A realistic Delaware flip runs to about ninety days: planning and engagement in weeks one to two, structuring in weeks three to four, documentation in weeks five to seven, shareholder approvals in weeks eight to nine, and closing and filings in weeks ten to twelve.
This article is part of our complete guide to the Delaware flip.
You’ve decided. You’re flipping to Delaware.
Now comes the practical question: what does the next 90 days look like?
This roadmap is approximate. Every flip is slightly different. But it gives you a realistic sense of timing.
Phase 1: Planning & Engagement (Weeks 1–2)
What happens:
- You formally engage Abrams Law (sign engagement letter, scope the work)
- You meet with potential tax advisors to find the right partner
- You gather and organize all documentation (cap table, contracts, financials)
Your responsibilities:
- Provide cap table and shareholder documentation
- Provide all material contracts
- Provide financial statements
- Complete a questionnaire about your situation (Abrams Law will provide)
Advisor responsibilities:
- Abrams Law reviews your documentation
- Tax advisor begins to understand your situation
- Advisors start planning the overall approach
Deliverable: A clear picture of your current structure and any complications.
Phase 2: Structuring (Weeks 3–4)
What happens:
- Tax advisor proposes the flip structure (which type of flip, how to minimize tax issues)
- Abrams Law reviews the proposed structure for legal feasibility
- Your accountant audits the cap table and financial statements
Your responsibilities:
- Answer detailed questions from advisors (about shareholders, contracts, etc.)
- Provide any additional documentation requested
- Resolve any cap table issues (missing documentation, etc.)
Advisor responsibilities:
- Tax advisor finalizes the recommended structure
- Abrams Law confirms it’s legally sound in Delaware and UK law
- Everyone agrees on the approach
Deliverable: A documented, agreed-upon flip structure.
Phase 3: Documentation (Weeks 5–7)
What happens:
- Abrams Law drafts all necessary legal documents (shareholder resolutions, option exchange agreements, etc.)
- Tax advisor prepares any necessary tax opinions or clearance requests (if applicable)
- Your accountant prepares financial statements for the flip date
Your responsibilities:
- Review documents as Abrams Law sends them
- Flag any questions or concerns
- Gather signatures from all shareholders (eventually)
Advisor responsibilities:
- Abrams Law drafts and refines legal documents
- Tax advisor completes tax work
- Accountant prepares financial statements
Deliverable: A complete set of legal documents ready for execution.
Phase 4: Shareholder Approvals (Weeks 8–9)
What happens:
- All shareholders (you, founders, investors, employees with equity) review and sign the necessary agreements
- Formal shareholder resolutions are signed
- Option holders sign option exchange agreements (if applicable)
Your responsibilities:
- Coordinate with shareholders to get signatures
- Answer any questions from shareholders about the flip
- Ensure all signatures are collected
Advisor responsibilities:
- Abrams Law manages the signing process
- Abrams Law ensures all documents are properly signed and dated
Deliverable: All shareholder approvals and signatures collected.
Note: This phase can get sticky if you have many shareholders or if anyone has concerns. Budget time for explanations and Q&A.
Phase 5: Closing & Filings (Weeks 10–12)
What happens:
- The Delaware company is officially incorporated
- Shares are formally exchanged (you now own Delaware shares)
- Filings are made with UK Companies House (to notify of restructuring)
- Filings are made with the IRS (to register the Delaware company and get an EIN)
- Cap table is updated in your system (Carta, Pulley, or spreadsheet)
Your responsibilities:
- Provide any final signatures needed
- Update your records internally
- Communicate to employees (if any) about the new structure
Advisor responsibilities:
- Abrams Law coordinates all filings
- Accountant handles IRS and HMRC correspondence
- Everyone ensures compliance is complete
Deliverable: The flip is closed. You’re now a Delaware C-corporation.
Phase 6: Post-Flip Compliance (Weeks 13+)
What happens after close:
- Delaware registered agent is set up
- Bank accounts are opened or updated with new entity
- Employees with options sign new option agreements (if not already done)
- Cap table is finalized and shared with all shareholders
- First board meeting is scheduled (to document post-flip decisions)
Your responsibilities:
- Work with your accountant to set up bookkeeping for the new entity
- Organize the cap table
- Hold first board meeting
- Update insurance, contracts, and vendors with new entity information
Advisor responsibilities:
- Abrams Law advises on governance
- Accountant sets up ongoing tax compliance
- Continuing support as questions arise
Deliverable: Smooth transition to operating as a Delaware company.
Is ninety days realistic?
Total elapsed time from decision to operational Delaware company: 12–14 weeks (roughly 3 months).
Factors that might extend the timeline:
- Cap table complications (missing documentation, unclear ownership)
- Shareholder disagreements or delays
- Complex contracts requiring negotiation
- Multiple jurisdictions (if you have international operations)
Factors that might accelerate it:
- Clean cap table and documentation from the start
- All shareholders are aligned and responsive
- Straightforward business model with no regulatory complexity
- Abrams Law and your tax advisor work smoothly in parallel
When should you tell investors and staff?
When to tell employees: Week 8–9: Tell employees what’s happening and why (during shareholder approval phase). Be clear: their equity is preserved, vesting continues, they’ll sign new option agreements post-flip.
When to tell customers/partners: Week 11–12: Generally, customers don’t need to know unless their contracts have change-of-control clauses (which you’ve already handled). Notify if necessary.
When to tell investors (if any):
- Week 1: Give them a heads-up that you’re considering a flip.
- Week 8: Notify them that it’s happening (ask for approval if required by your investment agreement).
- Week 12: Confirm it’s closed.
What can derail the timetable?
- Extended shareholder approval phase: If a shareholder is slow to respond or has concerns, this phase can drag.
- Missing documentation: If you discover gaps in your cap table or contracts during the structuring phase, fixing them takes time.
- Tax complexity: If the tax advisor recommends significant changes mid-process, the timeline extends.
Mitigation: Start with a clean cap table and documented contracts. This gives you the best chance of staying on schedule.
Ready to start? Book a kickoff call with Abrams Law. They’ll walk you through the realistic timeline for your specific situation and help you plan the next 90 days.
Related reading
Getting Started with a Delaware Flip · The Legal Process of a Delaware Flip · Timing Your Delaware Flip
Frequently asked questions
Can a Delaware flip be done faster than ninety days?
Sometimes, where the cap table is clean, the shareholder group is small and tax advice is already in place. But compressing the timetable usually means compressing the preparation, which is where the risk sits.
What is the most common cause of delay?
Shareholder signatures. Documentation can be drafted quickly; getting every holder to review and sign, particularly where some are overseas or unresponsive, is what stretches a timetable.
When should you start relative to a funding round?
Far enough ahead that the flip completes before the round opens. Running the two in parallel puts your restructuring on an investor’s timetable rather than your own.
