“European Commission President Ursula von der Leyen announced at the World Economic Forum in Davos her intention to create a 'new, truly European corporate structure.' This aligns with the European Commission’s strategy, which has declared the promotion of start-ups, research, and innovation to be central priorities of its mandate. The goal is to close the innovation gap between the EU and its global competitors and to sustainably strengthen Europe’s competitiveness.
In doing so, the EU Commission is responding to long-standing demands from founders, investors, and industry associations, which were summarized in the 'EU-Inc Policy Proposal.' The regulatory framework for the 'EU Inc.' is also referred to as the '28th Regime,' as it is intended to apply alongside the 27 national legal systems governing corporate law. Incorporation is intended to be possible digitally within 48 hours.
In Germany, the EU Inc. would be most comparable to the *Unternehmergesellschaft (haftungsbeschränkt)* [Entrepreneurial Company (with limited liability)]. For this sub-form of the German limited liability company (*GmbH*), a share capital of just one euro is sufficient. However, the shareholders are required to set aside at least 25 percent of the annual profits until a share capital of 25,000 euros is reached. This share capital serves simultaneously as both liability capital and start-up capital. In contrast, the Policy Proposal does not stipulate a minimum share capital requirement. This corresponds to the current legal situation in Anglo-American jurisdictions. For jurisdictions—such as Germany—that have historically insisted on a minimum capital requirement for limited liability companies in light of their limited liability status, the EU Inc. raises the question of adequate creditor protection.
A German *GmbH* can only be established with the involvement of a notary public. The notary provides advice on all essential legal matters, assists in drafting the corporate documents, formally certifies them, and subsequently registers the company in the Commercial Register. Furthermore, the notary verifies the identities of the parties involved and conducts the statutory anti-money laundering checks. Since 2022, it has also been possible in Germany to incorporate a GmbH (limited liability company) online. However, even in this procedure, the involvement of a notary is strictly mandatory.
The digitalization plans for the "EU Inc." go even further. Specifically, the digital incorporation process is intended to be possible without any notarial involvement whatsoever. The company would then be entered into a central EU register, which is to be administered by a newly established EU authority. The absence of notarial involvement is unlikely to pose a problem for every EU Member State. For Germany, however—due in part to the "publicity effect" applicable to German commercial registers, which serves to protect the confidence of legal and commercial actors—a complete waiver of notarial involvement represents entirely uncharted territory.
It remains to be seen how the Member States will react to the European Commission's proposal and whether Germany will be prepared to depart from its established notarial practices. Nevertheless, in the context of global competition among corporate forms, the introduction of this 28th regime is likely well-suited to enhance the attractiveness of the European Single Market—compared, for instance, to that of the USA—and to sustainably strengthen the European Union's competitiveness, at least in this specific area.
The authors are lawyers at the law firm Pinsent Masons.” [1]
What happened with the plans for the "EU Inc."?
The European Commission officially proposed the "EU Inc." framework on March 17, 2026, aiming to create a harmonized, 28th corporate legal regime across the EU to facilitate easier, fully digital business registration within 48 hours for under €100. This "28th regime" is designed for startups, allowing them to operate under a single, unified set of rules rather than navigating 27 different national company laws.
Key Aspects of the Proposal:
• Purpose: To enhance the scalability of innovative European companies, reduce administrative burdens, and simplify cross-border operations.
• Digitalization: Enables fully digital company lifecycle management, including liquidation.
• Centralization: Introduces a central EU-level interface for business registration and data sharing, removing the need to submit paperwork multiple times.
• Access to Finance: Simplifies capital operations and share transfers, and streamlines employee stock options to attract talent.
Current Status & Timeline:
• Legislative Phase: Following the European Parliament’s report in January 2026, the proposal was formally submitted by the Commission in March 2026.
• Goal: The European Commission aims for a political agreement on the legislation by the end of 2026.
• Implementation: The projected date of application is expected around 2028.
• Challenges: Some debate exists regarding the structure, as initial visions of a single European entity have shifted towards a harmonized framework that still interacts with national legal systems.
This initiative aims to create a "single rulebook" for businesses across the 450 million consumers in the EU, often referred to as the 28th regime, say enthusiasts on.
1. EU-Kommission will eine neue Rechtsform schaffen: Eine "EU Inc." soll schnelle Firmengründungen ermöglichen. Das wirft grundsätzliche Fragen auf. Frankfurter Allgemeine Zeitung; Frankfurt. 11 Feb 2026: 18. THOMAS PESCHKE, ALEXANDRA JANDKE
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