US investors want a Delaware parent? The flip, done cleanly.
A ‘Delaware flip’ puts a US holding company on top of your UK business — often what US venture investors expect before they’ll fund you. Done carelessly it triggers tax and messy paperwork. We plan and execute the reorganisation so it’s clean on both sides.
A reorganisation with tax on both ends
Flipping to a US parent means shareholders exchange their UK shares for shares in a new Delaware company. That share-for-share exchange has UK and US tax consequences, affects option holders and future reliefs, and has to be sequenced correctly. It’s usually driven by investor demand under time pressure — exactly when mistakes get made. We handle the tax side so the deal doesn’t create a tax bill it didn’t need to.
The flip, planned and executed
Three steps, one team
Pressure-test the plan
We check whether a flip is genuinely needed — and if so, model the tax outcome for the company and its shareholders before anything moves.
Design the steps
We set the correct sequence and tax treatment, flag reliefs at risk, and work alongside your lawyers on the legal mechanics.
Execute & set up the new structure
We support the reorganisation and get the post-flip group onto a clean compliance footing on both sides.
The things clients ask first
Why do investors ask for a Delaware flip?
US venture investors are often set up to invest in Delaware corporations and prefer the familiar legal framework. It’s frequently a condition of funding rather than a tax choice — which is why the tax side needs planning around it.
Will the flip trigger a tax charge?
It can, for the company and for shareholders, depending on how the exchange is structured and what reliefs apply. Careful sequencing and analysis are how you avoid an unnecessary charge — this is not a DIY reorganisation.
Do we still need UK advisers after flipping?
Almost always — the UK operating company doesn’t disappear, so UK corporation tax, payroll and reporting continue. We keep both the UK and US sides compliant after the flip.
Plan the flip before the term sheet forces it.
A free consultation, no obligation. Tell us where your funding conversations are and we’ll map the cleanest route — with a fixed price before any work begins.
