US fund says "just flip to Delaware." Our accountant says that's a taxable event
Co-founder & CTO of a Pre-seed AI/ML tools in 🇮🇳 India.
We're a Bangalore-registered company with $300k committed from a US pre-seed fund — contingent on a Delaware topco. The fund's view, delivered cheerfully, is that this is "a week of paperwork, every Indian startup does it."
Our accountant's view is less cheerful: the share swap can be treated as a transfer at fair market value, which means real tax on paper gains for money we never saw, plus ongoing compliance in two countries, plus transfer-pricing filings between the entities forever. The advisor quotes we've collected range from $15k to $40k just to execute the flip, before the annual carrying cost. We're pre-revenue. That's two engineers for a year.
The fund is friendly but waiting, and every week of waiting reads as "can't execute." For anyone who actually did the India-to-Delaware flip pre-revenue: what did it truly cost, how long did it take end to end, and knowing what you know now — would you have incorporated in Delaware from day one even though all your early grants and benefits were local?