Bildnachweis: e-Residency.
European founders build worldclass companies – but when it’s time to raise a series A, many restructure in Delaware. I have watched this pattern repeat for years in my work for e-Residency – and I have seen what happens when founders don’t have to leave. Estonia already offers a serious alternative: a single, digital-first jurisdiction where incorporation takes hours, not weeks.
Last autumn, a Berlin-based SaaS founder sat across from me at a fintech conference. She had just closed a EUR 2 million seed round – and her lawyers were already drafting the paperwork for a Delaware C-Corp. “No investor even asked me to flip,” she told me. “It’s just what everyone does.” They call it the “Delaware Flip”: a European start-up grows, seeks capital, and restructures as a US holding. Not out of conviction, but because Europe makes it too hard. 27 legal systems, 27 tax administrations, 27 labour-law frameworks. For venture capitalists, Delaware’s standardisation has long made sense – predictability, familiarity, a well-understood legal framework. But for globally distributed start-ups, that default is increasingly questioned. On 18 March 2026, the European Commission published its legislative proposal for “EU Inc.”: a unified European company form. Yet until the so-called 28th Regime becomes operational, there is already a working model: the Estonian e-Residency programme.
What we built in Estonia – and why venture capitalists should care
Rather than replicating Delaware, we have built a fully digital business environment for companies that operate across borders from day one. Delaware optimises for a specific legal tradition. Estonia optimises for digital operations. For venture capitalists backing globally distributed teams, that distinction matters. Through the e-Residency programme, people from 185 countries across the globe can incorporate and manage EU companies entirely online. Formation takes hours, not days. Administration is paperless by default. Board decisions can be signed digitally, compliance tasks handled remotely. More than 40,000 companies have been founded this way. e-Residents account for 20% of all new incorporations and have co-founded 43% of all Estonian start-ups. With 1.3 million inhabitants, Estonia counts ten unicorns – Bolt, Wise, Pipedrive among them. The corporate structure is straightforward, and the tax system supports growth: profits are taxed only when distributed, allowing reinvestment into scaling. For venture capitalists, this aligns incentives – capital flows into growth rather than early tax liabilities, while equity structures such as ESOPs remain competitive and founder-friendly.
Why German founders in particular come to us
Germany is our fastest-growing market: applications up 49% in 2025, incorporations up 32%. Over 8,600 Germans have founded nearly 3,000 companies since the programme began. Damir Tomicic, Bavarian e-Resident and Co-CEO of run.events: “Germany gave us the engineers. Estonia gave us the infrastructure to scale.” Product in Munich, company in Tallinn, cap table clean enough for any international investor. No flip required.
The bridge is built – Now Europe must cross it
The infrastructure that the 28th Regime aims to establish with EU Inc. is similar to how Estonia’s digital business registry has functioned since 2007. Cross-border incorporation in Europe does not need to start from scratch. Investing today in founders with e-Residency means backing an infrastructure that could become the European standard of tomorrow. Europe does not need to build a prototype. The blueprint already exists.
About the author:
Mats Kuuskemaa is Country Manager DACH+PL at the Estonian e-Residency programme. e-Residency is the world’s first government-issued digital identity for global entrepreneurs, enabling anyone to start and manage an EU-based company fully online.
