Can I raise investment by opening a US company?
16 Jun 2021
An investor insists on a US company to invest in.
They like your product but you have a overseas company. Can you just open a US subsidiary for a few hundred dollars online and then send them the bank details to take in the cash?
Short answer, no.
Even pre COVID, start-ups were looking internationally for investment overseas with more and more applying to overseas accelerators. A few years ago, wandering around SaaStock, the signs were there that international accelerators were becoming less sensitive to your location. Now, in a post COVID world, we see it loud and clear that international investment is a solid potential for all start-ups to consider.
Y Combinator has taken a bumper crop of international applications, as have many new programs too. I recently had a chat with someone applying to invisible hands, a program aimed at supporting underrepresented founders, who was hoping to avoid a flip by using a US subsidiary to raise funds.
The commonality with these two programs, and indeed a lot of VC funds that are based in the US, is that they require a US company as a condition of acceptance. For those applying, it can seem a little confusing and their first thought is to quickly google how to open a US company, with the result showing its just a few clicks and a relatively small fee. Check out Onfolk's article on their Delaware Flip whilst at Y combinator.
What happens if I just open a US company online?
You will have to say who owns the company, e.g. who will be the shareholder. You have two choices here, either say the owner is you (and your co-founder) or you can say the owner is your overseas company. Depending on the service used, they might not support adding in a company as the owner and they might push you to a lawyer, but still, it's not too complex.
The result will be that you now either have:
A stand-alone company, which owns nothing - and why would any investor want shares in that? They want shares in the company which owns the IP (which will remain in your overseas company).
A foreign subsidiary company, which also owns nothing - and the same problem exists. With a subsidiary, although it is owned by your overseas co (where all the IP resides), it could just be closed, sold off, or just left to languish at the bottom of the group, with no right to control, access to profits or viable exit route.
What investors are looking for, is a great product to invest in, and they want to invest in the company which has that product - not its distant cousin.
Can't I just transfer the IP?
This is a complex area that can easily incur tax issues, so you need to get proper advice and that can be expensive. You will then also hit problems if your operations and sales are still in your overseas company, as you will need properly structured agreements. Most likely this is a complicated headache that you just don't need right now. There is also a solid chance the investor won't accept this anyway. We talk about this in more detail here.
What do they want then?
So what's a founder to do? What's needed here is a flip, most likely in Delaware - a process whereby you insert a holding company over the top of your current company, creating a corporate group. Crucially here, the new holding company will own your overseas company, so it will have control and all the rights that go along with it. You can then accept the investment into the US company and transfer money from parent company to subsidiary.
We wrote on our blog about the pros and cons of this, so take a read to help you decide if it's worth it.
If there is space to have a discussion with your investors around if it's needed - try to explore why they are insisting on this and if there are other potential options for you. With incoming US tax changes, the investor may be more open to overseas investment.
Is it worth it? I spoke with someone who was considering all of this for a $25k investment. Much of that would be eaten up with the flip, not to mention the ongoing burden of future year taxes, etc. On the other hand, consider the big picture here too - we found Y Combinator to be massively helpful, far and beyond just the cash.
If the answer is still yes - check out our blog for what to expect during the process.