Cork: The EU Inc company law proposal lost its insolvency chapter on 23 October 2026, when the Council adopted its negotiating mandate on the new corporate regime for innovative companies. Ministers kept the idea of a single European company form but pushed liquidation rules for failed startups back to national law, a change that reshapes what founders can expect from the 28th regime.

The Commission wanted a simplified digital winding-up procedure for startups, backed by mandatory e-auction platforms. The Council deleted that chapter, and the text now says insolvency lies outside the regulation. Irish Industry Minister Peter Burke, whose government holds the Council presidency, pointed to forthcoming negotiations with the European Parliament as the next step for the EU Inc company law.

Several features survive. A company may be declared null only by a court and only on an exhaustive list of grounds, and third parties have six months from publication to challenge. Digital once-only filing applies to all liquidations under the EU Inc company law. A fast-track route lets solvent companies wind up with creditor consent, and creditors then have 30 days to object, while tax and social security authorities also receive 30 days, extendable once by another 30 days. Directors become personally liable if they give false consent.

On registration, the Commission pitched online incorporation within two days at a maximum cost of €100. The Council text lets member states refuse registration on anti-money-laundering, counter-terrorist-financing or other criminal-activity grounds under national law. That safeguard in the EU Inc company law answers worries from finance ministries, but it also gives national registrars a lever that founders will watch.

Employee participation follows the rules of the state where the company has its registered office. The Council added an option so that compliance is ensured where thresholds are exceeded in another member state in which the company operates, and companies keep flexibility over how they comply. Stock option provisions apply to a narrower group of small mid-caps, defined as firms with 750 employees and €150 million in turnover.

Timing changed as well. The Commission proposed that the rules apply after 12 months, and the Council extended that period to 21 months. Governments say the EU Inc company law needs time because national registries need time to adapt their systems, while startup groups warn that every added month weakens the case for a regime meant to make Europe a better place to scale.

The European Council has called for agreement by the end of 2026, which leaves little room for a long fight with Parliament. MEPs must now set their position, and trilogue talks follow. The outcome will show whether the EU Inc company law becomes the single, digital and quick regime that was promised, or a thinner framework that leaves the hardest questions to capitals.