Electronic Filings in EU Company Law and the 28th Regime Option for Small and Medium-Sized Enterprises

The article evaluates the EU’s proposal for a “28th regime” of company law, centred on a European Start-Up and Scale-Up Company (ESSU) and improved electronic filing, and assesses its feasibility amid persistent Single Market fragmentation. Despite SMEs dominating the EU economy, national divergences in incorporation rules, authentication, language, and administration continue to obstruct cross-border growth. The First Digitalisation Directive, aimed at modernising formation through online procedures and interoperable registers, produced uneven and often restrictive national transpositions, as shown by case studies in Germany, Belgium, and Estonia. The article then considers Digitalisation Directive 2.0, which introduces enhanced interoperability, an EU Company Certificate, electronic powers of attorney, and the “once-only” principle, but whose impact depends on Member States’ implementation and real-world acceptance of digital documents. Finally, it analyses the ESSU proposal, concluding that meaningful success requires administrative capacity, political commitment, and stakeholder education to avoid repeating past under-realised harmonisation efforts.