Expanding to the U.S. is a defining move for many international tech startups. For founders looking to raise venture capital, establish credibility, and tap into the U.S. market, setting up the right legal and financial infrastructure is essential. This playbook offers a clear, tactical guide to getting there—focusing on entity structure, banking, finance, tax, and VC readiness.
1. Set up a Delaware C-Corp Early
Why it matters: Most U.S. VCs require startups to be incorporated as Delaware C-Corps. This structure offers legal predictability, access to U.S. capital markets, and favorable tax treatment for investors (e.g., QSBS eligibility).
What it is: A "Delaware flip" involves forming a new Delaware corporation that becomes the parent of your existing foreign entity via a share swap. Post-flip, the U.S. entity owns the foreign business.
Key steps:
- Engage legal counsel experienced in cross-border flips
- Structure for tax neutrality in both jurisdictions
- Swap all SAFEs, option grants, and notes into the new entity
Timing tip: Flip early, ideally before you accumulate complex cap tables or IP holdings. Late flips are costlier and riskier.
Afino explains how clean financials support due diligence
2. Set Up U.S. Banking Infrastructure
Challenge: Traditional U.S. banks often require founders to visit in person and present SSNs, U.S. addresses, and entity documents.
Solution: Neobanks like Adro streamline the process. Adro allows international founders to open FDIC-insured U.S. accounts remotely, using only their EIN and incorporation documents.
Stack recommendation:
- Primary USD account: Adro (or Mercury, Brex)
- FX and multi-currency: Wise Business
- ACH transfers, SWIFT, and virtual cards supported out of the box
Pro tip: Use your registered agent’s address as your U.S. mailing address if needed.
3. Build a Cross-Border Finance Stack
Complexity: With two entities, you need consolidated accounting, multi-currency reporting, and intercompany tracking.
Best practice: Keep local books in your foreign subsidiary, but consolidate financials at the U.S. parent level using a consistent chart of accounts.
Recommended tools:
- QuickBooks/Xero for U.S. books
- Gusto or Rippling for global payroll
- Carta for equity plans and cap table management
Afino talks about choosing the best accounting system.
4. Understand U.S. Tax and Compliance Requirements
Minimum requirements:
- File IRS Form 1120 annually (federal corporate tax return)
- Pay Delaware franchise tax and file annual report
- File IRS Form 5472 if 25%+ foreign owned
Key risks: Penalties for missing Form 5472 start at $25,000/year.
Plan ahead: Consult a cross-border CPA to structure intercompany charges, transfer pricing, and withholding tax exposure. Use intercompany service or IP agreements to manage cash and stay compliant.
Tax is a hairy subject, but Afino offers some tips to stay on top of it.
5. Align with U.S. VC Expectations
What investors want to see:
- Delaware C-Corp parent
- U.S. banking with inbound wire capability
- Clean, consolidated financials
- Updated cap table (post-flip)
- Compliance documentation (state filings, IP assignments, etc.)
Bonus: Flipping early starts the QSBS clock for investors. It also simplifies stock option plans for future U.S. hires.
Afino details how accurate financials improve fundraising outcomes
Final Takeaways for How To Set Your International Company Up for Success in the US
International founders targeting the U.S. market need more than a pitch deck. By flipping to a Delaware C-Corp, establishing a modern banking stack, and integrating finance systems from day one, you remove friction in fundraising and operations. Partners like Adro and Afino specialize in helping founders execute this expansion cleanly and compliantly.
Plan early. Execute cleanly. Signal readiness.
Want more tactical finance tips for venture-backed startups? Explore the full Afino blog.
