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.

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Why this episode matters: 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.

In this episode, we cover:

• 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
• Why a Regulation carries no national transposition step, and what that would mean for a pan-European entity if it ever applies
• The Delaware flip in practice: a new foreign parent, the original company as a wholly owned subsidiary, and the share transfer that follows
• Exit tax on unrealised gains when intellectual property ownership leaves Germany, France or the Netherlands
• The measured picture: 3.3% to 4.3% of European venture-backed startups relocate, and 97% of those keep operating at home
• The Capital Gravity Test — four questions on parent company, chief executive, senior hires and listing venue

Related episodes: Can EU Inc Become Europe's Delaware? · European Scale-Up Gap: Why Startups Don't Become Tech Giants

The European Scale-Up Question — all parts:

• Part 1 · E 748: The Scale-Up Gap
• Part 2 · E 754: Fragmentation: Europe's Hidden Growth Tax
• Part 3 · E 758: Capital Architecture
• Part 4 · E 761: Demand Without Deployment
• Part 5 · E 769: Talent Without Recycling
• Part 6 · E 774: Capital Gravity (this episode)
• Part 7 · E 781: Islands of Excellence

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