EU ministers have agreed the Council’s position on a proposed new EU-wide company law regime — known as “EU Inc” — designed to make it easier for businesses to operate across borders.
Under the proposal, companies could choose to incorporate under existing national rules in any of the EU’s 27 member states or opt into a 28th framework, with firms using the new regime known as “EU Inc”, the Council of the EU announced on Friday.
Companies choosing EU Inc would be able to register online within two days for a maximum fee of €100 and then operate across the EU single market.
The Council said its negotiating position backs the proposal’s main objectives but includes changes to simplify the framework, adjust digital provisions and employee stock-option rules, add safeguards, and align it with EU internal market freedoms.
Member states would be allowed to refuse to register an EU Inc on grounds linked to anti-money laundering and countering the financing of terrorism — or other criminal activity — in line with national law.
Employee participation and stock options
Under the Council’s position, an EU Inc would follow the employee participation rules of the country where it has its registered office, as proposed by the European Commission.
Employee participation refers to national rules that can give employees rights to be informed and consulted, and in some countries to be represented on company boards.
The Council also set out an optional mechanism for cases where a company registered in one EU country exceeds employee participation thresholds in another member state where it operates, adding that firms would have flexibility in how they comply.
The proposal also keeps an EU employee stock option plan — a scheme that lets employees receive shares or the option to buy them — with safeguards that would limit its scope to “small mid-caps”, defined as companies with up to 750 employees and €150 million in annual turnover.
If adopted, member states would have 21 months to implement the regulation.
The Council’s agreement sets its mandate for talks with the European Parliament, which can begin once MEPs adopt their own position.
The idea of a unified corporate framework has been proposed in the 2024 Draghi report and the 2023 Letta report.
