The pitch fits on a postcard: a company registered anywhere in the European Union, online, in 48 hours, for no more than €100, usable across all 27 markets. The Commission proposed exactly that on 18 March 2026. Seven months later, the file supposed to be law by Christmas has not been voted on by a single parliamentary committee.
On 23 October the Council adopted its negotiating position on the "28th regime" - the optional EU company form the Commission calls EU Inc. Member states kept the headline promise, cut several parts of it, and handed the Irish presidency a mandate to talk to the European Parliament. The Parliament must agree its own position before those talks can begin. It is stuck: the Legal Affairs Committee (JURI) did not vote on rapporteur René Repasi's draft report on 19 October, and the procedure file still reads "awaiting committee decision".
What the Council kept, and what it dropped
The mandate, published as document 14376/26, keeps 48-hour online registration and the €100 ceiling, but only for applications using standard articles of association. Authorities can stop the clock for a further assessment capped at 10 working days, and member states may refuse or pause registration on money-laundering or other criminal grounds.
What disappeared matters as much:
- The central European register, and real-time tracking of registrations, are gone. Registration runs through national systems under once-only and digital-only principles.
- The insolvency chapter has been removed, so winding a company down falls back on national law.
- The European employee stock option scheme survives only for small mid-caps: fewer than 750 employees and no more than €150 million in annual turnover. The non-discrimination clause was deleted.
- Employee participation still follows the country of registration, with an optional mechanism for a member state where an EU Inc. later crosses its national thresholds.
- Member states get 21 months to apply the regulation, up from 12 in the Commission text.
The dispute is about who sits on the board
The blockage in Parliament is not drafting. It is co-determination. Repasi has argued the proposal lacks safeguards against companies using the new form to escape board-level employee representation, and the European Trade Union Confederation asked in May for the regime to be halted until those safeguards are written in. The committee's groups failed to agree the employee-participation chapter twice, on 5 and 14 October, which is why the vote slid from 8 October to 19 October and now, per Agence Europe and Table.Briefings, to 4 or 5 November.
His June draft report carries 246 amendments, including a labour-law firewall in place of the country-of-registration rule, a ban on EU Incs listing publicly, and two new variants: a steward-owned form and an employee stock ownership plan.
The calendar no longer adds up
The European Council asked in March, and again in October, for a political agreement this year. Even if JURI votes in early November and a plenary follows on 11 or 12 November, trilogues would have about six weeks to settle a file where the institutions disagree on employee participation, the central register and insolvency. Then comes publication, entry into force, and 21 months before member states must apply it. On the best-case timeline, the first EU Inc. is a late-2028 product, not a 2026 one.
None of that makes the regime worthless. One digital form with a harmonised share register and a portable option plan is still the most concrete answer Brussels has produced to the complaint that European startups incorporate in Delaware to hire and raise. The open question is whether what survives the negotiations is a form founders choose, or another optional layer they ignore.
What is still unconfirmed
Whether JURI actually votes on 5 November is reported, not on a published committee agenda. Whether Parliament restores the central register, the insolvency chapter or the full option scope is unknown until it adopts a position; the Council has said its tax treatment of the option plan is exceptional and not a precedent. And no published estimate exists of how many companies would use EU Inc., because the regime does not yet exist. This post will be updated when the committee votes and when trilogues open.
Sources
- Council of the EU - EU Inc.: Council adopts position on a new EU corporate law for innovative companies (23 October 2026)
- Council mandate for negotiations with the European Parliament, doc. 14376/26
- European Parliament Legislative Observatory - procedure 2026/0074(COD), 28th regime: EU Inc.
- Euronews - EU Inc: why the Commission's perfect startup plan might be falling apart (27 October 2026)
- Table.Briefings - dispute over employee co-determination delays vote
- Agence Europe reporting on the JURI postponement, via Incorporate Europe
- ETUC - unions call for halt on 28th company regime until safeguards for workers' rights are included
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