Text · Opinion parliamentary committee
On the proposal for a regulation of the European Parliament and of the Council on the 28th regime corporate legal framework – 'EU Inc.'
Document EMPL-AD-788967 · COM(2026)0321 – C10-0080/2026 – 2026/0074(COD)
- Kind
- Opinion parliamentary committee EMPL-AD-788967
- Date
- 11 September 2026
- Committee
- Committee on Employment and Social Affairs
- Rapporteur
- Johan Danielsson
- Dossier
- 2026-0074
More facts (3)
- Formats
- Official page PDF Word
- Subject matter
- PECO
- Reference
- COM(2026)0321 – C10-0080/2026 – 2026/0074(COD)
In short
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The Committee on Employment and Social Affairs gives its opinion on the proposed regulation creating a new company form, the 'EU Inc.', for cross-border operations. It asks that the regime be focused on start-ups rather than becoming a general company form for businesses of any size, age or activity. It calls for safeguards so that choosing this company form or place of registration cannot be used to circumvent workers' rights, national labour law, collective bargaining or conflict-of-law rules. It says board-level employee representation under national law must not be circumvented through the choice of registered office or corporate structure, with national systems and thresholds staying national. It urges particular caution in sectors with persistent labour exploitation, fraudulent competition and criminal infiltration, such as construction.
Position. The committee seeks to ensure the EU Inc. is focused on start-ups, that safeguards apply for workers especially in high-risk sectors, that national labour law and conflict-of-law rules are respected, and that workers' rights including board-level representation cannot be circumvented.
Key points
- Removing barriers for start-ups and young companies expanding beyond their home market is important for European competitiveness.
- Simplification must come with strong safeguards against regulatory arbitrage, fraudulent business practices and circumvention of workers' rights.
- A company should not escape obligations that would otherwise apply simply by choosing a particular company form or place of registration.
- National labour law, collective bargaining systems and existing rules on applicable law in cross-border situations must be fully respected.
- The EU Inc. should not alter the protection workers are entitled to in the member state where they actually work because it is registered elsewhere.
- Where national law provides for board-level employee representation, an EU Inc. should not circumvent those rights through its registered office or corporate structure.
- National systems and thresholds for worker participation should remain national, with negotiation procedures for EU Inc.s with substantial workforces in several member states.
- The regime should target the challenges of start-ups scaling across the Single Market, not become a general alternative company form for businesses of any size, age or activity.
- Particular caution is needed in sectors with persistent labour exploitation, fraudulent competition and criminal infiltration, including construction.
- A simplified European company form should not add another layer of complexity for authorities enforcing the rules.
- The aim should be to make it easier to be a good company in Europe, not easier to be a bad one.
- The report seeks an EU Inc. focused on start-ups, with safeguards for workers, especially in high-risk sectors, and no circumvention of workers' rights through regulatory shopping or artificial corporate arrangements.
Who is affected
- Start-ups and young companies seeking to expand across the Single Market: the regime should be targeted at their challenges.
- Workers: their protection in the member state where they actually work and their board-level representation rights must not be circumvented.
- Sectors with persistent labour exploitation, fraudulent competition and criminal infiltration, such as construction: particular caution is needed.
- National authorities enforcing the rules: a simplified company form should not add complexity for them.
Text
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Short justification
Fragmentation of the Single Market and unnecessary administrative burdens can create real obstacles, particularly for start-ups and young companies seeking to expand beyond their home market. Removing such barriers is an important part of strengthening European competitiveness. However, making it easier to do business across borders must not make it easier to circumvent the rules that protect workers and legitimate businesses.
The proposed EU Inc. would create a new company form designed to make establishment and cross-border operations simpler. Such simplification must be accompanied by strong safeguards against regulatory arbitrage, fraudulent business practices and the circumvention of workers’ rights. A company should not be able to escape obligations that would otherwise apply simply by choosing a particular company form or place of registration.
This is particularly important in relation to labour law. National labour law and collective bargaining systems must be fully respected, as must the existing rules determining the law applicable in cross-border situations. The EU Inc. should not create a new route around these rules or alter the protection workers are entitled to in the Member State where they actually work, merely because the EU Inc. is registered elsewhere.
The same principle must apply to workers’ participation rights. Where national law provides for board-level employee representation, an EU Inc. should not be able to circumvent those rights through its choice of registered office or corporate structure. National systems and thresholds should remain national, while appropriate procedures for negotiation can provide solutions where an EU Inc. has substantial workforces in several Member States.
The scope of the new company form is also important. The case for an EU Inc. has largely been based on the challenges faced by start-ups seeking to scale across the Single Market. The regime should therefore be targeted at addressing those challenges, rather than becoming a general alternative company form for businesses of any size, age or activity. Particular caution is necessary in sectors with persistent problems of labour exploitation, fraudulent competition and criminal infiltration. This includes sectors such as construction, where complex cross-border company structures can already make effective enforcement and the identification of responsible actors more difficult. A simplified European company form should not add another layer of complexity for authorities seeking to enforce the rules.
The objective should be straightforward: make it easier to be a good company in Europe, not easier to be a bad one.
This report therefore seeks to ensure that the EU Inc. is focused on start-ups, that particular safeguards apply for workers, especially in high-risk sectors, that national labour law and existing conflict-of-law rules are respected, and that workers’ rights, including board-level employee representation, cannot be circumvented through regulatory shopping or artificial corporate arrangements.
Back matter, 2
Parts that accompany the text rather than belong to it: explanatory statement, annexes, opinions appended by other committees. Collapsed.
Amendments 391 blocks
The Committee on Employment and Social Affairs submits the following to the Committee on Legal Affairs, as the committee responsible:
| Text proposed by the Commission | Amendment |
|---|---|
| (1) The Commission Communication of 29 January 2025 entitled ‘A Competitiveness Compass for the EU’2 proposed a 28th regime to make it possible for innovative companies to benefit from a single, harmonised set of rules wherever they invest and operate in the internal market. The Commission Communications of 21 May 2025 entitled ‘The Single Market: our European home market in an uncertain world. A Strategy for making the Single Market simple, seamless and strong’3 and of 28 May 2025 entitled ‘The EU Startup and Scaleup Strategy Choose Europe to start and scale’4 further announced that the 28th regime would include an EU corporate legal framework based on digital-by-default solutions. | (1) The Commission Communication of 29 January 2025 entitled ‘A Competitiveness Compass for the EU’2 proposed a 28th regime to make it possible for startups and scale ups to benefit from a single, harmonised set of rules wherever they invest and operate in the internal market. The Commission Communications of 21 May 2025 entitled ‘The Single Market: our European home market in an uncertain world. A Strategy for making the Single Market simple, seamless and strong’3 and of 28 May 2025 entitled ‘The EU Startup and Scaleup Strategy Choose Europe to start and scale’4 further announced that the 28th regime would include an EU corporate legal framework based on digital-by-default solutions. The EU Inc. legal form should be for voluntary use by non-listed companies, which qualify as startups and scaleups at the time of registration as EU Inc., and should not create any additional compliance costs for companies that choose to remain registered under a national legal form. |
| 2 Competitive Compass, January 2025 | 2 Competitive Compass, January 2025 |
| 3 Single Market Communication, May 2025 | 3 Single Market Communication, May 2025 |
| 4 EU Startup and Scaleup Strategy Communication, May 2025 | 4 EU Startup and Scaleup Strategy Communication, May 2025 |
| Text proposed by the Commission | Amendment |
|---|---|
| (2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing innovative companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights. | (2) The European Council called on the Commission, in March and October 2025, to propose in line with the respective competences under the Treaties without delay an optional 28th company law regime allowing companies to scale up. The European Parliament resolution “The 28th regime: a new legal framework for innovative companies” of 20 January 2026 called for an ambitious proposal focusing on company law rules and introducing a new corporate form into national laws for limited liability companies not listed on the stock market, while also, among others stressing the need for measures to facilitate employee stock ownership, ensure more efficient dispute resolution and provide strong safeguards to protect employee participation rights. |
| Text proposed by the Commission | Amendment |
|---|---|
| (3) The 27 national legal systems with distinct rules, procedures and national legal forms for limited liability companies create a fragmented and complicated corporate landscape in the Union, resulting in legal uncertainty and costs for founders, companies as well as Union and third country investors. Therefore, in order to boost the Union competitiveness, it is necessary to simplify the regulatory framework and reduce fragmentation through the approximation of laws, in particular by introducing a harmonised set of corporate rules, including a new harmonised national legal form covering the lifecycle of a company including liquidation and insolvency. Harmonised rules are also needed to enable companies to attract private investment through common fast, digital and cost-effective rules and procedures, which would make it easier for high-growth companies to scale up in the internal market and enable both Union and third country investors to invest in companies as well as offer such investors with more flexible exit options to liquidate their investment. | (3) The 27 national legal systems with distinct rules, procedures and national legal forms for limited liability companies create a fragmented and complicated corporate landscape in the Union, resulting in legal uncertainty and costs for founders, companies as well as Union and third country investors. Therefore, in order to boost the Union competitiveness, it is necessary to simplify the regulatory framework and reduce fragmentation through the approximation of laws, in particular by introducing a harmonised set of corporate rules. Harmonised rules are also needed to enable startups and scaleups to attract private investment through common fast, digital and cost-effective rules and procedures, which would make it easier for high-growth companies to scale up in the internal market and enable both Union and third country investors to invest in startups and scaleups as well as offer such investors with more flexible exit options to liquidate their investment. The creation, conversion, merger or division of an EU Inc. should not result in a reduction of existing employee information, consultation or participation rights enjoyed by workers under applicable national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| (3a) The EU Inc. legal form should contribute to a more attractive European labour market for skilled workers, researchers, engineers, managers and entrepreneurs by making it easier for companies to offer transparent employee ownership and long-term participation in company growth, while fully respecting applicable labour and social-security law. |
| Text proposed by the Commission | Amendment |
|---|---|
| (4) A harmonised corporate framework should be set out with a new harmonised legal form of a limited liability ‘EU Inc.’ company. This new company legal form should be introduced in the national legal orders of all Member States. The framework and the specific features of the new national legal form draw on the diversity of national rules and procedures and harmonise those rules and procedures in order to meet the needs of companies, in particular start-ups and scale-ups, and their Union and third country investors. As other national legal forms, the EU Inc. should be incorporated in a Member State and generally be governed by the law of the Member State of registration. At the same time, it should benefit from a harmonised set of rules introduced by this Regulation. Such harmonisation would facilitate cross-border business in the internal market and investment by Union and third country investors in such companies and ensure that those rules and procedures result in reduced administrative burden and costs for founders and companies as well as for investors. | (4) A harmonised corporate framework should be set out with a new harmonised legal form of a limited liability ‘EU Inc.’ company. This new company legal form should be introduced in the national legal orders of all Member States. The framework and the specific features of the new national legal form draw on the diversity of national rules and procedures and harmonise those rules and procedures in order to meet the needs of start-ups and scale-ups and their Union and third country investors. As other national legal forms, the EU Inc. should be incorporated in a Member State and generally be governed by the law of the Member State of registration. At the same time, it should benefit from a harmonised set of rules introduced by this Regulation. Such harmonisation would facilitate cross-border business in the internal market and investment by Union and third country investors in such companies and ensure that those rules and procedures result in reduced administrative burden and costs for founders and companies as well as for investors. The exchange of information between business registers and social security authorities shall be carried out in a manner that enables effective verification of employers' compliance with national social security obligations while avoiding duplication of administrative requirements. |
| Text proposed by the Commission | Amendment |
|---|---|
| (4a) By reducing legal fragmentation and facilitating access to investment, the EU Inc. should help startups and scale-ups to prosper in the Union. A predictable and attractive European corporate form can contribute to the Union’s economic resilience, technological capacity and competitiveness, while supporting quality employment and career opportunities for skilled workers across the internal market. |
| Text proposed by the Commission | Amendment |
|---|---|
| (4b) This Regulation is without prejudice to Union and national labour and social security provisions. It does not affect the law applicable to individual employment relationships, which should continue to be governed by Regulation (EC) No 593/2008 (Rome I). |
| Text proposed by the Commission | Amendment |
|---|---|
| (4c) The establishment of an EU Inc. company, including the creation through a merger, a holding or conversion, should not be used to circumvent, diminish, or weaken the social rights and protections guaranteed to workers under Union and national law. It should in particular not result in the circumvention of national labour law and direct employer obligations, social security obligations, collective bargaining agreements or worker representation rights. EU Inc. companies should remain fully liable for all employee entitlements and social security contributions, including for its branches and subsidiaries. Member States should retain full competence to enforce Union and national rules concerning employment and working conditions, social contributions and labour inspections. Safeguards should also be put in place to prevent a reduction or circumvention of existing standards in other areas of public interest, such as the fight against money laundering, fraud and tax evasion. To that end, the full application of mandatory rules should be ensured. |
| Text proposed by the Commission | Amendment |
|---|---|
| (4d) EU Inc. companies should ensure that competent labour inspectorates and social security authorities have timely and comprehensive access to all information necessary for the verification of compliance with applicable labour and social security law. |
| Text proposed by the Commission | Amendment |
|---|---|
| (5) The EU Inc. framework set out in this Regulation responds in particular to the needs of startup and scaleup companies but should be legally open to all founders and companies who see it fit for their business model. Both natural and legal persons should be able to form an EU Inc. company. It should be possible to create an EU Inc. company ex nihilo and existing companies should be also able to convert into EU Inc. companies. Furthermore, existing companies, including EU Inc. companies, should also be able to set up EU Inc. subsidiaries, making the EU Inc. company legal form available for groups of companies. In addition, in particular to ensure that scale-ups could benefit from the EU Inc. framework, it should be possible to create an EU Inc. company through a domestic division or merger, or by carrying out a cross-border conversion, merger or division in accordance with the rules already harmonised by Directive (EU) 2017/1132 of the European Parliament and of the Council5 . | (5) The EU Inc. framework set out in this Regulation responds in particular to the needs of startup and scaleup companies in order to help them attract investments and compete globally. Both natural and legal persons should be able to form an EU Inc. company. It should be possible to create an EU Inc. company ex nihilo and existing companies should be also able to convert into EU Inc. companies, without liquidation, interruption of economic activity or loss of legal personality. All EU Inc. companies should demonstrate effective and continuous compliance with their obligations in the areas of anti-fraud, taxation, social security, and employee participation. Furthermore, existing companies, including EU Inc. companies, should also be able to set up EU Inc. subsidiaries, making the EU Inc. company legal form available for groups of companies. In addition, it should be possible to create an EU Inc. company through a domestic division or merger, or by carrying out a cross-border conversion, merger or division in accordance with the rules already harmonised by Directive (EU) 2017/1132 of the European Parliament and of the Council5 . |
| 5 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46), ELI: http://data.europa.eu/eli/dir/2017/1132/oj | 5 Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46), ELI: http://data.europa.eu/eli/dir/2017/1132/oj |
| Text proposed by the Commission | Amendment |
|---|---|
| (5a) The EU Inc. framework is designed for innovative startups and scale-ups. Member States should retain full competence to determine whether and under what conditions EU Inc. companies may operate in sectors that are heavily regulated under national law, including sectors where national licensing, social security enrolment or collective bargaining arrangements require physical establishment. The scope of this Regulation should not override national regulatory requirements applicable to all companies in a given sector. |
We would like to avoid creating sector-based exclusions from a corporate legal form at EU level, which is disproportionate and encroaches on Member States' prerogatives. We prefer leaving this determination to national authorities, consistent with the principle of subsidiarity.
| Text proposed by the Commission | Amendment |
|---|---|
| (11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State. | (11) All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| (11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State. | (11) Each EU Inc. company, like any other Union company, should be subject to the fundamental freedoms including the case-law of the Court of Justice of the European Union. Therefore, an EU Inc. company may be established in any Member State and choose where it carries out its main economic activities. This means that the founders of an EU Inc. company should be able to choose in which Member State to incorporate an EU Inc., and therefore, in which Member State it would have its registered office. EU Inc. cannot be required to have its central administration or principal place of business in the same Member State as its registered office. All Member States should recognise the legal capacity of an EU Inc. company lawfully incorporated in another Member State. This regulation should be without prejudice to the coordination of social security systems1a. |
| 1a Regulation (EC) No 883/2004 of the European Parliament and of the Council of 29 April 2004 on the coordination of social security systems |
| Text proposed by the Commission | Amendment |
|---|---|
| (16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. Therefore, where employee participation rules exist in the Member State in which an EU Inc. has its registered office, those rules apply to that company. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company. | (16) It is important to ensure that the EU Inc. corporate legal framework provides an easily recognisable but also reliable and trustworthy legal form for founders, companies, investors and other stakeholders and that this legal form cannot be used to circumvent rights, including notably employees’ rights to participation in company boards. The rules on employee participation should be governed by the law of the Member State where the employee habitually works. The circumvention or restriction of existing systems of corporate co-determination through the choice of the Member State of registration should be excluded. This ensures equal treatment between EU Inc. companies and comparable national company forms and safeguards existing national protections and acquired employee rights. It is also hereby recalled that Regulation (EC) 593/2008 of the European Parliament and of the Council9 applies to individual employment relationships involving an EU Inc. company. |
| 9 Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations, Rome I (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex | 9 Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations, Rome I (OJ L 177, 4.7.2008, pp. 6–16), ELI: Regulation - 593/2008 - EN - Rome I Regulation - EUR-Lex |
| Text proposed by the Commission | Amendment |
|---|---|
| (17) In case an EU Inc. company is created through or carries out a cross-border conversion, merger or division, such operations should follow the rules and procedures set out in Title II of Directive (EU) 2017/1132. Therefore, for example in case an EU Inc. carries out a cross-border conversion, it would convert into an EU Inc. of the destination Member State. Overall, those rules and procedures in Directive (EU) 2017/1132 aim to facilitate the cross-border mobility while providing effective safeguards for employees, minority shareholders and creditors. With a view to preserving existing employees’ rights of participation, where applicable, , the Directive provides that the company carrying out such a cross-border operation should enter into negotiations with its employees or their representatives once a threshold specified in the Directive is met, with a view to finding an amicable solution that reconciles the right of the company to carry out a cross-border operation with the employees’ rights of participation. | (17) In case an EU Inc. company is created through or carries out a cross-border conversion, merger or division, such operations should follow the rules and procedures set out in Title II of Directive (EU) 2017/1132. Therefore, for example in case an EU Inc. carries out a cross-border conversion, it would convert into an EU Inc. of the destination Member State. Overall, those rules and procedures in Directive (EU) 2017/1132 aim to facilitate the cross-border mobility while providing effective safeguards for employees, minority shareholders and creditors. With a view to preserving existing employees’ rights of participation, where applicable, the Directive provides that the company carrying out such a cross-border operation should enter into negotiations with its employees or their representatives once a threshold specified in the Directive is met, with a view to finding an amicable solution that reconciles the right of the company to carry out a cross-border operation with the employees’ rights of participation. |
| Text proposed by the Commission | Amendment |
|---|---|
| (18) As for other limited liability companies, the Union legal framework regarding the information and consultation of employees, including Directive 2002/14/EC10 and Directive 2009/38/EC of the European Parliament and of the Council11 , as well as Council Directive 2001/23/EC12 and Council Directive 98/59/EC13 , should also apply to EU Inc. companies where appropriate. | (18) The exercise of fundamental rights as recognized in the Member States and by Union law, including the right to negotiate, conclude and enforce collective agreements and to take industrial action, should not be affected by this regulation. As for other limited liability companies, the Union legal framework regarding the information and consultation of employees, including Directive 2002/14/EC10 and Directive 2009/38/EC of the European Parliament and of the Council11 , as well as Council Directive 2001/23/EC12 and Council Directive 98/59/EC13 , should also apply to EU Inc. companies where appropriate. |
| 10 Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community - Joint declaration of the European Parliament, the Council and the Commission on employee representation (OJ L 80, 23.3.2002, pp. 29–34) | 10 Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community - Joint declaration of the European Parliament, the Council and the Commission on employee representation (OJ L 80, 23.3.2002, pp. 29–34) |
| 11 Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees (Recast) (OJ L 122, 16.5.2009, pp. 28–44) | 11 Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees (Recast) (OJ L 122, 16.5.2009, pp. 28–44) |
| 12 Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, pp. 16–20) | 12 Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, pp. 16–20) |
| 13 Council Directive 98/59/EC of 20 July 1998 on the approximation of the laws of the Member States relating to collective redundancies (OJ L 225, 12.8.1998, pp. 16–21) | 13 Council Directive 98/59/EC of 20 July 1998 on the approximation of the laws of the Member States relating to collective redundancies (OJ L 225, 12.8.1998, pp. 16–21) |
| Text proposed by the Commission | Amendment |
|---|---|
| (20a) Nothing in this Regulation should be interpreted as harmonising national systems of taxation, labour law, wage-setting mechanisms, social security schemes or industrial relations. |
| Text proposed by the Commission | Amendment |
|---|---|
| (22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 48 hours and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers. | (22) The EU central interface should provide for a “fast track” company formation procedure including preventive administrative, judicial or notarial control within 2 working days and at a maximum cost of EUR 100 where the EU Inc. is formed by using the harmonised application form and EU templates for articles of association. The application form and EU templates should be made available in a machine-readable and searchable format to foster cross-border interoperability and facilitate the automatic exchange of data between public authorities and should be available on the EU central interface. Similarly, existing companies, including EU Inc. companies, should be able to set up a subsidiary through the same procedure. In this context, the information about the company setting up the subsidiary should be automatically retrieved from BRIS by the business register in which the subsidiary is to be registered. In addition, founders and companies should also have the possibility to form a company with tailor-made articles of association or set up a company directly with national business registers. Competent authorities may exceptionally extend the timeframe for registrations and preventive controls in case information is missing or elements have arisen that indicate the existence of a risk of abusive or fraudulent use of the EU Inc legal form, such as potential tax evasion, social security evasion or money laundering. |
| Text proposed by the Commission | Amendment |
|---|---|
| (24a) In line with the “Think Small First” principle, the needs and capacities of micro, small and medium-sized enterprises should be taken into account in the application of this Regulation, with a view to ensuring proportionality and avoiding unnecessary or disproportionate administrative and compliance burdens on such enterprises. |
| Text proposed by the Commission | Amendment |
|---|---|
| (25) In the context of setting up a company, national law often requires founders to separately submit information about the company to several public authorities for tax, social security or anti-money laundering purposes. This leads to delays and extra costs to start running the new business. Therefore, in order to reduce administrative burden and costs and ensure the quick completion of procedures, these rules and procedures should be harmonised by ensuring a “once-only” data exchange between the business register of registration of an EU Inc. and the relevant national authorities. The application of the once-only principle in relation to tax authorities, social security authorities and the beneficial ownership registers would also contribute to tackling possible abuses by ensuring that business registers share data with other authorities as well as the beneficial ownership register, and all use the same company information. | (25) In the context of setting up a company, national law often requires founders to separately submit information about the company to several public authorities for tax, social security or anti-money laundering purposes. This leads to delays and extra costs to start running the new business. Therefore, in order to reduce administrative burden and costs and ensure the quick completion of procedures, these rules and procedures should be harmonised by ensuring a “once-only” data exchange between the business register of registration of an EU Inc. and the relevant national authorities. The application of the once-only principle in relation to tax authorities, social security authorities and the beneficial ownership registers should not apply in cases where clarifications are needed in order to tackle possible abuses. Business registers should share data with other authorities as well as the beneficial ownership register, and all should use the same company information. |
| Text proposed by the Commission | Amendment |
|---|---|
| (25a) The EU Inc. legal form should contribute to the strengthening of the European social market economy by fostering entrepreneurship, innovation, high-quality employment and worker participation, while respecting national traditions in labour law and social protection systems. |
| Text proposed by the Commission | Amendment |
|---|---|
| (38) Each EU Inc. company should be responsible for establishing and updating its digital share register. It should also be possible to delegate it to a third party who will be in charge of it on behalf of the company. To account for the application of new technologies, the requirements as regards shares, the digital share register and the digital share certificate should be understood as technologically neutral. Provided that the EU Inc. company meets the requirements for the digital share register and the digital share certificate, it should be free to choose how to establish and maintain the register, including the choice of whether to use distributed ledger technology for this purpose or not and whether digital share certificates should be provided in tokenised form or not. Keeping the digital register updated also entails that every share transfer is recorded and that the shareholder receives a share certificate confirming his or her status as a shareholder. | (38) Each EU Inc. company should be responsible for establishing and updating its digital share register. It should also be possible to delegate it to a third party who will be in charge of it on behalf of the company. To account for the application of new technologies, the requirements as regards shares, the digital share register and the digital share certificate should be understood as technologically neutral. Provided that the EU Inc. company meets the requirements for the digital share register and the digital share certificate, it should be free to choose how to establish and maintain the register, including the choice of whether to use distributed ledger technology for this purpose or not and whether digital share certificates should be provided in tokenised form or not. To ensure that all transactions relating to company shares remain traceable, even in the event that an EU Inc. company ceases to exist, the EU Inc. company should ensure the regular and secure backup of its digital register of shares. Keeping the digital register updated also entails that every share transfer is recorded and that the shareholder receives a share certificate confirming his or her status as a shareholder. |
| Text proposed by the Commission | Amendment |
|---|---|
| (57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market. EU Inc. companies should therefore benefit from a harmonised simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan. | (57) Providing employees with equity and facilitating investment in their company is an important way to attract and retain talent, and a preferred means of providing them with a stake in the company's growth. Currently, divergent national requirements in this regard impede the scale-up of companies in the internal market which is crucial for the competitiveness of the Union. EU Inc. companies should therefore benefit from a harmonised, attractive and simple employee stock option plan which they can establish for their staff throughout the internal market. Such plan, the EU-ESO, should enable an EU Inc. company to issue warrants to a broad group of eligible persons covering not only members of the board and employees of the EU Inc. but also of its subsidiaries. In line with the purposes of attracting and retaining talent and incentivising employees’ participation in the scaleup of the EU Inc., the warrants should be subject to a minimum vesting period and should not be issued to persons who already hold a significant stake in the EU Inc. Where an EU-ESO is established, the board of directors should be authorised to issue warrants and satisfy the claims arising from the warrants either by issuing new shares or transferring own shares held in treasury, within the limits of the plan. Warrants and shares issued under an EU-ESO should be a supplement to, and not a replacement for, wages and social security contributions. The tax treatment of EU-ESOs should not create incentives for EU Inc. companies to bypass national social security contribution obligations related to regular remuneration. |
| Text proposed by the Commission | Amendment |
|---|---|
| (57a) EU-ESOs can help companies attract and retain talent, align the interests of workers with long-term company growth, and allow employees to share in the success to which they contribute. Such schemes should complement, and not replace, regular remuneration and social protection. Engaging in an EU-ESO should be voluntary. Employees should be provided with clear and comprehensible information, including on the specific class of shares granted, the rights and risks related to the relevant instruments, and the difference between EU-ESO and wages with regards to social security contribution and building up a pension, in particular in view of the gender pension gap. |
| Text proposed by the Commission | Amendment |
|---|---|
| (58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law. | (58) Currently, under Member States’ laws, warrants granted to employees may be taxed at different points in time or even twice. This situation makes the warrants unattractive, especially in cross-border cases, as it leads to complexity, reduced economic incentives and may result in taxation of unrealised income, which gives rise to cash-flow disadvantages for employees. This can have negative consequences for the scale-up of companies as well as the employees, who are deprived of economic opportunities. To address these issues and ensure that taxation takes place at the same time in all Member States, the income derived from the warrants granted under the EU-ESO should be taxed only once, when the shares obtained by exercising the warrant are disposed of. No taxable income should be deemed to arise at the time of granting, vesting, or exercising of the warrant. Member States should remain free to determine how the income derived from the disposal of the shares obtained by exercising the warrant is characterised for tax purposes and the rate(s) at which it should be taxed. However, to avoid double taxation or disputes between Member States in cross-border situations, it is crucial that the taxable income is calculated in the same way by all Member States. Therefore, taxation should take place on an amount equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. Many Member States have already introduced preferential tax regimes for employee stock options or similar instruments. To the extent the EU-ESO meets the relevant criteria of such instruments, the taxation of shares issued by exercising warrants under the EU-ESO should be granted the same treatment as provided under Member States’ national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| (62) Simplified rules are in particular needed in simple liquidation cases, for instance, where solvent companies have ceased their economic activity and do not have liabilities, to allow such companies to complete the procedure and be removed or struck off from the business register within a maximum of around three months. Such fast-track liquidation should be available for the EU Inc. companies with no pending administrative or judicial proceedings, no assets available for economic use, which should in any case be distributed at the latest at the time of the filing for liquidation, and no debts. The fast-track procedure should also cover simple cases where some creditors, and therefore liabilities, still remain but such procedure could only be launched if those creditors give their consent. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (63) The fast-track procedure, while allowing companies to close within a short period of time, should also ensure that creditors are protected and provide for transparent information to third parties concerned. This should be ensured by making the information that the EU Inc. company is in the fast-track liquidation procedure and the relevant documents filed by the EU Inc. company publicly available in the business register where it is registered, including the statement by all directors confirming that the conditions are met to undergo this procedure. Given that the fast-track procedure is limited to simple liquidation cases, it should be possible for the EU Inc. to be represented by a director or another authorised person, without a need to appoint a liquidator. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (64) Similarly, to strike the right balance between a short procedure and sufficient creditor protection, creditors of the EU Inc. company should have the possibility to oppose the fast-track procedure but within a relatively short deadline of 30 days following the publication of the information about its launch in the business register. This safeguard particularly aims at protecting creditors whose claims have not been reflected in the statement of directors of the EU Inc. and in the financial statement. The creditors who already consented to the launch of the procedure should only be able to oppose it in case of well justified reasons such as a defect or error in their consent or a serious change of circumstances. To enable the business register to disregard manifestly unsubstantiated objections, creditors should state the reasons for their claims against the EU Inc. company when submitting the objections to the business register. In case the business register receives well founded objections from creditors, it should provide the EU Inc. company with the information about the creditors and the reasons for their claims. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (65) In order to ensure that the EU Inc. company undergoing the fast-track liquidation procedure does not have any tax debts or has not failed to comply with any tax related obligations, the national tax authority in the Member State of registration of the EU Inc. company should have 30 days to issue a tax clearance or submit its opposition to the fast-track liquidation. A prolongation of a maximum of 30 days would be possible in case additional information was needed or additional activity had to be carried out by the tax authority. In order to limit administrative delays, it should be presumed that the tax authority granted its clearance or did not have objections if the tax authority does not notify its position to the business register within the initial or prolonged deadline. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (67) National insolvency rules are not always fit to treat insolvent EU Inc. companies that are innovative startups properly and in a proportionate manner. Innovative startups face scarcity of working capital, higher interest rates and larger collateral requirements, which make raising finance, especially in situations of financial distress, difficult, if not impossible. Taking into account the unique characteristics of innovative startups and their specific needs in financial distress, in particular the need for faster, simpler and affordable procedures, when innovative startups get insolvent, they should have access to simplified winding-up procedures that are adapted to these specific needs. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (68) The cessation of payments test and the balance sheet test are the two usual triggers among Member States for the opening of standard insolvency proceedings. In order to simplify the opening of insolvency proceedings on the basis of easily ascertainable conditions, the inability to pay debts as they mature should be the criterion for the opening of simplified winding-up proceedings for EU Inc. that are innovative startups. Member States should also define the specific conditions under which this criterion is met, as long as these conditions are clear, simple and easily ascertainable by the startup concerned. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (69) Unlike in restructuring, in insolvent liquidation it is of utmost importance that the proceedings are conducted with the involvement of an insolvency practitioner who ensures compliance with all legal requirements and acts in the interests of the creditors. This expertise is needed, in particular, when it comes to the protection of the rights of employees or to the conformity with environmental law standards. The smooth administration of simplified winding-up proceedings for EU Inc. that are innovative startups therefore requires, as a general rule, the appointment of an insolvency practitioner. As an exception, however, and only when the prudent behaviour of the debtor in the period leading to insolvency justifies this, the debtor itself, a creditor or a group of creditors should have the right to request that the winding-up proceeding is conducted without an insolvency practitioner. It is within the discretion of the competent court or authority to decide whether or not to grant such derogation taking into account all relevant circumstances. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (70) In order to establish cost-effective and expeditious simplified winding-up proceedings for EU Inc. that are innovative startups, the procedure should be conducted and concluded within six months as of the submission of the request to open simplified winding-up proceedings. Similarly, formalities for the major procedural steps, including for the opening of the proceedings, the lodgement and the admission of claims or the realisation of the assets should be minimised. EU Inc. that are innovative startups should be able to commence simplified winding-up proceedings without the representation by a lawyer or another legal professional by using a standard form developed for that purpose. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies. Differential treatment should be exceptionally possible only where it is objectively justified on the basis of specific and convincing reasons and it is proportionate to the aim pursued. | (76) The prohibition of discrimination, which is one of the fundamental principles of Union law, requires that comparable situations are not treated differently unless such difference in treatment is objectively justified. Therefore, Member States should treat in law and in fact EU Inc. companies in a non-discriminatory manner vis-à-vis other legal forms as regards comparable aspects, unless it can be demonstrated that the differential treatment is justified by an objective justification and proportionate. Accordingly, the rights and privileges that are legally granted or available in practice to other company forms in the Member States must in principle also be granted or available to EU Inc. companies. Differential treatment should be exceptionally possible only where it is objectively justified on the basis of specific and convincing reasons and it is proportionate to the aim pursued, taking into account the applicable legislation on anti-money laundering, the prevention of tax evasion and tax fraud, as well as workers’ rights. |
| Text proposed by the Commission | Amendment |
|---|---|
| (83) This Regulation does not affect Union or national employment law. These laws should apply to EU Inc. companies as they apply to any other Union limited liability company. The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. | (83) This Regulation does neither affect Union and national labour law, nor social security provisions. This includes wages, social security contributions, working time, health and safety, equal opportunities for women and men, protection against discrimination, dismissal protection and the right to unionize and to take collective action. Union and national labour law as well as social security provisions should apply to EU Inc. companies as it applies to any other Union limited liability company. This Regulation does not affect the law applicable to individual employment relationships, which should continue to be governed by Regulation (EC) No 593/2008 (Rome I). The corporate legal framework established by this Regulation forms part of the legal environment of the internal market and builds on the Union company law acquis. |
| Text proposed by the Commission | Amendment |
|---|---|
| (83a) Where an EU Inc. employs workers in a Member State other than the Member State of its registered office, it should comply with the employer registration, reporting and payment obligations laid down in the applicable national law of that Member State, including, where relevant, taxation and social security contributions. Companies should have the same obligations towards workers in a Member State, whether they are registered under the EU Inc. legal form or a national company form. (195, 197 partly) |
| Text proposed by the Commission | Amendment |
|---|---|
| (83b) Member States should facilitate the interaction with public authorities by digital means. For administrative proceedings competent authorities should, in accordance with Union and national law, reuse information already available in public resisters, such as business registers, and avoid unnecessary duplication, without prejudice to their powers to request additional information necessary to verify compliance with applicable law. (195 partly) |
| Text proposed by the Commission | Amendment |
|---|---|
| (83c) To ensure social convergence and fair competition, this Regulation adheres to the principle of non-regression. Workers of an EU Inc. company should enjoy individual and collective rights, including rights to information, consultation and board-level participation, that are at least equivalent to, and no less favourable than, those applicable to workers in the Member State, where the work is habitually performed. |
| Text proposed by the Commission | Amendment |
|---|---|
| (83d) The rules on employee participation applicable to an EU Inc. should remain clear and predictable, in particular for companies employing workers in several Member States. The employee participation rights and safeguards applicable under Union and national law should be preserved. The EU Inc. legal form should not result in overlapping or conflicting board-level participation regimes. |
| Text proposed by the Commission | Amendment |
|---|---|
| (83e) EU Inc. companies should maintain a local legal or structural presence as an employer, where such presence is required by national law, for example for the enrolment into social protection systems or for entering into collective bargaining with social partners. |
| Text proposed by the Commission | Amendment |
|---|---|
| (84) The objectives of this Regulation, namely to provide a common legal framework for companies, in particular startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives. | (84) The objectives of this Regulation, namely to provide a common legal framework for startups and scaleups, in the Union, to provide simple and efficient corporate rules and procedures throughout the company lifecycle and to ensure that corporate rules provide an enabling framework to invest, cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level. Therefore, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives. |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State; | (a) creating a new harmonised legal form of a limited liability company (‘EU Inc.’) provided in the legal order of every Member State for the voluntary use by companies, which qualify as startups and scaleups at the time of registration as EU Inc. and are not publicly listed; |
| Text proposed by the Commission | Amendment |
|---|---|
| The legal form of a limited liability company (EU Inc.) shall not be used by companies operating in the construction, agriculture, hospitality, domestic work, transport and logistics, meat and food processing, cleaning services and care work sectors. Additional high-risk sectors may be defined by the Commission in close cooperation with Member States and social partners. |
| Text proposed by the Commission | Amendment |
|---|---|
| This Regulation does not affect Union and national labour law, that is any legal or contractual provision concerning employment conditions, working conditions, including occupational health and safety, working time and equal treatment, as well as the information and consultation of workers and the relationship between employers and workers, including the law applicable to individual employment relationships, which shall continue to be governed by Regulation (EC) No 593/2008 (Rome I) as well as the mandatory protection for workers, their representatives and trade unions, and other vulnerable parties, in particular pursuant to Directive 2002/14/EC, Directive 2009/38/EC as revised by Directive 2025/2450/EU, as well as Directive 2001/23/EC and Council Directive 98/59/EC; | |
| This Regulation does not affect the social security legislation of Member States and its coordination at Union level. | |
| This Regulation does not affect the exercise of fundamental rights as recognised in the Member States and by Union law. Nor does it affect the right to negotiate, conclude and enforce collective agreements and to take industrial action in accordance with national law and practices which respect Union law. | |
| This Regulation does not affect employee participation rights applicable under Union and national law, including employee participation rights as defined in Article 2 (k) of Directive 2001/86/EC as well as the safeguards for employee participation applicable to cross-border conversions, mergers and divisions pursuant to Directive (EU) 2017/1132. |
| Text proposed by the Commission | Amendment |
|---|---|
| (-1) ‘startup’ means an enterprise which fulfils all of the following criteria: | |
| (i) it is an enterprise which employs fewer than 100 persons and whose annual turnover or annual balance sheet total, or both, does not exceed EUR 10 million; | |
| (ii) it has been operating for less than 10 years following its registration; | |
| (iii) It is an autonomous enterprise and not a partner enterprise or a linked enterprise. | |
| (-1a) ‘scaleup’ means an enterprise which fulfils all of the following criteria: | |
| (i) it is a non-publicly listed enterprise which employs fewer than 750 persons and whose annual turnover or balance sheet total, or both, exceeds EUR 10 million; | |
| (ii) it is an enterprise whose average annualized increase in the number of employees or in revenue exceeds 20% over the two preceding years; | |
| (iii) It is an autonomous enterprise and not a partner enterprise or a linked enterprise. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union law, which apply to relevant national legal forms in the Member State in which the EU Inc. has its registered office. | 2. Company law matters that are not covered by this Regulation or by the articles of association shall be governed by national law, including the provisions transposing Union company law, which apply to relevant national legal forms in the Member State in which the EU Inc. company has its registered office, provided that such national provisions are compatible with the specific nature of this Regulation and do not prejudice the application of Regulation (EC) No 593/2008 (Rome I) and Regulation (EC) No 864/2007 (Rome II). |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The establishment of an EU Inc. company shall not be used to undermine workers’ rights, Union and national labour law, as well as social security legislation and its coordination at Union level. Any circumvention shall be subject to sanctions provided for in the applicable national law in accordance with Article 106 of this Regulation. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. In the event of a conflict between a provision of this Regulation and a provision in national or Union law that offers a higher level of protection to workers, the provision that is more favourable to the worker shall prevail. |
| Text proposed by the Commission | Unchanged text included in the compromise |
|---|---|
| 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). | 4. The articles of association shall be drawn up in at least one of the official language or languages of the Member State of registration and in a language customary in the sphere of international business and finance and shall be made publicly available in accordance with Article 25(1). |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. shall have its registered office and its central administration or principal place of business in the Union. | 1. An EU Inc. shall have its registered office within the Union, in the same Member State as its central administration or principal place of business and demonstrate genuine economic activity in the Member State of registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. An EU Inc. company employing individuals whose habitual place of work is in a Member State other than that of the EU Inc. company’s registered office shall meet all employer registration obligations to the local tax and social security authorities, as required by that Member State. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2b. Where national law requires a local legal or structural presence to meet employer obligations, an EU Inc. company shall comply with such requirement, provided it is non-discriminatory. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2c. Where applicable, the EU Inc. company shall meet all licensing and co-liability conditions required by a Member State, where habitual work is performed. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. An EU Inc. formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member State in which it has its registered office. | 1. 1. An EU Inc. company formed ex nihilo in accordance with Articles 16 to 19 or created through a domestic conversion, merger or division in accordance with Article 21 shall be subject to the employee participation rules applicable in the Member States of habitual employment. |
| (a) An EU Inc. company with employees in a Member State other than that of its registered office shall introduce board-level employee representation rights, in accordance with the applicable national law of the place of employment, once the number of employees of the EU Inc. company, including its branches and subsidiaries, in that Member State reaches the threshold triggering such rights under national law. | |
| (b) Where the applicable law on employee participation refers to a supervisory body which the EU Inc. company has not established, the EU Inc. company is obliged to introduce such body by amending its articles of association accordingly. | |
| (c) Where the EU Inc. company has employees in more than one Member State whose laws provide for board-level employee representation, the arrangements providing the highest level of employee participation shall apply unless otherwise negotiated and agreed with the employees and their representatives. | |
| (d) Where a negotiation is initiated, the negotiation procedure provided for in Articles 3 to 7 of Directive 2001/86/EC shall be applied. The result of the negotiation procedure shall not lower the level of employee participation that was established by the EU Inc. prior to the negotiation procedure. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Where an EU Inc. is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. | 2. Where an EU Inc. company is created through a cross-border conversion, merger or division in accordance with Chapters I, II and IV of Directive (EU) 2017/1132 or where an EU Inc. company carries out such a cross-border conversion, division or merger in accordance with Directive (EU) 2017/1132, the rules on employee participation shall be determined in accordance with Articles 86l, 133 and 160l of that Directive. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 48 hours from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. | Member States shall ensure that the preventive control carried out in accordance with Article 14 and the registration of the EU Inc. is completed within 2 working days, from the submission of the documents referred to in paragraph 1 through the EU central interface and with a maximum cost of EUR 100 or equivalent sum in the currency applicable in the Member State of registration. In justified cases, competent authorities may exceptionally extend the registration timeframe on a proportionate basis by up to 7 working days. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. | 2. The preventive control carried out in accordance with Article 14 and the registration of the EU Inc. shall be completed within 5 working days from submission of the application form and the articles of association. In justified cases, competent authorities may exceptionally extend the timeframe for preventive controls on a proportionate basis by up to 10 working days. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. In accordance with the ‘once-only’ principle, EU Inc. companies and the natural persons associated with them shall not be required to resubmit documents or information that are already accessible through the Business Registers Interconnection System (BRIS) or national business registers. |
| Text proposed by the Commission | Amendment |
|---|---|
| Documents and information to be made available in the business register | Transparency and public disclosure (270) |
| Text proposed by the Commission | Amendment |
|---|---|
| (aa) the average number of employees per country during the financial year, broken down by branches and subsidiaries, if any. | |
| (ab) the average number of temporary agency workers per country during the financial year, broken down by branches and subsidiaries, if any. |
| Text proposed by the Commission | Amendment |
|---|---|
| (aa) the identity and address of each shareholder, the number of shares held by each shareholder, and the nominal value of those shares, where applicable. |
| Text proposed by the Commission | Amendment |
|---|---|
| (b) the average number of employees of the EU Inc. during the financial year, where national law requires such information to be made available in the company’s financial statements and from the moment such information is extractable as data | (b) the average number of employees of the EU Inc. during the financial year per country, broken down by branches and subsidiaries, if any, from the moment such information is extractable as data including, the number of temporary agency workers per country, broken down by branches and subsidiaries, if any; |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Each branch of an EU Inc. company shall be registered with the business register of the Member State in which that branch is to be opened. | 2. Each branch of an EU Inc. company shall be registered with the business register of the Member State in which that branch is to be opened and shall adhere to the labour, taxation and social security legislation of that Member State. (283) |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. The digital nature of the procedures laid down in this Regulation shall not exempt an EU Inc. company from fulfilling physical or structural establishment conditions required under national law of a Member State for the purpose of registering as an employer. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The 'once-only' principle and the prohibition of requesting additional information laid down in paragraph 2 shall not apply to information and data required by competent authorities to establish direct employer status or to verify compliance with national labour law. When transmitting data of workers digitally to the social security authorities in accordance with paragraph 1, the EU Inc. company shall be explicitly named as main employer. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. | 4. Without prejudice to the applicable Union and national law on employee participation, the general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. The general meeting may give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. Decisions by the EU Inc. company shall be without prejudice to the right of employees’ representatives and trade unions to be informed and consulted on corporate decisions in accordance with the applicable Union and national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. A director of an EU Inc. company that is a subsidiary of another undertaking may take into account the interests of the group when determining the best interests of the company, provided that such actions do not prejudice the company’s ability to satisfy its liabilities to employees or violate mandatory worker participation rights. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The general meeting and meetings of the board of directors may be held fully online or in hybrid form. Member States shall not impose any requirements or conditions restricting the ability to hold meetings and vote by electronic means. | 1. Without prejudice to any applicable national provisions, the general meeting and meetings of the board of directors may be held fully online or in hybrid form. Member States shall not impose any requirements or conditions restricting the ability to hold meetings and vote by electronic means. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. | 1. The shares of the EU Inc. shall be dematerialised and recorded into a digital register of shares. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. An EU Inc. company shall ensure the regular and secure backup of its digital register of shares. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679. | 2. The digital register of shares shall be accessible to shareholders, worker representatives and trade unions, and any other interested party with a legitimate interest. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirm the entitlement of that person to the status of a shareholder. | 3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirm the entitlement of that person to the status of a shareholder. Any requirement relating to a digital share register should not restrict the dematerialisation of shares or otherwise prevent shares from being admitted to trading on a public market. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. The exercise of shareholder rights by employees participating in an EU-ESO, including the right to access information or investigate breaches under Article 56, shall not constitute a valid ground for dismissal or any other form of adverse treatment or retaliation by the employer. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. The establishment or conversion of an EU Inc. company shall not result in a reduction of workers’ rights guaranteed under Union and national law, and applicable collective agreements. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3a. EU employee stock option plans (EU-ESO) and the articles of association shall not exclude voting and dividend rights for employees participating in EU-ESO schemes. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The articles of association may provide that a share carries no voting rights or that a share does not carry a vote in certain matters dealt with by the general meeting. | 3. The articles of association may provide that a share carries no voting rights or that a share does not carry a vote in certain matters dealt with by the general meeting. In accordance with Article 55, paragraph 3a (new), such limitations shall not apply to shares under an EU-ESO. |
| Text proposed by the Commission | Amendment |
|---|---|
| 2a. There should be minimum requirements governing the functioning of publicly traded EU Inc. companies, including qualified majority requirements for certain general meeting decisions, minority shareholder protections, and rules on delisting and squeeze-out procedures. |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and | (a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), whereby liabilities shall explicitly include all outstanding obligations to employees, including accrued wages, statutory severance entitlements, and unpaid social security contributions, and |
| Text proposed by the Commission | Amendment |
|---|---|
| 5a. No distribution shall be authorized or carried out where the EU Inc. company has outstanding liabilities related to statutory or collectively bargained wages, social security contributions, severance entitlements, or pension entitlements that have fallen due and remain unsatisfied. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5b. Before the general meeting takes a decision on the distribution, the board of directors shall provide workers’ representatives and trade unions with the certification statement referred to in paragraph 3. Where a distribution is likely to have a material impact on the company’s investment capacity or long-term financial stability, the board shall consult with workers’ representatives in accordance with Directive 2002/14/EC. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. | 1. The company may establish an EU employee stock option plan (EU-ESO) under which it issues warrants to eligible persons. The EU-ESO shall grant voting and dividend rights to participating employees and not substitute their regular remuneration or any social security contributions. The EU-ESO participation shall be voluntary. The regulation of all components of remuneration and pay, including pensions, shall remain within the competence of Member States in accordance with Union and national law, and collective agreements. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1a. The criteria used by an EU Inc. company to determine eligibility for participation in the EU-ESO shall be objective, transparent and non-discriminatory and without prejudice to national labour law and collective agreements applicable to remuneration, benefits and employee participation schemes. |
| Text proposed by the Commission | Amendment |
|---|---|
| 7a. Prior to any engagement, employees eligible to participate in an EU-ESO shall be provided with clear, comprehensible and easily accessible information on the warrants and shares granted and the related rights and risks, including vesting and waiting periods, voting and dividend rights, transfer restrictions, lacking liquidity, risk cumulation, as well as tax treatment and social security implications. |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation in accordance with national law. | 3. The income described in paragraph 2 shall be equal to the difference between the fair market value of the shares at the date of disposal and their acquisition price. It shall be subject to taxation and social security contributions in accordance with national law. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4a. The Commission shall, after consulting Member States, social partners and representatives of startups and scaleups, publish non-binding guidance on the application of this Article, including the interaction of the EU-ESO with national tax and social-security rules, and shall make available a model information sheet for eligible workers. |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the EU Inc. has no liabilities; | (c) the EU Inc. has no liabilities, including due wages and social security contributions; |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. In case EU Inc. has liabilities, the condition under point (c) of paragraph 1 is considered to be met when the EU Inc. provides evidence of the consent of all known creditors for launching the fast-track procedure. | 2. In case EU Inc. has liabilities, the condition under point (c) of paragraph 1 is considered to be met when the EU Inc. provides evidence of the consent of all known creditors for launching the fast-track procedure. Claims arising from outstanding wages, social security contributions and severance entitlements shall take priority over all other unsecured claims in liquidation and insolvency proceedings. |
| Text proposed by the Commission | Amendment |
|---|---|
| [...] | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) the requirement to have a local representative or a physical presence in that Member State in order to complete a procedure necessary to take up or exercise an economic activity or to obtain an authorisation; | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| (da) the abuse of the EU Inc. legal form for the purpose of evading statutory or collectively bargained wages, social security contributions, or national and Union tax obligations; |
| Text proposed by the Commission | Amendment |
|---|---|
| (db) the use of the EU Inc. companies to circumvent national or Union thresholds triggering board-level employee representation or information and consultation rights; |
| Text proposed by the Commission | Amendment |
|---|---|
| (dc) the use of EU employee stock option plans (EU-ESO) as a substitute for regular remuneration or social security contributions; |
| Text proposed by the Commission | Amendment |
|---|---|
| 2. Member States shall take all the measures necessary to ensure that the penalties referred to in the first paragraph are enforced. | 2. Member States shall take all the measures necessary to ensure that the penalties referred to in the first paragraph are enforced. In cases of serious or repeated malpractice, determined by administrative or judicial decisions, national competent authorities shall have the power to revoke the EU Inc. registration. |
| Text proposed by the Commission | Amendment |
|---|---|
| The Commission shall, by [PO: the date five years after the date of application of this Regulation], carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report. | The Commission shall, by [PO: the date five years after the date of application of this Regulation] and every five years thereafter, carry out an evaluation of this Regulation and present a report on the main findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report. |
| Text proposed by the Commission | Amendment |
|---|---|
| The report of the Commission shall in particular evaluate the take up of the EU Inc. new legal form, how the EU Inc. companies were formed and how many were created through the EU central interface and with harmonised templates. |
| Text proposed by the Commission | Amendment |
|---|---|
| In its evaluation, the Commission shall assess, in particular, the impact of this Regulation on the creation and retention of quality employment in the Union, the use of EU-ESO by workers and companies, the ability of startups and scaleups to attract and retain talent, the extent to which EU Inc. companies remain and scale in the Union, and any evidence of abuse to circumvent labour law, social security obligations or employee participation rights. Moreover, the report shall pay particular attention to the impact of this Regulation on micro, small and medium-sized enterprises. |
Annex: declaration of input 4 blocks
Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur for opinion declares that he included in his opinion input on matters pertaining to the subject of the file that he received, in the preparation of the opinion (prior to the adoption thereof in committee), from the following interest representatives falling within the scope of the Interinstitutional Agreement on a mandatory transparency register, or from the following representatives of public authorities of third countries, including their diplomatic missions and embassies:
| 1. Interest representatives falling within the scope of the Interinstitutional Agreement on a mandatory transparency register |
| ETUC - European Trade Union Confederation |
| ETUI - The European Trade Union Institute |
| DGB - Deutscher Gewerkschaftsbund |
| LO – Landsorganisationen i Sverige |
| Byggnads, Svenska byggnadsarbetarförbundet |
| EFBWW – European Federation of Building and Woodworkers |
| CNUE - Notaries of Europe |
| 2. Representatives of public authorities of third countries, including their diplomatic missions and embassies |
| None |
Where natural persons are identified in the list by their name, by their function or by both, the rapporteur for opinion declares that he has submitted to the natural persons concerned the European Parliament’s Data Protection Notice No 484 (https://www.europarl.europa.eu/data-protect/index.do), which sets out the conditions applicable to the processing of their personal data and the rights linked to that processing.
Procedure pages and committee votes
How the committees handled the text and how their members voted on it. Collapsed.
Procedure – committee asked for opinion 1 block
| Title | The 28th regime corporate legal framework – ‘EU Inc.’ | ||
| References | COM(2026)0321 – C10-0080/2026 – 2026/0074(COD) | ||
| Committee(s) responsible Date announced in plenary | JURI 18.5.2026 | ||
| Opinion by Date announced in plenary | EMPL 18.5.2026 | ||
| Rapporteur for opinion Date appointed | Johan Danielsson 13.5.2026 | ||
| Discussed in committee | 15.6.2026 | 23.6.2026 | 15.7.2026 |
| Date adopted | 10.9.2026 | ||
| Result of final vote | +: –: 0: | 26 19 7 |
Final vote by roll call by the committee asked for opinion 3 blocks
26 · For
- No group
- Branislav Ondruš
- EPP
- Pascal Arimont, Giusi Princi, Dennis Radtke
- Renew
- Irena Joveva, Jana Toom
- S&D
- Marc Angel, Gabriele Bischoff, Vilija Blinkevičiūtė, Estelle Ceulemans, Vivien Costanzo, Johan Danielsson, Isilda Gomes, Alicia Homs Ginel, Marit Maij, Idoia Mendia, Raffaele Topo, Marianne Vind
- The Left
- Konstantinos Arvanitis, Marc Botenga, Per Clausen, Martin Schirdewan
- Greens
- Katrin Langensiepen, Maria Ohisalo, Villy Søvndal, Kim Van Sparrentak
19 · Against
- ECR
- Adrian-George Axinia, Nikola Bartůšek, Elena Donazzan, Chiara Gemma, Francesco Torselli, Mariateresa Vivaldini
- No group
- Maria Zacharia
- EPP
- Andrzej Buła, Norbert Herhammer, Sérgio Humberto, Jeroen Lenaers, Miriam Lexmann, Jagna Marczułajtis-Walczak, Dan-Ştefan Motreanu, Romana Tomc
- Patriots
- Harald Vilimsky
- Renew
- Hristo Petrov, Brigitte van den Berg
- The Left
- João Oliveira
Connections
The dossier, the decisions on this text and its other versions.
No connections found for this item.
Sources & citation
Where the facts on this page come from, and how to cite it.
- Data source
- Licensed CC BY 4.0.
- Retrieved
- 25 September 2026
Cite as
European Parliament (2026). “OPINION on the proposal for a regulation of the European Parliament and of the Council on the 28th regime corporate legal framework – 'EU Inc.'”. Text, 11 September 2026. docId EMPL-AD-788967. EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/EMPL-AD-788967 (retrieved 25 September 2026). Data: EP Open Data API: document record, https://data.europarl.europa.eu/api/v2/documents/EMPL-AD-788967 (CC BY 4.0).
BibTeX
@misc{epw-text-empl-ad-788967,
author = {{European Parliament}},
title = {{OPINION on the proposal for a regulation of the European Parliament and of the Council on the 28th regime corporate legal framework – 'EU Inc.'}},
year = {2026},
date = {2026-09-11},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/EMPL-AD-788967}},
url = {https://news.eu-parl.st-solutions.dev/texts/EMPL-AD-788967},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. docId EMPL-AD-788967. Data: EP Open Data API: document record (CC BY 4.0)}
}