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DRAFT REPORT (COM(2026)0321 – C100080/2026 – 2026/0074(COD))

On the proposal for a regulation of the European Parliament and of the Council on the 28th regime corporate legal framework - 'EU Inc.'

JURI-PR-790143

Committee on Legal Affairs · Rapporteur: René Repasi

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The Committee on Legal Affairs' draft report sets out Parliament's position on the proposed regulation creating a 28th company law regime, the 'EU Inc.'. It amends the Commission proposal to add a steward-owned EU Inc. ('EU Inc. SO'), a new scope article, employee participation rules based on the place of employment, and a list of excluded economic activities. It keeps fully digital formation through the EU central interface within two working days and a maximum cost of EUR 100, and strengthens preventive legality control. It adds harmonised employee stock option and ownership plans, a simplified winding-up regime for EU Inc. startups, and out-of-court dispute settlement.

Committee position. The rapporteur proposes to amend the Commission proposal: add a steward-owned EU Inc. form, a new scope article, employee participation based on the place of employment, a list of excluded activities, employee share ownership plans, a simplified winding-up regime for startups and out-of-court dispute settlement, while keeping digital formation within two working days at a maximum cost of EUR 100.

Key points

  1. Creates a new harmonised limited liability form, 'EU Incorporated' ('EU Inc.'), in every Member State, and a new steward-owned form, 'EU Inc. SO'.
  2. Replaces the old Article 4 with a scope article: the regulation does not affect Union and national labour law, collective agreements or social security legislation.
  3. Excludes from scope economic activities unlikely to develop a new or improved product, service or process, listed in a new Annex Ia, and empowers the Commission to update that list by delegated act.
  4. Requires employee participation rules of the Member State of employment to apply, with the highest level of participation where employees are in more than two Member States.
  5. Sets a fast-track formation procedure through the EU central interface within two working days and a maximum cost of EUR 100, extendable for additional checks.
  6. Requires preventive control to verify the identity and legal capacity of applicants and the authenticity, accuracy and reliability of information submitted.
  7. Allows an EU Inc. to be registered as an EU Inc. SO, with permanent separation of control rights and economic participation rights, steward shares and economic shares.
  8. Requires an EU Inc. SO to prepare an annual stewardship compliance report, subject to independent assurance, and to file it with the business register.
  9. Establishes an EU employee stock option plan (EU-ESO) and a European employee share ownership plan (EU-ESOP), which complement and do not replace ordinary remuneration.
  10. Taxes income from EU-ESO warrants and EU-ESOP shares only when the shares are disposed of, and bars using their value to reduce social security contribution bases.
  11. Opens simplified winding-up proceedings to EU Inc. startups with fewer than 20 creditors, with a stay of individual enforcement actions that does not apply to employees' claims.
  12. Introduces out-of-court dispute settlement for business-to-business disputes, an EU Inc. digital platform, and a public database of national judgments.

Who is affected

  • Startups and scaleups: can use the EU Inc. form, employee share plans and simplified winding-up proceedings.
  • Employees: gain board-level participation based on the place of employment and protection of wages and social security.
  • Founders wanting long-term control: can register as an EU Inc. SO with permanent separation of control and economic rights.
  • Creditors: can oppose fast-track liquidation within three months and keep claims after removal from the register.
  • Member States: must certify out-of-court dispute bodies and may designate specialised judicial chambers for EU Inc. disputes.

Figures and deadlines

  • EUR 100: maximum cost of the fast-track company formation procedure.
  • two working days: deadline for preventive control and registration through the EU central interface.
  • EUR 10 million: annual turnover or balance sheet total limit for the definition of 'startup'.
  • fewer than 100 persons and less than 10 years: employment and age limits for the definition of 'startup'.
  • three months: deadline for creditors to oppose fast-track liquidation.
  • ten years: period for keeping the books and records of a company removed from the register.
  • six months: deadline for an EU Inc. SO to file the stewardship compliance report and assurance statement.
  • 25 per cent: voting rights or proceeds threshold above which persons are excluded from EU-ESOP shares.

Legal basis: Article 294(2) and Article 114 of the Treaty on the Functioning of the European Union.