The main selling point of the EU Inc. is simplicity: a single, uniform corporate form, incorporated digitally and with minimal administrative burden, designed to offer the predictability that pan-European scaling requires. That ambition of uniformity, however, is not achieved when it comes to mechanisms for resolving shareholder disputes — a particularly significant gap for EU Inc. companies with shareholders from multiple Member States.
The Regulation opts in Article 4 for a ‘gap-filling’ technique: anything not expressly governed by the Regulation or the articles of association falls back on the national law of the Member State in which the registered office is located. This applies in particular to the bulk of dispute resolution. The proposal therefore contains no autonomous European framework for shareholder dispute resolution and does not harmonise classic mechanisms such as squeeze-out or sell-out rights, exclusion claims, deadlock procedures, or mandatory mediation or arbitration.
The proposal does include one limited mechanism for minority shareholder protection. Article 52 provides for a withdrawal right where a shareholder is confronted with ‘oppressive conduct’. This bears some resemblance to the classical exit remedy found in Belgian company law (arts. 2:68–2:69 of the Companies and Associations Code, ‘CAC’). Its scope is, however, uncertain: in the preamble, recital 37 situates this mechanism explicitly in exceptional cases of serious prejudice to minority shareholders, which sets a high threshold. Furthermore, the procedure, valuation methodology and time limits are not harmonised — these too fall therefor back on national law.
Whoever incorporates an EU Inc. therefore chooses not only a corporate form, but also a national legal environment that will shape how any disputes play out. The choice of registered office thus becomes a highly strategic decision — not only for tax or reputational reasons, but also from a dispute resolution perspective.
For an EU Inc. with its registered office in Belgium, Belgian company law serves as the residual framework. In practice, this means that a Belgian EU Inc. will rely heavily on the CAC — including the case law and doctrine developed around it — for everything the Regulation does not exhaustively address.
The CAC offers a relatively comprehensive toolkit for shareholder disputes, including:
A Belgian EU Inc. thus combines — whether by design or by default — two layers of protection: the limited European withdrawal right on one hand, and the more comprehensive Belgian dispute resolution toolkit as residual law on the other. This provides a safety net, but also adds complexity: it is not always clear which legal basis takes precedence, nor whether shareholders from different Member States are aware of these implications.
At the same time, this hybrid model actively encourages forum shopping. In the Netherlands, the Enterprise Chamber (“Ondernemingskamer”) of the Amsterdam Court of Appeal — a specialised court with extensive experience in shareholder disputes and inquiry proceedings — offers an attractive alternative. By contrast, those operating under Irish or Estonian law will encounter a strongly contractual approach, in which the shareholders’ agreement is the central instrument and statutory dispute resolution mechanisms play a more limited role.
Given the limited harmonisation at European level and the divergent legal traditions that have developed across Member States in the domain of dispute resolution, EU Inc. entrepreneurs seeking predictability will largely need to achieve this through contract.
Those wishing to prevent or manage disputes would do well to develop a carefully considered contractual framework in advance, paying particular attention to the following provisions:
Contractual arrangements of this kind can prevent a significant proportion of shareholder disputes from ever reaching the statutory dispute resolution mechanisms. In this respect, the EU Inc. does not fundamentally depart from the existing reality.
One practical point worth noting: by departing from the proposed EU Inc. model articles, parties lose access to — among other things — the fast-track 48-hour incorporation procedure, and will instead need to allow for up to five business days.
The EU Inc. promises simplicity, scalability and European uniformity. When it comes to shareholder disputes, the current proposal delivers on that promise only to a very limited extent. It introduces one noteworthy minority protection right — the withdrawal remedy in cases of oppressive conduct — but leaves the remainder of dispute resolution to national law and contractual arrangements.
The ongoing legislative process still offers an opportunity for deeper harmonisation. Possibilities include mandatory specialised courts, a harmonised alternative dispute resolution mechanism, or a minimum floor for minority shareholder protection.
Pending such developments, the advice that has long guided practitioners remains equally valid for EU Inc. entrepreneurs and investors: be as contractually self-sufficient as possible. The law provides a safety net; the articles of association and the shareholders’ agreement are the real foundation.