EU Inc vs GmbH (Germany)
EU Inc is a proposed regulation (COM(2026) 321), not yet adopted. EU Inc figures are from the proposal and may change. GmbH figures reflect current German practice.
The GmbH is the DACH region’s default company form — and a deliberate contrast with EU Inc’s pitch. It requires €25,000 of share capital (at least €12,500 paid up), notarised formation, and registration in the Handelsregister that can take weeks. EU Inc proposes the opposite defaults: no capital, no notary, under 48 hours.
The comparison
| Criterion | EU Inc (proposed) | GmbH (Germany) |
|---|---|---|
| Status | Proposed regulation, COM(2026) 321. Not adopted. | Established German form; DACH default. |
| Availability | Not before ~2028. | Available now. |
| Registration cost | Capped at €100 (proposed). | Notary, court and register fees; typically several hundred to ~€1,000+. |
| Registration time | Under 48 hours, fully digital (proposed). | Often weeks (notarial deed + Handelsregister entry). |
| Minimum capital | None (proposed). | €25,000 (min. €12,500 paid up). A €1 “UG” variant exists but converts up to a GmbH. |
| Formation | Fully digital, standardised bilingual articles. | Notarial deed required. |
| Taxation | Not harmonised beyond option timing; corporate tax stays national. | Corporation tax + trade tax + solidarity surcharge (national). |
| Stock options | EU-ESO: harmonised timing, taxed at sale; rates national. | Historically difficult; recent domestic reforms, still adviser-heavy. |
| Investor recognition | Unproven. | Deep familiarity across DACH investors. |
Reading the table
The GmbH’s requirements — capital, notary, weeks-long registration — are exactly the frictions EU Inc is designed to remove, which makes this the cleanest illustration of EU Inc’s cost-and-speed pitch. But the GmbH carries something EU Inc cannot yet offer: deep investor familiarity across the DACH region and decades of settled practice. Germany’s specific debate is also about how EU Inc would interact with co-determination (Mitbestimmung) — a live negotiating fault line, tracked on the legislative tracker.
Framing matters: EU Inc is proposed, not law. Its advantages are on paper until adoption and until its legal certainty is demonstrated.
Who should consider which
- Stay with the GmbH if your company and investors are DACH-centric, you value settled practice and familiarity, or you need to incorporate now. The UG variant already answers the low-capital case domestically.
- Watch EU Inc if cross-border EU operations are central and a no-capital, no-notary, single European registration would remove real friction — accepting that it is not yet available.
For founders whose decisive question is US venture capital, the sharper comparison is EU Inc vs Delaware C-Corp.
→ Background: what is EU Inc · options: EU-ESO · status: tracker.