[HN Gopher] EU Inc.: A new harmonised corporate legal regime
___________________________________________________________________
EU Inc.: A new harmonised corporate legal regime
Author : guidoiaquinti
Score : 105 points
Date : 2026-03-18 17:42 UTC (5 hours ago)
(HTM) web link (commission.europa.eu)
(TXT) w3m dump (commission.europa.eu)
| Gormo wrote:
| It's funny that the EU pretends not to be a sovereign entity or a
| state in its own right, but then sets up legal frameworks like
| this. Even in the US, you can't set up a corporation at the
| federal level: apart from a handful of entities chartered via
| special acts of Congress, a business entity must exist under the
| laws of a particular state.
| dmitrygr wrote:
| They surely became a sovereign entity when they started fining
| member states (who are allegedly sovereign) for attempting to
| own their own border policy:
| https://www.hungarianconservative.com/articles/current/migra...
| matthewmacleod wrote:
| That obviously makes no sense. A club isn't a sovereign
| entity just because it has rules. Hungary is free to leave
| the EU and set a border policy that conflict with EU law if
| it wishes - but if it wants to remain part of that
| organisation, particularly one that has open borders thorough
| The Schengen area, then of course it needs to follow the
| rules.
| dmitrygr wrote:
| As UK showed, leaving EU is hard and EU will fight you on
| it as well as seek to penalize you
| dlahoda wrote:
| Sounds like EU deliberately evil?
| okanat wrote:
| EU didn't fight UK. UK fought EU to not lose their
| exorbitantly privileged status and benefits while leaving
| the club itself. They wanted to have their cake and eat
| it too. When they realized and decided that they will get
| none of the benefits, the finalization of the exit took
| merely weeks. EU is a huge privilege / opportunity for
| smaller countries. EU-6 doesn't need the other ones to be
| the second biggest market. If Hungarians want out, it can
| be done by the end of 2026 and you can enjoy being a
| proper vassal to neo-Soviets by 2027.
| joe_mamba wrote:
| _> EU-6 doesn't need the other ones to be the second
| biggest market. _
|
| That's where you're wrong. Where would German industry be
| today without the labor, suppliers, export market and
| cheap energy imports from the other non-EU-6 members?
| Especially after they denuclearized and derussified their
| energy sector and nuked their birthrates, and so rely on
| importing energy and workers from everyone to stay
| afloat. You can't claim you don't need them while you're
| importing their energy, labor, resources, doctors, etc.
| You can't treat your country like an economic zone, while
| ignoring all the economic transactions.
| okanat wrote:
| Germany had its biggest boom when there was no Schengen
| agreement. Most of the German labor came from Turkey, not
| from the smaller and less developed EU countries. Its
| immigration policy was targetted and more selective even.
| Germany doesn't import much energy from less developed EU
| countries either:
| https://www.iea.org/countries/germany/energy-mix#where-
| does-... most of them come from EU-6 and UK which makes
| sense since those countries have technology and resources
| to produce extra capacity. It's the same deal with France
| with its former and current colonies. They truly do not
| need to be in a union with the less developed countries
| to get those benefits. Same for Canada, Canada doesn't
| need to enter a union with a less developed country to
| get lots of immigration.
|
| I'm not saying that Germany (or other EU-6) doesn't need
| immigration. I'm an immigrant in Germany and I do support
| it for qualified and even non-qualified jobs. However, it
| is not a clear cut benefit to be in a union with emigrant
| source countries either.
|
| The current setup of EU is a toxic relationship for both
| sides though, it is a benevolent colonization setup.
| Allowing smaller post-Soviet countries without
| significantly investing and improving their economies and
| industries and their political stability before
| ascension, ended up very badly for the other ones. EU-6
| siphoned out all the labor, younger population and
| educated classes of post-Soviet countries, so now their
| populations are mostly old, resented people, the biggest
| businesses owned by EU-6 for only cheap labor. Those
| populations are really susceptible to authoritarian
| overtakes and the authoritarian governments like Hungary
| and Slovakia of today and Poland of past can block
| significant decisions with the veto right.
|
| EU is very beneficial for smaller countries however at a
| significant cost for both sides in a bad way. It worked
| best when the candidate / new member nation was already a
| significantly developed and industrialized part of Soviet
| Union like Baltics or Poland (for the most part, they are
| not 100% clear yet).
| joe_mamba wrote:
| _> Germany had its biggest boom when there was no
| Schengen agreement. _
|
| I'm talking about the state of the German economy of
| today, how it's deeply tied to non-Eu-6 countries in a
| big way. Their past economic success of a lone wolf, is
| irrelevant today when they're struggling. Different
| times. China wasn't even on the radar as a competitor
| back then and German cars were all the rave worldwide
| back then. Times have changed.
|
| _> Its immigration policy was targetted and more
| selective even._
|
| So why doesn't it want to be as selective anymore today?
| You know, like back their economic boom days you
| mentioned before.
|
| _> They truly do not need to be in a union with the less
| developed countries to get those benefits._
|
| Then what's the point of the EU if they can get
| everything they need without a union? Why doesn't Germany
| and France just leave the EU and take their money with
| them?
|
| Because you only focus on the argument of the German EU
| integration being all about importing cheap labor with
| your argument, but my argument is beyond that. For
| example, countless suppliers to Germany economy are in
| Poland, Romania, Slovakia, etc. And such trade and IP
| collaboration NEEDS an union. Same for defence parts for
| French companies that are now made in post-communist
| countries.
|
| _> The current setup of EU is a toxic relationship for
| both sides though, it is a benevolent colonization
| setup._
|
| It wasn't always like that though. Only in the last 10 or
| so years did the EU start to be authoritarian towards
| member states.
|
| _> EU-6 siphoned out all the labor, younger population
| and educated classes of post-Soviet countries_
|
| True, but guess what, for the first time ever, more post-
| Communist EU migrants are now leaving Germany and
| returning home, than the number migrating to Germany from
| post-Communist members. Reasons are many, but it seems
| like the days of Germany (and others) being the lands of
| milk and honey are over.
|
| _> Those populations are really susceptible to
| authoritarian overtakes_
|
| And German population _ISN 'T_?! They just prefer a
| different flavor of authoritarianism, one with nicer PR,
| where the jackboots are eco friendly, as they take you to
| court for "hateful" Tweets, stuff that doesn't happen in
| the post-Communist states.
|
| _> authoritarian governments like Hungary and Slovakia
| of today and Poland_
|
| Why are they considered authoritarian? Because they do
| what their voters want and not what the EU wants?
|
| _> can block significant decisions with the veto right._
|
| Good? Shouldn't nations be able to have a say themselves
| from EU decisions that might negatively impact them?
|
| I didn't hear many people calling the Austrian regime
| autocratic for constantly vetoing Romania and Bulgaria's
| Schengen memberships, despite those countries having met
| the criterias long before.
|
| So the "autocratic" label keeps being applied very
| inconsistently across the EU. Dare I say hypocritical.
| Rexxar wrote:
| It was only hard because UK wanted to stop immediately to
| participate to budget while continuing to benefit from
| already agreed multi-years policies.
| surgical_fire wrote:
| How, exactly, did the EU penalize the UK for leaving?
|
| Please, elaborate, I'll be waiting.
| gman83 wrote:
| The EU will fight you? If Texas tried to secede from the
| US, the government would send in the military. The EU
| "fought" them by not giving them a sweetheart trade deal
| on their way out the door?
| matthewmacleod wrote:
| Of course leaving the EU is hard. Membership has a
| significant effect on regulation and governance. The fact
| that something is hard also doesn't mean you aren't free
| to do it.
|
| It being "fought" or countries being "penalised" is a
| matter of opinion but not one I share.
| victorbjorklund wrote:
| It was super easy for UK to leave EU? No one tried to
| stop them. The "hard" part was that they wanted to keep
| some benefits of the membership after canceling the
| membership.
| joe_mamba wrote:
| Yeah, I don't get why Hungary is doing this. Just do like
| Italy, Grece, Romania, Croatia, etc do, and waive those
| migrants though, since they'll all go to places like
| Austria, Belgium, Germany, Sweden, etc, they won't stay in
| Hungary anyway, and this way you still get to cash those EU
| cheques and migration becomes someone else's problem.
| Malicious compliance FTW. If the holier-than-thou EU want
| no border checks, then fine, let them enjoy it. Hope EU
| leaders also have no locked doors or security at their
| place of living in Brussels to match the openness and
| inclusivity towards unvetted strangers of their border
| policies. Otherwise it's just hypocrisy.
| surgical_fire wrote:
| Are you really conflating the idea of Schegen with
| "keeping unlocked doors to your house"?
|
| Very quick way to show you are not willing to engage in
| ideas in good faith.
| joe_mamba wrote:
| _Sigh_ , another person that doesn't know, or refuses to
| acknowledge that Schengen means border free travel only
| for member states and visa holders, while still having to
| enforce borders and immigration rejections for non-
| members or those with no visas, but yet is accusing
| others of bad faith argumentation. Can you get more
| hypocritical than this?
| TacticalCoder wrote:
| > Hungary is free to leave the EU ...
|
| And Poland and Italy and the Netherlands and Luxembourg
| etc. are all free to voice their opinion as being members
| of the club.
|
| The EU is walking on thin ice: it doesn't exist since very
| long (at least not in that form) and the EUR is a very
| young currency that is _already_ in serious trouble, with
| most members of the eurozone deeply indebted (and one that
| already partially defaulted on its public debt, Greece).
|
| The hubris of people who think the EU can bully every
| single country into submission is insane. Many people
| aren't happy at all with what's going on in the EU. The EU
| screwed big times on nuclear (and recently acknowledged
| they fucked up on nuclear), became dependent on Russia for
| cheap energy (the US warned them this had potential to
| SNAFU and SNAFU it did) and now has one of the highest
| energy price in the world. Making it extremely hard for EU
| industries to compete with the rest of the world.
|
| There are also many people in the EU who believe that
| massively importing people from Africa and poor middle-
| eastern countries (I'm not saying all middle eastern
| countries are poor: I'm saying middle-eastern countries
| migration into the EU is mostly from poor middle-eastern
| countries) won't raise the living standard of the EU.
|
| The entire _" we decide which size cucumbers should have,
| we decide to break encryption to protect the kids, we
| decide to flood the continent with migrants, etc. and you
| STFU or you can get out"_ is not an acceptable posture.
|
| Also please let me laugh at the Schengen borders area: we
| saw how quickly those borders were closed during several
| occasion, including Covid. But lastly there have been
| police controls filtrating cars at the borders in Germany:
| got controlled twice last summer in Germany. So much for
| the free movement of people.
|
| My bet is the EUR is going to die a quick death (one of the
| most stupid currency every invented: cannot work with
| different fiscal laws and different productivity in the
| various eurozone countries). And my second bet is that this
| is going to put a lot of pressure on the entire EU thing.
|
| The EU is not doing well. The US and China's GDPs grew like
| crazy since the 2008 financial crisis while inflation-
| adjusted the EU barely moved.
|
| At some point people should do well to wonder if the EU
| construct ain't the root cause of the problem.
| surgical_fire wrote:
| Hungary can leave the EU if it wants. Article 50 exists for
| this.
|
| If it wants to stay in the EU it has to adhere to the bloc
| rules. It is not forced to stay in the EU (and, in fact,
| getting rid of Orban would not be such a bad idea). Hungexit
| when?
| RobotToaster wrote:
| Why leave when you can just keep breaking the rules and
| wait for the EU to kick you out?
| maartenh wrote:
| Elections are happening soon (April). It's not clear at all
| Orban will win this round of elections, see e.g.
| https://apnews.com/article/hungary-orban-magyar-rival-
| rallie...
| joe_mamba wrote:
| _> If it wants to stay in the EU it has to adhere to the
| bloc rules._
|
| What are you supposed to do when the bloc rules imposed
| upon you now, are not the ones that were agreed upon when
| you joined? Imagine your landlord or employer changes your
| contract without your consent and just tells you to walk if
| you don't like it. It wouldn't be legal anyway, but it
| would also be a dick move. I'm old enough to see how the EU
| of today is not the same it was just 20 years ago.
|
| @dosinga False. All those examples you gave, require
| bilateral agreement to be legal. At least in Europe. You
| can't unilaterally change a contract for both parties.
| dosinga wrote:
| Employers and landlords do that sort of thing all the
| time. Rent goes up, job descriptions change, return to
| office is suddenly required. And yeah, you can get a
| different job or a different home if you don't like it.
| victorbjorklund wrote:
| You are free to leave EU just like any other agreement.
| layer8 wrote:
| States joining the EU agree to transfer some of their
| competences to the EU, in exchange for the benefits that
| being a member brings. They participate democratically in
| the EU decisions like every other member state. They even
| have veto powers in some cases. If they feel that it
| isn't worth it anymore, they are free to leave.
| woodpanel wrote:
| Oh we all saw the true colors of the glorious and open and
| free-to-leave EU when Brits wanted to leave.
| victorbjorklund wrote:
| Yes, they were free to leave. No one stopped them from
| leaving the free trade area and having the exact same
| status as any other random country in the world. Or did
| you mean that Uk wanted to leave EU but keep all the good
| benefits? Like canceling Netflix and bitching about not
| being able to watch the latest series.
| woodpanel wrote:
| sure. It did just take 3 simple elections over many
| years, with open antagonizing, fearmongering and
| interference by the EU until they accepted defeat.
| riffraff wrote:
| Yes we did, the UK just left.
| layer8 wrote:
| It's a mix, some competences lie more with the EU, some remain
| more, or exclusively, with the member states: https://en.wikipe
| dia.org/wiki/Competences_of_the_European_Un.... Importantly,
| foreign policy and defense lies more with the member states. In
| addition, proposals by the European Commission must be approved
| by the Council (consisting of executives of all member states)
| in a qualified majority (at least 55% of member states and
| representing at least 65% of the total EU population) or in
| some cases unanimously.
| mrtksn wrote:
| EU is not a sovereign entity or a state but it needs to be and
| this is one step in that direction. EU eurocrats worked with
| the people affected of this and put together a proposal and the
| elected officials of each member state will vote on this.
|
| Anyway, I don't know about the exact wiring of this but an
| alternative can be to create a virtual country with its own
| law, sign a trade agreement with the country to give it full
| access to the EU market and even some special rights and
| achieve the same effect of getting rid of the regulations and
| bureaucracy. These arrangements can be very interesting, like
| the City of London which is like a country inside London that
| is actually a corporation. Very weird things are possible.
| riffraff wrote:
| You could setup a European company (SE) for 20 years or so,
| this is a new kind that solves some of the issues that one had.
|
| https://en.wikipedia.org/wiki/Societas_Europaea
| oytis wrote:
| You can easily hire a person from Ohio to work for your company
| incorporated in California without having a separate legal
| entity in Ohio. Not the case in EU.
| skissane wrote:
| > Even in the US, you can't set up a corporation at the federal
| level:
|
| This is only because the drafters of the US constitution didn't
| think to list corporations law as an enumerated power of
| Congress - I don't think they omitted it out of an ideological
| conviction, simply because nobody thought of it at the time.
| That said, given SCOTUS' expansive reading of the interstate
| commerce clause, there's a decent chance SCOTUS would let them
| get away with a federal corporations law, but they've never had
| the political will to attempt a general federal incorporation
| law
|
| The drafters of the Australian constitution did list
| corporations law as a power of the federal government-but they
| were working over a century later, and they studied the US
| system intently to try to identify what worked and what
| mistakes to avoid. However, it took until 1989 for a federal
| corporations law to be enacted, and then the High Court ruled
| in 1990 that the new federal corporations law was
| unconstitutional, because the corporations power in the
| constitution only authorised federal regulation of existing
| domestic corporations, not the act of incorporating them -
| however, this was fixed by a federal-state agreement
| voluntarily ceding corporations law power to the Commonwealth
| (this is another innovation the Australian constitution has
| compared to the US - the ability of the federal level to gain
| new enumerated powers without constitutional amendment, by the
| states voluntarily agreeing to cede them)
| dmitrygr wrote:
| > The objective is to enable innovative companies to operate
| under a single, harmonised set of EU-wide rules, covering
| relevant aspects of corporate, insolvency, labour and tax law.
|
| A good idea in theory
|
| > legal framework provides faster (within 48 hours), cheaper
| (maximum EUR 100) and fully digital company registration,
| simplified procedures throughout the company life cycle
|
| Did not expect this
|
| .
|
| If they deliver, this might actually make startups in europe a
| bit more common
| echelon wrote:
| > If they deliver, this might actually make startups in europe
| a bit more common
|
| Just in time for AI to make startups no longer possible for
| labor capital to undertake as financial capital alone (plus the
| hyperscalers) take the reigns.
|
| Once there's a $1M Claude Code button to implement an entire
| business, it's over. Engineeers and business folks and the
| startup hustle are over.
|
| I was hoping open source would save us, but it's not keeping
| pace with the leading edge of foundation models. Plus the
| hyperscalers own all of the infrastructure to run and scale
| anyhow. Piddly RTX cards are nothing in the face of this.
|
| This is tech (and humanity's) final "embrace, extend,
| extinguish".
|
| This is the last few years of startups.
| tfourb wrote:
| Brick and mortar stores, as well as service oriented
| businesses do exist and will continue to do so for the
| foreseeable future. Tech is not the entirety of business.
| nradov wrote:
| Nah. Very few start-ups succeed or fail because of speed of
| writing code, or lack thereof. And there is huge opportunity
| in areas where LLMs are barely helpful at all: for example
| new low-cost guided missiles (disruptive innovation in
| military affairs).
| jjmorrison wrote:
| The only antidote to bureaucracy is more bureaucracy.
| johannes1234321 wrote:
| Well, this part of bureaucracy tries to provide a single
| bureaucracy instead of 27 different ones.
| woadwarrior01 wrote:
| I think the question really is: What's better? One giant
| bureaucracy or 27 smaller (and competing) bureaucracies?
| ronsor wrote:
| Well, we've proven the 27 smaller, competing bureaucracies
| are creating plenty of their own issues. It's not like the
| US where 50 states (and yet more territories) actually
| compete on simplifying corporate law and offering strategic
| advantages.
|
| Corporate law is inherently somewhat bureaucratic; better
| simplify it and unify it if proven necessary.
| okanat wrote:
| Bureaucracies are not in competition though. They are
| intended monopolies. For a prospective company they are
| investment options, larger countries usually have larger
| bureaucracies but also larger labor markets.
| brainwad wrote:
| The second such attempt - there's also Societas Europaea.
| sherlock_h wrote:
| Even if it falls short on the ideal implementation via a
| regulation rather than a directive (the former mandating all
| states to adhere to a single implementation and the latter
| defining a framework that can be implemented by member states)
| this is still a huge accomplishment and a step in the right
| direction.
|
| And all done as a grass roots effort from a few dedicated and
| motivated folks like Andreas Klinger.
| jongjong wrote:
| I don't like the limited liability construct. There needs to be
| full liability shared between all stakeholders.
| krisknez wrote:
| Who does this?
| jacquesm wrote:
| That's the point: nobody except for dentists and lawyers. But
| it should be the norm.
| jongjong wrote:
| Yeah it's interesting. For any activity where rich people
| care about outcomes, suddenly they want full liability.
|
| We need to say no to diffuse harms and concentrated gains.
| jacquesm wrote:
| The biggest problem is the privatized gains/societal
| expenses. That's where the real accidents happen and with
| liability for shareholders and execs you can bet that a
| lot of corporate crime would simply never happen in the
| first place.
| nradov wrote:
| Well if you want to kill all innovation and economic growth
| then full shareholder liability is one way to do it.
| jongjong wrote:
| What kinds of innovations require protecting people from
| being held liable for harms that they participated in?
| Economic growth for whom and at whose expense?
| lucketone wrote:
| Its complicated.
|
| - It would discourage share buying.
|
| - somebody with control packet can do terrible things,
| while minority stock owners have no impact. Blame
| attribution might be tricky.
| victorbjorklund wrote:
| So just use a partnership?
| woodpanel wrote:
| This take basically defies every entrepreneurial experience as
| well as commercial history of the last 100s of years.
| pier25 wrote:
| So this basically makes the Estonian e-residency program
| obsolete?
| geff82 wrote:
| Will I be able to freely move between EU countries when I own
| such a company or will Germany tax 340% of the average profit of
| the last three years for doing so as they do now? People with
| German GmbH are essentially unable to move anywhere.
| storus wrote:
| I think you know the answer already. Another half-baked
| initiative. I can't imagine countries willingly losing their
| tax revenues.
| sauercrowd wrote:
| half baked? disagree, doing EU is hard - it's a bunch of
| fully sovereign countries trying/having to agree, and we're
| still figuring out how that could work.
|
| We'll need a bunch of steps like that, to get closer to the
| efficiencies we're hoping for.
| riffraff wrote:
| This is a legal framework, not a fiscal one, so presumably no.
| jacquesm wrote:
| > 340%
|
| Holy crap.
|
| > People with German GmbH are essentially unable to move
| anywhere.
|
| Well, that's not entirely true, but I can see how it might
| complicate things considerably.
| golem14 wrote:
| You can move _before_ you make a profit however ? Seems quite
| self defeating for Germany - all the companies that are about
| to break out will move out just before hitting profitability ?
|
| Noice!
|
| (I'm of course spitballing ;)
| woodpanel wrote:
| Unfortunately the foundational thinking behind this runs deep
| in German culture, stemming from the social upheaval of the
| early 1800s when a foreign colonizer introduced the (already
| natively sought) end of the estate system as a way to pit
| Germans against each other (and gain loyalists). The resulting
| loss of privileges agitated the heirs towards successful
| entrepreneurs: Labeling them as Traitors, Jews, and people that
| didn't deserve it. As modern Anti-Semitism was born out of this
| so was the tendency to see success of others with contempt and
| failure with glee. Though things have improved, you can still
| notice it.
|
| Apart from that: How is that de-facto locking in of individuals
| compatible with the EU's foundational freedom of movement?
| ant6n wrote:
| I was looking into using tokenize.it to get some of these
| benefits for a German GmbH. But I guess this eu inc will take
| years beige it exists.
| kkfx wrote:
| Another take to deny the need of a POLITICAL union. Anyway a
| large slice of the issue lay in the many different social
| security systems, the vastly different inheritance tax regimes
| (zero inheritance tax for some states, over 80% for others) and
| so on, having a company that exists as a state unto itself, but
| with employees from another state subject to its rules, doesn't
| simplify things; it only complicates them.
|
| What is needed is the arrest of the Commission for a coup d'etat
| and high treason, with its powers being transferred to the
| European Parliament.
| igoy_k62 wrote:
| good read. thanks for sharing
| iknowstuff wrote:
| Would you invest in e.g. a Croatian startup?
|
| I bet not, because you don't know their laws, and you don't want
| to litigate in Croatian. You also don't know the tax implications
| and chance is you will only find out when it's too late.
|
| So if an EU Inc happens, it needs to be based on a shared English
| law, otherwise it doesn't change much
___________________________________________________________________
(page generated 2026-03-18 23:01 UTC)