Thinking about expanding to the US or raising from American investors? You’ve probably heard whispers about the “Delaware flip” – but when’s the right time to do it, what does it actually involve, and how do you make the move without messing up your SEIS, cap table or investor relationships?

We teamed up with our friends at Nexus Legal to give you the full lowdown. In this webinar, SeedLegals CEO Anthony Rose joins Nexus founder Anthony Malone (yes, it’s the Anthony & Anthony show) to unpack everything you need to know about flipping to a US entity.

They cover the lot – from legal structure and investor expectations to tax traps and SEIS/EIS preservation – all in plain English, with practical advice and real-life examples along the way.

So, if you’re eyeing up US expansion or planning to raise across the pond, this session is your no-nonsense guide to doing it right. Grab your notebook – and maybe a coffee – and let’s demystify the Delaware flip.

Key takeaways

From UK Ltd to US-ready: navigating the Delaware flip

• More UK and EU startups are considering a Delaware flip to attract US capital and scale globally – but it’s not always necessary, especially at later stages.
• A flip can reduce friction with US investors, many of whom require a Delaware C-Corp for tax, legal, and fund governance reasons.
• The key is timing: evaluate investor expectations, your company structure, and whether the added complexity brings a real funding or growth advantage.

Making the move: how a flip actually works

• A ‘small’ flip is simple – founders create a Delaware parent, transfer shares, and set up standard docs like bylaws and IP assignments.
• For companies with SEIS/EIS investors or IP, the process is more complex and often requires HMRC pre-clearance and careful handling of shareholder rights.
• Founders need to ensure governance is clean, vesting is addressed, and investor protections like drag-along rights are activated if needed.

Bridging two investor worlds: SEIS vs QSBS

• UK investors expect SEIS/EIS relief and ordinary shares; US investors want Delaware C-Corps and preferred shares with QSBS benefits.
• With the right setup, companies can offer SEIS/EIS even as a US entity –via UK foreign entity registration and advance assurance.
• The challenge is in the details: different timelines, share classes, and tax treatments require careful cap table and legal alignment.

Going beyond the paperwork: what US investors really want 

• Creating a Delaware C-Corp is just the start – US investors look for real traction, team presence in the US, and market ambition.
• Hiring US staff? Don’t do it via your UK company – it creates legal headaches. Use a US entity and a PEO like Deel or Remote.
• To stand out, founders need to dial everything up – pitch big, sound US-based, and show you’re ready to play on a global stage.