EU Inc. is the European Commission's proposed pan-European company form (COM/2026/321), currently being negotiated. The UK private company limited by shares (Ltd) is the standard British corporate form, governed by the Companies Act 2006, with around 4 million entities active. The UK is no longer an EU member state, which makes this comparison a different shape from the others. For the EU Inc. explainer, see What is EU Inc..
Quick verdict
For founders setting up today with UK-based operations, the Ltd is the right call. Cheap, fast, with EMI stock options for qualifying employees. EU Inc. doesn't help you here because the UK is outside the EU.
For founders setting up once EU Inc. is law with EU-based operations, EU Inc. should be the default. A UK Ltd serving EU customers requires more substance and post-Brexit setup overhead than people remember.
For groups operating both UK and EU, EU Inc. plus a UK Ltd may be the right answer, depending on where revenue and headcount sit. This is a structural decision worth getting advice on.
Side-by-side
| Dimension | EU Inc. (proposed) | UK Ltd |
|---|---|---|
| Cost to incorporate | Target under €100, no notary fee | £12 online filing fee, no notary |
| Speed | Target under 48 hours | 24 hours online via Companies House |
| Minimum share capital | Zero | £1 (effectively zero) |
| Notary required | No, fully digital | No, never required |
| Governance | EU regulation defines the framework | Companies Act 2006, model articles or custom articles. Director and shareholder structure |
| Cross-border recognition | Recognised by regulation in all 27 EU member states | Outside the EU since 2020. Recognised internationally but not under EU regulation. Substance and tax tests apply for EU activity |
| Digital incorporation | Digital-by-default, end-to-end | Fully digital via Companies House |
| Stock options | EU-ESO with tax deferred to disposal event | EMI for qualifying companies (extremely tax-efficient), CSOP, or unapproved schemes |
| Tax layer | No EU-specific tax. Taxed where management actually sits | Corporation tax 25% (small profits rate 19% on profits up to £50,000) |
| Status today | Proposal published 18 March 2026, not yet law | Available, ~4m active entities, longstanding default |
When the UK Ltd still wins
UK-centred operations. If most of your team and revenue are in the UK, the Ltd is the right form. EU Inc. is an EU regulation and does not extend to the UK. Using it for UK operations would create more friction, not less.
EMI stock options. EMI (Enterprise Management Incentive) is one of the most tax-efficient employee stock-option schemes in the world. Qualifying companies grant options at strike price equal to fair market value, employees pay only capital gains tax at sale (typically 14% under Business Asset Disposal Relief on the first £1m of qualifying gains, 24% above). Nothing in EU-ESO matches this for UK-resident employees, because EU-ESO is an EU instrument.
Holding-company structures with UK operations. Groups with material UK presence sometimes use a UK Ltd as a holding entity above non-UK subsidiaries. EU Inc. doesn't change the case for that.
When EU Inc. would win, once it's law
- Your team and revenue are EU-based and you've been using a UK Ltd post-Brexit out of inertia.
- You're hiring EU employees and want a single stock-option scheme that works for them.
- You want EU corporate-tax residency from day one rather than navigating UK-vs-EU effective management tests.
- You're scaling cross-border in the EU and a UK base is creating overhead with no offsetting benefit.
Bottom line
If your operations are genuinely UK-centred, stay with the Ltd. The form is excellent and EMI is hard to beat. If your operations are EU-centred and you're using a UK Ltd, that's a structural mismatch that EU Inc. should fix once it's available. If you operate across both, get specific advice. Brexit-era setups frequently use both, and the right structure depends on where revenue, headcount, and decision-making actually sit.
To get the launch email when EU Inc. opens for registration and conversion, join the waitlist.
Sources
- EU Inc. proposal: COM/2026/321.
- UK Companies Act 2006: legislation.gov.uk.
- UK incorporation: gov.uk, Companies House.
- EMI scheme: HMRC.
- Full source list on Sources.