On 23 October 2026, the European Council adopted its negotiating position on EU Inc, a proposed new corporate framework aiming to facilitate cross-border business and investment, particularly for start-ups and scale-ups. Companies would be able to opt for this ‘28th regime’ instead of an existing national corporate law regime and operate throughout the EU Single Market under the EU Inc designation. The Council endorses the initiative’s central objectives while seeking a simpler framework, stronger safeguards and closer alignment with the freedoms of the EU internal market.
The wider competitiveness agenda
The initiative responds to the Draghi and Letta reports’ calls to address fragmented corporate rules that impede cross-border growth. It forms part of the ‘One Europe, One Market’ roadmap, which envisages a digital-by-default 28th regime corporate legal framework. The European Council reiterated the importance of advancing EU Inc negotiations earlier this month.
The roadmap’s broader priorities include simpler regulation, a more integrated Single Market through removal of its ten most harmful barriers, stronger trade, lower energy prices and decarbonisation, alongside digital and AI transformation. EU Inc is therefore presented as one element of a wider programme to improve Europe’s economic competitiveness.
A Presidency milestone
The agreement of the Council is a significant achievement for Ireland’s Presidency and its focus on European competitiveness. Building on work begun under the Cyprus Presidency, the Irish Presidency has undertaken a thorough review of the file, working to bridge differences between Member States while preserving the ambition of the EU Inc proposal, consistent with the European Council’s calls and the ‘One Europe, One Market’ roadmap. The Irish Presidency issued successive compromise texts on 17 July, 17 September and 16 October. These texts progressively addressed technical and political issues while improving the proposal’s overall clarity and coherence.
Taoiseach Micheál Martin welcomed the prospect of easier establishment, improved recruitment and retention of talent, and better access to Single Market opportunities for start-ups and SMEs. He also acknowledged Commissioner McGrath and the wider Irish team. Minister Peter Burke described EU Inc as a “key file for the Irish Presidency”, supporting competitiveness and productivity, and the agreement as the outcome of sustained effort towards an EU-wide framework for innovative businesses. Both flagged their desire that engagement with the European Parliament will progress swiftly so that the measure can become law as soon as possible.
What does the Council’s position cover?
Simpler formation and digital processes
The Council has revised the proposal’s scope and its relationship with national and sector-specific law to improve clarity and legal certainty. In particular, EU Inc companies seeking public trading would have to meet all applicable EU and national requirements. Administrative exchanges would be limited, with revised registration, listing and shareholder withdrawal rules intended to combine speed with reliability. Implementation has been streamlined by removing the proposed central register and mandatory real-time tracking, while clarifying the trade-mark system and the ‘once-only’ and ‘digital-only’ principles. The mandate retains fast-track formation through the EU central interface, with a €100 ceiling for checks and registration and a 48-hour decision deadline, excluding weekends and public holidays. Eligibility restrictions apply, a standard procedure is available where fast-track formation cannot be used, and exceptional further assessment is possible where a specific issue is identified.
Stronger safeguards and governance
Preventive controls have been reinforced and clarified at formation and throughout the company’s lifecycle, including powers for authorities to ‘stop the clock’. Additional protection against abuse includes a new Article 103a addressing wholly artificial arrangements. Member States may delay or refuse registration on money laundering, terrorist financing or other criminal grounds under national law. The text also clarifies Member States’ ability to begin other checks, including labour law and social security checks, alongside registration. The chapter governing the organisation of EU Inc companies has been substantially expanded and strengthened, including clarification and qualification of the so called ‘business judgement rule’. Separately, the constitutive effect of the digital share register has been removed.
Employee participation
The Commission’s basic model is retained: an EU Inc company would follow the employee participation rules of its registered-office Member State. An additional mechanism, optional for each Member State, ensures compliance with national employee participation rules in cases where an EU Inc company registered in one member state exceeds participation thresholds in another EU country where it also has an operating branch. Companies would have flexibility over compliance – where the optional mechanism applies, the company would have until the end of the following financial year either to form an EU Inc subsidiary in the relevant Member State employing the former branch employees, or to amend its articles to provide the required employee participation rights, subject to compatibility with the regulation and the law of its registered-office Member State. The mechanism leaves the Mobility Directive unaffected.
Employee stock options
Consistent with the European Council’s emphasis on ambition, the EU employee stock-option plan is retained to support recruitment and retention, with adjustments intended to make it workable and provide safeguards. These include a narrower scope focused on small mid-caps: specifically, the harmonised tax provisions only apply to warrants issued when the company employs fewer than 750 people and has annual turnover not exceeding €150 million. The stock-option non-discrimination provision has been removed, while national anti-abuse, tax residency and exit-tax rules are protected. It is also envisaged that the Council will issue a statement confirming that these tax provisions respond to exceptional circumstances and should not set a precedent for taxation provisions in other files under the ordinary legislative procedure.
Insolvency
Following political guidance from the Committee of Permanent Representatives Committee, the Council has removed the proposed Chapter X on insolvency.
Implementation
The Council also proposes 21 months between entry into force and application, giving Member States additional preparation time while maintaining momentum towards implementation of the Regulation.
What happens next?
The agreement establishes the Council’s negotiating mandate, enabling the Presidency to begin negotiations with the European Parliament, which can commence once the European Parliament adopts its position. For Ireland’s Presidency, the agreement marks an important negotiating achievement. Having steered successive compromise texts towards an agreed Council position, Ireland’s Presidency will now need to focus on taking that work forward in negotiations with the European Parliament to finalise the proposed framework.
