EU-Inc: will Europe finally get its Delaware moment?

Over the past few years, I've watched one pattern repeat itself with painful regularity: promising European startups relocating to Delaware not by choice, but by necessity. The story is always the same: a Series A lead makes it clear that without a U.S. entity, the deal won't happen. It's never about the product, the market, or the team. It's about the trust VCs have in a specific legal infrastructure.

The problem with Europe is the lack of a unified corporate rulebook. Each country has its own legal system with its own quirks, and VCs tend to invest in “comfortable” jurisdictions only - meaning systems they know well, where mechanisms like drag-along, call options, and reverse vesting work seamlessly. Not to mention that different VCs are comfortable with different jurisdictions, although common law jurisdictions tend to be on the green list for almost all VCs.

And speaking of quirks, they are not merely administrative inconveniences. They range from notarization requirements for share-related operations to complicated legal gymnastics needed to make investor protections actually enforceable. In Germany, for example, the notary has to read the entire transaction documents aloud to the parties. It sounds medieval, and in some ways, it is, though at least the signing is done in ink, not blood, and the family crest wax seal is purely optional.

This exodus isn't unique to Romania and the regional market. Across the EU, high-growth companies face the same impossible choice: scale within a fragmented European framework or relocate to jurisdictions that were designed for venture-backed innovation. Europe has lost too many of its most ambitious startups, not because those markets are necessarily better, but because their corporate infrastructure feels safe and comfortable to investors.

EU-Inc, if it delivers on its ambition, could finally change the status quo.

What EU-Inc actually is

EU-Inc, also known as the EU's "28th regime", is a proposed optional corporate framework that would sit alongside the 27 national corporate law systems. Think of it as a parallel track: founders could still incorporate under Romanian, Dutch, or Estonian law, but they'd also have the option of a unified European company form governed by a single rulebook, recognized across all Member States.

The European Parliament has already endorsed the initiative, calling for harmonized rules tailored specifically to innovative companies, startups, and scaleups. The Commission is expected to publish a formal proposal in 2026, with implementation discussions targeting 2027.

Here's what EU-Inc would provide:

• A single EU-wide legal regime for incorporation and governance

• Fully digital incorporation with a target registration time of 48 hours and a minimum capital requirement as low as €1

• Unified governance frameworks and standardized shareholder rights across all Member States

• Cross-border recognition of share structures and equity instruments, reducing deal complexity for investors
  

However, it's also critical to understand what EU-Inc is not: it doesn't harmonize tax or labor law, and it doesn't replace national corporate regimes, which remain Member State competences. This is a corporate law infrastructure, not a wholesale regulatory unification. So, the ambition is structural, not totalizing.

Why this matters for founders

From a founder's perspective, EU-Inc represents a fundamental shift in how incorporation decisions are made.

Corporate governance becomes predictable - today, founders choose their incorporation jurisdiction based on shareholder rights regimes, capital structure flexibility, and cross-border mobility. Dutch BVs, UK/Irish Ltds, and Estonian OÜs each offer different advantages, and different limitations. EU-Inc would flatten this variability, allowing founders to focus on operational strategy rather than legal arbitrage.

Equity becomes portable - one of the most persistent pain points in European venture deals is the fragmented treatment of stock options and equity instruments. EU-Inc's standardized framework would make cross-border equity grants and employee ownership far simpler to administer, which is a critical advantage for distributed teams.

Investor diligence becomes faster - when every company operates under a common legal framework, investors can evaluate governance structures, cap tables, and shareholder agreements without needing to decode 27 different national regimes. Additionally, they will have to get comfortable with only one legal framework. That means faster deal execution, lower transaction costs, and more cross-border syndication, exactly what Europe's fragmented investment ecosystem needs.

The Delaware question

Delaware works because it offers predictability, institutional depth, and a judicial system specifically designed for corporate disputes. An important thing to keep in mind is that this is not just about the law, but also about the ecosystem that has grown around it: specialized courts, decades of case law, and a legal infrastructure that venture capital trusts by default.

Can EU-Inc achieve the same? That depends on how far harmonization ultimately goes.

If the final proposal delivers genuine governance flexibility, enforceable cross-border equity structures, and fast digital incorporation, then the answer is yes, EU-Inc could become Europe's Delaware. It would give founders a credible alternative to offshoring, reduce legal drag on scaling, and make European startups structurally more attractive to global investors.

But if political negotiations water down the framework, if Member States insist on preserving national carve-outs, if employee participation rules create new layers of complexity, or if cross-border enforceability remains ambiguous, then EU-Inc risks becoming just another coordination mechanism layered on top of existing fragmentation. Useful, perhaps. Transformative? No.

What happens next

The Commission's 2026 proposal will be the moment of truth. We'll see whether EU-Inc is designed to genuinely compete with Delaware, or whether it's a political compromise that leaves the underlying structural problems intact.

As someone who works daily with founders navigating Europe's regulatory complexity, I'm cautiously optimistic, but optimistic being the keyword. The political backing is real. The problem is well understood. And for the first time in years, there's institutional momentum behind a solution that could actually work.

Optimism isn't enough, though. The real test will be whether EU-Inc eliminates the structural incentives that currently push high-growth European companies to incorporate outside the EU. If it does, we'll look back on this as the moment Europe finally built the corporate infrastructure its innovation economy deserves.

If it doesn't… we'll be having the same conversation in 2030, while still watching another generation of European founders board flights to Delaware.

The stakes couldn't be higher, as Europe's next unicorns are watching. ‍

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Andrei Hancu is Chief Legal Officer at SeedBlink, Europe’s venture deal infrastructure platform. He is a tech-savvy business lawyer specializing in multi-jurisdictional legal matters across Corporate/M&A, Financial Services, Capital Markets, and E-Payments.