The EU Inc. proposal is a major step forward for the internal market, notably through digital formation, harmonised company law, and potentially the EU‑ESO with taxation deferred to disposal. However, several targeted adjustments are needed to ensure it works for biotech and deeptech scaleups, spin-outs and founder-led companies.

First, Article 20 should extend the once-only principle, on a voluntary basis and without prejudice to sector-specific law, to key EU sectoral agencies (e.g. EMA, EFSA, ECHA), with the scope defined by the implementing act. National regulatory and innovation funding bodies should accept the European Unique Identifier as a primary identifier. This would remove duplicative filings and improve interoperability without expanding competencies.

Second, Article 65 should better protect commercially sensitive early-stage IP. While maintaining expert valuation, liability safeguards and register filing, public disclosure should be limited to asset descriptions, valuation methods and the expert’s confirmation. Valuation figures should remain accessible to competent authorities and persons with a legitimate interest. The value requirement should be moved from publicly filed articles to an accompanying declaration under the same access regime.

Third, Article 78 (EU‑ESO) should be recalibrated. The mandatory 24‑month exercise lock-up is longer than comparable regimes and, combined with non-transferability and a 25% ownership exclusion with a 24‑month look-back, disproportionately affects founders in early-stage companies. For companies active in STEP-critical technology sectors, the waiting period should be reduced to 12 months (self-declared at issuance, subject to verification). Vested warrants should be exercisable in standard cases (departure, acquisition, death). The categorical 25% exclusion should be replaced with adjusted terms (a higher strike price and a shorter term), or, at a minimum, be limited to holdings at issuance without a look-back. These changes remain within the scope of Article 114 TFEU and do not affect tax treatment.

Finally, Article 103 is welcomed as a key safeguard ensuring EU Inc. companies are not discriminated against across Member States. A recital should clarify that the equal-treatment obligation also covers facially neutral criteria that have discriminatory effects in practice.

Please see our detailed position paper supporting these proposals.