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

• 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.