John Quinn (Dublin City University)
Yesterday, the European Council launched its “One Europe, One Market” agenda aimed at boosting EU competitiveness and strengthening the Single Market. At a summit that was overshadowed by events in the Middle East, EU leaders introduced a package of economic measures that included an important innovation, the 28th regime for company law.
On the previous day, 18th of March 2026, after months of mounting speculation, the Commission had unveiled its legislative proposal for a 28th regime of company law, or “EU Inc.”. This landmark proposal is the latest pillar in the EU’s strategy to bolster its economic competitiveness. The 28th regime refers to an optional EU level company law framework to sit alongside the 27 company law codes of the EU Member States. The 28th regime was first championed in the “Much More than a Market” report by Enrico Letta, who recently launched the Jean Monnet Centre of Excellence COMPETE at the Dublin European Law institute.
The underlying objective of the 28th regime is to overcome persistent barriers to cross-border business in the EU. Currently, any business seeking to operate across the EU must navigate a fragmented landscape comprising of 27 different national registers, legal frameworks and regulators. This multi-layered system results in higher compliance costs, duplicated administrative burdens and legal uncertainty that stifles a truly integrated EU business ecosystem.
The Commission is optimistic that the 28th regime can overcome these difficulties, stating in the press release that EU Inc. will make it easier for “businesses to start, operate and grow across the EU – incentivising companies to stay in Europe, and encourage those who once looked elsewhere to return.” However, the idea of a distinct EU company that operates freely across the EU is not new. The EU could not reach agreement on a proposal to create an EU private company (the Societas Privata) while the current EU company (the Societas Europea) remains primarily a creature of national law that has failed to overcome the difficulties of regulatory fragmentation. This blog offers a first look at the proposed 28th regime and explores its headline elements.
A First Look at EU Inc.
The proposal for the 28th regime takes the form of a Regulation based on Article 114 TFEU which empowers the European Parliament and the Council to adopt measures for the functioning of the internal market. Its scope is broad: it is open not only to start-up companies but to existing companies who can convert into an EU Inc. or who can set up subsidiaries as an EU Inc. Its primary innovations include default articles of association to simplify the registration process (Art. 8); a simplified liquidation process for EU Inc. (Art.83); streamlined insolvency procedures Aart. 88); and employee stock option plans designed to retain talent (Art. 79).
The 28th regime’s headline innovation is the simplified and digitalised process to create a company. It allows for a completely digital registration that can be completed within 48 hours for less than €100 and with no minimum capital requirement (Art. 15-16). The proposal sets out a new digital interface (Art. 17) that will allow for “once only” registration (Art. 20), the information being shared with national registers through the existing Business Register Interconnection System (BRIS). Hence, rather than creating a new EU level register of companies that would directly oversee company formation and compliance, the 28th regime remains dependent upon national authorities. An EU Inc. must designate a Member State in which to have a registered office and for matters not covered by the Regulation, an EU Inc. will be governed by the law of that Member State (Art. 4). Similarly, regarding employee representation, one of the main tensions in this area of law, an EU Inc. will be subject to employee participation rules applicable in the Member State in which it has its registered office (Art. 12).
Looking Forward
While the 28th regime sets out a new European company law framework, it is far from a complete company law code due to its reliance on national company law and national registers. While some may point to this as a lack of ambition, and a failure to deliver on EU Inc.– it is simply impossible to create an entire EU company law code within the timeline set by the Commission given the complexity involved in the creation and regulation of companies. It is true that the 28th regime, in its current form, will not resolve the problems of regulatory fragmentation, in that companies operating across Europe will still face different 27 national registers, legal frameworks and regulators. However, the 28th regime will make engaging with this fragmented landscape significantly easier.
There are also strong indications that this proposal is simply a first step on the road to an EU Companies Code. The proposal introduces new measures regarding directors’ duties (Art. 44), share governance (Art. 61-77) and states that the Commission intends to develop an EU level business register in the future (Art. 34). For now, the proposal for a 28th regime will be considered by the European Parliament and the Council and despite the political tensions that previously restricted this type of company law reform, the Commission aims to have the 28th regime enacted by the end of the year.
John Quinn is an Assistant Professor of European Company Law at Dublin City University and a member of the Dublin European Law Institute.