Europe 21 views Published on 19/03/2026 By JAS 7 min read

The EU-INC project: a missed opportunity for European competitiveness

A project far below raised expectations

The EU-INC project: a missed opportunity for European competitiveness

The leak of a draft implementation framework for EU-INC reveals a project far below raised expectations. Instead of creating a true "28th regime" with a single registry, unified rules and procedures, the system would remain administered by existing national jurisdictions. This would result in the coexistence of 27 courts, 27 administrative rhythms and 27 potential interpretations, which contradicts the stated objective of simplifying and unifying the internal market.

The promise of a truly European 28th regime

A 28th regime is not institutional coquetry, but a decisive lever for completing the single market. It would allow European companies to develop immediately at EU scale, without having to deal with 27 legal and administrative regimes. Historically, the Societas Europaea (SE) had already attempted to offer a European company form, but at the cost of complex national transpositions and costly cross-border mergers, which limited its use, particularly by SMEs.

EU-INC was precisely designed to break with these limits: a European legal form from incorporation, a single body of rules and a centralized registry at Union scale. This ambition was part of broader reflections on an optional "28th regime" intended for innovative companies, mentioned by the Commission and certain academic work in company law and internal market integration.

A fragmented implementation that neutralizes the reform

The current project is more about political communication than structural reform. By leaving national registries in control, it recreates the same lines of fracture that EU-INC claimed to erase. A German or Portuguese entrepreneur using EU-INC will still face different requirements, deadlines and interpretations depending on the member state of recourse. Performance gaps between national registries are well documented, with some states processing registrations in a few days, others in several months.

For multi-country companies, compliance would become even more complex as each jurisdiction adds its own interpretive layer to European rules. This results in a "European" form that leaves intact the administrative barriers that the 28th regime was supposed to lift.

Lessons from national registry reforms

Commercial registries remain essential for legal security and confidence in transactions. Some states have shown that ambitious modernization is possible: the United Kingdom, for example, introduced mandatory identity verification at Companies House, while several EU member states have accelerated the digitization of business creation procedures. This progress proves that with real political will, more efficient and safer registries are achievable.

However, these fragmented reforms do not replace a unified European approach. The strategy for a digital single market emphasizes the need to remove digital barriers, but the proposed EU-INC structure continues to rely on physical and jurisdictional borders inherited from the pre-digital era. What would have been consistent with the European digital agenda is a single registry, entirely online, with standardized procedures and automated controls, accessible from any member state.[^8][^7][^1]

A political economy of immobilism

The result reflects the conjunction of national interests, bureaucratic resistance and a lack of political audacity. National registries are centers of administrative power and providers of public jobs; their managers have little interest in transferring their competencies to a European authority. Similarly, part of the legal professions benefits from the current complexity, which generates demand for specialized advice in national company law.

It can be assumed that lobbying against a fully unified registry comes from national administrations concerned with preserving their prerogatives, professional organizations worried about their economic model and established companies that fear losing the rents of complexity. This compromise illustrates a now classic European method: seeking the lowest common denominator rather than assuming a clear integrative choice.

The imperative of global competitiveness

In a global environment where it is possible to incorporate in Delaware or Singapore to operate internationally with fast and readable procedures, the persistence of European fragmentation constitutes a manifest competitive handicap. The United States has long benefited from a quasi-national company registry with Delaware, which offers legal security, specialized justice and procedural efficiency. This centralization strongly contributes to the attractiveness of the American market and the ease of scaling companies.

In Asia, initiatives like the ASEAN Economic Community are working to progressively harmonize commercial rules, creating an environment more favorable to regional integration. If Europe remains incapable of overcoming its national divisions to offer a truly unified business framework, it risks losing ground in global competition for investment and talent.

What a true EU-INC could have been

An ambitious version of EU-INC would be based on a centralized European registry, primarily digital procedures that are truly uniform in all member states. Registration would be done via a single online counter, multilingual, with automated controls and guaranteed deadlines, in the spirit of proposals carried by certain collectives of founders and jurists favorable to a full-fledged "EU-INC".

Disputes would be settled by specialized European commercial jurisdictions, applying a single interpretation of European company law. The legal form would be natively adapted to the digital era: virtual shareholder meetings, digital titles and registries, even recourse to blockchain for traceability of holdings when relevant. It would incorporate modern governance structures reconciling flexibility and investor protection, inspired by existing best practices in member states.

Above all, this 28th regime would offer substantial advantages over national forms: simplified cross-border mergers, automatic recognition throughout the EU, mobility and financing regime designed for pan-European expansion of startups and innovative SMEs.

European integration lacking courage

The inability to design a strong EU-INC reveals deeper weaknesses in European integration. While notable progress has been made for the free movement of goods, services and capital, the creation of truly "European" company structures remains behind. The unanimity rule on sensitive subjects like company law favors minimalist compromises, which preserve national levels at the expense of single market efficiency.

Alternative approaches, such as enhanced cooperation between willing states, could have allowed launching a hard core of truly integrated EU-INC, leaving the door open to progressive rallying. This option is regularly discussed in specialized literature on differentiated European integration and overcoming institutional blockages.

What to do now?

Despite a disappointing text, the legislative process is not complete. The European Parliament, Council and Commission still have room to substantially improve the system, provided political pressure is exerted in this direction. Professional associations, startup ecosystem actors and political leaders favorable to deeper integration can advocate for amendments bringing the project closer to the initial ideal of a complete 28th regime.

Even if the architecture remains decentralized, detailed implementing acts could limit national interpretation margins and strengthen application coherence. The Commission could also use infringement procedures against states that reintroduce obstacles contrary to the spirit of EU-INC through practice. Beyond this file, the experience must serve as an alarm signal: half-measures will not suffice to restore European competitiveness in a world where other major regions are advancing toward more unified legal frameworks.

Europe deserves a true European company

European entrepreneurs need a legal form that allows them to think and act at continental scale from day one, without suffering the cumulative burden of 27 administrative traditions. EU-INC was a test of the Union's capacity to produce concrete solutions in service of its competitiveness; by orienting toward a fragmented model masked by integration discourse, this test is for now missed.

The message sent to founders and investors is clear: the EU remains a mosaic of interwoven markets rather than a homogeneous economic space. As long as this gap between integration rhetoric and regulatory reality persists, European companies will evolve with a structural handicap compared to their competitors benefiting from much more readable frameworks. It now belongs to political decision-makers, legal practitioners and entrepreneurial communities not to let this opportunity for profound overhaul be definitively diluted.