EU Inc vs National Company Forms: GmbH, Ltd, OÜ, SAS
A practical, honest comparison of the company forms European founders use today versus the single EU-wide vehicle the 28th regime proposes to add.
Here is the bottom line up front: today you incorporate under one of 27 national company laws — a German GmbH, an Irish Ltd, an Estonian OÜ, a French SAS, a Dutch BV, and so on. The proposed "EU Inc" (the 28th regime) would add one optional, EU-wide company form alongside those national systems. It would not replace them. And it does not exist yet — the European Commission published a proposal in 2026, but it is not law, so you cannot register an EU Inc today. This article compares the national forms founders actually use with what EU Inc is proposed to do differently.
euincregistration.com is an independent service, not an official EU body. What we can do now is help you understand the landscape and join the EU Inc waitlist so you are ready if and when the regime becomes law. For the full background, see the 28th regime explained.
A quick tour of the national forms founders actually use
Each of these is a real, battle-tested vehicle you can incorporate this week. Each is also purely national — governed by one country's company law, court system and language.
German GmbH (and the UG)
The GmbH is Germany's standard limited-liability company and a serious, credible vehicle. It traditionally requires meaningful minimum share capital (commonly cited at €25,000, with part payable on incorporation), which signals substance but raises the barrier for an early-stage team. The UG (haftungsbeschränkt), often called the "mini-GmbH", lets you start with as little as €1 but must retain profits until it builds up to GmbH-level capital. Pros: strong reputation, well-understood by investors and banks. Cons: notarisation requirements, cost, and formation that is slower and more paperwork-heavy than lighter forms.
Irish Ltd (LTD company)
Ireland's private company limited by shares is popular with startups operating in English under a common-law system. There is effectively no minimum share capital, and it is a familiar structure for US investors. The main catch for non-residents: a company generally needs at least one director resident in the European Economic Area, or must put a bond in place instead. Pros: English-language, common law, investor-familiar. Cons: the residency/bond requirement and the usual single-country limits.
Estonian OÜ (and e-Residency)
The Estonian private limited company (osaühing, OÜ) is the poster child for digital-first incorporation. Through Estonia's e-Residency programme you can form and run one almost entirely online from abroad. Estonia has reformed its share-capital rules in recent years to lower the old minimum substantially, so treat any specific figure as something to verify at the point of incorporation. Pros: fully digital administration, low friction, strong fit for location-independent founders. Cons: it is still an Estonian company under Estonian law, and running real operations or hiring in another member state does not come for free.
French SAS
The société par actions simplifiée is France's flexible workhorse for startups. There is no meaningful legal minimum capital, and its governance is deliberately customisable, which is why founders and VCs like it for share classes and tailored arrangements. Pros: flexible statutes, startup- and investor-friendly. Cons: French-language administration and single-jurisdiction reach.
A nod to the Dutch BV
The Netherlands' besloten vennootschap (BV) is another common choice, especially for holding structures. Since the "Flex-BV" reforms it can be formed with a nominal minimum, and the Dutch ecosystem is comfortable for international investors. Like the others, it remains a national company under Dutch law.
Why none of these is a clean EU-wide answer today
All of these forms work well — inside one country. The problem appears the moment you go cross-border. Each of the 27 systems has its own incorporation process, notarisation rules, language, cap-table conventions, and treatment of stock options. A German GmbH founder raising from a French fund, hiring in Spain and selling into the Netherlands is stitching four legal systems together by hand.
The Letta report (2024) called this fragmentation an effective barrier to scale and argued that a single business framework would be a game-changer. The Draghi report (2024) on European competitiveness made a related point: fragmentation across national rules is a structural drag on European companies trying to grow at continental scale. Neither report invented the frustration — it is the daily reality of any founder who has tried to operate across several member states.
What EU Inc proposes to do differently
EU Inc, the informal name for the 28th regime, is proposed as a single, optional, EU-wide legal form for companies — most obviously innovative startups. As proposed, the aims are: one harmonised set of rules recognised across all member states, digital-first online formation, a design that supports pan-European fundraising and cap tables, and provisions intended to make employee stock options work more consistently across borders (we cover that in stock options). The idea is that you incorporate once, under one framework, and operate EU-wide without re-learning 27 systems.
Two honest caveats. First, this is a proposal: the Commission published its text in 2026, the European Parliament is working through amendments, and EU leaders have pointed at end-2026 as a target for adoption — but targets slip, scope is contested, and the final shape is not settled. Second, exactly which companies qualify, whether it stays open to all or is narrowed to startups, and how national labour and tax law interact with it are all still being negotiated. Treat every EU Inc feature as "proposed" or "aims to", not "does".
National forms vs EU Inc (as proposed) — side by side
| Dimension | National forms (GmbH, Ltd, OÜ, SAS, BV) | EU Inc (as proposed) |
|---|---|---|
| Availability | Available now — incorporate today | Not yet — proposal, not law |
| Governing law | One country's company law | One harmonised EU-wide framework (proposed) |
| Geographic reach | National; cross-border means stacking systems | Recognised across all member states (aim) |
| Formation | Varies; some digital (OÜ), some notary-heavy (GmbH) | Digital-first online formation (aim) |
| Minimum capital | Ranges from nominal (Ltd, SAS, BV, UG, reformed OÜ) to meaningful (GmbH) | Intended to be low-barrier (proposed) |
| Stock options | Treated differently in each country | Aims for more consistent cross-border treatment |
| Replaces your national company? | — | No — sits alongside as an optional extra form |
The SE precedent: why "we already tried this" isn't quite right
Sceptics point out that the EU already has a pan-European company: the Societas Europaea (SE). It is a real, working form — but it is not a startup vehicle. The SE requires substantial minimum capital (commonly cited at €120,000) and generally cannot be created from scratch by founders; it is typically formed by existing companies through mergers, holding structures or conversions. In practice it has been used mainly by large incumbents, not early-stage teams. So the SE is an honest partial precedent — proof that an EU-level form is legally possible — but it does not solve the founder's problem, which is exactly the gap EU Inc is proposed to fill.
Not law yet — but worth preparing for
Nothing here changes what you should do today: if you need a company now, incorporate under whichever national form fits your team, jurisdiction and investors — the GmbH, Ltd, OÜ, SAS or BV are all legitimate choices, and an EU Inc, if it arrives, is designed to sit beside them rather than force a migration. What you can do in parallel is stay informed and get in line early. Join the EU Inc waitlist and we will keep you posted as the proposal moves — or stalls. If you are weighing Europe against a US structure, see also EU Inc vs Delaware.