Notaries and National Registers Now Decide EU Inc’s Fate

Europe’s top founders told EU lawmakers on 10 September that EU Inc will fail if talks strip its core rules. The open letter, backed by a campaign of more than 26,000 founders and investors, lands as Parliament and Member States rewrite the 18 March proposal. The fight is with notaries and national company registers that still control how a firm is born.

Signatories include Spotify founder Daniel Ek, Mistral chief executive Arthur Mensch, Atomico founder Niklas Zennström, DeepL chief executive Jarek Kutylowski, Revolut Holdings Europe chief executive Joe Heneghan, and former Italian prime minister Enrico Letta. They are asking for a company form people actually use, not another badge on top of 27 national codes.

Five Clauses the Letter Refuses to Lose

The EU-INC campaign, which spent two years pushing Brussels to draft this statute, now says the March text can still work if five items survive the autumn drafting rooms. The letter puts the choice in one line.

If we get EU Inc right, it will remove much of the friction and fragmentation that continue to throttle European companies, unlock investment and spur a new wave of entrepreneurship. You will decide whether EU Inc becomes Europe’s economic engine or a legal structure so diluted that nobody uses it.

Open letter to EU policymakers, EU-INC campaign, 10 September 2026

Those five items are not a wish list of extras. They are the points that decide whether a lawyer in Stockholm and a bank in Lyon can treat the same company as the same legal person.

THE FIVE NON-NEGOTIABLES

• Free seat: Founders pick a Member State of registration without having to park staff or headquarters there.
• One register: A single European company record with shared KYC and beneficial-ownership rules, not 27 logins behind a common skin.
• Open access: No headcount, revenue, or “innovative company” test that would turn the form into a shifting club.
• Stock options: Staff taxed only when they sell shares, with a safe-harbour value at grant so a paper gain does not create a cash tax bill.
• Local labour and tax: Employment law follows where people work, and tax follows where the work is done, so the statute is not a route around social rules.

The campaign is explicit on that last point because it is the attack that lands in national parliaments. Hire in Germany and German labour law applies. Hire in Poland and Polish law applies. The registered address does not rewrite either.

Notaries Call Digital Formation a Crime Risk

The loudest organised opponent is not a finance ministry. It is the notarial profession, speaking through the Council of the Notariats of the European Union, which on 13 May published a paper that treats EU Inc as a break with continental company law.

The proposal seeks to introduce a new company form following a concept alien to European continental law and legal traditions, which instead mimics elements existing in jurisdictions such as Delaware, where company formation is largely based on minimal or none ex ante control and mainly relies on ex post litigation. Currently, the legal systems of most Member States ensure that the life cycle of companies involves preventive checks and verifications.

Council of the Notariats of the European Union, position paper, 13 May 2026

CNUE says preventive checks and verifications are Europe’s selling point, not red tape. Drop them, the paper argues, and identity fraud, money laundering, and invalid share issues move into a system that then dumps the cost onto courts, banks, and counterparties. It also questions the choice of Article 114 of the Treaty, the single-market base that lets the file move by qualified majority rather than unanimity, and points to Court of Justice case law on creating a new company form beside national ones.

Germany’s Federal Chamber of Notaries filed its own opinion on 30 April. It warns that directors could identify themselves through eIDAS tools at a “low” assurance level, that shareholders are not identified at formation or when shares later move, and that share transfers are written to run without a notarial deed. The chamber wants EU Inc parked on national registers and on the digital pipes notaries already run. In Germany, a GmbH can be formed online and, the chamber notes, filed the same day, a route open since 1 August 2022.

That is the honest half of the case, and founders should not pretend AML rules are a joke. The other half is money and control. A cap of €100 on formation, and a ban on mandatory intermediaries for share transfers, hits fee income in the Member States where a notary still sits in the chain. Stripe chief executive Patrick Collison described a German founder who sat through a full-day reading of a 90-page investment contract, paid €30,000, and formed the next company outside Germany. That is the product EU Inc is supposed to replace. Justice ministries still work daily with notarial bodies, which is why the profession’s language shows up in amendments that try to write “notarial” back into the control articles.

A Single Company Record, Split 27 Ways

The campaign’s own site now flags the central registry cut from a current draft. That is the clause that turns a European company into one record a bank can query, instead of an interface laid over 27 national files with 27 KYC habits.

The March proposal already split this job in two. First comes an EU-level interface on top of the Business Registers Interconnection System, so a founder files once. In a later step the Commission would stand up a central EU register. Campaign lawyers, who reviewed the text with Dentons, say a common skin over national databases is not a standard. Investors, creditors, and public authorities still need one company record that meets the same beneficial-ownership bar in every Member State.

Capitals have a parallel objection that does not always mention fees. A pan-European file moves company data off national registries that justice ministries treat as core infrastructure. CNUE’s paper makes the same ask in different clothes: use existing national registry structures, do not build a parallel system, and keep public officials in the loop. If that view wins, EU Inc becomes a label a founder stamps on a Spanish SL, a Dutch BV, or a German GmbH, and the 48-hour promise dies at the first cross-border diligence request.

Free choice of seat is the twin fight. A Delaware-style market only works if a team in Lisbon can incorporate in another Member State without moving the office. The letter says non-discrimination has to be written in, so a bank or a public buyer cannot treat an EU Inc as a second-class local form. Labour and tax stay where the work is, which is how the campaign answers the letterbox charge. Without that unbundling, founders will keep forming companies in the United States or the United Kingdom for the cap table, then bolting on EU subsidiaries as a cost of doing business.

How the March EU Inc Proposal Works

The Commission’s 18 March package, COM(2026) 321, is a regulation, so it would apply directly once it is in force. It is the first brick of a wider “28th regime,” meaning a common optional rule-set beside the 27 national ones. Officials put founding an EU Inc company within 48 hours at the centre of the pitch, at a maximum of €100, with no minimum share capital, fully digital procedures, and an optional EU employee stock-option scheme with tax deferred until sale.

Europe now runs 27 legal systems and more than 60 company forms, and formation can still take weeks. The new form is aimed at startups but, in the Commission’s own note, is open to any founder who wants it, beside existing national types. That last point matters, because the campaign’s third demand is that Parliament and Council do not put a size or “innovation” fence back on.

WHAT THE MARCH TEXT OFFERS

Staff working papers sold the moderate case as 308,843 new companies over 10 years, with administrative savings of €328 million to €440 million over the same span. They also put average savings at €1,780 to €2,850 on a €500,000 growth-stage deal once in-person formalities and mandatory intermediaries drop out of share transfers, and about €1,100 per financing round on digital capital increases. Those figures only hold if the final statute still looks like the March text.

René Repasi, a German S&D member of the Legal Affairs Committee, is the Parliament rapporteur. His committee is working through amendments in September. The employment committee had the file on 10 September, the same day the letter went out. Member State specialists are in technical talks ahead of a ministerial debate at the Competitiveness Council later in September. After each side locks a position, the three institutions have to bargain a common text.

Startups Skipped the Societas Europaea

Europe has already built a “European company,” and startups did not use it. The Societas Europaea is the living warning for anyone who thinks a compromise statute will still pull in founders.

THE LAST EUROPEAN COMPANY FORMS

1. 8 October 2004: The Societas Europaea becomes available under Council Regulation 2157/2001. It is a public limited vehicle, usually formed by conversion, merger, or holding structure, and the registered office and head office must sit in the same Member State.
2. 25 June 2008: The Commission tables a European Private Company, the SPE, aimed at smaller limited firms that would not have to reincorporate in every country where they trade.
3. 2014: The SPE is withdrawn after years of blocked talks, with worker co-determination in Germany among the issues that made unanimity impossible.
4. 20 January 2026: Parliament’s own-initiative report asks for a Unified European Company, the S.EU, and says the registered seat and office in different states should be allowed, while labour law stays at the place of work.
5. 18 March 2026: The Commission publishes the EU Inc regulation and asks Parliament and Council for a deal by the end of 2026.
6. 13 May 2026: CNUE issues its paper against Delaware-style formation and against a parallel European register.
7. 3 September 2026: The campaign starts a 100-day clock to keep the cores intact.
8. 10 September 2026: Named founders and investors send the letter that is now in front of the two co-legislators.

The SE became a tool for large listed groups that wanted a European badge and a way to move a seat. It never became the default for a five-person product team, because it still sat on national public-company law, still tied the head office to the registered seat, and still asked for a conversion rather than a clean digital start. The SPE died in the same ditch the letter now maps: worker participation, national exceptions, and a profession that would not give up the deed. EU Inc is the third pass, this time as a regulation on a single-market legal base, which is why the notaries’ paper spends so many pages on Article 114.

December Is the Political Deadline

The Commission has asked for political agreement by the end of 2026. The campaign dated its 100-day clock from 3 September, which runs toward the winter break when files stop moving. That is a short window for a statute with a register, a seat rule, a tax module for options, and a fight over who checks identity.

THE LIVE FILE

• Legal form: An optional limited-liability company, same rules in every Member State, used beside national forms rather than replacing them.
• Political target: Agreement between Parliament and Council by the end of 2026, after JURI amendments and a Competitiveness Council debate in September.
• The cut already claimed: Campaign counsel say a current draft drops the central register, leaving an interface on 27 national systems.
• The profession in the room: Notaries want preventive control kept, national registers used, and digital formation run through existing one-stop shops they already staff.

A usable EU Inc is a company a founder can form in two days, a staffer can take options in without a tax shock, and an American or Asian fund can underwrite without 27 legal memos. A hollow one is a new abbreviation that still needs a local notary, a local register extract, and a local opinion every time shares move. The people who get paid to produce those three things are in the drafting rooms. The people who signed the letter are not.