EU Inc. - the EU Commission's ambitious draft for a new corporate form

Start-up founders and investors in the European Union know the problem: 27 different company and corporate law systems, many of which (including Austria) are burdened with considerable bureaucratic hurdles.   On March 19, 2026, the EU Commission presented its plans for a new EU-wide company form, the EU Inc. It is promising that this is to be a (directly applicable) EU regulation and not a directive. When implementing a directive, the national states would in turn have a certain amount of discretion, which would inevitably lead to a certain degree of legal fragmentation.

The EU Inc. Is intended to supplement national company forms without replacing them. From a tax perspective, the respective national laws of the member states remain applicable; the draft does not provide for a harmonized tax system specifically for the EU Inc. The latter would also be extremely difficult to implement due to the unanimity principle that applies in tax matters.

  The following key elements of the new company form were presented:

• Foundation & Administration formation should be possible in a maximum of 48 hours and for less than EUR 100 - without a minimum capital requirement (this would be a massive difference to the Austrian legal system, which stipulates a minimum capital requirement of EUR 10,000 for the GmbH and FlexCo). All administrative steps are handled completely digitally via a central EU register.
• Once-Only Principle : Company data only needs to be transmitted once to a new EU central register to be set up. This register can then also be used to obtain VAT numbers, for example, without having to resubmit documents that have already been submitted.
• Share structure and financing company shares can be divided into different classes and provided with graduated voting and participation rights; the transfer of shares is to be simplified and digitalized. The latter would also represent a massive difference to the current regime in Austria, which, for example, requires a notarial deed for the transfer of GmbH shares. The question of whether EU Inc. Will have access to capital markets is to be answered by the respective member states. 
• Employee share ownership (EU-ESO) EU Employee Stock Options (EU-ESO) are intended to standardize the tax treatment of employee shareholdings across Europe. The plan is for taxation to be exclusively deferred (the tax burden only arises at the time the shares are sold). This would greatly increase legal tax certainty for start-ups.
• Conversion and Coporate Restructuring companies from all EU Member States should have the option of converting their corporate form into the EU Inc. By way of transformation, merger or spin-off.
• Liquidation for liquidation proceedings, the draft provides for fully digital processing.

If the timetable can be adhered to, the legal act would still be adopted in 2026. Following publication in the Official Journal of the EU, the regulation would enter into force 20 days later; it would then be directly applicable twelve months later - probably at the beginning of 2028. It remains to be seen whether the extremely ambitious draft will make it through the legislative process in its current form.