“A company in 48 hours across the EU”: with these words, Ursula von der Leyen introduced “EU Inc.”, the new proposal that represents the cornerstone and starting point of the EU’s 28th regime. It is described as a new optional and digital European corporate framework designed to make it easier for businesses to operate across the EU, encouraging them to remain in Europe and countering the trend of companies relocating outside the Union.
On 18 March, the Commission introduced the so-called “28th regime”, a corporate framework designed to facilitate the activities of startups, innovative SMEs anmd other entities operating across borders.
The proposal forms part of a broader package of initiatives aimed at strengthening European competitiveness and reducing regulatory barriers for businesses, particularly within the Single Market.
EU Inc. represents an optional and uniform corporate regime at EU level, designed to allow companies to incorporate and operate under a common set of rules across all Member States.
It is an initiative that has been discussed for some time and seeks to address one of the most evident challenges of the European system: the fragmentation of national company laws.
More specifically, expanding a business across multiple Member States still entails dealing with different rules, a lack of harmonisation, duplicative requirements and significant levels of uncertainty; for growing companies, these factors can have a tangible impact on timelines, costs and operational decisions, ultimately acting as a real constraint on the development of cross-border activities. It is within this context that the Commission’s proposal adopts an approach that is, in some respects, ambitious yet pragmatic: the introduction of an optional, uniform and directly applicable corporate model at EU level.
Against this backdrop, the Commission’s proposal takes shape, adopting an approach that is in some respects ambitious yet at the same time highly pragmatic: introducing an optional, uniform corporate model that is directly applicable at the European level.
The underlying idea is to create a sort of “28th legal regime”, operating alongside national systems, which would allow companies to be established and to operate under a single set of rules, without having to “start from scratch” each time they enter a new jurisdiction.
One of the most notable aspects of the proposal is its focus on operational simplification. It envisages, for instance, the possibility of incorporating a company within a very short timeframe - potentially within 48 hours - at limited cost and through fully digitalised procedures. The model is built on a highly digitalised and standardised framework, aimed at ensuring interoperability across Member States and minimising the need for local adaptations.
However, the defining feature of this regime is not only speed: the proposal also appears aimed at improving the quality of the legal environment in which businesses operate, seeking to make it more predictable and, above all, more familiar to international investors.
In this respect, the introduction of a uniform regime could reduce uncertainties arising from the interaction between different national systems and provide businesses with a clearer framework within which to operate and structure themselves at a European level. It is precisely on this ground that the proposal appears to have broader ambitions, seeking to align the European environment more closely with models that are recognisable to capital markets.
In this context, the proposal includes openings towards more “standardised” tools in areas such as shareholding structures, corporate governance and incentives, including equity models and stock option plans that could be more easily implemented across the EU.
The Commission’s objective is clear: to make Europe a place where it is easier not only to start a business, but also to finance it, grow it, and - above all - retain it.
It is no coincidence that the initiative is often discussed in comparison with other ecosystems, particularly the United States, where greater regulatory uniformity has long represented a significant competitive advantage.
From this perspective, EU Inc. may also be seen as a tool aimed at making the freedom of establishment within the EU more effective: although already guaranteed by the Treaties, in practice it continues to be constrained by regulatory differences that limit its full exercise. A uniform corporate regime could help reduce such barriers, facilitating smoother corporate mobility within the internal market.
At the same time, several aspects will require careful consideration in the implementation phase. A first key issue concerns the interaction with national company laws: although the regime is conceived as optional and autonomous, some degree of interplay with domestic legal systems will be inevitable, particularly in areas that are not fully harmonised. This is an aspect that may be progressively clarified through legislative and interpretative developments aimed at ensuring greater alignment between the new regime and national frameworks.
A second area concerns taxation, which largely remains within the competence of Member States, as well as issues relating to corporate governance, directors’ liability and the protection of stakeholders, including creditors and employees.
These are matters that, by their nature, reflect diverse legal traditions and are likely to play a central role during the negotiation phase between EU institutions and Member States. The measure will need to be discussed and negotiated between the European Parliament and the Member States before any potential adoption.
Despite these uncertainties, the proposal represents a significant step in the process of integrating European company law and constitutes, in all respects, a concrete attempt to address an issue that has now become central to the competitiveness of the single market.