The 28th regime FAQ (founder-focused)

A: It's a proposed optional EU-level company-law framework meant to reduce "27-systems" friction for innovative companies operating across the Single Market.

A: No. The Commission published the proposal on 18 March 2026, but it is not final law yet. The text can still change in Parliament and in the Council before adoption.

A: In practical terms, it is most relevant for founders who expect cross-border complexity early: hiring in more than one EU country, raising from cross-border investors, using equity more flexibly, or scaling across the Single Market without rebuilding the company structure country by country.

If you expect to stay mostly local for the next 12–24 months, a national company form may still be the simpler starting point. The legal umbrella in the political debate is "innovative companies", but the real founder question is whether cross-border friction is likely to become part of your operating model early.

A: The intent is "optional alongside national regimes", not replacement - but exact mechanics depend on the draft.

A compact visual tracker of the main milestones. The detailed timeline Q&A stays below.

A: On 20 January 2026, the European Parliament adopted recommendations for a 28th regime and backed a fast, digital-first concept for innovative companies. That was political input into the file, not the law itself.

Primary reference: https://www.europarl.europa.eu/news/en/press-room/20260116IPR32438/eu-competitiveness-meps-propose-new-legal-framework-for-innovative-companies

A: On 18 March 2026, the European Commission published the EU Inc. / 28th-regime proposal package. This is the first actual draft legal text, so the discussion is now about the published Regulation and how it may change during negotiations.

Primary reference: https://ec.europa.eu/commission/presscorner/detail/en/qanda_26_615

A: No. The file is in the ordinary legislative procedure as a proposed Regulation. Parliament's OEIL tracker now lists it as "awaiting committee decision": JURI has a rapporteur and shadow rapporteurs, but there is not yet a committee mandate, Council general approach, trilogue deal, or final law.

Primary reference: https://oeil.europarl.europa.eu/oeil/en/procedure-file?reference=2026%2F0074%28COD%29

A: On 19–20 March 2026, the European Council elevated the 28th regime politically and called for it to be agreed by the co-legislators by the end of 2026, on the basis of the Commission proposal of 18 March 2026.

Since then, the Council Working Party on Company Law has started article-by-article examination, JURI has taken charge in Parliament, and COMPET ministers held the first minister-level policy debate on 28 May 2026. That debate confirmed momentum, but not agreement on the final text.

Primary reference: https://www.consilium.europa.eu/media/lwhk3itd/en-20260319-european-council-conclusions.pdf

A: Two tracks are running simultaneously - see How the law gets made for the full picture.

On the Council side, the Working Party on Company Law has held sessions through 18 May, with the next EU Inc. meeting listed for 2 June 2026. The Council calendar also shows further Company Law meetings through June and early July, including 8, 17, and 25 June, plus 2 and 8 July. Watch the agendas: not every Company Law meeting is automatically a public EU Inc. milestone.

On the ministerial side, COMPET debated EU Inc. on 28 May 2026. Ministers broadly welcomed simplification and the end-2026 target, but safeguards, fraud prevention, legal basis, tax, minimum capital, insolvency, and labour-rule concerns remain open negotiation points.

On the Parliament side, René Repasi (S&D, Germany) is JURI rapporteur. OEIL lists Axel Voss, Pascale Piera, Mario Mantovani, Pascal Canfin, Kira Marie Peter-Hansen, and Arash Saeidi as shadow rapporteurs. Repasi's draft report is expected on 26 June, shadow amendments are due on 17 July, JURI mandate work is expected in September, and a provisional plenary mandate vote is pencilled in for the 5–8 October part-session.

Advisory work is also moving: ECON and EMPL are opinion committees in Parliament, BUDG decided not to give an opinion, the EESC opinion is ongoing, and the Committee of the Regions has appointed Roberta Angelilli as rapporteur.

Primary references:

COMPET Council, 28 May 2026

Council Working Party, 2 June 2026

EP procedure file (OEIL)

A: Use:
• Progress tracker: https://the28thregime.eu/progress
• Newsletter archive: https://the28thregime.eu/blog

A: The EU's ordinary legislative procedure requires two institutions - the Council (EU governments) and the European Parliament - to each develop their own position on the proposal before they negotiate a shared final text. Both tracks are running simultaneously right now.

The Council track is where the 27 member state governments shape their position. The Working Party on Company Law - national civil servants and legal experts - examines the proposal article by article, flags national concerns, and proposes amendments. Above the working party sits COREPER, and above that the Competitiveness Council (COMPET), where ministers set the political direction and eventually adopt the formal Council position. By 28 May, COMPET had held its first EU Inc. policy debate, but no Council general approach had been adopted.

The Parliament track is where elected MEPs shape Parliament's position. JURI is the lead committee, with René Repasi as rapporteur and shadow rapporteurs from the main political groups. ECON and EMPL are opinion committees; BUDG decided not to give an opinion. JURI's draft report is expected on 26 June, shadow amendments are due 17 July, and Parliament's mandate path currently points to September and October.

Advisory bodies are moving in parallel. The EESC opinion is a mandatory consultation and is scheduled for the 15–16 July plenary. The Committee of the Regions has appointed Roberta Angelilli as rapporteur. These opinions do not decide the file, but they can feed political arguments into Parliament and Council.

Once both positions exist, the two sides enter trilogue - informal negotiations between the Council Presidency, Parliament's rapporteur and shadow rapporteurs, and the Commission - to agree on a final text. Both institutions then formally adopt it.

A: JURI is the European Parliament's Committee on Legal Affairs. The abbreviation comes from the French "Juridique." It is one of the Parliament's permanent committees, responsible for EU legislation on company law, corporate governance, civil law, intellectual property, judicial cooperation in civil matters, and the rule of law.

For EU Inc., JURI is the lead committee. That means the rapporteur - the MEP assigned to write Parliament's draft report on the proposal - sits in JURI, and it is JURI's committee vote that sets Parliament's opening position in the trilogue negotiation with the Council.

René Repasi (S&D, Germany) is now the JURI rapporteur. OEIL lists his appointment on 23 April 2026, and the committee referral was announced in Parliament on 18 May 2026. JURI's first formal exchange with Commissioner McGrath took place in early May, and Repasi's draft report is expected on 26 June 2026.

Official links:

JURI committee home page

JURI latest documents

EU Inc. legislative file (Parliament procedure tracker)

EU Inc. on Parliament's Legislative Train

A: The rapporteur is the MEP assigned by JURI to write the committee's draft report on the EU Inc. proposal. In practice, the rapporteur is Parliament's lead negotiator - they set the opening position and lead the trilogue discussions with the Council.

For EU Inc., the rapporteur is René Repasi (S&D, Germany), appointed on 23 April 2026. Repasi also led Parliament's January 2026 legislative-initiative report on the 28th regime, so he is not starting from a blank page.

OEIL lists the shadow rapporteurs as Axel Voss (EPP), Pascale Piera (PfE), Mario Mantovani (ECR), Pascal Canfin (Renew), Kira Marie Peter-Hansen (Greens/EFA), and Arash Saeidi (The Left). The next practical watchpoints are Repasi's draft report on 26 June and shadow amendments on 17 July.

Track the file via the Progress page or directly at the EP procedure file.

A: Trilogue is the informal negotiation between the Council (represented by the rotating Presidency), the European Parliament (represented by the JURI rapporteur and shadow rapporteurs), and the European Commission (which facilitates and guards its original text). Trilogues are where the final text is actually shaped - they are not public and produce no readout until a deal is struck.

For EU Inc., trilogue cannot start until the Council has adopted its position and Parliament has a negotiating mandate. As of 31 May 2026, neither has happened yet. The working calendar points to JURI mandate work in September and a possible plenary mandate vote in October, while the Council is still examining the text.

A: The Commission collected stakeholder feedback through its "Have your say" process. That input helps shape the eventual draft.

A: The consultation phase referenced in trackers is closed, but future feedback windows can appear during negotiations. We'll flag them in the Updates archive.

Consultation hub:
https://ec.europa.eu/info/law/better-regulation/have-your-say_en

A: EU-Inc is an ecosystem proposal and advocacy blueprint.
The 28th regime is the EU policy initiative that the Commission must translate into draft legal text.
EU-Inc influences debate; it is not itself law.

A: It's a detailed founder-centric blueprint (registry + fundraising docs + EU-wide equity tooling), which makes it a natural reference point.

Links:
https://www.eu-inc.org/
https://proposal.eu-inc.org/

A: The main target is cross-border company-law friction. Today, founders run into different share-class rules, different incorporation mechanics, different equity practices, different transfer formalities, and repeated explanations of a local company form to investors, hires, and counterparties in other countries.

The proposal tries to reduce that company-law friction by creating one optional EU-wide form with one core rulebook. It does not remove the national layer everywhere, especially on tax, employment, payroll, and regulated activity, but it aims to make the company-law layer more portable and more legible across borders.

A: Partly. The proposal creates one optional EU-wide company form with one core rulebook and a digital EU-level registration route. But it does not remove national systems entirely. An EU Inc. would still be registered in the business register of the Member State chosen for its registered office, and matters not covered by the Regulation would still fall back to national law in that Member State.

A: Potentially, yes. The published proposal is much more concrete than before: it includes multiple share classes, non-par shares, flexible instruments for future equity, digital share transfers, and fewer formalities around subscriptions and transfers. That could make founder-investor documentation and financing rounds easier across borders. But in practice, "easier" will still depend on what survives the legislative process and how quickly investors, lawyers, and national systems adopt it.

A: Yes, within limits. Article 68 expressly allows an EU Inc. to issue convertible instruments, warrants, and other instruments entitling their holder to new shares. It also says who can approve them: normally the general meeting, unless the articles of association authorise the board or another company body to do so up to a defined ceiling.

That matters because the draft is not treating future-equity instruments as an awkward workaround outside the company form. It builds them into the capital rulebook itself, including the later issuance of new shares when those instruments are exercised or converted.

What it does not do is create a single EU-wide SAFE template or remove all national interpretation questions. The text clearly covers convertibles, warrants, and similar rights to future shares. A SAFE-like instrument is directionally supported where it functions that way, but founders still do not get full cross-border certainty from Article 68 alone.

Primary source: COM(2026) 321, Article 68. The Article covers instruments entitling their holder to new shares, including convertibles and warrants.

A: Partly. Article 60 is the draft rule on whether an EU Inc. can reach public markets or similar trading venues. It says an EU Inc. cannot be blocked from trying to have its shares traded on certain organised venues, provided it meets the applicable Union and national rules. The clearest protected route is a multilateral trading facility (MTF), which is a lighter market venue than a main stock exchange listing.

The second route is narrower. For a regulated market, the proposal does not create an automatic EU-wide right to list. It says an EU Inc. may seek admission only where the Member State's national law provides for that possibility, and only if the company also meets the applicable Union and national requirements.

An MTF includes lighter trading venues such as SME Growth Markets. A regulated market is the stricter main-market category used for full exchange listings. That distinction is why Article 60 is controversial. Critics, including Giovanni Strampelli in his 14 May 2026 Oxford Business Law Blog post, argue that the current wording could let a very flexible company-law form move too close to public markets without enough matching safeguards.

The core concern is regulatory arbitrage. If EU Inc. keeps the flexibility of a startup-oriented private-company form while also reaching trading venues, some companies could try to avoid capital-maintenance or governance rules that usually surround listed companies. So the real debate is not simply whether EU Inc. can reach markets, but on what terms and with what safeguards.

Primary source: COM(2026) 321, Article 60. The proposal text says: Member States shall not prohibit admission to trading on an MTF where the applicable requirements are met; access to a regulated market depends on whether the Member State provides for it in national legislation.

A: This is now one of the clearest parts of the draft. The proposal includes an EU employee stock option plan (EU-ESO). The key feature is timing of taxation: the warrant would not be taxed at grant, vesting, or exercise, but only when the shares received from it are sold. That is more concrete than the old political messaging. But the wider tax environment around companies and employment still remains largely national.

A: The Commission proposal is a Regulation based on Article 114 TFEU, the EU's internal-market harmonisation legal basis. That matters because, if adopted in that form, the core company-law rules would apply directly across the EU rather than being rewritten separately in 27 national transpositions.

Parliament's January 2026 position pointed to Articles 50 and 114 together and preferred a Directive. So when people talk about "Article 114" on this file, they are really talking about the legal route, how uniform the final regime could be, and how vulnerable the draft may be to challenge if the legal basis is contested.

The 28 May COMPET debate shows this is not academic. Ministers specifically linked legal-basis certainty to sensitive areas such as taxation, minimum capital, and insolvency, while also stressing national labour-law safeguards.

It is still only a proposal at this stage, so Parliament and the Council can amend both the substance and the legal framing before anything becomes final.

A: Yes. The current text is the Commission proposal, not the final law. Parliament and the Council can still amend core elements of the file before adoption, including parts founders care about most in practice.

A: The regulation covers company law only. The Commission's own proposal states explicitly that its tax provisions "are not intended to harmonise the fields of taxation" - they are limited to one specific area: employee stock options.

The one tax provision: under the EU-ESO scheme, taxation of employee warrants is deferred to the time the shares are sold (no dry-run tax charge at grant or vesting). This is a harmonised rule across all member states for EU-ESO warrants only.

For everything else - corporate tax rate, loss relief, R&D incentives, transfer pricing - EU Inc. companies are taxed under the law of the member state where they are registered. Where you incorporate still matters for tax.

A parallel workstream is open: Parliament's FISC Subcommittee is examining whether a complementary tax framework could accompany the regulation. This is at study stage; no proposal exists. Track the Progress page for updates.

A: Yes, both directions are addressed. Article 21 of the draft Regulation is the single provision that covers all conversion routes, in and out. (Articles 106 and 107 of the proposal deal with penalties and committee procedure respectively, not with conversion; older paraphrases that point to those Articles are off-target.)

Conversion in (national company to EU Inc.). Article 21(1) lists four routes besides forming an EU Inc. from scratch: (a) domestic conversion of an existing company, (b) domestic merger, (c) domestic division, and (d) cross-border conversion, division, or merger of limited-liability companies. A GmbH that wants to become an EU Inc. registered in Germany uses the domestic conversion route in Article 21(1)(a). Under Article 21(2), the procedure itself, including board and shareholder resolutions, creditor and minority-shareholder protections, notarial steps, and registration mechanics, is governed by the national law of the converting company. The Regulation sets the destination; German company law (Formwechsel under the UmwG) supplies the procedure. Employee-participation rules of the Member State of registered office continue to apply under Article 12(1).

Cross-border conversion in. A company that wants to become an EU Inc. registered in a different Member State uses Article 21(1)(d), and Article 21(5) routes the operation through Chapters I, II, and IV of Directive (EU) 2017/1132. That Directive already provides harmonised creditor protection, minority-shareholder safeguards, pre-conversion legality certificates, and employee-participation negotiations; for the cross-border case, employee participation specifically follows Articles 86l, 133, and 160l of that Directive (Article 12(2) of the draft Regulation).

Two-year minimum operating period (Article 21(4)). A company can only be involved in a domestic conversion, merger, or division if at least two years have passed since its registration, or two sets of annual accounts have been approved. Newly incorporated companies cannot convert immediately. The Regulation does not impose this gate on the cross-border route in paragraph 5.

Conversion out (EU Inc. to national form). Article 21(6) says an EU Inc. can switch back into a national limited-liability company in the Member State where it is currently registered. In plain terms: if your EU Inc. is registered in Germany, the draft clearly lets it switch into a German company form. That is the straightforward one-step route in the proposal, and the same two-year / two-accounts rule applies before a domestic switch can be approved. If you want to end up in the national company form of a different Member State, the draft does not give a simple direct shortcut. Read together with Recital 17, the safer reading is a two-step path: first move the EU Inc. across the border as an EU Inc., then switch it into the local national company form there.

Legal personality, assets, and liabilities. The Regulation does not separately codify universal succession; it relies on the national-law route for domestic operations (Article 21(2) and 21(3)) and on Directive (EU) 2017/1132 for cross-border operations (Article 21(5)). Both frameworks already provide for continuity of legal personality and automatic transfer of assets, liabilities, and contractual relationships, which is the entire point of conversion as opposed to dissolution-and-reformation. Recital 17 of the draft Regulation confirms that cross-border operations involving an EU Inc. follow "the rules and procedures set out in Title II of Directive (EU) 2017/1132," which "aim to facilitate the cross-border mobility while providing effective safeguards for employees, minority shareholders and creditors."

Tax treatment. The draft Regulation is a company-law instrument; it does not establish tax neutrality for conversions. The Commission states explicitly that the proposal's tax provisions "are not intended to harmonise the fields of taxation" and are limited to the EU employee stock option (EU-ESO) scheme. Tax consequences of a conversion in or out, including capital gains, hidden reserves, loss carry-forwards, real-estate transfer tax, and any exit-tax exposure, are determined by the national law of the Member State of registration and by any applicable EU tax instruments, in particular the Merger Directive (Council Directive 2009/133/EC) where its conditions are met. Where a domestic conversion such as a German Formwechsel is tax-neutral today under national law, that treatment is unaffected by the Regulation; where it is not, the Regulation creates no new relief.

What is still open. The implementing acts that will specify the digital registration mechanics for conversions through the EU central interface have not yet been adopted. Country-specific conversion checklists, starting with GmbH to EU Inc., will appear on the Templates page as those details firm up.

A: The European Council set end-2026 as a political target, and COMPET ministers kept that ambition in view on 28 May 2026. The fast timetable is now more concrete than it was in April: JURI has a rapporteur, the draft report is expected on 26 June, shadow amendments are due on 17 July, and Parliament's mandate path points to September and October.

That still does not make adoption guaranteed. The Council is examining the text article by article, no Council general approach has been adopted, and the hard points are still live: safeguards, fraud prevention, legal basis, tax boundaries, minimum capital, insolvency, and labour-rule protection.

Even if political agreement is reached by the end of 2026, "agreement" is not the same as founders being able to register an EU Inc. immediately. The Commission's implementation planning still points to later implementing acts and practical application after adoption.

Track the Progress page for live status.

A: Consider EU Inc if you expect cross-border friction early: hiring in multiple member states, investors across borders, multiple share classes, branch expansion, or a structure you will need to explain repeatedly outside one country.

A local company form is probably simpler if your team, customers, payroll, tax position, and financing plans are all concentrated in one country for now, and you need legal certainty immediately. EU Inc matters most when cross-border complexity is likely to become normal rather than occasional.

A: Probably not urgently. If the next 12–24 months are mainly local, the simpler move is usually to pick the national form that best fits your current fundraising, hiring, governance, and tax reality.

EU Inc becomes more relevant when your legal and operational friction starts coming from cross-border growth rather than from the core business itself. That is why this site tracks both the law and the practical use cases, not just the politics.

A: If you need to operate now, don't pause your business for an unfinalised law. Instead:
• choose the best current jurisdiction for your fundraising + hiring reality,
• document your cross-border pain points (these become negotiation "evidence" later),
• follow the watchlist so you can reassess when the draft appears.

A: In principle, yes. Article 21 of the draft Regulation provides explicit conversion routes for existing national companies (domestic conversion, cross-border conversion under Directive (EU) 2017/1132). Starting with a national form now does not close the EU Inc. route later, and the reverse direction is also open under Article 21(6) if priorities change.

In practice, any later switch still involves real legal and tax work, not a one-click migration. A company also has to have been registered for at least two years, or have two approved sets of annual accounts, before a domestic conversion is allowed (Article 21(4)). For the full mechanics, including which steps the Regulation governs versus what is left to national law, see Can a GmbH (or other existing company) convert to EU Inc., and can an EU Inc. convert back to a national form?.

A: Subscribe to the watchlist:
https://the28thregime.eu/

A: Independent tracker project. Not affiliated with EU institutions.

A: Not as a "promise today". Over time, we plan to add practical readiness tools and collaboration formats once draft text exists. For now, the focus is clean tracking + primary sources. If you are interested in the services or have idea on cooperation, reach out via contact form.

A: Yes - send sources/corrections via:
https://the28thregime.eu/contact