hybrid form or in person
Entrepreneurs will be able to use the model articles of association for EU Inc. set out in EU legislation or introduce their own provisions, while decisions of corporate bodies (the Management Board, the general meeting) may be taken fully online, in hybrid form or in person.
Cross-border activity: EU digital power of attorney, simplified branch establishment, participation in cross-border mergers, divisions and conversions
EU Inc. will be able to use an EU digital power of attorney to complete numerous formalities, in particular those related to establishing foreign branches, incorporating companies or participating in cross-border divisions, mergers and conversions. The legalisation of documents will also be facilitated.
The introduction of a new common legal structure in the form of EU Inc. may open the EU market to a broad range of investors, particularly those wishing to develop innovative solutions and conduct cross-border activities. In view of the universality and flexibility of the proposed solutions, EU Inc. may prove to be a recommended legal instrument for many entrepreneurs. We will keep you informed on an ongoing basis of further changes relating to the proposal.
If you have any questions, please contact the lawyers in the Company Law & Corporate Governance Law Team: Anna Wojciechowska, Igor Socha and Mateusz Taranek.