The EU Inc. proposal, presented by the European Commission on March 18, 2026, introduces a new harmonized legal framework for the establishment and management of businesses within the European Union. Its primary objective is to simplify the European business system, reduce regulatory fragmentation, and enhance the competitiveness of businesses.

 

1. Target Audience

 

EU Inc. will be an additional corporate form alongside the standard corporate forms under Italian commercial law, and it will not require any specific conditions related to the activity to be undertaken. This means that anyone wishing to establish a new company in any EU country will have the option to choose between the new EU Inc. form – which must be indicated in the company name – and an existing national corporate form (which will not be affected by the new European regulations).

The EU Inc. structure will be identical in all Member States, ensuring uniformity in procedures, as obtaining legal personality in the state of establishment guarantees recognition in other Member States.

 

2. Main Features

 

The main features of EU Inc. include:

 

• Simplified Digital Registration: Business registration must be completed within 48 hours of submission, through a fully digital process that will be integrated into the existing Business Registers Interconnection System (BRIS), which connects the national registries. The registration of a new company must cost a maximum of 100 euros, reducing financial barriers for starting a business. Additionally, there will be no requirement for an initial minimum capital.

 

• Harmonized Legal Framework: The same legal rules will apply in all EU Member States. Specifically, the proposal contains community rules regarding the establishment, management, and liquidation of EU Inc. Therefore, for aspects not covered by the future regulation, national laws will apply (e.g., labor law and taxation).

 

3. Establishment

 

• Procedure: The establishment of an EU Inc. company requires the completion of a harmonized, fully digital application form. The future members of the Board of Directors must complete and sign the application form using electronic identification methods compliant with the eIDAS Regulation.

 

• Company Articles:

          -The company’s articles must be drawn up digitally and contain a minimum set of information required by law.

          - They must be written in at least one official language of the registering Member State and one language commonly used in international trade and finance.

 

• Preliminary Review: The articles and any amendments must undergo a preliminary review, which, depending on the state, may be administrative, judicial, or notarial, to verify compliance with formal and legal requirements.

 

• Registration with the Business Registry: The company must be registered in the business registry of the Member State chosen for its legal seat. Registration can be done via BRIS or directly with the national business registry.

 

• Assignment of a Unique European Identifier (EUID): A company is assigned a Unique European Identifier (EUID) upon registration.

 

• Requirements for Directors: Directors must declare any revocations of previous administrative positions and disclose any knowledge of disqualifications or causes of termination from previous roles in compliance with Member State rules.

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4. Internal Organization and Shareholding

 

• Internal Organization: The main bodies are the Board of Directors (BoD) and the Shareholders' Assembly. A specific feature concerns the composition of the BoD, which must include at least one director residing in an EU country. Shareholder meetings can be held entirely online or in a hybrid format, allowing shareholders to participate, vote, and identify themselves electronically. Additionally, shareholder decisions can be made without the need for a physical meeting through written resolutions if provided for by the company’s articles or if all shareholders agree.

 

• Shares and Transfer Regime: These companies are allowed to issue both shares and stakes, which must be dematerialized and registered in a digital register of shares/stakes. The registration in the digital register is constitutive, certifying ownership. The company’s articles may allow shares to be issued, registered, and transferred using technologies such as distributed ledger technology or other digital solutions. Bearer shares are prohibited. Each European Company must create, upon registration, and maintain a digital register of shares, which must be constantly updated, ensuring data integrity and security.

 

• Warrants: These companies are allowed to issue warrants to members of the Board of Directors or employees of the company or its subsidiaries, provided that the beneficiaries do not already hold more than 25% of the voting rights or profit rights. The taxation on income from exercising the warrant will occur only when the acquired shares are sold, with the tax determined by the difference between the market value of the shares at the time of sale and their purchase price. Consequently, the shareholder is taxed only when the shares are sold or otherwise realized. Member States must ensure that the tax treatment of warrants and underlying shares is at least equivalent to that of other employee stock options, provided all legal requirements are met.

 

5. Procedure di liquidazione

 

Another feature to highlight is the simplification of liquidation procedures.

 

The proposal provides for the possibility of requesting an accelerated liquidation procedure, characterized by:

 

• Online Process: The process will be carried out via the web portal of the Business Registry of the state of establishment, which must transmit the information via BRIS.

• Access Conditions: Cessation of economic activity, no debts (unless creditor consent is obtained), no ongoing administrative/judicial proceedings, and no assets.

 

For innovative companies, there are updates regarding the accelerated liquidation procedure in case of insolvency:

 

• All communications in the insolvency procedure must be conducted digitally between the parties involved.

• The request can be submitted by the debtor or a creditor using a standard form, without the need for legal representation.

• Member States must create electronic auction platforms for the sale of assets of insolvent companies, accessible to all within the EU. The Commission must create a system to connect national auction platforms, providing multilingual information and enabling participation.

• The procedure must be completed within six months of the request, with a possible six-month extension. Upon closure, the company is dissolved.

 

These provisions simplify and accelerate the liquidation of innovative startups, reducing costs and time, and promoting a dynamic entrepreneurial environment within the EU.

 

6. Legislative Process and Timeline:

 

The proposal is currently under discussion in the European Parliament and the Council of the European Union. If approved, the Regulation could come into force by the end of 2026 or early 2027. The implementation will occur gradually, with the various Member States adapting to the new provisions.

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