Founder Checklist: Are You Ready for U.S. Expansion?
Before forming a Delaware company, completing a flip, or hiring your first U.S. employee, ask yourself the following questions:
Market & Growth Strategy
☐ Do we have a clear reason for expanding into the U.S.?
☐ Do we know whether the U.S. is a primary market or a market we're testing?
☐ Have we identified where our first U.S. customers will come from?
☐ Which States are we considering?
☐ Have we evaluated whether a U.S. subsidiary or a Delaware flip better fits our current stage?
☐ Are we choosing a structure based on long-term growth rather than short-term convenience?
☐ Have we considered future fundraising requirements?
☐ Have we mapped the local approvals, shareholder exchange mechanics, securities exemptions and tax steps required in our home jurisdiction?
Investors & Fundraising
☐ Is our cap table clean and current?
☐ Are founder equity arrangements properly documented?
☐ Do we expect to raise capital from U.S. investors in the next 12–24 months?
☐ Can we clearly answer the question: “Who owns the IP?”
☐ Have all founders, employees, and contractors signed appropriate assignment agreements?
☐ Is our intellectual property owned by the correct entity?
☐ Have we considered the tax and transfer pricing consequences of moving, licensing or developing IP across borders?
Tax & Compliance
☐ Have we considered transfer pricing implications between affiliated entities?
☐ Are intercompany arrangements documented?
☐ Do we understand our U.S. federal, state and local tax obligations, as well as tax, payroll, withholding and reporting obligations in each affected non-U.S. jurisdiction?
☐ Have we considered treaty eligibility, withholding tax, thin capitalization and interest limitation issues for intercompany loans, royalties and service payments?
☐ Do we have transfer pricing support for intercompany services, IP licenses, cost-sharing arrangements and management charges?
Team & Operations
☐ Do we know whether our first U.S. hires will be employees or contractors?
☐ Have we considered immigration or visa requirements for founders relocating to the U.S.?
☐ Do we have payroll, benefits, insurance, immigration and compliance processes in place in each jurisdiction where our team operates?
☐ Do you have a plan for your option scheme?
One Final Question
If a U.S. investor asked tomorrow: “Why is your company structured this way?”
☐ Could you answer confidently in under a minute?
If not, it may be time to revisit your expansion strategy.
Ready to Expand?
Every company's expansion journey is different.
If you're evaluating a Delaware flip, forming a U.S. subsidiary, preparing for a financing, or planning your first U.S. hires, the Pillsbury Propel team can help you assess your options and avoid common pitfalls before they become costly distractions.
Connect with a Pillsbury Propel partner to discuss your U.S. expansion strategy and build a structure that supports your next stage of growth.