{"id":9634,"date":"2026-03-24T14:40:57","date_gmt":"2026-03-24T13:40:57","guid":{"rendered":"http:\/\/explegal.local\/eu-inc-new-european-company-pt\/"},"modified":"2026-07-08T11:23:12","modified_gmt":"2026-07-08T09:23:12","slug":"eu-inc-new-european-company-pt","status":"publish","type":"post","link":"https:\/\/explegal.it\/pt-br\/eu-inc-new-european-company-pt\/","title":{"rendered":"EU Inc.: rumo a uma verdadeira sociedade europeia?"},"content":{"rendered":"
\n


The proposal<\/strong> presented by the European Commission on 18 March 2026<\/strong> marks a potentially significant step in the evolution of European company law<\/strong>. <\/p>\n

With the so-called EU Inc., the EU introduces a new optional corporate model, based on a directly applicable regulation and designed to serve as the cornerstone of the so-called \u201c28th regime\u201d.<\/strong><\/p>\n

In practical terms, EU Inc. is an alternative European company form to national models<\/strong>, characterized by a single harmonized set of rules and a strong digital-by-default approach. It can be:<\/p>\n

– incorporated fully<\/strong> online<\/strong>,
– within 48<\/strong> hours<\/strong>,
– at very low<\/strong> cost<\/strong> (less than \u20ac 100.00),
–\u00a0flexibility to choose the Member State in which incorporate the EU Inc.,
– flexibility to create different classes of shares<\/strong> with varying economic or voting rights,
– with no minimum capital requirements<\/strong>. <\/p>\n

The entire corporate lifecycle \u2013 from incorporation to governance, share transfers and liquidation \u2013 is designed to be fully digital.<\/p>\n

Key features include simplified share transfer mechanisms, EU-wide employee stock option schemes, and flexibility in creating multiple classes of shares<\/strong> with differentiated economic and voting rights. <\/p>\n

The system is based on a \u201conce-only\u201d registration principle, with interconnected national business registers and the future establishment of a central EU register.<\/p>\n

Importantly, EU Inc. does not replace national company law regimes but operates alongside them as an optional framework<\/strong>. <\/p>\n

Matters not covered by the regulation or the company\u2019s articles will remain governed by the national law of the Member State of registration.<\/p>\n

In this respect, the proposal builds upon earlier EU initiatives. The most notable precedent is the Societas<\/strong> Europaea<\/strong> (SE), which, however, has seen limited adoption among startups and SMEs due to its complexity and capital requirements. Similarly, the Societas<\/strong> Unius<\/strong> Personae<\/strong> (SUP) project never materialised. EU Inc. clearly departs from these earlier attempts, adopting a more pragmatic, startup- and scaleup-oriented approach.<\/p>\n

From a substantive perspective, the proposal presents several<\/strong> strengths<\/strong>. <\/p>\n

First and foremost, it addresses one of the main structural barriers to entrepreneurship in Europe: regulatory fragmentation and administrative burden in company formation. Any initiative aimed at reducing bureaucracy and aligning the EU framework with more efficient systems \u2013 particularly Anglo-American models \u2013 should be welcomed.<\/p>\n

Further advantages include increased attractiveness for investors and talent, facilitated by standardized corporate tools and the ability to operate cross-border from day one<\/strong>. <\/p>\n

Notably, the decision not to restrict EU Inc. to innovative companies is particularly positive. Allowing any natural or legal person to incorporate such a company may act as a powerful driver for foreign investment and enhance the overall competitiveness of the European market.<\/p>\n

Some critical<\/strong> aspects<\/strong> remain. <\/p>\n

The lack of harmonization in tax and labour law may continue to generate complexity.<\/strong> However, this should not be overstated: even in mature systems such as the United States, company law remains largely state-based without preventing effective market integration.<\/p>\n

More questionable is the Commission\u2019s recommendation for Member States to establish specialised judicial chambers for EU Inc.-related disputes. This approach appears insufficient when compared to the longstanding market demand for a genuine European commercial court capable of ensuring consistent interpretation and legal certainty at EU level.<\/p>\n

Overall, EU Inc. represents a step in the right direction. While not a fully harmonised system, it is a concrete and pragmatic attempt to create a more accessible, efficient and competitive European corporate framework.<\/p>\n

If properly implemented and supported by further reforms \u2013 particularly in taxation and capital markets \u2013 EU Inc. could significantly reshape how companies are created, structured and scaled within the Single Market.<\/p>\n

The EU Inc. proposal will now be discussed by the European Parliament and the Council, with the clear objective to reach a global agreement by end of 2026.<\/p>\n

Avv. Stefano Rossi<\/a><\/p>\n

<\/span>\u00a0<\/span><\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

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