Europe is working on a new company form that any founder could use across all 27 Member States. It is called EU Inc, and in Brussels it is known as the "28th regime". For foreign entrepreneurs planning their entry into the EU market, the question is a practical one: should you wait for EU Inc, or set up a Dutch BV now?
The short answer: EU Inc is still a proposal, and it will not be available for some time. Here is what we know, and what it means for your plans.
What is EU Inc?
On 18 March 2026 the European Commission published its proposal for a regulation on a 28th regime corporate legal framework (COM(2026) 321). Because it is a regulation, it would apply directly in every Member State once adopted, without national implementing legislation, as Stibbe explains.
EU Inc would not replace national company forms. It would sit beside them as an optional second route. Founders could keep choosing a Dutch BV, a German GmbH or any other national entity, or opt for EU Inc instead.
According to the Commission proposal, as summarised by Eubelius:
incorporation should be possible within 48 hours, using a harmonised form and European model articles;
the fee for a standard incorporation would be EUR 100;
there would be no minimum capital requirement;
the company's lifecycle, including share transfers, would run digitally;
a preventive legality check at incorporation remains, but each Member State decides whether it is administrative, judicial or notarial;
directors must be natural persons, and at least one must be resident in the EU;
the law of the Member State of incorporation applies on a supplementary basis.
Where does the legislative process stand?
On 23 October 2026 the Council of the EU adopted its negotiating position. Its summary states that companies will be able to "choose between the existing 27 national corporate law regimes" and EU Inc. The Council kept the core idea of online registration in about two days for no more than EUR 100, but made several changes, according to the Irish Department of Enterprise:
Member States may refuse registration on anti-money laundering, counter-terrorist financing or other criminal-law grounds;
controls are strengthened throughout the company's existence;
employee participation follows the rules of the Member State of the registered office;
the EU employee stock-option plan is narrowed to smaller mid-caps;
Member States get 21 months to implement the regulation.
The European Parliament has not yet adopted its position. Its Legal Affairs Committee received more than 1,400 amendments and postponed its vote, with employee participation reported as the main open issue, according to an independent legislative tracker (last updated 7 November 2026). Negotiations between Council and Parliament can only start once Parliament has a position. The political target of agreement by the end of 2026 therefore looks ambitious.
When could EU Inc actually be used?
Even on an optimistic timeline, EU Inc is unlikely to be available before 2028. The regulation first needs political agreement, formal adoption and publication. Under the Council's mandate, Member States then have 21 months to put registers, procedures and legality checks in place. The final text may also differ materially from the proposal, both on costs and on controls.
EU Inc and the Dutch BV compared
Much of what makes EU Inc attractive already exists in the Netherlands. Since the Dutch flex-BV reform of 2012, a BV has no minimum capital requirement. Dutch company law gives shareholders wide freedom to tailor share classes, voting rights and transfer restrictions in the articles of association. And a Dutch government consultation in 2026 proposed allowing BV articles to be drafted in English at incorporation, as reported by De Brauw; that proposal still has to pass through Parliament.
The key differences lie elsewhere:
Certainty. The Dutch BV is a mature legal form with decades of case law and established practice with banks, notaries and tax authorities. EU Inc will start without that track record.
Gatekeeping. Under the Council text, EU Inc registrations can be refused on anti-money laundering grounds. In practice, foreign founders should expect identity, source-of-funds and UBO checks under either route.
Tax. EU Inc is a company law instrument. It does not create a separate tax regime. Corporate income tax, dividend withholding tax and substance questions will continue to depend on where the company is resident.
Banking and contracts. Customers, landlords and banks know the BV. A new European form may initially require more explanation.
What should foreign founders do now?
If you plan to enter the EU market in the next twelve to eighteen months, waiting for EU Inc is rarely a sound strategy. A Dutch BV can be set up now, with a notarial deed, registration with the Netherlands Chamber of Commerce (KVK) and registration of the ultimate beneficial owners in the UBO register.
We recommend three steps:
Choose your structure on today's law. Decide on shareholding, governance and any holding company based on the rules that apply now.
Build in flexibility. Draft the articles and shareholders' agreement so that future restructuring, including a possible conversion or cross-border move, is not unnecessarily complicated.
Monitor the file. Keep an eye on the Parliament vote and the trilogue negotiations in 2027. Once the final text is known, it becomes possible to assess whether EU Inc offers real advantages for your business.
How Corpexser can help
Corpexser advises foreign entrepreneurs on setting up and maintaining Dutch legal entities. We act as your single point of contact and coordinate the full process with the civil-law notary, tax adviser and other specialists. We also keep our clients informed of developments such as EU Inc, so that structural decisions are made at the right moment.
Considering a Dutch BV, or wondering whether EU Inc might suit your plans? Schedule an introductory call via corpexser.nl.
This article provides general information only and does not constitute legal or tax advice. The EU Inc proposal is still under negotiation; the final rules may differ. Status as of 9 November 2026.
