On 18 March 2026, the European Commission published a legislative proposal that, once in force, will make starting and financing a business across the European Union significantly easier than before. The proposal COM(2026) 321 – the so-called 28th regime in company law — introduces a new optional EU-wide corporate form: EU Inc.
The proposal did not emerge from a vacuum. Mario Draghi’s 2024 competitiveness report made clear that the EU’s 27 different company law systems and more than 60 corporate forms impede the growth of European businesses. The Commission’s Competitiveness Compass (29 January 2025) and the March 2025 European Council conclusions established the creation of an EU-wide optional corporate form as a concrete priority. COM(2026) 321 is the delivery on those commitments.
The Commission has launched a trilogue with the aim of reaching agreement by the end of 2026. Whether that timeline will be met depends on the pace of proceedings in the European Parliament and the Council — EU legislative practice gives cause for caution. Even under an optimistic scenario, implementing the Regulation will require technical preparation by Member States and the adoption of Commission implementing acts (including the template articles of association under Article 8), meaning that EU Inc. will realistically become available to businesses in 2028 or later.
The “28th regime” means that this is a pan-European company law framework that operates alongside — not in place of — the domestic company law of each Member State. An entrepreneur will be able to choose: incorporate an Estonian private limited company (osaühing) under the Commercial Code, or a European EU Inc. under the Regulation.
Fast, Affordable, Digital
EU Inc. allows a company to be incorporated using template documents within 48 hours and for less than €100. Where a bespoke articles of association is used, the permitted deadline for the registration procedure is up to five business days. There is no minimum capital requirement; share capital may be €0.
The procedure is fully digital from start to finish: a company may be incorporated either through a Member State’s business register or through an EU central interface to be built on top of the BRIS system. The once-only principle means that information already held in the register may not be re-requested from the company by other authorities. Meetings and voting may take place fully or partially online, and Member States may not restrict this. Shareholder resolutions may also be adopted without convening a meeting, where this is provided for in the articles of association or all shareholders have consented in writing.
Worthy of particular attention: a Member State may not require notarisation of share subscription or transfer transactions (Articles 59(5) and 67(6)). This is one of the most significant provisions of the proposal: in France, Germany, Austria and Belgium, existing notarial requirements add weeks of time and thousands of euros in costs to cross-border share transfer transactions and financing rounds. For EU Inc., this is prohibited.
The digital procedure principle also applies at the end of a company’s lifecycle: liquidation of an EU Inc. proceeds fully digitally. Innovative start-ups will also have access to a simplified insolvency procedure to enable faster and cheaper wind-down and a fresh start.
Capital and Shares
EU Inc. is something of a hybrid between the Estonian private limited company (osaühing) and public limited company (aktsiaselts). Instead of private limited company shares (osad) – a form of participatory interests which may have different nominal values – EU Inc. has “normal” shares, but unlike shares in an Estonian public limited company, the acquisition of EU Inc. shares is not entered into any central register. The share register is maintained by the company itself, a solution similar to the shareholder list kept by a private limited company with at least €10,000 in share capital under § 149(6) of the Commercial Code (cf. § 182¹ of the Commercial Code).
Shares are electronic. Each shareholder has a right of access to the share register and is entitled to receive a digital share certificate upon request, bearing a qualified electronic time stamp and electronic seal.
Unless the articles of association provide otherwise, each share carries one vote. Shares with different voting rights, including non-voting shares, are permitted.
Consistent with the absence of a minimum capital requirement, EU Inc. shares are by default no-par-value shares, but a company’s articles of association may provide that its shares have a par value. In that case, the company’s share capital is divided into equal parts corresponding to the number of shares; a single company may not have shares of different par values, nor a mix of par-value and no-par-value shares.
Structure from an Investor’s Perspective
EU Inc. is designed to be suitable for use in investment transactions, not merely as a simple holding structure.
Different classes of shares (including preference shares with liquidation preferences, anti-dilution protection, veto rights, and drag-along/tag-along rights) must be permitted by Member States – Article 55 prohibits the use of domestic law to restrict them.
Convertible instruments receive a clear EU-wide legal basis. Article 68 covers SAFEs (Simple Agreement for Future Equity), KISSes (Keep It Simple Security), and convertible loan agreements (CLAs). This resolves the cross-border usability problem whereby the legal enforceability of these instruments currently needs to be verified separately for each Member State.
EU-ESO – employee equity participation at EU level. Under Articles 78-79, taxation of income derived from EU-ESO instruments is deferred until the shares are sold, eliminating the so-called “dry tax” problem. The minimum guarantee under Article 79(4) prohibits Member States from treating EU-ESO instruments less favourably than equivalent domestic instruments. Among other things, this resolves the current problem of employees of an Estonian private limited company based in different Member States finding themselves in materially different tax positions relative to one another.
Governance
EU Inc. has a simple and flexible governance structure.
The Board of Directors consists of one or more natural persons, at least one of whom must be an EU resident. The Board represents the company in all transactions and acts for which a general meeting or other body specified in the articles of association is not required. Under the Estonian Commercial Code, each board member may by default represent the company individually in all legal acts. By contrast, EU Inc. board members represent the company jointly, unless the articles of association or a general meeting resolution provide otherwise. Board members may delegate their powers to other individuals, for example members of the hired management team.
The General Meeting appoints and removes board members, approves the annual accounts, and may issue binding instructions to the Board.
The Regulation provides for only these two bodies, but Recital 32 expressly acknowledges that additional bodies may be created in the articles of association – a supervisory board, an investor advisory committee, an audit committee, or any other structure the particular company may require.
Prohibition of Discrimination Based on Member State of Registration
Companies registered in EU Member States frequently encounter, in the innovation and start-up support programmes of other Member States, a requirement that the company be registered in that specific Member State. The result: an Estonian entrepreneur wishing to apply for, say, a German, French or Dutch national start-up grant is automatically excluded from that programme. And vice versa.
Article 103 prohibits such discrimination against EU Inc. companies. An EU Inc. registered in Estonia is entitled to access the support programmes of other Member States on the same terms as a company registered in that Member State. This becomes particularly significant given that EU innovation funding is increasingly being channelled through nationally administered schemes.
Nuances and Open Questions
Article 4 – supplementary rule. All questions not addressed by the Regulation are governed by the domestic law of the jurisdiction of registration. For an EU Inc. registered in Estonia, this means the Commercial Code. On the one hand, this is an advantage (the Estonian Commercial Code is one of the most entrepreneur-friendly frameworks in Europe); on the other, it means that a cross-border investor must still assess the law of each jurisdiction of registration in respect of all unharmonised matters.
Article 8 template articles of association – the content of the implementing act is decisive. The practical value of the entire 48-hour fast-track procedure and the €100 fee cap depends on a single question: what will the template articles of association adopted under Article 8 contain? If the templates are designed around a simple shareholder structure – where all shareholders have identical rights and obligations – then almost all companies planning to raise investment will need to use bespoke articles of association. As soon as investment is to be raised, it becomes necessary to distinguish at least between founders and investors, who have fundamentally different rights and obligations, and this distinction must be reflected in the articles of association. Bespoke articles of association do not fall within the 48-hour fast-track fee cap, and in Member States with a notarial tradition, this may mean that traditional notarial costs return. Drafting of the implementing act will begin after the Regulation is adopted, and its content will determine whether EU Inc. genuinely becomes accessible for investment transactions in practice.
The Estonian Perspective: Opportunity or Threat?
EU Inc. brings Estonia both real risks and real opportunities — and the balance between them depends largely on how actively Estonia acts.
The risk of cannibalisation is real. Estonia’s e-Residency programme has to date attracted over 130,000 e-residents from more than 170 countries, in part because the Estonian private limited company has been the most digitally accessible corporate form in the EU for international founders. Once the EU Inc. Regulation enters into force, it will offer a similar digital incorporation process across the entire European Union, and a foreign founder may no longer prefer an “Estonian OÜ via e-Residency” over a EU Inc. in some other Member State. Passive support for the adoption of EU Inc. does not guarantee that Estonia retains its position as the preferred jurisdiction.
The opportunity, however, is at least as significant. An EU Inc. registered in Estonia will be subject to the Commercial Code in all unharmonised matters — one of the most entrepreneur-friendly frameworks in Europe. Combined with Estonia’s digital infrastructure (e-register, e-identity, digital signatures, e-Residency ecosystem), the ready availability of English-language services, and the existing network of e-Residency service providers (accountants, lawyers, virtual office services), Estonia has a genuine opportunity to emerge as the preferred jurisdiction for EU Inc. for international founders.
That opportunity will not materialise on its own. Active positioning is required – both in rethinking the e-Residency programme and in consistently advancing Estonia’s positions in the working groups of European institutions. One concrete avenue: Estonia has years of experience developing and deploying model documents for the start-up ecosystem – the Startup Estonia model documents, developed collaboratively by leading law firms and periodically updated, including founders’ and shareholders’ agreements, template articles of association, CLAs, SAFEs and more, have been in active use here for years. This experience is directly transferable to the drafting of template articles of association and standard documents under the Article 8 implementing act. Estonia should actively lobby for its model document development experience to be used as input in creating EU Inc. standard documentation – this is in the interests of both Estonia and the EU.
TRINITI keeps abreast of developments in European company law in order to be ready to advise clients on questions relating to the incorporation and management of EU Inc. companies as soon as this becomes possible.
