The European Union recently announced the creation of a “28th legal regime”, aimed at simplifying the creation and management of companies on a European scale. Presented as a lever for competitiveness against the United States, this new framework aims to reduce legal fragmentation between the 27 member states.

However, behind this ambitious announcement lies a fundamental question:

Cs the system a genuine operational revolution for entrepreneurs, or a framework that is still immature in the face of national administrative realities?

This article offers an in-depth strategic and legal analysis of the 28th regime, based exclusively on the European Union's institutional guidelines.

The 28th regime: a unified European legal framework

The project supported by European Commission aims to introduce a optional legal form, separate from the 27 existing national schemes.

Official objectives

According to the European communications, this scheme aims to :

• simplify business start-ups (reduced costs, accelerated procedures)
• enable smooth cross-border operation
• reduce legal and administrative costs
• make the EU more attractive to the United States

The ambition is clear: to create a single market for businesses, The single market for goods and services.

An essential clarification: not a tax system

Contrary to some media interpretations, the 28th :

• Does not harmonize taxation
• Does not affect corporate income tax
• No direct tax arbitrage

Official EU position

The Commission insists on one fundamental point: taxation remains a Member State competence

Thus :

• corporate income tax still depends on actual tax residence
• transfer pricing, permanent establishment and economic substance rules remain applicable

The real issue: the dissociation between law and practice

On paper, the 28th plan brings simplification. In reality, one major question remains:

Are national administrations ready?

Structural problem

The European Union is not a federal state:

• each country retains :
  • its tax authorities
  • its commercial register
  • its legal practices

Result: a single framework... applied by 27 different systems

Case study: the risks of national interpretation

Let's take a concrete example with the Portugal, This example can be applied to France.

Identified risks

• conservative interpretation of new structures
• administrative slowness
• uncertainties about :
  • registration
  • tax obligations
  • accounting treatment

In practice :

• longer lead times
• additional documentary requests
• risk of requalification

The critical point: legal disputes

One of the major blind spots in the 28th regime concerns the management of disputes.

Open questions

• Which court has jurisdiction?
• Which law applies in the event of a dispute?
• How to reconcile European and national law?

Risks for companies

• legal uncertainty
• slow procedures
• lack of case law

Unlike in the U.S., it does not yet exist:

• a specialized European corporate court
• consolidated doctrine
• decision-making history

Comparison with the American model

The American model is based on :

• a clear articulation between federal and state law
• abundant case law
• strong legal predictability

Key example

Delaware has become a global standard thanks to :

• specialized justice
• quick decisions
• a high level of legal certainty

The European Union is attempting to replicate this model, but does not yet have the equivalent institutional infrastructure.

The EU's real objective: a political compromise

The 28th regime is not intended to replace the States.

It aims to :

• simplify the legal structure
• without questioning :
  • taxation
  • employment law
  • economic sovereignty

Strategic translation

• ✔️ simplifying the framework
• ❌ no transfer of power

Operational limits for contractors

Short-term (0-5 years)

• administrative uncertainty
• low adoption
• cautious accounting

Medium-term (5-10 years)

• first jurisprudence
• gradual stabilization
• partial adoption

Long term

• possible standardization
• but dependent on political will

Real impact for entrepreneurs and scale-ups

For small contractors

Major risk :

• poor understanding
• belief in tax optimization
• exposure to adjustments

For scale-ups

Different issues :

• legal certainty
• investor appeal
• fluidity of lifts

Current reality

• investors prefer :
  • proven structures
  • foreseeable jurisdictions

Today, the 28th regime suffers from :

• lack of hindsight
• lack of confidence
• lack of standardization

Conclusion

The 28th European regime is an ambitious initiative, necessary and consistent with the desire to strengthen the single market.

However : the main obstacle is not legal, but institutional

Summary

✔️ Highlights

• potential simplification
• european strategic vision
• lower creation costs

❌ Weak points

• lack of case law
• lack of administrative preparedness
• uncertainty in the event of a dispute

The 28th plan should not be analyzed as a tax tool, nor as an immediate solution for structuring a high-growth company. It is a long-term structuring project.

But today: a company doesn't live in a text of law, it lives in an administration, a court and a tax system, and on these three pillars, the European Union is still in the construction phase.