How can SeedLegals help with my US expansion?

SeedLegals is here to offer help with the legals for fundraising from US investors, via a funding round , SeedFAST or SeedNOTE , or our UK-law version of YC SAFE . For anything that falls outside our remit such as setting up in the US, we can point you to resources and introduce you to a relevant law firm. We’re also on the ground in the US ! We’re here to help you manage your US and UK companies seamlessly. With SeedLegals, you can view both entities in one place, keep your cap tables up to date and create investment agreements for each. All through one login.

Why do companies incorporate in Delaware?

Delaware has a global reputation as the most business-friendly state - it has predictable corporate governance rules, a robust infrastructure of services for new and established businesses, and specialist courts known for fair and speedy decisions. That’s why Delaware is the most common state of incorporation in the US - for both US and international companies. By setting up in Delaware, you’ll reduce friction in operating in the USA. And you don’t need to incorporate in all the states where you operate or hire - you only need to incorporate in one state. Find out more at choosedelaware.com

Can I employee US individuals without a US entity?

It is possible, but not advisable due to the tax liabilities, litigation possibilities, and complication of legal matters. You can read more in our guide for setting up operations in the US .

Can I raise from US investors?

Yes. Many companies decide to raise from US investors. Make sure you read our guide for UK startups on raising investment in the US .

Is it possible to get US investment without doing a Delaware flip?

A US VC will invest in your company based on the possibility of a substantial return. They might require you to become a Delaware company to receive the investment - but that’s generally a topic that’ll come up in your investment discussions. If they walk away before you get to that point in negotiations, then it isn't because you don’t have a Delaware company - it’s because in some other way, you don’t fit their investment thesis.

If I do a Delaware flip, will my current investors lose their S/EIS relief?

Not necessarily. If you get pre-approval from HMRC and proceed carefully, your investors can still keep their SEIS/EIS relief. If you don’t get pre-approval from HMRC, then your investors are at risk of losing their relief. Practically, this would mean they either do not proceed with the claim, or if they have already received the relief, a rebate would be due. You should seek tax advice on how much investors would be required to pay back and how.

Grow USA Expansion

Sell your business

USA expansion for fundraising and growth

Thinking about US expansion?

More and more UK startups are looking to scale in the US. Whether you’re setting up a US subsidiary or doing the Delaware Flip, SeedLegals is here to help with the legals for raising from US investors.

Great news – we’ve landed in the US! Discover SeedLegals US

Establishing US operations

Considering opening a US subsidiary?

Setting up your US base can feel like a minefield, but our friends at Doola can clear the path. From incorporation to hiring strategies and tax management, they’ll guide you safely through every critical decision.

Watch: US incorporation with Doola
Read: How to expand into the USA
Watch: US hiring and fundraising with Wilson Sonini

SAFEs - Simple Agreement for Future Equity

Raising from US investors?

In the US, startup funding runs on SAFEs, which work similar to SeedFASTs. With SeedLegals, you can create an English law version of a SAFE – ideal for raising capital from US investors for your UK company.

Any questions? Get answers from experts fast
Read: How to create an English-law version of a SAFE
Read: How to raise from US investors

Moving your company to the US

Thinking about a Delaware flip?

The Delaware flip means restructuring your company so a new US entity becomes the parent, and your UK company becomes its subsidiary. Whatever your US structure, we’re here to help with the investment legals.

SeedLegals has landed in the US 🌎
Build your cap table, speed up legals, fundraise faster on SeedLegals US
1 log in – 2 countries – same standout support

SeedLegals US

Already in the US?

So are we! Visit our US site to explore how to manage your cap table and raise investment through a funding round or through SeedSAFEs.

Build US lawyer-approved legal docs the fast and affordable way
Understand QSBS, the underrated US tax break for founders and investors
Raise capital seamlessly, with features built for the US market

How to incorporate your company in the US

Webinar with SeedLegals and Doola

SeedLegals CEO Anthony Rose sat down with Parshwa Metha, Head of Sales at Doola and expert in helping entrepreneurs take their business to the US. They discussed everything founders need to know about launching in the US, from choosing the right company structure to navigating ongoing compliance.

More resources on US expansion

How to raise investment in the USA: SeedLegals' guide for UK startups

SEIS/EIS SAFE for US companies raising investment from UK investors

SEIS & EIS for foreign companies: How to qualify as a US company

Your questions answered

How can SeedLegals help with my US expansion?

SeedLegals is here to offer help with the legals for fundraising from US investors, via a funding round, SeedFAST or SeedNOTE, or our UK-law version of YC SAFE. For anything that falls outside our remit such as setting up in the US, we can point you to resources and introduce you to a relevant law firm.

We’re also on the ground in the US! We’re here to help you manage your US and UK companies seamlessly. With SeedLegals, you can view both entities in one place, keep your cap tables up to date and create investment agreements for each. All through one login.
Why do companies incorporate in Delaware?

Delaware has a global reputation as the most business-friendly state - it has predictable corporate governance rules, a robust infrastructure of services for new and established businesses, and specialist courts known for fair and speedy decisions. That’s why Delaware is the most common state of incorporation in the US - for both US and international companies. By setting up in Delaware, you’ll reduce friction in operating in the USA. And you don’t need to incorporate in all the states where you operate or hire - you only need to incorporate in one state.
Find out more at choosedelaware.com
Can I employee US individuals without a US entity?

It is possible, but not advisable due to the tax liabilities, litigation possibilities, and complication of legal matters. You can read more in our guide for setting up operations in the US.
Can I raise from US investors?

Yes. Many companies decide to raise from US investors. Make sure you read our guide for UK startups on raising investment in the US.
Is it possible to get US investment without doing a Delaware flip?

A US VC will invest in your company based on the possibility of a substantial return. They might require you to become a Delaware company to receive the investment - but that’s generally a topic that’ll come up in your investment discussions. If they walk away before you get to that point in negotiations, then it isn't because you don’t have a Delaware company - it’s because in some other way, you don’t fit their investment thesis.
If I do a Delaware flip, will my current investors lose their S/EIS relief?

Not necessarily. If you get pre-approval from HMRC and proceed carefully, your investors can still keep their SEIS/EIS relief.

If you don’t get pre-approval from HMRC, then your investors are at risk of losing their relief. Practically, this would mean they either do not proceed with the claim, or if they have already received the relief, a rebate would be due. You should seek tax advice on how much investors would be required to pay back and how.

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