While the single market for goods is an established reality, that for businesses remains a fragmented patchwork.
Today, a start-up that is born in Milan and wants to expand in Lyon or Warsaw has to deal with three different bureaucratic, legal and tax systems.

An obstacle that costs billions of euros in consultancy and often pushes our talents to seek their fortune overseas.
The answer to this paralysis, according to some, has a technical name that is dominating the debate in Brussels: 28th Regime.

A ‘Legal cloud’ above national borders

The concept, forcefully relaunched by Enrico Letta and Mario Draghi‘s competitiveness reports, is not intended to replace the laws of individual Member States.
Instead, it is an optional regulatory framework in addition to the 27 already existing ones.

An entrepreneur will be able to choose to register his or her business not as an ‘S.r.l.’ or ‘GmbH’, but as an S.EU (Unified European Company). A sort of ‘corporate citizenship’ that allows one to operate across the continent with a single set of rules.

The heart of the challenge: the stock option revolution

The most innovative pillar of the 28th regime concerns talent management throughequity compensation.
To compete with the Silicon Valley giants, Europe proposes the EU-ESOP (Employee Share Ownership Plan) model, hoping to solve at least three historical knots:

• No more ‘dry taxation’: taxation is shifted to the moment of the actual sale of the shares(Tax at Sale), preventing the employee from paying tax on earnings that still only exist on paper.
  
• Total portability: a researcher can move between different EU locations without any changes or bureaucratic complications to his/her stock option plan.
  
• Certainty of Value: By introducing uniform valuation standards, legal certainty is ensured for both companies and employees before the tax authorities.

Beyond bureaucracy: flexibility and digitisation

The technical architecture of the S.EU provides other key competitive advantages:

• Digital-native’ incorporation: online registration in 48 hours through a single European portal, with standardised and translated statutes, eliminating cross-border notary costs.
  
• Modern governance: the possibility of issuing multiple voting shares, allowing founders to attract venture capital without losing strategic control of the company.
  
• Mobile capital and registered office: a symbolic share capital and the possibility of moving the registered office between member countries without having to dissolve and re-found the company each time.

The Italian case: from fragmentation to scalability

For Italian companies, the 28th Regime represents the solution to a historical paradox: despite having a vibrant ecosystem, Italy struggles to ‘scale up’ its innovations, i.e. to attract sufficient funding to disseminate them on a larger scale.

Let us imagine, for example, a start-up born at the Politecnico di Milano that develops software for medical diagnostics.

• Today, in order to hire a researcher in Munich or open a sales office in Paris, founders have to set up two new legal entities (GmbH or SAS), face notary and tax consulting costs that often exceed 30,000 euros, and manage payroll based on different legislations. Often, to avoid this nightmare, the start-up gives up on expansion or ‘sells out’ early on to a foreign giant.
  
• With the 28th Regime, the same start-up, registered as an S.EU, could hire throughout Europe as if it were in Italy. The employment contract and stock option package for the German researcher would follow the European standard, without having to open a new company in Germany.

Beyond the limits of Italian venture capital

In Italy, investment rounds are often smaller than in France or Germany. The 28th Regime would allow Italian start-ups easier access to large international investment funds (such as those in London or Silicon Valley).
These funds, in fact, are often reluctant to invest in an Italian S.r.l. because of the complexity of our civil code; an S.EU, on the other hand, having standardised governance rules and multiple voting shares, would finally make the Italian company ‘readable’ and attractive to any global investor.

But another crucial technical aspect for Italy concerns the handling of bankruptcy.
While the Italian system is still perceived as punitive and slow, the 28th Regime would introduce fast and harmonised liquidation procedures.
This would allow an Italian entrepreneur who has failed an innovative project to close the business within a certain timeframe and start a new project immediately, aligning with the ‘fail fast’ culture that dominates more competitive markets such as the US.

The roadmap: 2026 is the decisive year

After the public consultations in 2025, the European Commission aims to present the final legislative proposal in the first quarter of 2026. The challenge is not only technical, but political: to convince the member states that a common regime is not a cession of sovereignty, but a multiplier of economic power.

The 28th regime represents a fundamental and no longer postponable step towards real integration between the Member States. Beware, however: bureaucratic simplification alone is not enough if it does not go hand in hand with the creation of a true Single Market for Capital (CMU).

Only by breaking down the borders that still fragment European savings and investment can the Union finally unlock the resources needed to compete with other world powers in the coming economic challenges.
In an increasingly aggressive international context, ‘European Corporate Citizenship’ is the necessary condition for Europe to be not just a consumer market, but a hothouse of global champions ready for the future.