Jurisdiction Comparison

EU vs US Company: Where Should You Incorporate?

Estonia or Delaware? The answer depends on where you live, who you're selling to, and whether you plan to raise VC funding. Here's how to decide.

Comparison Disclaimer

Pricing and features shown are based on publicly available information. Always verify current pricing on provider websites before making decisions. We receive affiliate commissions from some providers. Information current as of January 2025.

Quick Decision Tree

Are you raising US VC funding?

Yes → US (Delaware) C-Corp is strongly preferred by US VCs

Do you live in the US?

Yes → US company is simpler for taxes and banking

Are you a non-US founder bootstrapping?

Yes → EU (Estonia) is usually better: simpler taxes, lower costs, easier banking

Estonia vs Delaware: Side by Side

FactorEstonia (EU)Delaware (US)
Formation cost€0-200$500-1,500
Annual maintenance€79-129/mo (with Xolo)$500-2,000/year + accounting
Corporate tax0% on retained earnings21% federal + state
Tax on dividends20% when distributedVaries by situation
Banking ease (non-US)Easy (Wise, Revolut)Hard (often denied)
Stripe availability
Remote management100% onlineMostly online
VC familiarityLow (EU VCs ok)High (US VCs prefer)
Required visitEmbassy pickup for e-residency cardNone required

Tax Comparison: The Real Numbers

Estonia (OÜ)

  • Retained earnings: 0% tax
  • Distributed dividends: 20% (14% for regular distributions)
  • VAT: 22% (if registered, threshold €40k)
  • Payroll tax: 33% social tax on salaries
Example: €100k profit, €0 distributed = €0 corporate tax. Reinvest freely until you need the money.

Delaware (C-Corp)

  • Federal corporate tax: 21%
  • State tax: 0% in DE, varies if nexus elsewhere
  • Dividends: Taxed again at shareholder level
  • Franchise tax: $175-200k/year (varies)
Example: $100k profit = $21k federal tax immediately, regardless of distribution.

For bootstrapped businesses reinvesting profits, Estonia's 0% retained earnings tax is significant.

Banking Reality for Non-US Founders

The US Banking Problem

Non-US founders often struggle to open US business bank accounts. Banks like Mercury, Chase, and Bank of America frequently reject applications from non-residents, even for legitimate Delaware companies.

US Company Challenges:

  • • Many banks require US address/SSN
  • • Mercury/Brex may accept but are selective
  • • Account closures happen without warning
  • • Wire transfers to non-US can be slow

Estonian Company Advantages:

  • • Wise/Revolut accept e-residents easily
  • • Multi-currency accounts standard
  • • No in-person visit required
  • • SEPA transfers free/cheap

VC Funding Considerations

The VC Reality

US VCs strongly prefer Delaware C-Corps. Their legal documents, SAFE agreements, and investment structures are all designed for Delaware entities. Raising from US VCs with an Estonian company is possible but adds friction.

Raising US VC?

Start with Delaware C-Corp or plan to flip later. The flip costs $10-50k in legal fees.

Bootstrapping or EU funding?

Estonian OÜ is often better. EU VCs are comfortable with EU entities. No flip needed.

Who Should Choose Which?

Choose Estonia (EU) if:

  • Bootstrapping — Not planning to raise US VC
  • Non-US founder — Banking is much easier
  • EU customers — Simpler VAT, GDPR compliance
  • Reinvesting profits — 0% tax on retained earnings
  • Digital nomad — 100% remote management

Choose Delaware (US) if:

  • Raising US VC — VCs strongly prefer Delaware
  • US resident — Simpler personal tax situation
  • US customers — Local presence can help sales
  • Acquisition target — US acquirers prefer US entities
  • Stock options — Easier ESOP/ISO structure

Frequently Asked Questions

Common questions about EU vs US companies

All information verified as of December 2025. Prices and features subject to change. Always verify current pricing with providers.

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