EU Inc, the proposed 28th regime: wait, or set up a Dutch BV now?
EU Inc is a proposed EU company form for startups and scale-ups, with one set of rules in all EU countries. Founders ask whether to wait for it. This page explains the proposal, its status and timing, and what a Dutch BV offers today.
Ask about your situationEU Inc is a proposal. The European Commission adopted it on 18 March 2026 as a regulation (COM(2026) 321, procedure 2026/0074(COD)). The European Parliament and the Council are preparing their positions on it. The Commission aims for an agreement by the end of 2026; law firms expect the first incorporations from 2028.
A Dutch BV is available today. The notary sets it up by power of attorney, usually within one week once all documents are complete, with a minimum share capital of €0.01. The BV has limited liability, share classes with different rights, and the Dutch participation exemption for a holding company.
The proposal lets existing companies become an EU Inc by conversion, merger or division. The European Parliament asked to leave the choice on conversion of national company forms to each member state. A BV set up now can convert later if the final text and Dutch law allow it.
For founders who need a European company to sign contracts, hire staff or raise money in 2026 or 2027, the BV is the form that exists today.
What EU Inc would offer
The proposal for the 28th regime corporate legal framework, EU Inc, sets out a company form with the same rules in every EU country:
- registration within 48 hours, with standard templates and one EU interface;
- share capital of any amount, down to zero;
- shares with multiple votes and shares with zero votes;
- EU stock options for employees (EU-ESO), taxed when the shares are sold;
- a fast liquidation for solvent companies and a simplified insolvency procedure for startups.
What EU Inc would require
An EU Inc must have its registered office in a member state and its central administration or principal place of business in the EU. Natural and legal persons can form one. The form is optional: founders can choose it next to the national company forms, and national law applies where the regulation is silent (Article 4).
Labour law and tax law remain national. The company pays corporate tax where it is resident for tax purposes, like any other company.
The status in September 2026
In the European Parliament, the Legal Affairs Committee (JURI) leads, with rapporteur René Repasi. The draft report came out on 29 June 2026 and the amendments on 22 July 2026. The indicative date for the plenary vote is 19 October 2026.
In the Council, the Working Party on Company Law is examining a compromise text of the Presidency. The Commission wants an agreement by the end of 2026. Law firms read the proposal as applying from the last day of the twelfth month after entry into force, which places the first incorporations in 2028.
What a Dutch BV offers today
A BV is set up by notarial deed. The minimum share capital is €0.01. The notary registers the BV and its directors with the Chamber of Commerce (KVK) and the owners in the register of beneficial owners (UBO register). Holdwise arranges this by power of attorney, usually within one week once all documents are complete.
Dutch corporate tax is 19% on the first €200,000 of profit and 25.8% above. A Dutch holding company receives dividends and capital gains from qualifying subsidiaries free of corporate tax, under the participation exemption.
The BV rules allow share classes with different rights, such as different voting rights or profit rights, and transfer rules in the articles of association.
Company documents that work across the EU
Directive (EU) 2025/25 adds, among others, three tools to EU company law: an EU Company Certificate, accepted in all member states as evidence of the incorporation of a company and free at least once per calendar year; a digital EU power of attorney for procedures in another member state; and an exemption from legalisation for extracts from company registers.
The directive must be transposed by 31 July 2027 and applies from 31 July 2028, with some provisions later. A Dutch BV will use these documents as well.
Convert later: what the proposal says
The proposal lets existing companies become an EU Inc through a domestic or cross-border conversion, a merger or a division (Article 3). In its resolution of 20 January 2026, the European Parliament asked to keep the 28th regime for limited liability companies with shares outside the stock market, and to let each member state decide whether existing national company forms can convert. The final text decides the conditions.
Wait or start: how to decide
| Your situation | What fits |
|---|---|
| Contracts, staff, a bank account or investors in 2026 or 2027 | A Dutch BV now, with the option to convert later |
| A holding company above companies in several countries | A Dutch BV as holding company, with the participation exemption |
| An EU grant that requires establishment in the EU | A Dutch BV, established before the deadline of the grant. See the Accelerator of the European Innovation Council (EIC). |
| A first EU company planned for 2028 or later | Follow EU Inc and decide once the final text is adopted |
Sources: European Commission, proposal for a regulation on the 28th regime corporate legal framework, EU Inc, COM(2026) 321 and the news release of 18 March 2026; European Parliament, procedure file 2026/0074(COD) and the briefing of its research service; Council of the EU, Working Party on Company Law; Directive (EU) 2025/25; business.gov.nl, the private limited company. Checked on 25 September 2026.
Who does what
Holdwise sets up and manages the Dutch BV. The notary, lawyers and tax specialists do the specialist work. You keep one contact.
Your company
- Your founders, your shareholders and your plans
- The choice between a BV now and EU Inc later
The Dutch base
- Sets up the Dutch BV by power of attorney, with the notary
- Share classes and articles of association for founders and investors
- Registration with the KVK, VAT number and bank account
- Bookkeeping, annual accounts and corporate tax
Notary, law, stock options
- Notary for the deed, and later for a conversion
- Lawyer for the shareholders agreement
- Specialist for employee stock options
Step by step
From the choice to a working Dutch company.
- The plan. You share your founders, your shareholders, your countries and your timing. Holdwise answers in writing which set-up fits now.
- The documents. Certified passport copies and the company documents your country provides.
- The deed. The notary sets up the BV by power of attorney, usually within one week once all documents are complete.
- The registrations. KVK, the UBO register, the VAT number and the bank account.
- The first year. Bookkeeping, VAT returns, annual accounts and corporate tax.
- Later. When EU Inc exists and fits, a conversion under the rules of the final regulation.
Related guides
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