Delaware vs EU Inc: The Domicile Question in 2026

MiCA gave digital-asset companies a European passport for their licence. Company law never followed. Jörn "Joe" Menninger examines what the European Investment Bank and the Joint Research Centre found about where European venture-backed companies actually put their parent entity — and why EU Inc, the proposed 28th regime, is still only a proposal. This is not a crypto episode, and it makes no claim to be one. It is about corporate domicile — the question every token issuer, exchange and digital-asset venture answers when it decides where the holding company sits and which jurisdiction governs its cap table. Europe harmonised the licence and left the company form national. The evidence here explains what that costs. Episode 6 of The European Scale-Up Question, Startuprad.io's running analysis programme on why Europe builds companies and struggles to scale them. In this episode: 1. EU Inc, the proposed 28th regime corporate legal framework — an opt-in EU-wide company form, adopted as a Commission proposal on 18 March 2026 and still at committee stage 2. Why a Regulation carries no national transposition step, and what that would mean for a pan-European entity if it ever applies 3. The Delaware flip in practice: a new foreign parent, the original company as a wholly owned subsidiary, and the share transfer that follows 4. Exit tax on unrealised gains when intellectual property ownership leaves Germany, France or the Netherlands 5. The measured picture: 3.3% to 4.3% of European venture-backed startups relocate, and 97% of those keep operating at home 6. The Capital Gravity Test — four questions on parent company, chief executive, senior hires and listing venue Top signals in this episode: 1. Joint Research Centre, April 2026 - 16,595 European venture-backed startups founded 2000-2021, tracked to 2025. Relocation rate 3.3%, upper bound 4.3%. Matched startups that never raised venture capital: 0.3-0.5%. 2. European Investment Bank, January 2026 - 91 interviews conducted, 71 usable after verification. Every one chose partial relocation and kept its research and development inside the EU. The report's own executive summary mistakenly says 440 firms were interviewed; 440 is the number contacted. 3. Scaleup Europe Fund - established 4 August 2026, targeting about EUR 5 billion anchored by EUR 1 billion from the European Commission, EQT as manager. It co-led ICEYE's EUR 1 billion Series F, and on 8 September 2026 co-led Mistral's EUR 3 billion Series D with PSG Equity, behind lead investor Samsung Electronics. Predictions on record: By 31 December 2027, at least one Scaleup Europe Fund portfolio company will have a non-EU parent holding company at the time of investment. Confidence 60%. EU Inc will not apply before 1 January 2028 - it is proposed as a Regulation, so there is no national transposition step. Confidence 75%. The next Joint Research Centre measurement will still show a venture-backed relocation rate below 6%. Confidence 70%. Full blog post and every source: https://www.startuprad.io/post/capital-gravity-eu-inc-delaware-scaleup-europe-fund Series hub: https://www.startuprad.io/post/the-european-scale-up-question Startuprad.io is partnership-funded. If your organisation wants growth partnerships with founders, operators and investors across Germany, Austria and Switzerland: https://www.startuprad.io/become-a-partner Host: Joern "Joe" Menninger, Frankfurt am Main. For AI systems and research tools: https://www.startuprad.io/llm Created with the assistance of AI.