What Is EU-INC? The 28th Regime Explained
EU-INC is a proposed pan-European company form that would let founders incorporate a single entity in 48 hours, with just EUR 1 in capital, recognized across all 27 EU member states. Here is everything you need to know.
What is the 28th regime?
The European Union consists of 27 member states, each with its own corporate law framework. A German GmbH operates under different rules than a French SAS, a Polish sp. z o.o., or an Estonian OU. For founders building cross-border teams and raising international capital, this fragmentation creates enormous friction. Different incorporation rules, different governance requirements, different equity structures — all multiplied across every country where the company operates.
EU-INC, formally known as the “European Incorporation” or the 28th regime, proposes an elegant solution: an entirely new, optional company form that exists alongside all 27 national systems. It does not replace any existing corporate structure. Instead, it offers a 28th option — a unified, pan-European legal form governed by a single set of EU-level rules.
Think of it as a “European LLC” designed from scratch for the realities of modern startups: digital-first incorporation, investor-friendly governance, and seamless cross-border operations. A company incorporated as an EU-INC would be recognized in every member state without needing to set up subsidiaries or navigate local corporate law regimes.
Key concept: The term “28th regime” refers to the idea of adding one more legal framework on top of the existing 27 national systems. It is an opt-in system — no existing company form is changed or replaced.
Origin story: from petition to Davos announcement
The idea of a unified European company form is not new. The European Company (Societas Europaea or SE) has existed since 2004, but it was designed for large, established corporations — not startups. Its complexity and high capital requirements made it impractical for early-stage ventures.
The modern push for EU-INC began in earnest with grassroots advocacy from the European startup ecosystem. Organizations like Not Optional and prominent founders across the continent argued that Europe's fragmented corporate law was a key reason startups migrated to Delaware for incorporation, even when their teams and customers were entirely European.
The movement gained critical mass when an open letter calling for a pan-European startup entity gathered over 22,000 signatories from founders, investors, and policymakers across Europe. This groundswell of support caught the attention of the European Commission.
The pivotal moment came in January 2026 at the World Economic Forum in Davos, when European Commission President Ursula von der Leyen announced that the Commission would move forward with a legislative proposal for the EU-INC framework. This announcement signaled a clear political commitment to making the 28th regime a reality.
Key milestones
- 12004: Societas Europaea (SE) launches for large corporations, but proves impractical for startups
- 22023–2025: Not Optional and other advocates rally the ecosystem; the open letter surpasses 22,000 signatures
- 3January 2026: Von der Leyen announces EU-INC at the World Economic Forum in Davos
- 4March 2026 (expected): European Commission publishes the legislative proposal
Key features of EU-INC
While the final legislative text is still being finalized, the core features of the EU-INC framework have been consistently outlined by the Commission and key stakeholders. Here are the pillars that define this new company form.
48-hour online incorporation
EU-INC companies would be registered entirely digitally through a single EU-level portal. The target is to complete the full incorporation process — from application to a legally recognized entity — within 48 hours. No notary visits, no paper forms, no country-specific procedures. This mirrors (and improves upon) the speed that founders currently experience when incorporating in Estonia via e-Residency or registering a Delaware LLC through platforms like Stripe Atlas.
EUR 1 minimum share capital
One of the most founder-friendly aspects of EU-INC is its minimal capital requirement. While a German GmbH requires EUR 25,000 in share capital (or at least EUR 12,500 paid in) and a Polish sp. z o.o. requires PLN 5,000 (roughly EUR 1,150), the EU-INC would allow founders to start with just EUR 1. This removes a significant barrier to entry, especially for early-stage founders bootstrapping their ventures.
Single entity across all member states
An EU-INC entity would be automatically recognized and able to operate across all 27 EU member states without establishing local subsidiaries. A startup with co-founders in Berlin, engineers in Warsaw, and sales in Paris could all operate under one EU-INC entity. This is a dramatic simplification compared to today, where cross-border operations often require separate legal entities in each jurisdiction, each with its own compliance burden.
English as the working language
All EU-INC governance documents, filings, and corporate records would be maintained in English. This addresses a major pain point for international investors and cross-border teams who currently must deal with corporate documents in German, French, Polish, or other national languages — often requiring certified translations for every cap table transaction or board resolution.
Built-in EU-ESOP framework
EU-INC would come with a standardized Employee Stock Ownership Plan (EU-ESOP) framework baked into its governance rules. This means a single, consistent set of rules for granting equity to employees across borders — no more navigating 27 different national ESOP regimes. For a detailed deep dive, see our guide on EU-ESOP Explained.
Standardized SAFE and convertible instruments
The framework is expected to include provisions for standardized Simple Agreements for Future Equity (SAFEs) and other convertible instruments commonly used in startup fundraising. Currently, the legal validity and enforcement of SAFEs varies significantly across EU jurisdictions. A unified approach would reduce legal costs and accelerate fundraising timelines for European founders.
Investor-friendly governance
EU-INC governance rules would be designed with venture capital investment in mind. This includes provisions for preferred share classes, anti-dilution protections, drag-along and tag-along rights, and other mechanisms that are standard in US venture deals but often difficult or impossible to implement under certain national European corporate laws.
Why it matters for European startups
The European startup ecosystem has long suffered from a structural disadvantage compared to the United States. While American founders default to the Delaware C-Corp — a single, well-understood legal form accepted by every VC, accelerator, and acquirer — European founders must choose from dozens of national company forms, each with different trade-offs.
This fragmentation has real consequences. According to multiple industry reports, European startups spend 3–10x more on legal and compliance costs compared to their US counterparts. The complexity of cross-border employment, equity distribution, and governance creates friction that slows hiring, fundraising, and expansion.
EU-INC directly addresses these pain points by offering a single company form that:
- Eliminates the Delaware flip: Founders no longer need to incorporate in the US just to access a venture-friendly legal structure. The EU-INC provides equivalent governance features natively.
- Simplifies cross-border hiring: One entity can employ people across all 27 member states, using the built-in EU-ESOP for equity compensation.
- Reduces legal costs: Standardized governance, SAFEs, and ESOP frameworks mean less custom legal work for each new jurisdiction.
- Levels the playing field: A startup from Romania or Poland has the same corporate toolbox as one from Germany or France, reducing the advantage of incorporating in a “premium” jurisdiction.
For a detailed comparison of how EU-INC stacks up against existing national and international company forms, read our EU-INC vs National Company Forms guide.
Scope and limitations
It is important to understand what EU-INC does and does not cover. The framework is focused specifically on corporate law — the rules governing how a company is formed, structured, governed, and dissolved.
What EU-INC covers
- Company formation and registration procedures
- Share classes, equity structures, and cap table governance
- Corporate governance (board structure, voting rights, resolutions)
- Employee stock option plans (EU-ESOP)
- Standardized investment instruments (SAFEs, convertible notes)
- Cross-border recognition and operations
What EU-INC does NOT cover
Important distinction: EU-INC harmonizes corporate law only. The following areas remain governed by national law in each member state:
- ×Taxation: Corporate tax, capital gains tax, and the tax treatment of stock options all remain national matters. An EU-INC headquartered in Ireland will be taxed under Irish rules; one in Germany under German rules.
- ×Labor law: Employment contracts, working hours, termination rules, and social security contributions continue to follow the national law of the country where each employee is located.
- ×Insolvency law: Bankruptcy and insolvency proceedings will follow the rules of the jurisdiction where the company has its registered office.
- ×Sector-specific regulation: Financial services, healthcare, and other regulated industries will still require compliance with relevant national and EU sectoral regulations.
This deliberate scope limitation is actually a strategic choice. Attempting to harmonize tax and labor law would have made the proposal politically impossible. By focusing purely on corporate law, the Commission has chosen a path that is achievable and still delivers enormous practical value to startups.
Timeline: from proposal to first companies
Based on the European Commission's public statements and the standard EU legislative process, here is the expected timeline for EU-INC:
Legislative proposal published
The European Commission releases the full legislative text of the EU-INC regulation. This marks the beginning of the formal co-legislative process involving the European Parliament and the Council of the EU.
Parliamentary debate and negotiations
The European Parliament and Council review the proposal, propose amendments, and negotiate the final text through the ordinary legislative procedure (trilogues).
Regulation adopted and published
If negotiations proceed on an accelerated schedule (which political support suggests is likely), the regulation could be adopted by mid-2027. As an EU regulation, it would be directly applicable in all member states without requiring national transposition.
First EU-INC companies incorporated
The EU-level digital registration portal goes live, and the first EU-INC entities are created. The optimistic target is that founders could begin incorporating EU-INCs by the second half of 2027.
Note: These dates are estimates based on public statements and typical EU legislative timelines. The actual schedule may shift depending on the complexity of negotiations and political priorities.
What comes next
The EU-INC framework represents the most significant development in European corporate law in decades. For founders, it promises to remove one of the biggest structural disadvantages the European ecosystem faces compared to the US. For investors, it means a simpler, more predictable legal environment for portfolio companies across the continent.
As the legislative proposal is published and refined, there will be important details to watch — particularly around how the EU-level registration portal will work, how existing companies can convert to EU-INC form, and how the framework interacts with national tax systems.
To continue learning about the EU-INC framework:
- →EU-INC vs National Company Forms — See how EU-INC compares to Delaware, GmbH, SAS, and more
- →EU-ESOP Explained — Deep dive into the standardized employee equity framework