For twenty years, the Delaware C Corp has been the default structure for venture-backed startups worldwide. Not because it's the best corporate form ever designed, but because it's the one the US venture ecosystem standardised around.
The EU-Inc, expected to launch in 2027 [1], is Europe's answer. A single corporate form recognised across all 27 member states, designed specifically for startups and high-growth companies. Here's how they compare.
Incorporation
Delaware lets you incorporate online in under 24 hours through services like Stripe Atlas [2] or Clerky. The process is streamlined because it's been optimised over decades — Delaware earns over $2 billion annually from entity formation fees and franchise taxes.
EU-Inc proposes 48-hour fully digital incorporation [1] through a central EU-level registry. One registration, valid across all member states. No notary visits, no in-person requirements. English as the default language.
Today, incorporating in a single EU country can take days to weeks depending on jurisdiction. Cross-border operations require separate registrations. The EU-Inc collapses this into a single step.
Fundraising instruments
Delaware's advantage here is standardisation. The SAFE (Simple Agreement for Future Equity), created by Y Combinator [3], is the de facto instrument for early-stage fundraising. Every US VC lawyer knows it. Templates are free. Negotiation happens at the margins.
Europe has no equivalent. Each jurisdiction has its own convertible instrument — Swedish convertibles work differently from German ones, which work differently from French ones. Cross-border rounds mean adapting documents for each investor's jurisdiction.
The EU-Inc proposal includes the EU-FAST (Founder Agreement for Simple Transition) [4] — a standardised early-stage investment instrument designed for EU law. One document, one legal framework, understood by investors across the continent.
This alone could save European founders tens of thousands in legal fees per round.
Stock options and equity compensation
This is where Delaware has historically dominated. Section 409A governs stock option valuation with clear rules. ISOs and NSOs are well-understood. Every cap table tool, every lawyer, every accountant knows the system.
In Europe, stock options are a mess. Each country has different tax treatment for option grants, exercises, and sales. A Swedish ESOP looks nothing like a German one. Hiring across borders means managing multiple option schemes with different rules, different tax implications, and different reporting requirements.
The EU-ESOP [5] would create a single equity compensation framework across the EU. Standardised tax treatment at grant, exercise, and sale. One scheme that works whether your employee is in Berlin, Barcelona, or Bucharest.
For any startup hiring across Europe — which is most of them — this is transformative.
Corporate governance
Delaware's Court of Chancery is the gold standard for corporate dispute resolution. Decades of case law provide predictability. Investors trust it because outcomes are knowable.
The EU-Inc would need to build this from scratch. The proposal outlines simplified governance rules designed for startups — lighter reporting requirements, digital-first shareholder meetings, flexible board structures [1]. But there's no equivalent body of case law yet.
This is Delaware's genuine, hard-to-replicate advantage. Legal predictability takes decades to build. The EU-Inc will get there, but not on day one.
Cross-border operations
This is where the EU-Inc wins decisively. A Delaware C Corp gives you nothing outside the US. Want to hire in Germany? Set up a German entity. Sell in France? French registration. Every country adds legal complexity and cost.
The EU-Inc is recognised across all 27 member states from day one. Hire anywhere in the EU without a local subsidiary. Operate across borders without additional registrations. Move your corporate seat between countries without restructuring.
For Delaware, expanding into Europe means flipping — creating a European entity below or above the US parent. For an EU-Inc, expanding across Europe means nothing. You're already there.
Tax
Delaware is tax-neutral at the state level — no corporate income tax on out-of-state revenue. But you still owe US federal corporate tax (21%) on worldwide income, plus state taxes where you operate.
The EU-Inc doesn't harmonise taxes [1]. You pay corporate tax in the country where your entity is seated, at that country's rate. Ireland's 12.5%, Sweden's 20.6%, Germany's roughly 30% (combined federal and municipal).
Neither structure is inherently better on tax. The EU-Inc gives you the ability to choose your tax jurisdiction within the EU — something that currently requires complex multi-entity structures.
The real comparison
Delaware's advantage is ecosystem maturity. Every tool, template, lawyer, and process has been optimised for Delaware C Corps over decades. When you incorporate in Delaware, you plug into a machine.
The EU-Inc's advantage is geographic truth. If your company is European — European team, European customers, European operations — then a European structure eliminates the overhead of maintaining a US corporate shell you don't need.
For European founders, the question isn't "is Delaware bad?" It's "why should I pay for two corporate structures when I only need one?"
The EU-Inc makes the answer obvious.