The 2026 playbook for EU companies entering the US
The route from an EU cap table to a US one is well-trodden, which is precisely why its mistakes are so standardized. This is the condensed version of the map.
Entity: for venture-bound companies the answer is almost always a Delaware C-Corp above the existing entity — the flip — rather than a parallel LLC. US investors price anything else as friction.
The flip itself is a share exchange: EU shareholders contribute their shares to the new Delaware parent. The tax analysis sits on the EU side — exit taxation, participation exemptions, and the timing relative to the next financing round decide whether the flip is cheap or expensive. Flip before the valuation rises.
IP migration is where diligence dies. The Delaware parent must own or exclusively license the IP, the chain of title must survive scrutiny, and transfer pricing must be defensible. Founders' prior employment agreements are the most common landmine.
Regulatory: three filings are routinely forgotten. CFIUS analysis where the business touches critical technology or data; BEA Form BE-13 on inbound investment; and state-level qualifications where employees actually sit. None is exotic; all are painful retroactively.
Sequence matters more than speed: structure, then IP, then money. A term sheet signed before the flip closes will reprice it.