--- title: "Can you flip your UK company to the US and continue to raise SEIS/EIS from UK investors?" id: "428323" type: "post" slug: "can-you-flip-your-uk-company-to-the-us-and-continue-to-raise-seis-and-eis-from-uk-investors" published_at: "2025-12-20T21:34:02+00:00" modified_at: "2025-12-20T21:34:02+00:00" url: "https://seedlegals.com/resources/can-you-flip-your-uk-company-to-the-us-and-continue-to-raise-seis-and-eis-from-uk-investors/" markdown_url: "https://seedlegals.com/resources/can-you-flip-your-uk-company-to-the-us-and-continue-to-raise-seis-and-eis-from-uk-investors.md" excerpt: "Every day, 2-3 founders call me asking about the Delaware flip. They’re finding it hard to raise from UK investors. They reach out to US investors, get a bite. The US investor wants them to have a Delaware C Corporation...." taxonomy_category: - "US Scaling" - "Video Zone" --- 4 min read Expert reviewed This article has been fact-checked by a SeedLegals subject matter expert. [Meet our experts](https://seedlegals.com/authors-and-experts/) and learn more about our review process and quality assurance in our [editorial policy](https://seedlegals.com/editorial-policy/) . # Can you flip your UK company to the US and continue to raise SEIS/EIS from UK investors? Published: Dec 20, 2025 Contents [Moving Your UK Startup to Delaware: How to flip without losing SEIS & EIS](#moving-your-uk-startup-to-delaware-how-to-flip-without-losing-seis-eis) [Why US Investors Insist on a Delaware C Corporation](#why-us-investors-insist-on-a-delaware-c-corporation) [A Common Founder Scenario](#a-common-founder-scenario) [The Big Myth: “You Lose SEIS/EIS if You Go Delaware”](#the-big-myth-you-lose-seiseis-if-you-go-delaware) [Step 1: The Delaware Flip (Usually ~2 Weeks)](#step-1-the-delaware-flip-usually-2-weeks) [Step 2: Raising SEIS & EIS After the Flip](#step-2-raising-seis-eis-after-the-flip) [Step 3: SEIS/EIS Advance Assurance for the Delaware Company](#step-3-seiseis-advance-assurance-for-the-delaware-company) [Step 4: SAFEs, SEIS, and the Trap Founders Fall Into](#step-4-safes-seis-and-the-trap-founders-fall-into) [Hiring, Contracts, and Running a UK Team](#hiring-contracts-and-running-a-uk-team) [From SAFEs to a Priced Round — Still SEIS/EIS Compatible](#from-safes-to-a-priced-round-still-seiseis-compatible) [Beyond Fundraising: Taxes, Visas, and Expansion](#beyond-fundraising-taxes-visas-and-expansion) [Final Thought](#final-thought) [SeedLegals Anthony Rose Co-Founder and CEO](https://seedlegals.com/resources/author/anthony/) Every day, 2-3 founders call me asking about the Delaware flip. They’re finding it hard to raise from UK investors. They reach out to US investors, get a bite. The US investor wants them to have a Delaware C Corporation. But what happens to existing SEIS or EIS investors? And can they continue to raise SEIS/EIS after they flip the company to a Delaware C Corporation? I was talking to a UK founder who has a US investor wanting to invest $300k but insists on a Delaware C corporation. He also has some interested UK angel investors. What to do next? I decided it was time to make a video to show how you can preserve SEIS/EIS when flipping your company to Delaware and how you can continue to raise SEIS/EIS from UK investors after doing the Delaware flip. 12 months from now, incorporating in Delaware from the start will be the norm for ambitious UK founders. At SeedLegals our goal isn’t to get UK founders to leave the country; it’s to help you get investment and grow your company faster. If you’re considering US expansion or raising from US investors, SeedLegals is the only platform that gives you a seamless UK-US bridge. You can even incorporate your Delaware company on SeedLegals for under $500. # Moving Your UK Startup to Delaware: How to flip without losing SEIS & EIS Raising from US investors has become one of the biggest trends among UK startup founders. I speak to thousands of founders through SeedLegals, and more and more of them are facing the same situation: > UK fundraising hasn’t quite worked out — but a US investor is interested, and they insist the company must be Delaware. This article explains **why US investors insist on Delaware**, **how a Delaware flip actually works**, and — critically — **how you can still raise SEIS and EIS from UK investors at the same time**. --- ## Why US Investors Insist on a Delaware C Corporation In the UK, we’re familiar with **SEIS and EIS**, which provide generous tax reliefs for early-stage investors. In the US, the equivalent incentive is **QSBS (Qualified Small Business Stock)**. Here’s why QSBS matters: - It applies to **US C corporations** (not UK companies). - If a US investor holds their shares for **five years**: - They pay **no federal capital gains tax** - On the higher of **$15 million** or **10× their investment** That tax treatment is a huge driver for US angel and seed investors. As a result, many will simply not invest unless the company is a **Delaware C corporation**. --- ## A Common Founder Scenario A typical case looks like this: - A UK startup has tried raising locally for months - A US investor offers (say) **$300,000** - The investor insists on Delaware - Meanwhile, UK angels are still interested — but **only if they get SEIS or EIS** So the big question founders ask me is: **“Do I have to choose between US money and SEIS/EIS?”** The answer is **no**. --- ## The Big Myth: “You Lose SEIS/EIS if You Go Delaware” Many founders don’t realise this: > You can raise SEIS and EIS **into a Delaware company**, and you can **preserve SEIS/EIS for existing investors** when you do a Delaware flip. SeedLegals supports this end-to-end. --- ## Step 1: The Delaware Flip (Usually ~2 Weeks) The first step is creating a Delaware parent company. How it works: - A new **Delaware C corporation** is formed - The existing UK company becomes its **subsidiary** - Shareholders swap their UK shares for equivalent shares in the Delaware parent Historically, law firms charged **£40k–£50k** for this. Our goal at SeedLegals is to make this: - **Fast** - **Standardised** - **Affordable** (around **£5,000**, working with partner US law firms) Within a week or two, the company is ready to: - Accept US investment - Issue shares under a Delaware structure - Qualify for QSBS --- ## Step 2: Raising SEIS & EIS *After* the Flip Once the Delaware company exists, you can still raise from UK investors — but there’s an important extra step. ### Register the Delaware Company as a UK Foreign Entity To raise SEIS or EIS, the Delaware parent must: - Register as a **foreign entity** with Companies House - Cost: **£70** You’ll then need a **UTR (Unique Taxpayer Reference)**. ⚠️ Reality check: - Companies House can take **6–8 weeks (or longer)** to issue a UTR - Most UK founders already have enough UK presence to satisfy HMRC requirements during this period This registration is **separate** from having a UK subsidiary — and it’s the foreign entity registration that matters for SEIS/EIS. --- ## Step 3: SEIS/EIS Advance Assurance for the Delaware Company Once registered: - You [apply for SEIS or EIS Advance Assurance](https://seedlegals.com/start/seis-eis/) - This is done **into the Delaware parent** - SeedLegals handles this flow for foreign entities After approval, you’re fully set up to raise from UK angels — even though your parent company is US-based. --- ## Step 4: SAFEs, SEIS, and the Trap Founders Fall Into US investors usually invest using **SAFEs**. But here’s the catch: ❌ You **cannot** just download the YC SAFE and use it for UK investors. Why? - YC SAFEs typically convert into **preference shares** (SEIS/EIS disqualifying) - They don’t include a **long-stop date** - They are **not SEIS/EIS compliant** ### The SeedLegals Solution On SeedLegals US, we’ve built a **one-click option**: - Create a SAFE - Tick: **“Investors want SEIS/EIS”** - The SAFE will: - Convert into **common stock** - Include a **6-month long-stop date** - Be fully **SEIS/EIS compatible** This means, uniquely, you can: - Raise from **US investors on SAFEs** - Raise from **UK investors with SEIS/EIS** - All within the same Delaware structure --- ## Hiring, Contracts, and Running a UK Team Even with a Delaware parent, most founders: - Continue hiring in the UK - Need UK employment contracts - Need UK option plans and agreements SeedLegals supports: - UK employment agreements - UK subsidiary setup and management - Group cap tables showing both UK and US entities Everything stays in one place. --- ## From SAFEs to a Priced Round — Still SEIS/EIS Compatible When it’s time to raise a priced round: - SeedLegals converts your SAFEs - UK investors retain **SEIS/EIS compatibility** - US and UK investors sit cleanly in the same round This is something **no other platform** currently offers end-to-end. --- ## Beyond Fundraising: Taxes, Visas, and Expansion Once founders expand into the US, there’s more to deal with: - US tax filings - State compliance - Immigration and visas We’re working with trusted partners to make the entire journey — from fundraising to relocation — dramatically easier than it’s ever been. --- ## Final Thought My goal isn’t to push founders out of the UK. My goal is simple: > **Help startup founders raise investment and grow faster — wherever the capital is.** If you’re thinking about US investors, a Delaware flip, or how to balance QSBS with SEIS/EIS, SeedLegals is here to help. Build an unstoppable team with the right option scheme Align goals, fuel motivation, hire top talent, retain your best performers… Equity incentives are the startup’s secret weapon. Get the expert guide for free. Related articles [– 10 Things keeping founders up at night (and what to do about them)](https://seedlegals.com/resources/top-10-founder-struggles/) ## Related posts [2 min read SeedLegals partner stack for US expansion For UK founders looking to expand to the US, raise from US investors or do the Delaware Flip (moving your company to the... Anthony Rose](https://seedlegals.com/resources/seedlegals-partner-stack-for-us-expansion/) [3 min read Expanding your startup to the US: A practical 90-Day Playbook Expanding into the US is a huge opportunity for UK startups. It’s the world’s largest market, packed with customers, cap... Anthony Rose](https://seedlegals.com/resources/expanding-your-startup-to-the-us-a-practical-90-day-playbook/) [2 min read How to raise from US investors with Leo Rogers from Curvo When UK founders hear success stories from Silicon Valley, the temptation to do a Delaware Flip is real: launch ... Anthony Rose](https://seedlegals.com/resources/how-to-raise-from-us-investors-with-leo-rogers-from-curvo/)