The Delaware flip, without breaking your SEIS/EIS.
US investors want a Delaware C-corp on top of your UK company. Done carelessly, a flip can blow up your SEIS/EIS reliefs, trigger UK tax charges and create a transfer-pricing headache. Done right, it's clean — and it needs both sides handled at once.
A flip is a US move with UK consequences
Putting a Delaware parent over your UK Ltd via a share-for-share exchange touches UK capital gains, SEIS/EIS relief, employment-related securities, and — on the US side — 83(b) elections and 409A valuations. Handle one side in isolation and you can quietly forfeit reliefs your investors were counting on.
Both sides, under one roof
Three steps, one team
Map & plan
We model the flip across both sides and flag every relief and charge at risk before anything moves.
Incorporate the Delaware parent
The US topco is set up and the share exchange structured to keep the UK reliefs intact where they can be.
Protect the reliefs & set the structure
IP, transfer pricing and the ongoing US/UK filing structure put in place for the raise ahead.
The things founders ask first
Will the flip cost me my SEIS/EIS?
Not automatically — but a poorly sequenced flip can. We plan it specifically to preserve those reliefs where the rules allow, and tell you honestly where they can't be saved.
When's the right time to flip?
Usually driven by a US raise. Earlier is often cleaner and cheaper, before the cap table and value grow — but it's a judgement we make with your investors' timeline.
What happens to the UK company?
It typically becomes the operating subsidiary under the Delaware parent. We set the intercompany and IP arrangements so both tax authorities are satisfied.
Let's map both sides of your business.
A free consultation, no obligation. Tell us how the company is structured and we'll map what each side needs — with a fixed price before any work begins.
