EU Inc (the 28th regime) · 2026/0074(COD)
Supports the EU Inc. proposal as a regulation based on article 114(1) TFEU but wants changes to respect Member States' real seat theory and proportionality with PLC rules.
Create limited EU Premium Packages as EU regulations that companies may opt into, allowing choice of preferred national law with proper benefits and safeguards, and simplify registrations using English-only corporate documents and a single commercial register interface.
Support flexible EU rules on capital for EU Inc’s and removal of old-fashioned capital maintenance rules for these companies.
“The flexible EU rules on capital for EU Inc’s deserve support. Clearly, the old-fashioned capital maintenance rules are no longer needed from an EU perspective at all.”
Memo - Feedback on EU Inc Proposal.pdf, page 6
Add a proportionality clause allowing Member States to alleviate heavy capital maintenance rules for PLC-type companies by replacing them with EU Inc.-style rules.
“I recommend that a proportionality clause be added to the Proposal. In it, EU rules for PLC-type companies should be alleviated. Member States should be allowed to replace the heavy capital maintenance rules by EU Inc. style rules on capital, distributions, etc.”
Memo - Feedback on EU Inc Proposal.pdf, page 6
Phase out the European Company (SE) form by forbidding new formations and encouraging conversions to EU Inc., keeping the SE regulation only for existing SEs.
“Phasing out the SE would be justified. The SE regulation must be kept alive to keep existing SE’s going, but the formation of any new SE’s can be forbidden.”
Memo - Feedback on EU Inc Proposal.pdf, page 6
Allow SPEs to be governed by the company law of their registered office Member State without requiring their real seat to be in the same Member State, preserving maximum freedom of establishment consistent with EU Court of Justice rulings.
Allow Member States applying real seat theory not to accept an EU Inc. having its registered office on their territory without the real seat also being there.
“The Proposal seems to require that a Member State which applies real seat theory must still accept that an EU Inc. be formed under its laws (with formal seat on its territory) without a need for the real seat to be located on its territory as well. This element of overreach in the Proposal should be avoided.”
Memo - Feedback on EU Inc Proposal.pdf, page 5
Ask Member States upfront whether they want to make exceptions to EU Inc. rules based on real seat theory and limit such exceptions to a very narrow list.
“Member States should be asked upfront whether they would like to make such exceptions. I hope the list will be very limited.”
Memo - Feedback on EU Inc Proposal.pdf, page 5
Ensure SPEs can choose their registered office in one Member State while having their real seat elsewhere in the EU, respecting EU freedom of establishment and relevant Court of Justice case law.
“An SPE with its registered office in a Member State applying ‘formal seat theory’ may locate its real seat anywhere in the EU... A Member State applying ‘real seat theory’ is not required to allow that an SPE would just have its registered office (and not its real seat) on its territory.”
Memo final - Call for evidence 28th regime corporate.pdf, page 5
Use article 114(1) TFEU as the legal basis for the EU Inc. regulation to approximate national laws and strengthen the internal market.
“Article 114(1) TFEU provides a solid basis for the Proposal.”
Memo - Feedback on EU Inc Proposal.pdf, page 3
Remove or separately base article 79 on taxation of warrants under EU-ESO, as fiscal provisions are exempted from article 114(1) TFEU.
“It would seem, therefore, that article 79 of the Proposal – which concerns the taxation of warrants under an EU-ESO – cannot be covered by article 114(1) TFEU. So, arguably, article 79 must either be taken out of the Proposal or covered by a separate legal basis.”
Memo - Feedback on EU Inc Proposal.pdf, page 3
Adopt the new SPE and EU Premium Packages as EU regulations rather than directives to provide uniform rules and avoid burdensome national implementation, using article 48(7) TEU passerelle clause or enhanced cooperation if unanimity is difficult.
“These EU Premium Packages should take the form of EU regulations (not directives). This will provide identical rules throughout the EU... Where unanimity of the EU Member States is needed for EU Premium Packages and such unanimity appears difficult to achieve, use can be made of the passerelle clause of article 48(7) TEU. If need be, an EU premium package can also be based on ‘enhanced cooperation’ between less than all EU Member States.”
Memo final - Call for evidence 28th regime corporate.pdf, 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.
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