EU Inc. in Poland: what it means for foreign investors?

EU Inc. is a proposed EU-wide limited liability company form intended to harmonise core corporate rules across Member States. The proposal includes online registration within 48 hours for up to EUR 100, no minimum share capital and a digital share register. National tax, employment and other local obligations would continue to apply in Poland.

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What is EU Inc. and could it be registered in Poland?

EU Inc. would operate as an optional 28th legal regime alongside the 27 national systems. It would not replace existing Polish forms such as a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) or a simple joint-stock company (prosta spółka akcyjna, PSA).

Under proposed Regulation COM(2026) 321, EU Inc. would have legal personality and limited shareholder liability. Founders could choose the Member State of registration, including Poland. Matters not harmonised at EU level would remain subject to the law of the registered office.

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How would EU Inc. simplify company formation?

Under the fast-track procedure, company registration would be completed online within 48 hours at a maximum cost of EUR 100. No minimum share capital would be required, and capital could be set at EUR 0.

The proposal also provides for:

• a digital register and different classes of shares,
• investment instruments suitable for funding rounds,
• harmonised corporate documents,
• a central interface based on the Business Registers Interconnection System (BRIS),
• the once-only principle, reducing repeated submission of registration data.

The European Commission estimates EU-wide administrative savings of EUR 328–440 million over 10 years, assuming approximately 308,000 companies use the regime.

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Would EU Inc. harmonise taxes and employment rules?

No. The proposed harmonisation primarily concerns company law. Doing business in Poland would still require companies to assess tax residence, permanent establishments, value added tax (VAT), transfer pricing and taxation of local operations.

Businesses employing staff in Poland would also remain subject to applicable Polish labour law and social security requirements.

EU Inc. should therefore not be understood as a “register once and operate everywhere without local obligations” model.

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Which businesses could benefit most?

The strongest case for EU Inc. is likely to arise where a business has a cross-border structure, investors from several countries, plans to enter additional EU markets or frequent funding rounds.

For a company operating only in Poland, the advantages over an established Polish sp. z o.o. or PSA may be limited. EU Inc. would not itself provide a lower corporate income tax (CIT) rate or remove Polish tax and employment obligations.

The proposal would also allow existing companies to form an EU Inc. through conversions, mergers or divisions. For domestic operations, at least two years must have passed since registration or the first two annual financial statements must have been approved.

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When could EU Inc. become available?

The European Commission presented the proposal on 18 March 2026 under procedure 2026/0074(COD). EU Inc. cannot currently be registered in Poland or elsewhere in the EU.

EU institutions have indicated a political objective of reaching agreement by the end of 2026. However, the current proposal provides for the Regulation to apply only 12 months after its entry into force.

EU Inc. may therefore simplify European expansion in the future, but it is not currently a reason to delay an investment in Poland. The target operating model, taxation, employment, financing and regulatory environment remain key factors when selecting a company structure.

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If you have any further questions or require additional information, please contact your business relationship person or use the enquiry form on the HLB Poland website.

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