EU Inc (the 28th regime) · 2026/0074(COD)
Supports the EU Inc. proposal for a simplified, digital, and flexible European company form but wants changes to ensure legal certainty, prevent fragmentation, and protect SMEs.
Broaden the innovation criteria to include industrial investments in advanced capital goods, automation technologies, and energy transition, not just R&D expenditures, to ensure manufacturing SMEs have equal access to benefits.
“Confapi proposes to: • Broaden the innovation criteria: integrate the definition by introducing a cumulative indicator that also counts industrial investments in advanced capital goods, automation technologies, and energy transition, thereby ensuring equal access to the regulatory benefits of Chapter X.”
CONFAPI EN_28 REGIME_EN.docx, page 3
Remove the obligation to link EU Inc. to specific national corporate forms to avoid limiting its autonomy and asymmetric parallelisms.
“• Eliminate the constraint of art. 4, paragraph 3: remove the obligation for Member States to link EU Inc. to specific national corporate forms, which would limit its autonomy by forcing asymmetric parallelisms;”
CONFAPI EN_28 REGIME_EN.docx, page 3
Introduce an effective connection requirement to ensure companies have real economic substance in their State of registration and prevent letterbox companies.
“For this reason, we request the introduction of an effective connection requirement or real economic substance between the company and the State of registration.”
CONFAPI EN_28 REGIME_EN.docx, page 3
Adopt a hybrid model combining fast online incorporation with remote notarial verification to safeguard legality and prevent fraud and money laundering.
“Confapi therefore proposes to: • Establish the "Hybrid Model" as the European standard: combine the objective of 48-hour registration at a maximum cost of €100 with the rigor of substantive notarial checks performed remotely. Italy has already demonstrated the effectiveness of this approach: incorporation takes place online, but identification and legality verification are carried out via videoconference by a notary ;”
CONFAPI EN_28 REGIME_EN.docx, page 4
Define uniform European accounting standards for solvency tests and limit directors' personal liability for SMEs to wilful misconduct or gross negligence when supported by independent technical opinions.
“In this context, we propose to: • Clear European accounting standards: define uniform European operational guidelines and metrics for executing solvency tests; • Mitigation of liability for SMEs: provide that for SMEs the personal liability of directors be limited only to cases of wilful misconduct or gross negligence, when the solvency tests are supported by technical opinions certified by independent third parties.”
CONFAPI EN_28 REGIME_EN.docx, page 4
Allow governance and financing flexibility including non-par value shares and freedom to issue different classes of shares to attract investors.
“Governance and financing flexibility: provisions concerning non-par value shares and the freedom to issue different classes of shares (Arts. 55-61) bring EU Inc. closer to the flexible model of the American Delaware Corporation, making it highly attractive to international venture capital;”
CONFAPI EN_28 REGIME_EN.docx, page 2
Support the standardized European stock option plan (EU-ESO) to attract and retain talent, with taxation only upon actual sale of shares.
“Attracting and retaining talent (EU-ESO): the standardized European stock option plan (Art. 78) represents an important competitive lever for SMEs. Furthermore, Confapi appreciates the neutralization of the so-called "dry tax": proceeds are considered generated and subject to taxation only upon the actual sale of the shares, and not when the right is exercised.”
CONFAPI EN_28 REGIME_EN.docx, page 2
Ensure the EU Inc. regulation is self-contained with minimal referral to national law to avoid fragmentation and regulatory arbitrage.
“Confapi proposes to: • Ensure regulatory self-sufficiency: the referral to national law must remain strictly residual. The Regulation must include a closed, self-contained catalogue covering the core aspects of corporate law;”
CONFAPI EN_28 REGIME_EN.docx, page 2
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