How you would actually form a 28th regime company


How you would actually form a 28th regime company
How to form a 28th regime company (EU Inc.): the real process How to form a 28th regime company (EU Inc.): the real process | The 28th Regime

How you would actually form a 28th regime company

Issued: 01.07.2026

The headline that travels is a company in 48 hours for 100 euros. That number is real, it is written into the proposal, and it describes one step of the job, not the whole of it.

This piece is for a founder choosing how to set up a new company, weighing the future EU form against incorporating locally now. It is not legal or tax advice. It is a plain reading of the published text, with the article numbers so you can check it yourself.

One thing to settle first. The 28th regime is the single EU company form the European Commission proposed on 18 March 2026 as proposal COM(2026) 321, under procedure 2026/0074, the ordinary legislative procedure known as COD (codecision between the Parliament and the Council). The Commission has also branded it “EU Inc.” It is a proposal in negotiation, not law. On an optimistic path it would not be usable before 2027, and most people watching it expect later. So this is not a how-to you can run yet. It is what the process would look like, read from the draft, so you can judge the form on its mechanics rather than the marketing.

Where the 48 hours and the 100 euros actually come from

Article 16 is the source of the headline. It covers fast-track formation through what the proposal calls the EU central interface, a single EU-level front door for registering the company. The condition for the 48 hours is specific: you submit the company application form (Article 13) together with the standard EU templates for the articles of association (Article 8). If you use the templates, Member States must complete the preventive control and the registration within 48 hours of submission, at a maximum cost of EUR 100.

Read the condition twice, because it is the whole trick. The 48-hour, 100-euro path is the templated path. The speed is bought by using the EU’s own standard articles of association rather than your own drafting. Step outside the templates and you are on a different clock.

The three routes, and why only one is the fast one

The proposal writes three formation routes, not one:

  • Article 16, the fast track. EU central interface, EU templates, registration within 48 hours, capped at EUR 100. This is the headline route.
  • Article 17, the central interface without templates. Same EU front door, but you submit your own articles of association instead of the standard ones. Registration within 5 working days. You trade the 48 hours for the freedom to draft your own constitution.
  • Article 18, the national register route. Formation carried out fully online through the national business register. If you use the EU templates here too, the 48-hour and EUR 100 conditions of Article 16(2) apply; if you do not, the 5 working day conditions of Article 17 apply.

The practical reading: the moment a founder needs anything bespoke in the company’s articles, a specific governance arrangement, a particular share structure, a tailored option-pool provision, they are on the five-day track, not the two-day one. For a clean, standard company the templated 48 hours is genuinely fast. For most venture-backed founders, who almost always want non-standard articles, “5 working days” is the honest expectation.

What runs underneath: BRIS and the preventive control

Two pieces of machinery sit under all three routes, and both matter for whether the timeline holds.

The first is BRIS, the Business Registers Interconnection System, the existing EU network that already links national company registers. The EU central interface is built as part of the European electronic access point to BRIS (Article 15). The 28th regime does not invent a new pan-EU registry from scratch; it adds a front door onto the register network that is already there. That is why the Commission can talk about 48 hours with a straight face, and it is also why national registers are still in the loop.

The second is preventive control (Article 14). Before any registration completes, the articles of association are checked, for formal compliance, for the mandatory minimum content set out in the proposal’s Annex, for the company name and object, and for the applicants’ capacity. Here is the part the speed headline skips: the proposal lets each Member State run that control as an administrative, judicial, or notarial check, or a combination. A country that routes preventive control through its notaries can keep doing so. So “no notary” is not a promise the text makes. The clock starts at 48 hours, but a notarial step can sit inside it, and the registration decision itself stays with the competent national authority (Article 15(4)).

The defensible takeaway: the 48 hours is a registration target on a templated filing that has passed a national control, not a guarantee that you click a button and a company appears. It is a real and large improvement on the status quo. It is not magic.

Capital: the part that is genuinely close to zero

On minimum capital the proposal is as founder-friendly as the headline suggests. There is no minimum capital requirement to speak of: the impact work describes a symbolic EUR 0 or 1 figure, and there is no need to pay in share capital at incorporation. You do not have to park 25,000 euros to mirror a German GmbH (Gesellschaft mit beschränkter Haftung, the private limited company) or 18,000 to mirror an Austrian one.

What replaces the capital floor is solvency-based protection. Instead of a fixed buffer locked at the start, the proposal leans on tests applied when value actually leaves the company: distributions must come from distributable amounts, and capital reductions require a balance-sheet test, a solvency test, and an independent expert’s report. Whether that is sufficient creditor protection is exactly the kind of question the Council is arguing about, and a fair one. But for a founder, the formation-day reality is simple: you are not pre-funding a capital account to incorporate.

What the speed promise does not decide for you

This is the section the templates cannot fill in. The 28th regime would make registration fast. It would not make the founder decisions for you, and those are where the real time goes:

  • The registered office. Where the company sits has consequences for tax residence, for which national rules fill the gaps the regulation leaves open, and for where disputes land. The form is EU-wide; this choice is still yours and still local.
  • The directors and their declarations. Prospective directors identify themselves through electronic identification (Article 13), consent to the role, and declare any disqualification circumstances. If a director declares such a circumstance, or one is found in the control, the fast track is switched off (Article 13(6)). The people, not the paperwork, can move you off the 48-hour path.
  • The articles of association. Use the EU templates and you get speed and less flexibility. Write your own and you get flexibility and the five-day track. That is a real decision, not a formality, and it is the one most founders will actually wrestle with.
  • The option pool and the cap table. The 28th regime has its own employee stock option scheme, the EU-ESO (EU Employee Stock Option plan), but how you size and structure the pool is your design choice. That sits next to formation; it is not done by it.

None of these is hard because of the proposal. They are the ordinary founder decisions that a fast registration just brings forward. The form gives you a quick front door. It does not tell you what to put behind it.

What to watch next

  • 1 July 2026: Ireland takes over the six-month rotating Council presidency and has named the 28th regime (“EU Inc.”) as a priority file in its official programme. The presidency sets the Council agenda, so this affects the pace from here.
  • Mid-July 2026: Parliament’s Legal Affairs Committee (JURI) is expected to take up the draft report from its rapporteur (the lead member steering the file), René Repasi. As of late June that draft had not yet appeared on the official procedure file, so its contents are still to be confirmed.
  • September and October 2026: provisional JURI committee vote and a first European Parliament plenary vote.
  • Availability: not before 2027 on the most optimistic reading, and later is widely expected.

The live version of this timeline, updated from the official procedure file (OEIL, the Parliament’s Legislative Observatory) and the Council register, is on the progress tracker. If you are weighing the future EU form against moving an existing company across, the companion piece on conversion, and the tax catch most founder commentary skips, is here.

For founders

Settle the decisions the fast track leaves to you

The registered office, the directors, the articles, the option pool: the proposal makes registration quick but leaves these to you. The free founder readiness checklist walks through them now, so you are ready whenever the 28th regime arrives.

Get the founder readiness checklist

Sources

  • Proposal for a Regulation on the 28th regime corporate legal framework, “EU Inc.”, COM(2026) 321 final, 18 March 2026: Articles 13 (company application form), 14 (preventive control), 15 (EU central interface and BRIS), 16 (fast-track formation, 48 hours, EUR 100), 17 (formation without EU templates, 5 working days), 18 (fully online formation with the business register). Minimum capital and no-paid-in-capital points from the explanatory memorandum and impact assessment. Procedure 2026/0074(COD).
  • Directive (EU) 2017/1132 on certain aspects of company law: the Business Registers Interconnection System (BRIS), Article 22.
  • The 28th Regime, conversion explainer: converting a national company to the 28th regime
  • The 28th Regime, progress tracker and timeline: the28thregime.eu/progress
  • The 28th Regime, founder readiness checklist: founder.the28thregime.eu