With the Communication of March 18, 2026, the European Commission presented the proposal for the so-called 28th Regime, namely a Regulation for the creation of a harmonized corporate legal framework.
The main innovation is certainly the so-called EU Inc., namely a new form of limited liability company that will be integrated into the legal systems of all Member States and recognized throughout the EU.
From the document presented, it emerges that the EU Inc. will have the following characteristics:
- Limited liability of shareholders;
- Acquisition of legal personality upon registration in the business register of the Member State of registered office;
- Possibility of incorporation ex novo and directly, by one or more natural/legal persons, or through extraordinary transactions (conversion, merger, demerger, including cross-border);
- Assignment of a European unique identifier (EUID) at the time of registration;
- Indefinite duration, unless otherwise provided in the articles of association.
The key regulation to refer to would consist of the EU Regulation, as well as the articles of association of the EU Inc.
The incorporation procedures are also important: in particular, a central EU interface will be established to allow the incorporation of the EU Inc. entirely online. Furthermore, the incorporation procedure is characterized by extremely fast timelines (namely, within 48 hours from submission of the application) and by having a maximum cost of €100 (including administrative, judicial/notarial, and documentary control). Once registration is completed, automatic transmission of corporate data to the main competent authorities (tax, social security, beneficial ownership registers, etc.) is provided.
The regulation of contributions and capital is also interesting. Specifically, no minimum capital is required and shares may be without nominal value and not represent a fraction of the share capital. Furthermore, shares would be dematerialized and registered in a single digital register, with constitutive effect of ownership, as well as freely transferable (subject to statutory restrictions).
Broad operational scope is also provided. Indeed, the EU Inc. may issue convertible financial instruments, access multilateral trading facilities and request admission of its shares to trading on regulated markets.
Great importance is also given to the prohibition of discriminatory requirements, as Member States may not impose less favorable treatment compared to limited liability companies incorporated under their own national law.
Finally, strong emphasis is placed on the use of exclusively digital procedures for the entire life cycle of the EU Inc. (incorporation, operations, financing and conclusion).