If you're incorporating a company in Europe today, you almost certainly face a choice between three well-known national forms:
- German GmbH — the classic German limited liability company (or UG, its lower-capital variant).
- French SAS — the modern, flexible French startup form.
- Dutch BV — the Dutch limited liability company, popular for holding structures.
Each has its strengths, and each has been the "right" answer for some companies. So where does EU INC fit in? When should you pick it over one of these? And when might a national form still be the better call?
The core difference
A GmbH is a German legal person. A SAS is a French legal person. A BV is a Dutch legal person. They're automatically recognised in their home country, and recognised elsewhere in the EU via freedom of establishment — but they're governed by national law, filed in national registries, and subject to national corporate rules.
An EU INC is a European legal person. It's governed directly by EU regulation, filed in an EU registry, and recognised everywhere in the Union on exactly the same terms. (See the European Commission announcement.)
That difference cascades through every practical aspect of running the company.
When EU INC is the clear winner
1. Pan-European teams from day one
If your co-founders are in three countries and you plan to hire across the EU, EU INC handles that natively. A GmbH, SAS or BV can — with extra paperwork, cross-border employment setups, and in some cases secondary registrations. EU INC does it without the overhead.
2. Selling across the EU
SaaS, marketplaces, e-commerce, consulting — if your customers are pan-European, operating under a single EU INC is simpler than operating a national entity with branches or subsidiaries.
3. Investor-ready from day one
Modern national forms (SAS, UG, BV) already work well with VCs — but each has its own quirks. EU INC standardises share classes, option pools and convertibles across the Union, which makes cross-border syndicates markedly cleaner.
4. Cross-border employee equity
If you plan to grant stock options to employees in multiple EU countries, EU INC's unified plan is strictly easier than maintaining parallel national option schemes.
5. Non-EU companies
If you don't have a personal connection to any one EU country, you previously had to pick one somewhat arbitrarily. EU INC gives you a default "European" answer.
When a national form still makes sense
EU INC isn't always the right answer. National forms can still be a better fit when:
- You're a local business. If you operate, hire and sell in one country only, a national entity is well-understood, has deep local service providers, and is often slightly simpler for your accountant.
- You rely on country-specific tax regimes. Certain national R&D credits, patent boxes or regional schemes are tied to national entity types.
- You have established legacy structures. Existing holding structures, family ownership arrangements, or sector-specific regulation may favour familiar national forms.
- EU INC isn't live yet. Until the regulation is in force, a national form is your only option if you need to incorporate today.
Side-by-side: EU INC vs the main national forms
| EU INC | GmbH / UG | SAS | BV | |
|---|---|---|---|---|
| Pan-EU recognition | ✓ | Via subsidiaries | Via subsidiaries | Via subsidiaries |
| Digital-first filings | ✓ | Partial | ✓ | ✓ |
| Notary required | ✗ | ✓ | ✗ | ✓ |
| Min. share capital | Symbolic | €25,000 (GmbH) / €1 (UG) | €1 | €0.01 |
| Standard VC docs | EU INC wrapper | German convention | French convention | Dutch convention |
| EU-wide ESOP | Built-in | Workaround | Workaround | Workaround |
| Annual filings | One EU filing | National | National | National |
| Available today | Not yet | ✓ | ✓ | ✓ |
Migration: can I switch later?
Conversion paths from national forms to EU INC are expected to follow shortly after EU INC itself goes live. INC48 will support migrations — from GmbH, SAS, BV, UG and other major forms — as soon as the conversion mechanics are finalised. That means incorporating a national form today doesn't lock you out of EU INC tomorrow.
Our recommendation
If you can wait, wait for EU INC. If you can't, pick the national form that's closest to where your team actually lives — and keep an eye on the migration path.
For most pan-European or cross-border companies, EU INC will be the right default. For rooted, single-country businesses, a well-chosen national form remains perfectly good. The worst option is the reflex move to Delaware that many European companies still default to without evaluating the European stack. The macro case for taking that European stack seriously is set out in Politico EU's reporting on the proposal.