What is the current situation?
Companies operating across the EU currently face 27 different national company law regimes, with a total of over 60 different company forms. This fragmentation creates significant complexity and cost for founders, investors and businesses seeking to expand across borders. European start-ups in particular have historically relocated to the United States to scale and attract venture capital funding, partly due to this regulatory fragmentation.
What is EU Inc.?
On 18 March 2026, the European Commission published its proposal for EU Inc. — a new optional, fully harmonised EU company form, directly applicable in all 27 Member States without national transposition. The proposal was politically endorsed by the European Council on 19–20 March 2026. The Commission is calling for a political agreement by end of 2026.
| 48 hrs
Registration deadline |
EUR 0
Min. share capital |
End 2026
Registration deadline |
EUR 100
Political target |
H2 2026
Max. registration cost |
The key changes introduced by LETA are:
- Central register: A federal Transparency Register replaces the internal company list. The register is maintained by the Federal Office of Justice and monitored by an audit unit at the Federal Department of Finance.
- Non-public access: The register is not publicly accessible. Access is restricted to designated authorities (criminal prosecution, tax, SECO, MROS, intelligence services) and AMLA-subject financial intermediaries for KYC purposes.
- Identification standard: EU Inc. is open to any founder, start-up, scale-up or existing company — regardless of size, nationality or current structure. Companies may choose EU Inc. in addition to, or instead of, a national company form.
- One-month deadline: Registration takes place digitally within 48 hours via the EU central interface, for a maximum cost of EUR 100, using standard EU template articles of association.
- Penalties: Intentional non-compliance is punishable by a fine of up to CHF 500,000.
- AMLA extension: The revised AMLA extends AML obligations to certain advisory and structuring activities, including real estate transactions, setting up non-operational entities, and providing domicile or registered office services.
The following entities are within the scope of LETA:
| Entity Type | Eligible? | Notes |
| Any founder (individual or company, EU or non-EU) | ✔ Yes | May register as EU Inc. — optional |
| Existing EU company converting to EU Inc. | ✔ Yes | May register as EU Inc. — optional |
| Start-up or scale-up seeking EU-wide operations | ✔ Yes | May register as EU Inc. — optional |
| Non-EU company establishing EU presence | ✔ Yes | May register as EU Inc. — optional |
| Company with multi-jurisdiction EU structure | ✔ Yes | May register as EU Inc. — optional |
| Publicly listed companies (separate rules apply) | ✗ Exempt | Not eligible for EU Inc. form |
| State-owned entities | ✗ Exempt | Not eligible for EU Inc. form |
| Non-profit foundations & associations | ✗ Exempt | Excluded from registration |
Key Features of EU Inc.
| Digital Registration in 48 Hours
Any natural person holding ≥25% of capital/voting rights directly or indirectly, or exercising control by other means. Where no such person exists, the highest-ranking management body member is deemed the UBO. |
Zero Minimum Capital
EU Inc. requires no minimum share capital. Multiple share classes are permitted, and digital share transfers do not require a notary or bank involvement. |
| SAFEs & Modern Financing
Simple Agreements for Future Equity (SAFEs) are explicitly recognised as a financing instrument under EU Inc., providing legal certainty across all 27 Member States for the first time. |
EU Employee Stock Option Plan
AMLA-subject intermediaries have register access for KYC. They must report discrepancies between their own KYC data and the register within 30 days of the client failing to resolve the issue. |
| Simplified Digital Insolvency
EU Inc. includes a simplified digital insolvency procedure with no mandatory representation by lawyers or insolvency practitioners for eligible companies, with a six-month deadline for completion. |
EU Central Register
The revised AMLA extends AML obligations to high-risk advisory activities including: real estate transactions, setting up non-operational entities, and providing domicile or registered office services. |
When?
| 18 Mar 2026 | European Commission publishes EU Inc. proposal |
| 19–20 Mar 2026 | European Council political endorsement — end 2026 agreement target set |
| 17 Apr 2026 | Council Working Party sessions: 17 Apr, 27 Apr, 7 May |
| End 2026 ★ | Political target: European Parliament and Council reach trilogue agreement |
| End 2026 | EU Inc. available for use immediately |
| 2027+ | Regulation enters into force — EU Inc. available for registration |
What does this mean for you?
EU Inc. is optional — but it offers real advantages for companies with EU operations or growth ambitions. We recommend considering the following:
- Assess eligibility: EU Inc. is open to any founder or company, regardless of size or location. If you operate across multiple EU Member States, or plan to expand, EU Inc. may offer a simpler and more cost-effective structure.
- Review your current structure: Consider whether your existing national company form creates unnecessary complexity, cost or investor friction. EU Inc. consolidates corporate governance under a single EU-wide framework.
- Consider financing instruments: If you use or plan to use SAFEs, employee stock options, or multiple share classes, EU Inc. provides explicit legal certainty for these instruments across all 27 Member States.
- Plan ahead: The legislative process is targeting end of 2026 for final agreement. Once the Regulation enters into force, registration will be available immediately. Monitoring the co-legislative process now allows you to prepare in advance.
- Seek advice on implications: Tax, employment and operational compliance remain national under EU Inc. — the Regulation covers incorporation and corporate lifecycle only. Understanding how EU Inc. interacts with your existing obligations requires careful assessment.
Should you have any questions regarding EU Inc. or its implications for your corporate structure, please feel free to contact us. We will keep you informed as the legislative process develops.
