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Most US VCs refuse to invest in companies that aren't Delaware C-Corps. This isn't arbitrary — Delaware has the most flexible corporate law and the most precedent-rich corporate courts in the world. For startups wanting to raise from the US, it's nearly mandatory.
Why Delaware C-Corp?
VCs expect it: Term sheets from most US VCs will require flipping to Delaware C-Corp if you don't already have one. Better to do it early when it's cheaper and less complicated. Equity flexibility: Delaware C-Corp supports multiple share classes and easily issues stock options via ESOP. M&A and IPO ready: Buyers and underwriters are more familiar with Delaware C-Corp than any other structure. Important: Flipping to Delaware C-Corp has tax implications. Work with lawyers and accountants experienced in cross-border transactions early.
“I see many Vietnamese founders doing the Delaware flip late — after raising in Vietnam, after employee stock became complicated. The cost and headaches are much higher. Do it early.”