EU Inc (the 28th regime) · 2026/0074(COD)
Supports a flexible, all-purpose 28th Company Law Regime open to all companies, but wants it fully harmonized by regulation with clear connecting factors and harmonized neighbouring laws.
Make the 28th Company Law Regime an all-purpose legal form open to all firms regardless of activity or growth stage, not limited to innovative start-ups or scale-ups.
“The BCCL believes that the 28th Company Law Regime should create an all-purpose legal form, and hence be open to all firms irrespective of their activities or growth stage, in other words it would be a bad idea to limit it to companies that qualify as innovative start-up or scale-ups”
BCV_CDS_28th Regime_20250926.pdf, page 2
Give the 28th Company Law Regime a pan-European name and abbreviation that is catchy, recognizable, and does not reference start-ups or scale-ups.
“The company form of the 28th Company Law Regime should have a pan-European name and abbreviation that are catchy and readily recognizable in all jurisdictions... such name and abbreviation should not include a reference to innovative companies, start-ups, or scale-ups.”
BCV_CDS_28th Regime_20250926.pdf, page 2
Ensure the 28th Company Law Regime allows digital incorporation, digital meetings, use of English with equal legal value, and flexible shareholder rights including multiple and no-voting shares and flexible profit rights.
“Flexibility should be the norm: digital incorporation, digital meetings, and use of English... The company under the 28th Company Law Regime should have considerable flexibility in defining shareholder rights: it should allow shares without voting rights... and with multiple voting rights, and it should provide complete freedom in allocating profit rights.”
BCV_CDS_28th Regime_20250926.pdf, page 4
Allow flexible management structures including single director, multiple directors, single collegiate board, or two-tier board, with reserved matters for shareholders and mandatory conflict of interest rules.
“The 28th Company Law Regime company should also provide flexibility in the structure of its management body... Efficient conflict of interest rules for directors should be mandatory.”
BCV_CDS_28th Regime_20250926.pdf, page 4
Abolish legal capital or reduce minimum legal capital to zero, while maintaining effective creditor protection by other means.
“The BCCL pleads for a company form without a legal capital, or, as a second-to-best alternative, with a minimum legal capital reduced to zero... legal capital has since long lost its relevance and is no longer the most apt legal measure for creditor protection.”
BCV_CDS_28th Regime_20250926.pdf, page 3
Determine employee co-determination rules by the place of the real seat, not by other jurisdictions’ rules, to avoid applying foreign labour co-determination systems without a link to the company.
“A 28th Company Law Regime would prove futile from the start if Germany would insist on rules that would apply its labour co-determination system to companies that have no link to Germany. In our view, rules on employee co-determination should be determined by the place of the real seat.”
BCV_CDS_28th Regime_20250926.pdf, page 3
Mandate the registered office as the connecting factor for company law, allowing change of applicable law by cross-border conversion with anti-fraud measures.
“The 28th Company Law Regime should mandatorily determine the connecting factor and that such connecting factor should be the registered office... the applicable company law can be changed through a cross border conversion, with adequate measures to prevent fraud.”
BCV_CDS_28th Regime_20250926.pdf, page 3
Adopt the 28th Company Law Regime as a Regulation, not a Directive, to ensure uniformity and avoid fragmentation into 27 different regimes.
“The applicable 28th Company Law Regime would ideally be fully regulated feasible in a Regulation... a choice in favour of a directive will lead to “27 28th Company Law Regimes”... There is no virtue to be seen in this result.”
BCV_CDS_28th Regime_20250926.pdf, page 2
Achieve further legislative harmonization of insolvency law and clarify conflicts of law between lex societatis, lex concursus and lex delicti to reduce legal uncertainty for directors in multi-jurisdictional insolvency situations.
“It is crucial, and realistic, to achieve further legislative harmonization of insolvency law, and in particular of the conflicts of laws issues related to the demarcation between the lex societatis, the lex concursus and the lex delicti. Presently there is far too much legal uncertainty for directors of companies in financial distress in a multi-jurisdictional environment.”
BCV_CDS_28th Regime_20250926.pdf, page 3
Open source underneath
WhoShapedIt is a thin layer on open-source packages. Star them, fork them, build your own micro.
Open-source context and state for AI: it keeps only what matters for the question.
In WhoShapedIt: Reads every lobby submission and position paper and each official text, cut into passages, and judges each passage against nine questions (who can use EU Inc, workers on the board, tax…), so every ask and every step is read on the passages that address it.
Open-source Svelte components for clean, accessible interfaces.
In WhoShapedIt: The status, the timeline, the theme picker, the camps of lobbies and the organisation pages.
Also built with SvelteKit · Vercel AI SDK · Zod