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Comparison · 6 min read
EU Inc vs Delaware C-Corp: the comparison that actually matters
For a decade, ambitious European founders asked "should I flip to Delaware?" EU Inc is the EU’s attempt to make that question obsolete. Here is the honest comparison — including when Delaware still wins.
The short answer
If EU Inc is implemented correctly (one standard, real stock-option reform, recognized in every member state), it becomes the obvious default for most European startups — you get Delaware-grade flexibility without the tax and administrative pain of a US structure you are not actually operating in. But it is not a Delaware clone, and for founders raising from US-favouring investors or targeting a US exit, Delaware still has real advantages.
Side by side
| Dimension | Delaware C-Corp | EU Inc (proposed) |
|---|---|---|
| Corporate law | Mature, investor-tested, 100+ years of case law | New, "plug-in" harmonized EU standard (COM 2026/321) |
| Investor familiarity | Global standard; every US VC's default | Unknown until adoption — this is the core risk |
| Registered office | Must be Delaware; operations can be anywhere | Free choice across the EU (pillar 1) |
| Stock options | 409A valuation; ISOs/NSOs; taxed at exercise | Taxed on sale, not grant, with safe-harbour (pillar 4 — under threat) |
| Ongoing cost | Registered agent + franchise tax + US filings (~$1–3k/yr minimum) | Single registry, single filing standard (pillar 2 — removed in draft, contested) |
| Exit | Clean for US acquirer / US IPO | Designed to be recognized EU-wide; US-exit path unproven |
| Language of docs | English by default | Standardized, English-first intended |
| Tax | US corporate tax + double-taxation complexity for EU ops | Tax follows real activity (pillar 5 — confirmed) |
When EU Inc wins
- You operate in Europe, raise from European investors, and do not plan a near-term US exit.
- You want one entity, one cap table, one ESOP across multiple EU countries without a holding-company maze.
- You want to avoid the administrative overhead of running a Delaware shell you opened "just because investors expect it".
When Delaware still wins
- US VCs frequently require Delaware as a condition of the round.
- A US acquirer typically prefers to buy a Delaware entity it already understands.
- The case-law predictability of Delaware is unmatched; EU Inc has none yet.
The real question is not "which is better"
It is "where will you actually raise and exit?" That single answer determines the structure far more than any feature comparison. If the answer is "Europe", EU Inc, done right, is the default. If it is "US", Delaware remains the practical choice. The diagnostic scores the situation against the five pillars, or read what the 28th regime actually is.