Essay · 9 min read

The Delaware Flip Dilemma

Sparsh · Rustic Flute Free Intermediate India

This is the founder-voice gut check on whether flipping for US capital was ever worth it, and it puts hard numbers on the cost of getting it wrong. Meesho, Groww, Razorpay, and PhonePe paid over 600 million dollars combined in US exit taxes to reverse-flip back to India, and Groww's valuation dropped 30 percent doing it. It argues the Delaware playbook made sense when India's VC and IPO markets were thin, and that the calculus has flipped now that domestic capital and public markets are strong. Read it right before you decide chasing a US fund is the obvious move.

  • Reverse flips back to India cost Meesho, Groww, Razorpay, and PhonePe over 600 million dollars combined in US taxes, so the flip decision compounds into your eventual exit
  • The Delaware structure was a rational bet when India lacked deep VC and open IPO markets, but that condition has largely reversed
  • Decide your incorporation home against your real long-term exit and customer geography, not herd behavior or a US logo on the cap table
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The question it answers

  1. Should I raise from Indian VCs or try to get a US or global fund on my cap table?

Read with it

  1. This is the clearest recent evidence for the answer's core claim: for an India-first business a domestic fund often serves you... Rest of World Article · 10 min read India's VCs are beating Silicon Valley at home Rest of World staff
  2. If a US fund pushes you toward a Delaware structure, this is the India-specific legal and tax manual for what you are actually... Treelife Article · 20 min read Flip Structure for Indian Startups: A Complete Guide Treelife
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