Nicolas Clément, corporate M&A counsel chez Baker McKenzie.  Photo: Baker McKenzie 

Nicolas Clément, corporate M&A counsel chez Baker McKenzie.  Photo: Baker McKenzie 

EU Inc. aims to create an optional EU-wide company form to ease cross-border growth for startups and scale-ups. Fully digital, low-cost and tax-neutral, it could complement Luxembourg vehicles while boosting Europe’s competitiveness.

On 18 March 2026, the European Commission published its long‑awaited proposal for a regulation introducing a new optional EU‑wide company form – commonly referred to as “EU Inc.” – which is intended to form the cornerstone of the so‑called “28th regime”. The objective of EU Inc. is to reduce fragmentation in EU company law and to facilitate cross‑border entrepreneurship, in particular for startups and scale‑ups. At this stage, the proposal is subject to the ordinary legislative procedure, with the European Commission aiming for political agreement by the end of 2026, and a potential application from 2027–2028.

EU Inc. is conceived as an optional limited liability company form, sitting alongside (rather than replacing) more than sixty national company types currently available across the EU. Its main features include, among others, fully digital incorporation (within forty‑eight hours), formation costs of less than €100, and no minimum share capital requirement. The proposal further provides for flexible governance arrangements, the possibility of multiple share classes, simplified capital operations, and digital share transfers. Company filings would be made through a central EU interface building on the Business Registers Interconnection System (BRIS), enabling the “once‑only” submission of corporate information.

It is worth noting that the draft regulation on EU‑Inc. is generally limited to company‑law coordination, does not establish any EU‑level tax regime and expressly preserves member state competence in taxation. An EU‑Inc. remains subject to the tax law of the Member State of its registered office, with no harmonisation of corporate income tax, withholding taxes or VAT.

From a Luxembourg perspective, EU Inc. could, in certain cases, represent an attractive alternative to established domestic vehicles such as the S.à r.l. and the S.A., which are widely used and well regarded. By offering a uniform EU‑level corporate framework, EU Inc. may deliver greater speed, legal predictability and cross‑border scalability, while reducing incorporation and structuring friction for internationally‑oriented businesses. Although Luxembourg already ranks among the most efficient and business‑friendly jurisdictions within the EU, EU Inc. could further enhance the EU’s overall competitiveness by allowing founders to operate from inception under a genuinely pan‑European corporate form.

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A full version of this article is also available in French.

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