EU Inc: position of Belgian directors

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What is EU Inc?

In March 2026 the European Commission proposed EU Inc, a new, harmonised corporate legal regime  across the European Union1, with the launch planned for Q1 20272. Numerous amendments have been generated since then to be reviewed starting on September 7 by JURI, the European Parliament's Committee on Legal Affairs3. The plenary sitting for the first Parliament reading is expected in October4. 

What makes this proposal special?

  • Simplified company registration 

    • Fast: within 48 hours 

    • Cheap: maximum EUR 100 

    • Fully digital 

    • Open to all businesses, i.e. not restricted to a particular sector or company size. 

  • Easier digital share transfers and capital operations. 

  • Fully digital insolvency procedures and automatic transmission of company data to relevant authorities. 

  • Common optional scheme for employee stock options with harmonized deferred taxation, referred to as “EU-ESO”.  

GUBERNA actively follows up this initiative: after the round table with founders, the team took part in the public consultation in September 20256. Through ecoDa, GUBERNA keeps communicating its position on this initiative7. In April 2026, GUBERNA launched a survey among its members to incorporate directors’ voice in Belgian stance in European Parliament and Council review process8. 

What is the position of Belgian directors on EU Inc?

Belgian directors9  support the EU Inc project and its key elements, like simplified registration, reliance on digital tools, but most of all, its pan-European character that makes reaching economies of scale easier and faster. They are ready to see EU Inc as a legal form for established companies, perhaps after an initial experimentation phase. More than a half of respondents would consider founding a EU Incthemselves. 

What Belgian directors explicitly ask for, is pan-European business setting. They actively call for simple harmonised rule-making: “Simple, clear rules that can be controlled in an efficient, preferably digital, way.” Similar to the Schengen agreement for free travel, EU Inc is expected to mobilise business opportunities across the European Union through simple access and transparent procedures10. 

Simple means smart. In regulation design, simplicity expects a well-thought of and well-prepared framework, allowing for furtherconsistent growth and development11.  

Directors expect smart regulation, as is clearly seen in the survey results – they ask for effective guardrails with long-term growth potential:

  • Almost 2/3 of the respondents ask for the protection of creditors and other stakeholders. 

    • The respondents proposed the ways to ensure such protection. The measures vary from simple increase in minimal capital requirements to verifying soundness of business proposals and ensuring transparency of further business performance. The existing inefficiencies, from lack of harmonisation across Europe, to ineffective banking support for startups, were mentioned. 

  • Almost 70% of respondents want to see directors’ duties and liability harmonised at EU level rather than left to residual national law. 

The attitude towards more specific governance innovation integrated into the EU Inc proposal has been more modest: 

  • Almost half of respondents support the proposed creation of different classes of shares, 40% of respondents welcome the share-class flexibility but ask for strengthening minority shareholder protections.  

  • The same holds true for EU employee stock option plans (EU-ESO), which is approved by 2/3 of respondents, but is treated as highly relevant only by 1/3 of them. As indicated in Part 1 above, this is an optional scheme, and an EU Inc can function with or without such a scheme. 

What the survey results clearly demonstrate, is the openness of Belgian directors to innovation and their active preference for EU-wide legal frameworks. 

EU Inc proposal expresses the readiness for a wider arena for action, felt in Belgian directors' community. More harmonisation and less regulatory competition are expected from the law-making, together with clear transparent frameworks, ensuring stakeholders’ protection.The freedom of governance regimes proposed in the EU Inc will boost the demand for soft rules related to corporate governance and thus will lead to the formula GUBERNA stands for: “less rules, more corporate governance”. 

[1] https://commission.europa.eu/topics/business-and-industry/company-law-and-corporate-governance/eu-inc-new-harmonised-corporate-legal-regime_en
[2] https://eu.inc
[3] https://www.europarl.europa.eu/committees/en/juri/documents/latest-documents
[4] https://the28thregime.eu/progress
[5] Check a detailed overview here: https://eu-incorporated.eu/en/
[6] https://www.guberna.be/en/know/empowering-startups-work-throughout-europe
[7] https://ecoda.eu/wp-content/uploads/2019/08/20260714-EU-Inc-draft-JURI-report-ecoDa-position-paper.docx.pdf
[8] https://the28thregime.eu
[9] Almost 200 directors started filling in the survey, and 40 directors completed the questionnaire.
[10] Legal experts warn against further regulatory fragmentation around EU Inc and call for avoiding that 27 types of EU.incs are created, offering “governance” forum shopping. See for example: https://corporatefinancelab.org/2026/04/10/the-eu-inc-proposal-how-far-does-it-really-go/.
[11] See recent GUBERNA note on that: https://www.guberna.be/en/know/note-eu-rule-making-and-expedience-informed-policy-decisions