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REPORT (2025/2079(INL))

With recommendations to the Commission on the 28th Regime: a new legal framework for innovative companies

A-10-2025-0269

Committee on Legal Affairs · Rapporteur: René Repasi

✦ In short · AI summary of this text, generated 4 Sept 2026

Written by a language model from the full text only; every figure comes from the text. The paragraph links open the paragraph a statement rests on — check the text itself before relying on it.

Parliament's resolution requests a Commission proposal for a directive creating a 'Societas Europaea Unificata' (S.EU) corporate form, a 28th regime for innovative companies, based on Articles 50 and 114 TFEU. The S.EU would be a national limited liability company in all member states, with uniform rules, digital registration within 48 hours, and safeguards for labour law and employee participation. It calls for optional schemes like steward ownership, employee financial participation, and equity-like debt instruments, plus a digital portal and dispute resolution mechanisms.

Committee position. The Committee on Legal Affairs recommends that Parliament request a directive on the 28th regime, based on Articles 50 and 114 TFEU, and outlines detailed recommendations for its content.

Key points

  1. Requests the Commission to submit a proposal for a directive on the 28th regime by the first quarter of 2026, based on Articles 50 and 114 TFEU.
  2. Insists on a maximum harmonisation directive with uniform rules across the Union, opposing Article 352 TFEU and enhanced cooperation.
  3. Proposes naming the corporate form 'Societas Europaea Unificata' (S.EU), a limited liability company not listed on the stock market, automatically recognised in all member states.
  4. Requires digital registration within 48 hours, a uniform digital portal, and a single company identifier to reduce administrative burdens.
  5. Calls for safeguards to prevent circumvention of labour law and employee participation, ensuring S.EUs comply with existing protections.
  6. Encourages optional forms like steward ownership, asset locks, and different share classes to protect against 'killer acquisitions'.
  7. Calls for harmonised rules on employee financial participation, including ESOPs and ESOs, without affecting fiscal policy.
  8. Requests harmonised equity-like debt instruments and standardised model documents for S.EUs to improve access to capital.
  9. Proposes an alternative dispute resolution mechanism and special court panels for S.EU disputes, excluding labour law disputes.
  10. Urges a comprehensive impact assessment and regular reviews every 4 years, reporting on effects on SMEs and labour standards.

Who is affected

  • Small and medium enterprises, start-ups and scale-ups in the EU, which can opt into the S.EU form.
  • Founders and investors, who gain access to harmonised rules and alternative financing instruments.
  • Workers and their representatives, protected by safeguards ensuring no circumvention of labour and participation rights.
  • Member states, which must implement the directive and provide for S.EU registration and dispute resolution.

Figures and deadlines

  • EUR 1 minimum capital requirement for S.EU registration.
  • 48 hours for digital registration of an S.EU.
  • Every 4 years for review of the 28th regime.
  • First quarter of 2026 for the Commission proposal.

Legal basis: Articles 50 and 114(1) of the Treaty on the Functioning of the European Union