🧩 Building Blocks, Still in the Box

An engineer in Poland and one in Germany, same startup, same options package. In Warsaw, tax falls at the point of grant. In Berlin, at exit. Multiply that across twenty-seven tax codes and what looks like a minor accounting difference becomes a genuine deterrent for any founder trying to build a truly European team without a small army of lawyers on retainer.

This is precisely the kind of friction EU Inc. is designed to address. The European Commission today published its proposal for a « 28th regime »: an optional legal structure, set up online in under 48 hours, for a maximum of €100, with no minimum capital requirement, recognised across all twenty-seven member states from day one. It is not the first attempt of its kind. The Societas Privata Europaea collapsed in 2008; the Societas Unius Personae was quietly shelved in 2018. But this iteration carries more political weight than its predecessors. The European Parliament backed it 492 votes to 144 in January. Von der Leyen had made it one of the centrepieces of her Davos address.

The ambition is deliberately contained. EU Inc. does not create a common tax regime — companies remain subject to the employment and fiscal law of each country where they operate. It does not dissolve the barriers between member states. But on one specific point, it draws a line: stock options will be harmonised in their nature and their taxation timeline. That is not a trivial detail. It is exactly the kind of rule that currently forces founders into impossible choices between treating their teams equitably and keeping the cap table legally coherent.

The standard argument runs that roughly 30% of European unicorns have left the EU since 2008. Spotify and Klarna went public in New York. BioNTech chose Nasdaq. But the reason was never that incorporating a Swedish AB or a German GmbH was too cumbersome. It was that American capital markets are deeper, more liquid, and far more willing to price growth aggressively. The real friction is not legal; it is structural. EU Inc. does not fix that.

Which does not make it useless. Every friction removed is one fewer reason to leave. Of the roughly 600,000 companies founded each year across the EU, if even a fraction are built from the outset under a European structure, you begin to accumulate a generation of businesses that think at continental scale from day one. That shift in posture matters, even if it does not show up in a fundraising announcement.

There is a telling footnote: France has objected to the « Inc. » branding, reportedly finding it too reminiscent of Delaware. It is almost endearing. Europe occasionally struggles to admit, openly, that it wants to win. EU Inc. will only matter if it is followed by what is still conspicuously absent: deeper capital markets, institutional investors willing to back venture at scale, a Capital Markets Union that moves beyond white papers. The building blocks are accumulating. The question is whether anyone will actually put them together.