1. EU-INC | Notion

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<aside> Corporate Principles - Pillar 1. EU-INC

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‣ Current Dilemma

Establishing and scaling businesses across Europe presents unique challenges, particularly due to the fragmented nature of governance systems and inconsistencies in corporate regulations. Unlike regions with more integrated frameworks such as US, Europe’s lack of uniformity creates hurdles for cross-border investments and efficient operational growth.

This fragmentation often leaves individual member states competing in isolation on the global stage, impacting the ability to attract investment, foster talent mobility, and drive innovation at scale.

EU-Inc provides a potential solution: a digital-first corporate framework designed to streamline governance, simplify cross-border operations, and reduce administrative burdens—laying the groundwork for a unified standard across Europe.

With tools like the EU-Registry, EU-Dashboard, and EU-ESOP, this approach aims to create a more predictable and efficient business environment, while respecting Member States' sovereignty over taxation and domestic laws. It supports innovation and strengthens Europe’s competitiveness in the global economy.

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Legal Structure

Entity Type: The EU-Inc will be registered as a private, share-based limited liability company. This status protects shareholders' personal assets from the company's liabilities, limiting their financial exposure to the amount invested in shares.
Governing law of the corporate structure of EU-Inc:
- Legislative implementation through EU Regulation: The formation and operation of EU-Inc will be governed by a future regulation established by the European Union under the “28th Regime”. EU regulations are directly applicable in all EU Member States. This means they automatically become part of national law without the need for transposition (passing corresponding national legislation). As such, they have binding force across the entire EU and ensure uniformity by applying the same legal standards throughout all Member States.
- Regulation vs Directive: Opting for a “Regulation” will ensure standardisation and harmonization for the corporate framework whereas opting for “Directive” would likely result in fragmentation and uncertainty to applicable rules and legislation surrounding the EU-Inc, reducing entrepreneurs' confidence and speed.
Dispute Resolution: The corporate framework governing the EU-Inc shall be subject to the national courts of the jurisdiction chosen as corporate seat (registered address) by the EU-Inc, which will enforce the 28th Regime EU regulations with complex matters referred to specialised EU corporate court. Disputes should first be resolved through alternative dispute resolution methods to ensure a cost-effective solution for all parties. If a resolution cannot be reached through these means, the matter will then proceed to the relevant national courts. Ideally, a dedicated EU-wide fast-track court system specialised in EU-Inc’s matters should be established for cases related to the 28th Regime to ensure fair, swift, proportional, and efficient outcome.
Corporate/Business Law framework: The core framework and corporate structure for governance of EU-Inc is attached to this document in Appendix III (“28th Regime Core Corporate Framework”).
Entity composition: The company must have at least one shareholder (corporate or individual person) and one director.
Corporate Governance:
- Articles of Association of the Company: The internal governance rules, including shareholder rights, director responsibilities, and decision-making processes, will be codified in the company’s model Articles of Association.
- Shareholders agreement: Certain rights may be recorded in a separate agreement as agreed between the relevant shareholders.
Decision-Making Process
- Resolutions and Voting: The option to execute resolutions and votes is available through traditional methods, such as written resolutions, or via the 1.2 EU-DASHBOARD or third-party tools. Written resolutions can be directly filed with the 1.1 EU-REGISTRY , or alternatively, resolutions can be submitted through the EU-Dashboard or third-party tools, which are connected to the 1.1 EU-REGISTRY via API.
Document execution: Contracts can be signed by authorised individuals, such as a director, and electronic signatures are generally valid when executed through a recognised electronic platform that clearly demonstrates agreement and intent.

Capital Requirements

Minimum Capital: There shall be no minimum capital requirement, ensuring accessibility for startups and small businesses.
Share Structure:
- Nominal Value and Premiums: Shares may have a nominal value, but this will not dictate a minimum investment. Any premiums above nominal value can be established to reflect market conditions.
- Types of Shares: The company may issue different classes of shares (e.g., ordinary shares, preference shares) with varying rights such as dividends, voting, conversion and liquidation preferences.

Registered Office

Location: The EU-Inc must establish its registered office in one EU Member State, serving as the official legal address for correspondence and regulatory compliance.

The EU’s Single Market Principles allow for entities to freely provide services and trade goods across Member States. For more permanent operations such as employing, an EU-Inc can instead establish a branch in another Member State. Visually:

Visualization of branch structures

In Scenario A, the EU-Inc has its operations in its country of incorporation, Country A. The entity can freely trade and provide services across the European Union. The dotted lines illustrate countries with which the entity has more permanent and regular dealings, but not recurring enough to warrant the employment of local employees.

In Scenario B, the EU-Inc has substantial operations in Countries B and C, including local teams. To that effect, the EU-Inc registers a branch, obtaining local tax and social security numbers, allowing them to directly employ the local team.

In both Scenarios, the EU-Inc’s Governance is centered in Country A.

28th Regime Corporate Framework

A more detailed proposed corporate framework and the core corporate structure are provided in Appendix III ****of this EU-Inc proposal (the '28th Regime Core Corporate Framework'). This framework is intended to offer guidance and recommendations based on best practices identified in various EU Member States and some common law jurisdictions such as UK and Delaware, rather than presenting specific legislative language.

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📌 EXAMPLE

The EU-Inc would be a digital first, European type of entity. The standardized and harmonized set of corporate rules that establish this entity would allow all involved parties to deal with certainty surrounding the entity’s governance, their duties, ownership and rights. The entity’s operations, employment and taxation would be subject to the Member State’s laws and/or applicable EU legislation.

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Next: 1.1 EU-REGISTRY

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