Whether you are flipping your Indian, UK or Singapore startup to a Delaware C-Corp for US VC investment, inserting a holding company above your existing business, cleaning up your cap table for M&A, or converting your entity type — CompanyVista manages the restructuring from design to execution. Legal opinions and tax advice coordinated with specialist advisors.
Tax implications of any restructuring must be assessed and confirmed BEFORE execution — not after. A share swap, holding company insertion or entity conversion done incorrectly — or done before the tax position is confirmed — can create irrevocable taxable events that cannot be unwound. For Indian companies: FEMA and SEBI regulations apply and specialist Indian CA is required. For UK companies: s.135 TCGA share exchange relief conditions must be met. CompanyVista coordinates with specialist tax lawyers and CAs in each jurisdiction before any restructuring is executed. We never execute a flip before the tax position in the origin country is confirmed.
US venture capital funds almost universally require a Delaware C-Corporation or Cayman Islands Exempted Company as the entity they invest in. If your company is currently incorporated in India, UK, Singapore or any other non-US jurisdiction, you need to "flip" — restructuring so the new Delaware or Cayman entity sits above your existing company as the parent holding company.
Cayman Exempted Companies are used as the top-level entity when: the founding team is non-US and prefers a non-US legal structure; the company plans a dual-listing or non-US IPO; there are complex cross-border shareholder arrangements; or the company is structured for a family of funds rather than a single C-Corp. Many Asian and European startups raising US VC use Cayman rather than Delaware. CompanyVista advises on which is appropriate for your specific investor base and exit scenario.
The share exchange at the time of the flip creates a potential taxable event based on the company's value at that moment. If the company is worth little, the tax cost is minimal. If the company has grown significantly, founders may face substantial capital gains tax on a notional gain — even though no cash changes hands. Flip as early as possible — ideally at or near incorporation, before product-market fit and before significant IP value has been created. Many investors now require the flip to be completed before they will issue a term sheet.
The share-for-share exchange at the heart of the flip is a potential disposal of shares in the original company for tax purposes in the country where the original company is incorporated. The tax treatment varies significantly by jurisdiction — and must be confirmed before any flip is executed.
CompanyVista reviews your current legal structure, shareholding, IP ownership, existing agreements (shareholders agreement, option plan, loan notes, SAFEs), jurisdiction of incorporation and restructuring objective — VC readiness, holding structure, entity conversion or M&A preparation. Free consultation, no commitment.
⏱ Free — typically 45 minutesCompanyVista coordinates with specialist tax advisors in the origin country to confirm the tax treatment of the proposed share exchange or restructuring BEFORE any new entity is formed or any legal documents are signed. For India: specialist CA reviews FEMA, SEBI and Income Tax Act implications. For UK: HMRC clearance letter considered under s.135 TCGA. For Singapore: IRAS stamp duty and transfer pricing reviewed. We do not proceed to entity formation until the tax position in the origin country is confirmed.
⏱ 2–6 weeks depending on jurisdiction and complexityCompanyVista incorporates the new Delaware C-Corp, Cayman Exempted Company or other target entity. Share capital structure designed for the intended purpose — for a Delaware flip: authorised common shares for founders, blank check preferred authorised for future VC rounds, ESOP reserve pool allocated. For a holding company insertion: appropriate share structure for the subsidiaries it will hold. All incorporation documents, registered agent and registered office arranged.
⏱ Delaware: 1–3 days · Cayman: 5–10 days · Others: 1–4 weeksSpecialist corporate lawyers (coordinated by CompanyVista) prepare the share exchange agreement, board and shareholder resolutions, new shareholder agreement, and any required regulatory filings in the origin country. For Indian companies: FEMA filings, regulatory approvals and CA certificate. For UK companies: s.98 Companies Act notification or HMRC clearance letter. Documents reviewed by CompanyVista before execution — client signs. No document is signed before the client understands exactly what they are signing.
⏱ 2–4 weeks for legal documentationCompanyVista sets up the cap table in the new entity — recording all shareholders, their shareholdings, vesting schedules and any option grants. Employee stock option plan (ESOP) established under the law of the new entity — Delaware ISO/NSO plan or Cayman option plan. Cap table management software (Carta, Pulley, Capdesk) configured. All existing shareholders receive their share certificates or book entries in the new entity.
⏱ 1–2 weeks after legal executionThe new holding entity has its own compliance obligations — annual franchise tax (Delaware: due 1 March, minimum $400 for C-Corp), registered agent maintenance, annual report, BOI/FinCEN filing. CompanyVista tracks all compliance for the new entity alongside the existing operating company. The operating subsidiary's compliance (ACRA, Companies House, MCA, etc.) continues as before — unchanged by the flip. Consolidated compliance management across the entire group.
⏱ Ongoing — all deadlines managed proactivelyCompanyVista never forms the new entity before confirming the tax position in the origin country. A flip executed without tax confirmation in India, UK or Singapore can create a permanent, irrevocable tax liability on a notional gain — even though no cash changed hands. Tax assessment before execution is non-negotiable in every restructuring engagement.
Many founders come to CompanyVista wanting to flip a company worth several million — at which point the flip is expensive and the tax cost is significant. CompanyVista advises founders at the earliest stage — at formation, if US VC is a realistic future goal, structure for it from day one. We are honest when a late flip is more costly than beneficial.
CompanyVista coordinates with specialist Indian CAs, UK tax lawyers and US securities attorneys for the jurisdiction-specific elements of every flip. We do not take on work outside our scope — legal opinions, FEMA filings and HMRC clearance letters are handled by qualified specialists, managed through CompanyVista as your central point of contact.
CompanyVista builds the cap table in the new entity correctly — proper share classes, accurate vesting schedules, documented option pools and clear rights for each class. A cap table built correctly at the time of the flip is significantly cheaper than repairing one that was built incorrectly before a Series A due diligence process.
CompanyVista forms the new holding entity and then maintains its annual compliance — Delaware franchise tax, BOI filing, registered agent renewal, annual report. The operating subsidiary's compliance continues unchanged. One team manages the entire group — no separate US compliance agent, no separate Indian compliance team, no gaps between providers.
CompanyVista provides a complete cost projection for the restructuring — new entity formation costs, legal coordination fees (passed through at cost), specialist advisor fees in each jurisdiction, annual compliance costs for the new entity. The total cost of the flip is confirmed in writing before any work begins. No mid-process surprise invoices.
CompanyVista designs and executes company restructurings — Delaware and Cayman flips, holding company insertions, entity conversions, cap table cleanup and pre-acquisition structuring. Tax position confirmed before execution. Specialist advisors coordinated. Written quote before any commitment.
CompanyVista designs and executes company restructurings and startup flips for international founders and businesses. The most common engagement is the US flip — restructuring an Indian, UK or Singapore company so a new Delaware C-Corporation or Cayman Exempted Company sits at the top of the structure as the parent holding company, with the original operating company becoming a wholly-owned subsidiary. US venture capital funds require Delaware C-Corp or Cayman entities because: preferred stock (essential for VC term sheets) can only be issued by C-Corps, not LLCs; QSBS (Qualified Small Business Stock, up to 100% CGT exemption for 5-year holders) requires a C-Corp; Delaware corporate law is the most investor-friendly in the USA; most LP agreements in VC funds prohibit investment in foreign entities or LLCs. The flip is executed via a share-for-share exchange — founders swap shares in the original company for shares in the new Delaware or Cayman entity. Tax implications in the origin country must be confirmed before execution: India (FEMA, SEBI, Section 47 exemption — specialist CA required), UK (s.135 TCGA share exchange relief — HMRC clearance recommended), Singapore (no CGT — most straightforward). Flip early — before significant company value accrues — to minimise tax cost. CompanyVista also handles holding company insertions, entity type conversions (LLC to C-Corp, LTD to Plc), cap table restructuring for M&A readiness, pre-acquisition structuring and company re-domiciliation (BVI/Cayman). CompanyVista is not a law firm — legal opinions, FEMA filings and HMRC clearance letters require qualified specialists coordinated by CompanyVista.
Restructuring & Flip · Delaware · Cayman · India · UK · Singapore · Tax confirmed before execution
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