Public Consultation on the 28th regime: an EU corporate legal framework and the role of Dutch Civil Law Notaries

Earlier this month the European Commission has published the public consultation on the 28th regime. The deadline for contributions is 30 September.

A Dutch civil law notary (notaris) plays a key role to help companies, in particular innovative ones, to set up, operate and attract investment in the European Single Market. At HVK Stevens, the legal team consisting of highly trained and experienced (deputy-) civil law notaries that are specialized in corporate law works daily with innovative start-ups and scale-ups and is consistently assisting its clients in cross border activities.

 

Background

The European Commission’s main focus in the current mandate is on enhancing EU competitiveness and promoting economic growth. EU company law plays an important part in this context as one of the key levers to provide companies with a competitive and business-friendly legal environment in the EU.

In January 2025 it was announced that the Commission would propose by Q1 2026 “a 28th legal regime to make it possible for innovative companies to benefit from a single, harmonised set of EU-wide rules wherever they invest and operate in the single market, including any relevant aspects of corporate law, insolvency, labour and tax law”. The March 2025 European Council conclusions called on the Commission to propose, “in line with the respective competences under the Treaties, an optional 28th company law regime allowing innovative companies to scale up”.

Companies – in particular innovative start-ups and scale-ups – still face a panoply of challenges innavigating the Single Market and need a comprehensive approach including actions in different policy areas to address them.

The future 28th regime will include an EU corporate legal framework i.e. a new set of corporate rules to help companies, in particular innovative ones, to set up, operate and attract investment in the European Single Market. This 28th regime refers to a unique legal approach within the European Union (EU) that creates an optional, EU-wide set of rules—existing alongside, but not replacing, national laws. This regime is designed to simplify cross-border activities, particularly for businesses, by offering a single, harmonized set of regulations that companies can choose to apply, rather than navigating the 27 different national legal systems of EU member states.

 

Dutch perspective on the 28th regime

From a Dutch perspective, the essence of the 28th regime is shaped by several core principles and concerns (inter alia summarized in Clingendael Policy Brief November2023)

• Pragmatism and Openness to Innovation: The Netherlands has traditionally favored practical solutions that enhance competitiveness and reduce administrative burdens. The 28th regime aligns with this by aiming to simplify rules, reduce costs, and foster innovation, especially for companies operating across borders.
• Preservation of National Sovereignty: Dutch policymakers and the public are often cautious about deeper European integration if it risks diluting national influence or sovereignty. The 28th regime’s optional nature is attractive because it does not impose new rules on those who prefer to stick with Dutch law, thus respecting national autonomy while providing an EU-wide alternative.
• Support for a Merit-Based, ‘Strict and Fair’ Approach: The Netherlands is known for insisting that EU reforms and new regimes must be based on clear, merit-based criteria. This ensures that any new legal framework, including the 28th regime, maintains high standards and does not undermine existing protections or the rule of law.
• Concerns About Complexity and Layering: While the 28th regime is intended to simplify, there is Dutch concern that it could add another layer of regulation rather than truly harmonizing the market. For the regime to be effective, it must provide a genuine alternative and not merely complicate the legal landscape.
• Economic Competitiveness: Dutch stakeholders see the 28th regime as a tool to boost the EU’s—and the Netherlands’—economic competitiveness by making it easier for businesses, especially SMEs, to operate across the single market without facing 27 different national rulebooks.

Dutch corporate law amendments could adapt to the simplified 28th legal regime in several ways, for instance:

• Streamlined Company Formation and Governance: Dutch law could introduce procedures allowing innovative startups and scaleups to incorporate and operate under a single, harmonized EU framework, bypassing the need to comply with 27 different national legal systems. This would simplify the process for Dutch companies expanding across the EU.
• Simplified Mergers, Demergers, and Conversions: Recent Dutch legislative changes already reflect a move toward simplification, such as expanding the scope for simplified mergers within corporate groups and establishing statutory frameworks for cross-border conversions and demergers. These changes reduce the need for extensive audits and allow for more direct mergers between group companies, which aligns with the goals of the 28th regime.
• Reduced Administrative Requirements: For certain transactions, such as mergers involving private limited liability companies, Dutch law has already removed requirements like auditor statements on share value, making procedures faster and less costly. Adapting further to the 28th regime could extend such simplifications.
• Harmonized Insolvency and Transparency Rules: Dutch insolvency law could be amended to reflect EU-wide standards, focusing on asset preservation, directors’ duties, and transparency—areas highlighted in current EU proposals. This would make it easier for Dutch companies to handle financial distress across borders.
• Employee Participation and Stakeholder Protection: Dutch law may need to adjust rules around employee participation in cross-border transactions, ensuring consistency with EU requirements for negotiating with employees during mergers, demergers, or conversions.
• Optional Participation: All these amendments would be optional—Dutch companies could choose to operate under the 28th regime or stick with existing Dutch law, preserving flexibility and legal certainty.

By implementing these adaptations, Dutch corporate law would support innovative companies aiming to scale across the EU, reduce legal complexity, and enhance competitiveness while maintaining national legal autonomy.

In summary, the essence of the 28th regime from a Dutch perspective is its potential to foster innovation and competitiveness through optional, harmonized EU rules—provided it remains truly voluntary, respects national sovereignty, and avoids unnecessary complexity. The Dutch approach is pragmatic: if the regime works and delivers tangible benefits, it will be supported; if it risks undermining national interests or adds red tape, it will face skepticism.

 

Role of Dutch civil law notaries

Dutch civil law notaries are public officials responsible for authenticating legal acts, drafting notarial deeds, and providing legal certainty in transactions such as property transfers, company incorporations, and estate settlements. They play a crucial role in:

• Authenticating and formalizing legal documents required for business operations, including company formation and real estate transactions.
• Providing legal advice and ensuring compliance with national and, where applicable, EU legal frameworks.
• Safeguarding public interests by acting as impartial advisors and verifying the legality of transactions.

Possible Impact of the 28th regime on Dutch civil law notaries

1. Shift in Legal Framework

• • The 28th regime introduces an optional, EU-wide legal framework that companies can choose instead of national rules. This may reduce the reliance on national law for certain transactions, potentially diminishing the centrality of Dutch civil law notaries in cross-border company formation and restructuring.
  • Dutch civil law notaries may need to familiarize themselves with both Dutch and 28th regime rules to advise clients who opt for the EU-wide framework.

2. Increased Cross-Border Transactions

• • The harmonization of company law and related areas is likely to increase cross-border legal activity. Dutch civil law notaries could see more demand for their services from companies seeking to operate under the 28th regime, especially for authenticating documents recognized across the EU.
  • civil law notaries may need to adapt their practices to accommodate new types of EU-wide legal entities and procedures.

3. Potential Reduction in Regulatory Barriers

• • The 28th regime aims to reduce regulatory burdens and streamline compliance. This could simplify some notarial tasks but may also lead to a decrease in the number of procedures requiring mandatory notarial involvement, especially where EU law supersedes national requirements.

4. Professional Adaptation and Training

• • Dutch notaries will likely need ongoing professional development to stay current with the evolving EU legal landscape and the specifics of the 28th regime.
  • The Royal Dutch Association of Civil-law Notaries (KNB) may play a greater role in guiding notaries through these changes and ensuring quality standards are maintained.

 

Conclusion

Dutch civil law notaries will remain important as impartial legal advisors and authenticators. However, the 28th directive could reshape their role, requiring adaptation to a more harmonized, cross-border legal environment and potentially altering the scope of their mandatory involvement in certain transactions. Proactive engagement with EU developments and ongoing professional training will be essential for Dutch civil law notaries to maintain their relevance and provide value in the evolving European legal landscape.

We will continue to watch the developments around the 28^th regime closely. Willem will do so from both his position as a notary as well as a member of the working group Company Law of the CNUE. If you have any questions in the meantime, please do not hesitate to ask.