EU Inc. (28th Regime): The Proposed European Company Form — and When You Can Actually Use It

On 18 March 2026, the European Commission released the proposal for a Regulation on the 28th regime corporate legal framework, known as "EU Inc." (procedure 2026/0074(COD)). The concept is easy to explain, yet difficult to execute: a single form of limited liability company, regulated by a single body of rules, granted legal effect in all 27 Member States, signed up within 48 hours for a maximum of EUR 100 and no minimum capital.

First limitation: this is a legislative proposal, not law. It is now the subject of negotiations between the European Parliament and the Council. No one will be able to register an EU Inc. today, and the text will be altered before adoption. What follows is what the proposal entails, how much it would cost, when it is realistically usable, and what it means for founders who otherwise would register a Bulgarian EOOD or OOD.

I. The Formation Procedure

One or more founders (natural or legal persons) can form an EU Inc. with a minimum share capital of zero. The proposal envisages two routes:

• National route: registration in the commercial register of the Member State in which the company has its registered office.
• Central BRIS route: registration through a central EU interface based on the Business Registers Interconnection System, with an expedited procedure that takes place within 48 hours where the Commission's standardised template articles of association are used.

The entire file is electronic. Documents and information are submitted once online, and authorities then use the "once-only" principle to retrieve that information from BRIS or the national register, instead of asking the company to re-file the same information with the NRA, NSSI, and other authorities. A European Digital Power of Attorney, issued on a generic form in one of the official languages of the EU, is valid for acts performed in another Member State — formation, cross-border restructuring, branch registration. There is no need for legalisation or apostille for the transfer of register extracts or certified copies between Member States, and the company can obtain a European Company Certificate (introduced by Directive (EU) 2025/25) which is usable before the authorities and courts of every Member State.

Governance is not the Bulgarian model. The EU Inc. is run by a board of directors of one or more persons, at least one of whom must be EU-resident, appointed by the general meeting (as Bulgarian law specifies for joint-stock companies — not the managing director of the OOD). The articles can introduce additional bodies, for instance a supervisory board. General and board meetings can be conducted virtually or in hybrid form; Member States may not impose requirements that unreasonably hinder electronic participation or voting. In all other respects, the registered-office state's national law applies on a subsidiary basis, and each Member State has its "residual national form" — which would no doubt be the OOD, in the case of Bulgaria.

There is no lock-out for existing companies. The proposal would allow a national company to become an EU Inc., and the formation of an EU Inc. through cross-border conversions, mergers, and divisions under the existing rules in Directive (EU) 2017/1132.

II. Fees and Capital

The headline figures:

• Maximum formation cost via the central interface with template articles: EUR 100.
• Minimum share capital: none.
• No costs for apostille, legalisation, or certified translation of register documents for other Member States.
• No notary required for formation via the central interface with template articles.

The harmonised employee stock option scheme (EU-ESOP), based on warrants, is also proposed: the taxation of the benefit would be deferred until the acquired shares are sold — a significant cost and cash-flow advantage compared with regimes where tax falls due on exercise of the options.

The mandatory costs for a Bulgarian EOOD were never the issue: the state fee is BGN 55 (electronic filing) and minimum capital is BGN 2. The real costs are the notarised manager's consent and specimen signature, the capital-deposit bank account, and — for founders from outside the EU — the non-refundable bank AML onboarding, which requires their physical presence in Bulgaria and may be refused. The EU Inc. abolishes the notary and the capital-deposit procedure. It does not erase the banks. A commercial bank will still open an operating account in accordance with national AML standards, and this remains the longest and most unpredictable part of formation for foreign founders. Registration becomes easy; banking does not. We say this explicitly because most summaries skip over it.

III. Competent Registers, Deadlines and the Legislative Calendar

Registration would happen at the national commercial register of the registered office (in Bulgaria, the Registry Agency) or through the central BRIS interface, with the 48-hour deadline attaching to the expedited BRIS route. The company is established on the date of registration and is valid in all Member States.

When the regime itself will arrive deserves an honest answer, given in stages. On 19–20 March 2026, the proposal was endorsed by the European Council and the co-legislators were asked to adopt it by the end of 2026. The Council's Working Party on Company Law is currently going through the text session by session; in the European Parliament, the JURI committee has appointed a rapporteur, who is expected to draft a report in late June, with a committee vote in September. Substantial issues remain on the table: worker protections, creditor protections, the simplified insolvency procedures, no minimum capital, and the Article 114 TFEU legal basis itself.

Importantly, the proposal stipulates that the Regulation applies 12 months after its entry into force, with the Commission adopting the template articles by implementing act within 9 months of entry into force. Taken together: even on the best political scenario (agreement by end-2026, entry into force in 2027), the first EU Inc. would be registrable in 2028. Some analysts believe 2029 is more realistic, given the number of open points. Anything earlier would require shortening the application period, which would have to happen during trilogue.

IV. What Does This Look Like in Practice?

First, the basics: tax, accounting, VAT, payroll and employment law remain national (apart from the ESOP deferral — the Commission avoided the unanimity requirement in Council on tax harmonisation). An EU Inc. with a registered office in Bulgaria is a Bulgarian taxpayer: 10% corporate income tax, 5% dividend withholding tax (exempted for corporate shareholders from EU/EEA countries), Bulgarian accounting and annual filing obligations, and Bulgarian employment law for staff employed in Bulgaria. This is exactly what makes a Bulgarian seat an interesting candidate for an EU Inc. — a harmonised corporate shell on top of one of the lowest corporate tax rates in the Union, with Bulgarian law applying on a subsidiary basis.

For founders seeking capital, the calculus runs the other way: the same company form, the same constitutional document, the same fund in Berlin, Paris or Amsterdam, the same digital share transfer, the same employee equity plan. The proposal is largely a response to European startups migrating to Delaware for precisely these reasons.

What to do now. If you need a company this year, register an EOOD or OOD — the conversion route into an EU Inc. is already built into the proposal, so as long as the articles and cap table are drafted with a future conversion in mind, nothing done today is wasted. The EU Inc. belongs in the structuring memo today as an option to hold for future European expansion or a venture round — not as a vehicle to wait around for in 2027–2028. But don't read only the headlines: the final language coming out of trilogue could be materially different on capital, employee participation, and insolvency.

V. Where YARD Law Co. Fits

We cannot register an EU Inc. for you today — no one can. What we do now:

• Bulgarian company formation structured for later conversion into an EU Inc.
• Cross-border company formation and tax positioning of the future registered seat.
• ESOP and cap table design prepared for the harmonised scheme.
• Monitoring of the file through trilogue, so that clients are ready on day one of filing.

The firm is working towards having what an EU Inc. seated in Bulgaria will need on day one — because the Regulation harmonises company law, not your tax return.

For questions about the 28th regime, or about structuring a Bulgarian entity now with a future conversion in mind, write to [email protected].

This article provides general information about proposed legislation as of June 2026 and should not be relied upon as legal advice. Prepared by the legal team at YARD Law Co., a full-service law firm based in Sofia, Bulgaria, specialising in corporate law, crypto law, real estate, and cross-border legal services.