For two decades, the playbook for European founders has been the same: build your product in Berlin, Stockholm, or Lisbon, then flip to a Delaware C Corp before raising your Series A.
The reasoning was pragmatic. US investors wanted familiar legal structures. SAFEs and standard VC docs assumed Delaware law. YC required it. So founders with no plans to move to America ended up paying US lawyers, filing US taxes, and navigating a legal system built for a country they'd never lived in.
The hidden cost of flipping
The financial cost is well-documented — typically €15,000 to €40,000 in legal fees, plus ongoing compliance [1]. But the real cost is subtler.
When you incorporate in Delaware, you inherit an ecosystem of assumptions. Your cap table tools assume US tax treatment. Your stock options must navigate the mismatch between US and European tax law. Your governance follows rules designed for American public companies.
For a ten-person startup in Copenhagen, this is absurd overhead.
EU-Inc changes everything
EU-Inc would create a single European corporate form recognised across all member states [2]. A startup incorporated in one EU country would have a structure instantly familiar to investors and partners across the continent.
EU-Inc is designed with startups in mind. It includes provisions for stock options, simple governance, and cross-border operations [2] — exactly what drove founders to Delaware in the first place.
What we're building
Undelaware exists for founders ready to come home. We're building the tools to make unflipping — moving your structure from Delaware back to Europe — as straightforward as flipping was.
When EU-Inc goes live, founders will have a one-click path back to a European structure that works as well as Delaware, but matches where they live, work, and build.
If that sounds like you, join the waitlist. The future of European startups should be European.