The EU Inc., the European limited liability company: a new tool for businesses
In March 2026, the European Commission proposed introducing a new legal form of company into the European corporate landscape, designed to facilitate business activity within the single market.
What will EU-Inc. be?
It will be a company similar to a limited liability company and:
- It may consist of one or more natural or legal persons;
- It must include “EU Inc.” in its name;
- It will acquire legal personality upon registration in the commercial register of the Member State in which it has its registered office.
How will it be incorporated?
Incorporation will take place exclusively online:
- via a central European interface based on the BRIS (Business Registers Interconnection System);
- quickly (registration will be completed, subject to certain conditions, within 48 hours);
- at a reasonable price (up to 100 euros).
Under the “once-only” principle, company data submitted to the Companies Register will be automatically shared with the tax authorities for the purposes of obtaining a tax registration number and a VAT number, with the social security authorities, and with the register of beneficial owners.
How much capital will it need?
No minimum share capital will be required. The shares:
- will be dematerialised and recorded in a digital register, which will contain all relevant information regarding the shares and any changes to them;
- may have no par value and need not represent a fraction of the share capital;
- can be transferred via an entirely online procedure, using electronically signed agreements, without the need for a notary.
Is there any special protection for minority shareholders?
Yes. Safeguards are foreseen for minority shareholders, including the right to apply to the competent court to order EU Inc. and the other shareholders to purchase the minority shareholders’ shares, should they consider that the company’s affairs are being, or have been, conducted in a manner detrimental to their interests.
How will it work?
EU Inc. will be managed by a management body comprising either a single individual or several directors who are natural persons, at least one of whom must be resident in the European Union.
Shareholders’ meetings and board meetings may be held entirely online or in a hybrid format.
How will the profits be distributed?
The distribution of profits will be subject to:
- a balance sheet test, and
- a solvency test
to ensure the protection of creditors.
Will they be listed on regulated markets?
Yes, provided that all requirements set out in European Union legislation and national laws are met.
Are there any restrictions for Member States?
Unless objectively justified and proportionate, Member States will not be permitted to treat EU Inc.’s less favourably than limited liability companies incorporated under their national law. The following, amongst others, will therefore be expressly prohibited:
- criteria that exclude eligibility for public support on the grounds that the EU Inc. is established in another Member State;
- measures requiring authorisation based on the registered office;
- requirements to have a local representative or a physical presence;
- measures prohibiting the use of payment accounts opened in another Member State.
How can they be wound up or ‘closed down’?
Provisions will be made for the winding up of EU Inc.’s, whether solvent or insolvent, with a focus on digitalisation and simplification.
For EU Inc.’s:
- which are solvent but with no assets, liabilities or pending legal proceedings, a fast-track liquidation procedure will be available, which can be completed in around three months;
- qualifying as innovative start-ups in a state of insolvency, simplified winding-up procedures will be introduced, to be completed within six months, characterised by reduced formalities, digital communications and the option to realise assets through electronic auctions.
What will the next steps be?
The European Commission’s proposal will now be discussed by the European Parliament and the Council, with the aim of reaching an agreement by the end of 2026 and adopting the relevant regulation.
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Our firm is available to provide further information on this matter. Please contact us
Alberto Predieri and Camilla Nicoletti
