Startup Flip

Also called Flip and Delaware Flip

Restructuring so that a foreign (often US Delaware) holding company owns the operating company, common for Indian startups that raise from US investors. Reversing it is a reverse flip.

Why it matters

The flip can ease access to US capital and customers, but it carries significant tax, legal, and cost implications, and is hard to undo. Founders weigh it carefully, and some now reverse-flip back to India as its market and capital deepen.

For example

To raise from US investors, an Indian startup flips so that a newly created Delaware company owns the Indian operating company.

Worth your time

Flip Structure for Indian Startups: A Complete Guide Treelife · article If a US fund pushes you toward a Delaware structure, this is the India-specific legal and tax manual for what you are actually signing up for. It walks the three flip models (gradual migration, share swap, split economics) and names the real compliance surface: FEMA ODI filings, the 400 percent net-worth ceiling, 12.5 percent LTCG on share transfers post-Budget 2024, transfer pricing above the 1 crore Form 3CEB threshold, POEM and GAAR risk, and ESOP mirror grants. It works a concrete B2B SaaS example flipping at a 4.5M dollar valuation with an 8 to 14 week timeline. Open treelife.in →

Related terms

Delaware C-Corp Private Limited Company Incorporation

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See how founders actually handle this on Co-founders, team and legal, part of the Starting Up hub.

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