The first month of a Delaware flip is preparation rather than paperwork: audit your cap table, review your contracts for change-of-control and assignment terms, map your financial position, write down your capital plans, then take advice before committing to anything.
This article is part of our complete guide to the Delaware flip.
You’ve read about Delaware flips. You’ve thought about timing and structure. You’ve decided it might be right for your company.
Now what?
Here’s a practical roadmap for the next 30 days.
Step 1: Audit Your Cap Table (Week 1)
Before you talk to advisors, get your house in order.
Create a cap table document that includes:
- Every shareholder: Founders, early employees, investors. Who owns what?
- All equity: Shares issued, options granted, convertible notes, SAFEs.
- Vesting: For options or shares, what’s the vesting schedule?
- Valuations: What was each share issued at?
Why: Advisors will ask for this. Having it ready saves time and money.
How long: A few hours to a day, depending on how documented your equity situation is.
Red flags to watch for:
- Missing option documentation (options issued verbally, never written down)
- Founder shares that were never formally issued
- Unclear vesting schedules
- Convertible notes that don’t specify conversion mechanics
If you find issues, note them. You’ll address them with advisors.
Step 2: Audit Your Contracts (Week 1)
Review your material contracts for change-of-control clauses.
Specifically, look for language like:
- “If there’s a change of control, [this thing happens]”
- “Licensor consent required for any change of ownership”
- “Termination upon change of control”
Examples of contracts to review:
- Key customer contracts (especially if large revenue)
- IP licenses (especially if from universities or other entities)
- Supplier contracts (if strategically important)
- Employment agreements (if executives have special terms)
- Loan agreements (if any debt exists)
Why: If a key contract terminates or requires consent upon a flip, you need to know that in advance. You might need to get consent before the flip closes.
How long: A few hours to a day.
What to do if you find issues: Note them and discuss with Abrams Law. Many aren’t deal-killers, but you need to know.
Step 3: Map Your Financial Situation (Week 1–2)
Gather:
- Recent financial statements: P&L, balance sheet. How recent? Ideally within the last quarter.
- Burn rate: How much cash are you burning monthly?
- Runway: How many months of cash do you have left?
- Revenue: If any, what’s your monthly or annual revenue?
Why: Advisors need this context. It helps them understand your stage and urgency.
How long: Assuming you have accounting, this is a few hours to get organized.
Step 4: Write Down Your Capital Plans (Week 2)
Be honest about your intentions:
- Are you planning to raise institutional capital? When? Series A in 6 months? 18 months? Never?
- How much do you think you’ll need? Order of magnitude is fine.
- Who might invest? US VCs? Angels? Corporate partners? Family office?
- What’s your timeline? When do you expect first conversations?
Why: This drives the flip decision and timing. If you’re raising Series A in 6 months, the flip timeline is different than if you’re exploring in 18 months.
How long: 30 minutes to an hour.
Step 5: Book a Call with Abrams Law (Week 2–3)
Once you’ve done the above, reach out to Abrams Law.
What to cover in the call:
- Your stage and business model
- Your capital plans (from Step 4)
- Your cap table and equity situation (from Step 1)
- Any contract concerns (from Step 2)
- Your timeline (when would you want to flip?)
What to expect:
- Abrams Law will ask detailed questions about your situation
- They’ll provide initial feedback on whether a flip makes sense
- They’ll discuss timing and rough process
- They’ll discuss next steps if you decide to proceed
Don’t expect: A fixed price or timeline at this stage. Every flip is different.
Duration: 30–45 minutes.
Step 6: Decide (Week 3–4)
Based on the call with Abrams Law, decide:
- Do I want to flip? Yes, no, or maybe later?
- If yes, when? Immediately, or in 3–6 months?
- What’s my next move? Do I engage Abrams Law to start the process?
Don’t rush this decision. Think about it. Discuss with cofounders and key advisors.
A good sign you should proceed: You’re planning to raise capital, you understand the rationale, and the timeline makes sense.
A good sign you should wait: You’re pre-PMF, you’re completely bootstrapped, or you’re unsure about capital plans.
Preparation checklist if you decide to proceed
Once you’ve decided to flip, you’ll be more organized:
- Cap table is complete and accurate
- Financial statements are current
- Contract issues are identified
- Capital plans are documented
- You’ve had an initial call with Abrams Law
- Cofounders are aligned on the decision
- You’ve decided on timing (now, or in X months)
How long do the first steps take?
- Week 1: Cap table and contract audit
- Week 1–2: Financial and capital plan documentation
- Week 2–3: Call with Abrams Law
- Week 3–4: Decide and plan next steps
Total elapsed time: 4 weeks to gather information and make a decision. If you decide to proceed, the actual flip process starts after this.
Ready to explore a flip? Book a 30-minute discovery call with Abrams Law to discuss your situation and next steps. No obligation—just clarity.
Related reading
Do You Actually Need a Delaware Flip? · Your 90-Day Flip Roadmap · The Right Questions to Ask Before You Flip
Frequently asked questions
What should you do first?
Audit your cap table. Almost every delay later in a flip traces back to something unresolved in the share register — undocumented transfers, options that were never properly granted, or shareholders nobody has spoken to in years.
Why review contracts before a flip?
Because change-of-control and assignment clauses can be triggered by a restructuring. Finding them at the start gives you time to seek consents or plan around them; finding them at closing stops the transaction.
Do you need to decide within a month?
No. The point of the first month is to gather enough information to make the decision properly. Some founders conclude at the end of it that a flip is not the right move, which is a perfectly good outcome.