EU Inc vs a Delaware C-Corp: What Founders Should Know
Delaware is real and available today; EU Inc is a proposal that aims to give Europe its own standardised, investable company. Here's how the two stack up.
Bottom line: if you incorporated a startup today, a Delaware C-Corp would be a real, available, well-understood option, and EU Inc would not. EU Inc (often called the "28th regime") is a proposal moving through the EU legislative process. It is not yet law, and you cannot register one right now. This article compares what a Delaware C-Corp gives founders today against what EU Inc aims to offer, so you can decide what to do now and what to wait for.
A quick note on who we are: euincregistration.com is an independent service, not an official EU body, and we are not affiliated with or endorsed by the European Union. We help founders get ready so they can act quickly if and when EU Inc becomes available. For the background, see what EU Inc actually is.
Why founders keep "flipping" to Delaware today
For years, European founders raising venture money have often ended up creating a US parent company, usually a Delaware C-Corp, and putting their operating company underneath it. This "flip" is not fashion. It solves concrete problems that Europe's fragmented company law has not.
- Predictable case law. Delaware's Court of Chancery is a specialised business court with decades of decisions on corporate disputes, fiduciary duties, and M&A. Investors and lawyers can reason about likely outcomes, which lowers perceived risk.
- Investor familiarity. US venture funds, and many international ones, know how to underwrite a Delaware C-Corp. Diligence is faster when the structure is the one everyone already understands.
- Standard documents. There is a shared paperwork stack, most famously Y Combinator's SAFE, plus standard stock purchase agreements and board consents. Standard docs mean lower legal fees and fewer negotiations from scratch.
- Easy stock and options. Issuing common and preferred stock, setting up an option pool, and granting options to employees is routine. This matters enormously for hiring and for later funding rounds.
- One legal home. A founder in Berlin, an investor in London, and an engineer in Lisbon can all point to a single company under one body of law, rather than juggling 27 national company regimes.
The cost side is real too, though modest relative to the benefits: Delaware charges an annual franchise tax and a registered-agent fee, and there are filing costs. Figures change, so check current Delaware Division of Corporations rates rather than relying on a number in an article. The bigger downside for European teams is tax and administrative complexity from running a US parent over an EU operating company, plus the sense that value and jobs are being "exported" out of Europe.
What EU Inc proposes to match
EU Inc is the startup ecosystem's answer to exactly this pattern. The argument is that founders flip because Europe offers no single, standardised, investable company, so the fix is to create one. The idea gained momentum through the Draghi report on European competitiveness (published September 2024), Enrico Letta's 2024 single-market report "Much More Than a Market", and a founder-led open letter and petition backed by people across the European startup world. A "28th regime" was also referenced in the European Commission's 2024–2029 political guidelines and later strategy documents.
As proposed, EU Inc aims to provide:
- A single company form that works consistently across all EU member states, sitting alongside the 27 national regimes rather than replacing them (hence "28th").
- Digital, cross-border incorporation, with the goal of setting up online in days rather than navigating one country's notary and registry process.
- Standardised, investor-ready governance and paperwork, so a fund anywhere in the EU can back it without bespoke structuring each time.
- Workable equity and employee stock options, an area where national rules across Europe differ widely and are often founder-unfriendly. How this lands in the final text matters a lot; see stock options under EU Inc.
Treat every one of these as an aim, not a delivered feature. The details that make a company form actually investable, tax treatment, option rules, minimum capital, and governance defaults, are exactly what gets negotiated and can change before anything is adopted.
Delaware C-Corp today vs EU Inc as proposed
| Dimension | Delaware C-Corp (today) | EU Inc (as proposed) |
|---|---|---|
| Status | Real and available now. You can incorporate today. | Not available. A legislative proposal under negotiation. You cannot register one yet. |
| Legal certainty | Decades of Court of Chancery case law. | Aims for a harmonised EU framework; untested until adopted and used. |
| Investor familiarity | Very high, especially with US and global VCs. | Aims to become the EU standard; no track record yet. |
| Standard documents | Mature (YC SAFE, standard stock and board docs). | Intends to create EU-wide standard docs; not yet defined. |
| Stock and options | Routine to issue stock and grant options. | Aims to enable workable pan-EU equity and options; specifics pending. |
| Geographic base | US parent; may sit over an EU operating company. | Intended to be natively EU-based across all member states. |
| Setup and running cost | Filing fees, annual franchise tax, registered agent (check current rates). | Aims for low-cost digital setup; fees not finalised. |
| Timeline | Available immediately. | Depends on EU legislative negotiation and transposition; no firm date. |
For context on progress: the European Commission published a legislative proposal for EU Inc in 2026, which then entered negotiation between EU institutions and member states. A published proposal is a meaningful step, but it is not adopted law, and negotiation can change the substance and the timing. We do not give a launch date because no reliable one exists.
Who should care, and who can relax
You should be paying attention if you are an early-stage founder raising or about to raise venture capital, if you have investors or team members spread across multiple EU countries, or if you have felt pressure to flip to Delaware mainly to satisfy investors rather than for genuine US market reasons. EU Inc is aimed squarely at you.
You can worry about it less if you are a local, bootstrapped, or single-country business well served by your national company form, or if you have specific reasons to be a US company (US customers, US fundraising, a US-based team). In those cases a national entity, or a Delaware C-Corp, may remain the right answer even after EU Inc exists. Non-EU founders have their own considerations, which we cover in non-EU founders.
Not law yet, so prepare now
Here is the honest summary. Today, if you need to incorporate, your realistic options are a national EU entity or a Delaware C-Corp; EU Inc is not one of them. EU Inc is a serious proposal with real political backing, and it could meaningfully change the calculus, but it has not been adopted and could still change. So the sensible move is not to wait passively, and not to assume it is here. It is to get ready: keep your structure clean and flexible, avoid rushing an irreversible flip purely on FOMO, and stay informed so you can act the day a real option lands.
If you want to be first in line when that happens, you can join the EU Inc waitlist. It costs nothing and does not register anything today (nothing can be registered yet); it simply means we will let you know the moment EU Inc moves from proposal to something you can actually use.