--- canonical: "https://euincnow.com/eu-inc-vs-societas-europaea" dateModified: "2026-11-10" --- # EU Inc vs Societas Europaea (SE): How the Two EU Company Forms Differ The Societas Europaea (SE) is an EU public limited-liability company available since 2004. It can only be formed by existing companies, needs at least EUR 120,000 of subscribed capital and requires an employee involvement procedure before registration. EU Inc is a proposed limited liability company that natural persons could form from scratch with no minimum capital. EU Inc is still under negotiation and cannot be registered. ## The short answer - The EU already has one company form defined at EU level: the European Company, or **Societas Europaea (SE)**. Its statute is [Council Regulation (EC) No 2157/2001][1], which entered into force on 8 October 2004. Employee involvement in an SE follows [Directive 2001/86/EC][2]. - EU Inc is a separate proposal. The Commission published [COM(2026) 321][3] on 18 March 2026. The Council agreed its [negotiating mandate][4] on 23 October 2026, and Parliament has not yet adopted its position. The SE is a public company for groups that already exist. EU Inc is designed as a limited liability company that founders could start directly. - The Commission explains the difference in its own proposal. It describes the SE as a form "designed for large public limited liability companies" that only existing companies can create, with EUR 120,000 of capital, "making it not appropriate to newly created startups." ## Side-by-side comparison - SE rules in force compared with EU Inc proposals, checked 10 November 2026 | Topic | Societas Europaea (SE) | EU Inc (proposal) | | - | - | - | | Status | Available since 8 October 2004 | Under negotiation; registration not open | | Legal basis | Article 308 of the EC Treaty (Council regulation) | Article 114 TFEU (Parliament and Council) | | Company type | Public limited-liability company | Limited liability company | | Who can form it | Existing companies or legal bodies, through four set routes | One or more natural or legal persons, from scratch or by conversion, merger or division | | Cross-border link | Generally required, such as companies in two member states | Not required to form one | | Minimum capital | EUR 120,000 subscribed capital | None; the Council text allows EUR 0 | | Registration | National register; only after the employee involvement procedure | Online via an EU central interface or the national register; proposed fast track of 48 hours and at most EUR 100 | | Employee participation | Negotiated with a special negotiating body; standard rules apply if no agreement | Commission: registered-office rule; Council and Parliament propose different additions | | Governance | General meeting plus a one-tier or two-tier board | General meeting and a board of directors; at least one director resident in the EU | | Gaps in the rules | National public company law of the registered-office state | National law for matters the regulation does not cover | - EU Inc entries describe the Commission proposal and, where stated, the Council mandate. They are not final law. ## Who can form each one - Article 2 of the SE Regulation allows four formation routes: * **Merger:** public limited-liability companies merge, and at least two are governed by the law of different member states. * **Holding SE:** public or private limited companies form a holding company. At least two must be from different member states, or have had a subsidiary or branch in another member state for at least two years. * **Subsidiary SE:** companies or other legal bodies subscribe for shares in a new SE, under the same two-country conditions. * **Conversion:** a public limited-liability company converts into an SE if it has had a subsidiary in another member state for at least two years. - An existing SE can also set up subsidiary SEs under Article 3. In every route, the starting point is an existing company or legal body. A natural person cannot register an SE directly. - The EU Inc proposal is broader. An EU Inc could be formed by one or more natural or legal persons, either from scratch or through a domestic or cross-border conversion, merger or division. Founders would choose the member state of registration. The company would need its registered office in a member state and its central administration or principal place of business in the EU. For the proposed registration steps, see how to prepare an EU Inc company. ## Capital and company type - The SE is a public company. Article 4 sets a minimum subscribed capital of **EUR 120,000**, expressed in euro. Member states can require more for certain activities. Capital maintenance follows the rules for national public limited-liability companies in the state of registration. - EU Inc would be a limited liability company with no minimum capital. Article 62 of the Council mandate states that the amount of capital may be EUR 0. The company could still increase capital later through share issuances or by converting reserves. These are proposed rules. ## Employee involvement - For an SE, employee involvement is a condition of registration. Under Article 12 of the SE Regulation, an SE cannot be registered until one of three things happens: an agreement on employee involvement is concluded, the employees' special negotiating body decides not to negotiate, or the negotiation period expires. - Directive 2001/86/EC sets that procedure. Negotiations can last six months, extendable by agreement to one year. If no agreement is reached, standard rules apply. These include participation in the board where it existed in the participating companies before the SE was formed. - The EU Inc proposal takes a different route. Under Article 12 of the Commission proposal, an EU Inc formed from scratch follows the employee participation rules of the member state where it has its registered office. Cross-border operations follow the negotiation rules of Directive (EU) 2017/1132. The Council added an optional mechanism for large branches in other member states. Parliament's rapporteur proposes rules based on where employees work, with a negotiation procedure modelled on the SE. Read the employee participation explainer for each version. ## Governance and national law - An SE has a general meeting of shareholders and either a supervisory and a management organ (two-tier) or a single administrative organ (one-tier), as chosen in its statutes. Under Article 9, matters not covered by the regulation follow the national law that applies to public limited-liability companies in the registered-office state. Article 10 requires every member state to treat an SE as if it were a public company formed under the law of its registered-office state. - An SE's registered office and head office must be in the same member state. An SE can transfer its registered office to another member state without being wound up, under the Article 8 procedure. - The EU Inc proposal harmonises more of the company's internal rules in the regulation itself. It provides a general meeting and a board of directors of one or more natural persons, with at least one director resident in the EU. National law still applies where the regulation refers to it and for matters it does not cover. The Council text adds that an EU Inc may set up a supervisory body, and may need one where employee participation rules require it. ## Why the SE did not suit startups - The sources point to structural reasons rather than one single barrier: * **Entry routes:** the four routes start from existing companies, usually with a presence in two member states. * **Capital:** EUR 120,000 of subscribed capital is a significant amount for a new venture. * **Procedure:** registration waits for the employee involvement procedure, which can take up to a year. * **National variation:** much of an SE's law comes from the public company law of its state of registration, so SEs in different states are not identical. - The Commission's proposal cites the SE's design and capital requirement as lessons learned. During its consultation, trade unions instead called for amending the SE Regulation before creating a new form. The proposal leaves the SE in place and adds EU Inc as an optional alternative. ## What founders can use today - The SE is available now but is built for existing companies and groups. EU Inc is not available, and no registration date is confirmed. A founder starting a business today normally chooses a national company form. Compare EU Inc with an Estonian OÜ, or see the Europe formation hub for the national options. Follow the EU Inc tracker for the legislative status. ## Frequently asked questions ### Is EU Inc the same as a European Company (SE)? - No. The SE is a European public limited-liability company that has been available since 8 October 2004 under Regulation (EC) No 2157/2001. EU Inc is a proposed limited liability company under a separate regulation, COM(2026) 321. It is still under negotiation and cannot be registered. ### Can a founder set up an SE from scratch? - Not as an individual. The SE Regulation lists four routes, all starting from existing companies or legal bodies: a merger, a holding SE, a subsidiary SE or the conversion of a public limited-liability company. Most routes require a link to at least two member states. ### What is the minimum capital of an SE? - The subscribed capital of an SE must be at least EUR 120,000, under Article 4 of the SE Regulation. National law can require more for certain activities. The EU Inc proposal and the Council mandate set no minimum capital. ### How does employee involvement differ between the SE and EU Inc? - An SE cannot be registered until the employee involvement procedure of Directive 2001/86/EC is completed or has expired. Under the Commission proposal, an EU Inc formed from scratch follows the participation rules of its registered-office member state. Parliament's rapporteur proposes a different rule, and the final text is not agreed. ### Will EU Inc replace the SE? - The proposal does not abolish the SE. It creates an additional, optional legal form. An existing SE remains governed by its own regulation. ### Which should a founder choose today? - An SE is available today but is designed for existing companies. EU Inc is not available yet. A founder starting now usually compares national company forms, such as an Estonian OÜ, and reviews EU Inc again once the final law and its application date are known. ## Source URLs [1]: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:02001R2157-20130701 [2]: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32001L0086 [3]: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:52026PC0321 [4]: https://data.consilium.europa.eu/doc/document/ST-14376-2026-INIT/en/pdf