1. Cap table and control

Who holds what, and who decides what, is a founding-team question that no EU instrument answers for you. The proposal removes one constraint rather than replacing your structure: Article 62(1) requires no minimum capital, and Recital 52 confirms EUR 0. Settle the split, the voting arrangements and the vesting on their own merits, before the filing mechanics matter.

2. Option design

Article 78 sets the plan rules as drafted. Eligibility is restricted to board members and employees of the company and its subsidiaries, and excludes anyone who holds, directly or indirectly, shares carrying more than 25% of the voting rights or of the rights in the proceeds, or who held such shares in the preceding 24 months. Warrants are non-transferable and issued for no consideration, and the general meeting must set a waiting period of at least 24 months before exercise. Article 79(2) would move the tax point to the disposal of the shares rather than grant, vesting or exercise, with the amount and its treatment left to national law under Article 79(3).

The tax layer is also the least settled part of the file. Fifteen member states commented on Article 79 in the Council drafting document, across 32 interventions. Estonia, Luxembourg and Sweden each question whether Article 114 TFEU is the correct legal basis for a tax provision; Czechia warns that including tax rules raises the risk of a challenge before the Court of Justice; and Luxembourg states it cannot endorse the principle of including Article 79 at all. Design the pool, the eligibility and the vesting now, and plan on the assumption that the tax treatment stays national.

Council document WK 9143/2026 INIT of 26 June 2026, member-state drafting suggestions, 21 of 27 member states contributing.

3. Where the registered office sits

Article 4(2) sends everything the Regulation does not cover to the national law of the member state where the registered office sits, in whichever national legal form that state designates. Article 12 puts employee participation under the same state's rules. Article 9 requires only that the registered office and the central administration or principal place of business are in the Union, and nothing in the text ties the office to the state where the company actually operates.

That makes the office choice a substantive decision about which national law fills the gaps, not an address. Article 4 is also one of the most contested provisions in the file, drawing 45 interventions from 16 member states in Council document WK 9143/2026 INIT of 26 June 2026 (21 of 27 member states contributing).

4. Conversion timing

Article 21(1)(a) opens a domestic conversion route, then Article 21(2) leaves the procedure itself to national law. Article 21(4) blocks conversion until two years after registration or until two sets of annual accounts have been approved, and Article 21(6) applies the same lock-up on the way back out.

Tax neutrality on conversion is not addressed anywhere in the proposal, and no member state raised it in Council document WK 9143/2026 INIT of 26 June 2026 (21 of 27 member states contributing). For a company that already trades, whether conversion is a taxable event in its own jurisdiction is the first question for its tax adviser, and nothing in the current file will answer it.