How the proposed EU Inc. compares to the GmbH, SAS, BV, Estonian OÜ, and the existing Societas Europaea.
Based on COM(2026) 321 final, published 18 March 2026.
Last updated:
| Feature | EU Inc. | GmbH | SAS | BV | OÜ | SE |
|---|---|---|---|---|---|---|
| Minimum capital | €0 | €25,000 | €1 | €0.01 | €2,500 | €120,000 |
| Registration time | 48h (fast-track) | 2–4 weeks | 3–5 days | 1–2 days | 1–2 days | Months |
| Fully digital | Yes | No (notary req.) | Partial | Partial | Yes | No |
| Notary for share transfers | No (prohibited) | Yes | Varies | Yes | No | Yes |
| Cross-border recognition | All 27 states | Germany only | France only | Netherlands only | Estonia only | All 27 states |
| Dual-class shares | Yes | Complex | Yes (flexible) | Yes | Limited | Varies |
| Employee equity | EU-ESO (harmonised) | Complex (dry income) | BSPCE (France only) | National rules | National rules | National rules |
| Registration language | Bilingual (local + intl.) | German | French | Dutch/English | Estonian/English | Varies |
| Scope | Any person | Any | Any | Any | Any | Large corps |
| Courts | National (27) | German | French | Dutch | Estonian | National |
The German GmbH requires €25,000 in minimum capital — €12,500 of which must be paid in at registration. It requires a notary for formation and for share transfers. Registration takes two to four weeks. For a German company staying in Germany, the GmbH is a known quantity with deep case law and investor familiarity. EU Inc. would eliminate the capital requirement and the notary, and reduce registration to 48 hours. The tradeoff: no established case law, 27 national courts potentially interpreting EU Inc. differently, and an instrument that does not yet exist.
The French SAS is already one of Europe's most flexible company forms — €1 minimum capital, no notary required for formation, and significant contractual freedom for shareholders. It has become the default choice for French tech startups. EU Inc. goes further: zero capital, digital share transfers without notary, and harmonised EU-ESO versus France's BSPCE scheme. For founders with French operations but pan-European ambitions, EU Inc. could become more attractive — once it exists.
The Dutch BV is a popular choice for European holding structures: €0.01 minimum capital, a sophisticated corporate law framework, and the Netherlands' favourable tax treaty network. It requires a notary for share transfers. EU Inc. matches it on capital (€0), eliminates the notary requirement entirely, and adds 27-country recognition. The Netherlands' advantage as a holding location comes significantly from its tax treaty network — areas the EU Inc. Regulation does not affect.
Delaware is the honest benchmark. The Court of Chancery — a specialised corporate court with 200 years of case law — is what makes Delaware valuable, not the zero-par-value shares or the fast registration. EU Inc. addresses the legal fragmentation problem: one registration, 27 countries. It does not address the court quality problem. There is no EU Inc. equivalent of the Court of Chancery. For European founders building for the European market, EU Inc. may become the rational default. For those raising US institutional capital, Delaware flips will remain rational.
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