EU Inc (the 28th regime) · 2026/0074(COD)
Supports the creation of a simplified European corporate framework but wants changes to improve AML safeguards, insolvency procedures, tax provisions on employee stock options, and clarify the delimitation between EU and national law.
Replace the fixed 48-hour registration deadline with a deadline measured in working days or 'without further delay' to allow competent authorities sufficient time for thorough review before registration.
“It is recommended to replace the fixed deadline with the recognised legal standard of registration “without further delay,” or alternatively to measure the deadline in working days rather than calendar hours, so as to ensure that competent authorities can carry out a thorough review of the information submitted before registration is completed.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 3
Extend AML controls to cover the full lifecycle of the company, including mandatory risk assessments at incorporation and dissolution, supported by a supervisory framework to identify abuse early and prevent asset dissipation.
“Extending AML controls across the full lifecycle of the company: AML oversight cannot be limited to beneficial ownership databases. Structured risk assessments must be carried out at the point of incorporation and again at dissolution, supported by a supervisory framework capable of identifying abuse at an early stage and preventing asset dissipation.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 3
Make the 28th regime optional and open to all limited liability companies, not limited to 'innovative' companies or start-ups, to ensure fairness and avoid a two-tier Single Market.
“Here, the ETAF position is clear: to ensure equal treatment, legal certainty and competitive fairness, the 28th regime should be open to all limited liability companies. Limiting access only to so-called “innovative” companies or start-ups would risk creating a two-tier system within the Single Market and generating complex administrative procedures for authorities tasked with defining and verifying “innovation”, rather than reducing burdens as intended.”
ETAF position 28th regime.pdf, page 2
Introduce mandatory and EU-wide uniform AML identity and legitimacy checks before registration and ensure independent oversight of digital share transfers to prevent abuse and layering risks.
“Introduce mandatory and EU-wide uniform AML identity and legitimacy checks before an EU Inc. can be registered... Ensure independent oversight of digital share transfers: The Regulation should be amended to avoid allowing EU Inc. companies to create and maintain their digital share registers entirely by themselves.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 2
Ensure the 28th regime is digital-by-default with fully harmonised procedures accessible to all companies, while respecting national professional requirements and providing for professional advice.
“ETAF fully supports the principle of “digital-by-default” setting up of companies. We strongly advocate for making procedures fully digital and harmonised across Europe, with paper-based options retained only as exceptional alternatives... While ETAF supports faster registration of companies, it is essential to ensure that national professional requirements, approvals and registrations... are fully respected.”
ETAF position 28th regime.pdf, page 3
Address the absence of minimum capital requirements and creditor protection measures to reduce risks of abuse and letterbox companies.
“The absence of minimum capital requirements (article 62(1))... leave EU Inc. vulnerable to exploitation as a letterbox entity.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 2
Maintain a proportionate minimum capital requirement (e.g., between €5,000 and €10,000) to ensure security and consumer protection without creating barriers to entry, especially for SMEs.
“In particular, a minimum capital requirement should be maintained as a guarantee of security, consumer protection and business reliability. However, it should remain proportionate and accessible – for example between €5 000 and €10 000 – so as not to create unnecessary barriers to entry, especially for SMEs.”
ETAF position 28th regime.pdf, page 3
Remove the tax provisions on the EU employee stock option plan from the Regulation and replace them with a non-binding Commission Recommendation to encourage consistent tax treatment across Member States.
“Removing the EU-ESO tax provisions and replacing them with a non-binding recommendation (articles 78-79):... ETAF suggests that consideration be given to replacing the tax provisions in Articles 78-79 with a non-binding Commission Recommendation to Member States.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 6
Ensure professional advice remains essential when setting up companies digitally to navigate complex legal, tax, and labour requirements and avoid long-term negative consequences.
“In this context, it is important to stress that professional advice from tax advisers, lawyers or notaries remains essential when setting up a company even digitally... Far from reducing the need for professional support, the introduction of a new 28th regime “digital-by-default” would likely increase demand for expert guidance.”
ETAF position 28th regime.pdf, page 4
Clarify the delimitation between EU and national law by exhaustively defining matters governed by EU law and limiting recourse to national law to expressly enumerated residual areas to avoid fragmentation and legal uncertainty.
“Clarifying the delimitation between EU and national law (article 4): The Regulation should define in a more exhaustive manner the matters governed by EU law, limiting recourse to national law to expressly enumerated residual areas only.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 8
Broaden the simplified insolvency proceedings to all EU Inc. companies, include over-indebtedness as grounds for opening proceedings, restrict waivers of insolvency practitioner appointment, extend claims deadlines, preserve judicial remedies, and establish clear EU rules on regulated professionals' roles in insolvency.
“Broadening the scope of simplified insolvency proceedings to all EU Inc. companies... Extending the grounds for simplified insolvency proceedings to include over-indebtedness... Limiting the conditions for waiving the appointment of an insolvency practitioner... Extending the 30-day claims lodgement deadline and preserving unrestricted access to legal proceedings... Establishing a clear framework for the involvement and accountability of regulated professionals in simplified proceedings.”
ETAF Statement on the proposal for a Regulation on the 28th regime corporate legal framework .pdf, page 5
Avoid introducing parallel tax measures within the 28th regime; instead, align with existing tax harmonisation initiatives and ensure any tax-related rules, including on employee stock options, apply to all companies equally and respect appropriate legal bases.
“Launching parallel tax measures under a new 28th regime would risk duplication, inconsistency and unnecessary complexity... Any attempt to circumvent the unanimity rule under the special legislative procedure could lead to competence disputes... This principle should also apply to the potential harmonisation of the tax treatment of Employee Stock Options (ESOs)... preferential treatment of ESOs should be available to all companies, not only those classified as innovative or operating under the 28th regime.”
ETAF position 28th regime.pdf, page 4
On the files they lobby on: “…arrangements; Financial Transaction Tax, FTT; VAT Directive, VAT in the digital age (ViDA); AML package, new AMLA; FISC - Tax Subcommittee in the European Parliament; IMCO Committee, European Parliament Proposal for an EU Inc.…”
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