Delaware Flip
The process of restructuring a foreign or non-Delaware company into a Delaware C-corp to raise US venture capital.
A Delaware flip converts a company originally incorporated outside the US (or as a non-corporate entity within the US) into a Delaware C-corporation, typically by creating a new Delaware parent entity that acquires the original company in exchange for equivalent equity in the new US structure. It's a common step for international startups planning to raise from US venture funds, most of which require or strongly prefer a Delaware entity.
The flip process involves real legal, tax, and sometimes regulatory complexity — existing shareholders in the original entity need to exchange their shares for equivalent shares in the new Delaware parent, and cross-border tax implications (in both the original jurisdiction and the US) need careful structuring to avoid unnecessary tax triggers.
Start the flip process well before you need to close a US round — it typically takes several weeks to a few months with specialized legal counsel in both jurisdictions, and trying to compress it into an active fundraise timeline creates unnecessary deal risk.
Do all non-US startups need to flip to Delaware to raise venture capital?
Not universally — some international VCs and structures accommodate non-Delaware entities, but the large majority of US venture funds strongly prefer or require a Delaware C-corp, making a flip common for companies targeting the US investor base.
Related terms
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