Should a UK founder form a US LLC or a Delaware C-corp? A practical guide to the tax, fundraising and governance trade-offs before incorporating in America.
News and Insights
Timing Your Delaware Flip: A Practical Timeline for UK Founders Raising US Capital
When should UK founders flip to Delaware? A stage-by-stage timeline and decision tree to help you flip at the right moment, not under fundraising pressure.
The Delaware Flip Explained: Why US Investors Want Your UK Company to Restructure
A plain-English guide to the Delaware flip: what it is, why US VCs push for it, and how UK founders can decide whether and when to restructure.
Delaware C-Corps for UK Founders: What to Know Before Raising US Investment
When a UK company starts raising from US venture capital firms, one requirement comes up again and again: investors expect to see a Delaware C-corp at the top of the…
The UK US Trade Deal in Practice: What UK Companies Expanding to America Need to Know About Tariffs, Trade Compliance and Cross-Border Contracts
Under Delaware law, and generally across the US, directors owe two primary fiduciary duties to the corporation and its shareholders: the duty of care and the duty of loyalty. The duty of care requires directors to make informed, deliberate decisions based on all material information reasonably available to them. This means actively participating in board meetings, reviewing corporate documents, and asking critical questions of management
Building a US Board: What UK Companies Need to Know About Corporate Governance
Under Delaware law, and generally across the US, directors owe two primary fiduciary duties to the corporation and its shareholders: the duty of care and the duty of loyalty. The duty of care requires directors to make informed, deliberate decisions based on all material information reasonably available to them. This means actively participating in board meetings, reviewing corporate documents, and asking critical questions of management
Understanding US Employment Law: A Guide for UK Companies Hiring in America
Expanding a UK business into the United States presents a significant opportunity for growth, but it also introduces a new and complex legal landscape, particularly concerning employment.
SAFE Notes vs Convertible Notes: What UK Founders Need to Know About US Fundraising
For UK founders looking to raise capital from US investors, understanding the nuances of early-stage financing instruments is crucial. In recent years,
US Tax Compliance for UK Companies: What You Need to Know Before Expanding
For UK companies venturing into the US market, navigating the complexities of the American tax system is a critical component of a successful expansion. The United States employs a multi-tiered tax structure, with distinct obligations at the federal, state, and sometimes local levels. At the federal level, the primary taxing authority is the Internal Revenue Service (IRS). A UK company operating in the US will typically be subject to federal corporate income tax on its US-sourced income.
Key Contract Terms That Change When Moving from UK to US Law
When UK companies begin to operate in the United States, they often assume that the shared language and legal heritage will translate to similar contractual principles. However, this assumption can be a costly mistake. While both legal systems are rooted in common law, their paths have diverged significantly over the centuries, leading to critical differences in contract law.
Decoding US Venture Capital Term Sheets: A UK Founder’s Guide
For a UK founder, receiving a term sheet from a US venture capital firm is a major milestone, representing a serious expression of interest to invest. However, it is crucial to understand that a term sheet is not a definitive contract but rather a non-binding document that outlines the proposed terms and conditions of the investment. It serves as the blueprint for the definitive legal agreements that will follow.
The Discovery Process in US Litigation: What UK Companies Should Expect
For UK companies accustomed to the more contained and sequential nature of legal proceedings in the English courts, the discovery process in United States litigation can come as a significant shock. It is arguably the most defining feature of the American legal system and represents a fundamental departure from the UK’s concept of “disclosure.”
Protecting Your Brand in America: US Trademark Registration for UK Businesses
For UK companies expanding into the United States, protecting your brand is not just a legal formality; it is a critical business imperative. A strong brand is one of the most valuable assets a company can own, and in the vast and competitive US market, it is essential to take proactive steps to safeguard it.
Navigating US Work Visas: L-1 and E-2 Options for UK Companies
To qualify for an L-1 visa, the employee must have been working for the UK company for at least one continuous year within the preceding three years. The US and UK entities must have a qualifying corporate relationship, such as parent-subsidiary, branch, or affiliate. The L-1 visa is divided into two subcategories: the L-1A for executives and managers, and the L-1B for employees with specialized knowledge.
Delaware Flip vs US Subsidiary vs Branch: A Decision Framework for UK Founders
UK founders expanding into the US are often told to “just set up a Delaware C-Corp,” but that advice is only correct for certain growth paths. In practice, you are choosing between three structurally different approaches: