Common Position Paper of the Luxembourg Chamber of Commerce and the Luxembourg Chamber of Skilled Crafts and Trades on the European Commission Proposal for an EU Inc. Framework

The Luxembourg Chamber of Commerce and the Luxembourg Chamber of Skilled Crafts and Trades (hereinafter, the “Luxembourg Chambers”) welcome the European Commission’s initiative to introduce an optional European company law regime EU Inc. under the broader “28th regime” project, which aims to reduce legal fragmentation within the Single Market and strengthen the European Union’s competitiveness.

The Luxembourg Chambers welcome several key strengths of the EU Inc. proposal, including the choice of a regulation ensuring harmonisation and enhanced legal certainty, as well as automatic recognition across Member States. They also support its optional and inclusive nature, accessible to a broad range of companies, together with its high degree of flexibility in terms of incorporation, restructuring and mobility between regimes. In addition, they appreciate the fully digital approach, the “once-only” principle, the fast and low-cost incorporation process, and the modern and flexible corporate governance framework.

The Luxembourg Chambers highlight several concerns that could affect the effectiveness of the EU Inc. framework. They warn that the excessive reliance on national laws may lead to fragmentation, legal uncertainty and the emergence of divergent national versions of the EU Inc. They also stress the risk of inconsistent interpretation of the EU Inc. proposal due to the absence of a strong EU-level dispute resolution mechanism, as well as the limitations of the current BRIS system, which may not ensure full procedural harmonisation. Concerns are raised in relation to insufficiently defined preventive controls and overly short timelines, which may undermine the effectiveness of AML/CFT checks and increase risks of abuse. The Luxembourg Chambers further note that fast and low-cost incorporation does not address broader operational challenges, such as opening a bank account, obtaining financing or securing the necessary administrative permits. Finally, they question the need for additional insolvency rules, highlighting risks of overlap, legal uncertainty and insufficient creditor protection.

In conclusion, the Luxembourg Chambers support the EU Inc. proposal as part of the “28th regime” to strengthen the Single Market. The proposal is seen as a key tool to enhance competitiveness, digitalisation and cross-border mobility. However, its success will depend on establishing a coherent, reliable and predictable legal framework. Certain improvements are considered necessary to achieve these objectives. Overall, the Luxembourg Chambers remain confident in its potential to foster a more integrated and business-friendly European landscape.

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