EU Inc, the proposed 28th regime: wait, or set up a Dutch BV now?
EU Inc is a proposed European company form for startups and scale-ups, with one set of rules across all EU countries. The European Commission proposed it on 18 March 2026 and the Council of the EU agreed its position on 23 October 2026. The European Parliament has yet to vote, so the first registrations are expected in 2028 at the earliest. Founders who need a company for contracts, staff or investors before then can set up a Dutch private limited company (BV) today. They can convert it later, if the final text and Dutch law allow.
Ask about your situationThe European Commission adopted the proposal for EU Inc on 18 March 2026 as a regulation (COM(2026) 321, procedure 2026/0074(COD)). It creates a single company form, known as the 28th regime, alongside the 27 national ones. The Council of the EU agreed its position on 23 October 2026, under which an EU Inc registers online in two days at a maximum cost of €100. The European Parliament still has to vote in its Legal Affairs Committee before talks between Parliament and Council can begin. The regulation sets its own application date after adoption, so the first EU Inc registrations are expected in 2028 at the earliest.
An EU Inc must have at least one director resident in the EU, its registered office in a member state and its central administration in the EU. A Dutch BV is available today. A notary sets it up under a power of attorney once all documents are complete. The BV has a minimum share capital of €0.01, limited liability and share classes with different rights. For a holding company there is the Dutch participation exemption, which frees dividends from subsidiaries from corporate tax. The proposal lets existing companies become an EU Inc by conversion, merger or division. The European Parliament asked to leave the conversion of national company forms to each member state. Founders who need a European company in 2026 or 2027 do best to set up the Dutch BV now, because contracts, staff, a bank account and investors need a company this year. They can convert later if EU Inc suits them.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Who does what
Our team sets up and manages the Dutch BV, the notary, lawyers and tax specialists handle the specialist work, and you deal with one contact throughout.
Your company
- Your founders, your shareholders and your plans
- The choice between a BV now and EU Inc later
The Dutch company
- Set up the Dutch BV by power of attorney, with the notary
- Share classes and articles of association for founders and investors
- Registration with the Dutch Chamber of Commerce (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
How a founder gets from the choice of company form to a working Dutch company.
- You tell us about your founders, your shareholders, your countries and your timing, and we advise which set-up suits you now.
- You provide certified passport copies and the company documents your country issues.
- The notary sets up the BV by power of attorney and signs the deed once all documents are complete.
- The BV is registered with the Dutch Chamber of Commerce (KVK) and in the register of ultimate beneficial owners (UBO), receives its VAT number and opens its bank account.
- In the first year we handle the bookkeeping, VAT returns, annual accounts and corporate tax.
- Once EU Inc exists and suits you, the BV can convert under the rules of the final regulation.
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. Founders could register it within 48 hours through one EU interface with standard articles, at a cost of at most €100, or fully online at the national register. Share capital could be any amount, down to zero, and the company could issue shares with multiple votes as well as shares with zero votes. The value added tax (VAT) number and the tax number would be issued with the registration. Employees could receive EU stock options (EU-ESO), taxed when the shares are sold. Solvent companies would have a fast liquidation, and startups would have a simplified insolvency procedure.
Corporate tax stays national, so an EU Inc pays tax where it is resident, like any other company.
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. It is registered in the member state of its registered office, while its management may be located in another member state. At least one director must be resident in the EU, so a founder from outside the EU needs a co-director who lives in the EU. A Dutch BV may have its directors abroad, and its tax residence then follows the place where the company is managed. Both individuals and companies can form an EU Inc. The form is optional and available alongside the national company forms, and national law governs every point the regulation leaves open (Article 4).
Labour law and tax law remain national, and the company pays corporate tax where it is resident for tax purposes, like any other company.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Status of the EU Inc proposal on 27 October 2026
On 23 October 2026 the Council of the EU adopted its position, which serves as its mandate for the talks with the European Parliament. Under the Council text an EU Inc registers online in two days, at a maximum cost of €100, and can do business across the whole EU single market. The share option plan for staff remains for small mid-sized companies, which the Council sets at 750 employees and €150 million turnover a year. A member state may refuse a registration on grounds of money laundering, terrorist financing or other crime. Employee participation follows the rules of the member state of the registered office, and member states get 21 months to apply the regulation.
In the European Parliament the Legal Affairs Committee (JURI) leads, with René Repasi as rapporteur. The draft report came out on 29 June 2026, the amendments on 22 July 2026 and the opinion of the Employment Committee on 11 September 2026. On 27 October 2026 the procedure file showed the status “awaiting committee decision”, so the committee vote comes next. Talks between Parliament and Council start once Parliament has adopted its position.
The Commission wanted an agreement by the end of 2026. Once adopted, the regulation is published and member states have the 21 months set in the Council text to prepare. That puts the first EU Inc registrations in 2028 at the earliest.
What a Dutch BV offers today
A notary sets up the BV by deed, with a minimum share capital of €0.01. The notary registers the company and its directors with the Dutch Chamber of Commerce (KVK) and its owners in the register of ultimate beneficial owners (UBO). We arrange all of this for you by power of attorney.
Dutch corporate tax is 19% on the first €200,000 of profit and 25.8% on profit over that amount. Under the participation exemption, a Dutch holding company receives dividends and capital gains from subsidiaries that meet the conditions of the exemption free of corporate tax.
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 accepted across the EU
Among other changes, Directive (EU) 2025/25 brings in an EU Company Certificate. All member states accept it as evidence that a company has been incorporated, and it is free at least once per calendar year. The directive also creates a digital EU power of attorney for procedures in another member state and exempts extracts from company registers from legalisation.
Member states must transpose the directive by 31 July 2027, and it applies from 31 July 2028, with some provisions following later. A Dutch BV will be able to use these documents as well.
Converting to an EU Inc later
Under the proposal, existing companies can become an EU Inc through a domestic or cross-border conversion, a merger or a division (Article 3). In a resolution adopted on 20 January 2026, the European Parliament asked to keep the 28th regime for limited liability companies whose shares are unlisted. It also asked to let each member state decide whether existing national company forms can convert. The final text will set the conditions.
Choosing between waiting and starting now
| Your situation | What suits you |
|---|---|
| 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 |
| All founders live outside the EU | A Dutch BV; an EU Inc needs at least one EU-resident director |
For most founders the sensible choice is to set up the Dutch BV now and convert later if EU Inc suits them. The BV exists today, the proposal provides for conversion, and Parliament and Council have yet to set the date of EU Inc.
Sources: European Commission, proposal for a regulation on the 28th regime corporate legal framework, EU Inc, COM(2026) 321, the proposal text with explanatory memorandum 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, press release 848/26 of 23 October 2026 on the Council position and the Working Party on Company Law; Directive (EU) 2025/25; business.gov.nl, the private limited company. First checked on 25 September 2026; status checked against the official sources on 27 October 2026.
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