In today’s global startup ecosystem, international founders are no strangers to the allure—and scrutiny—of the U.S. venture capital landscape. Whether you’re operating from Singapore, Berlin, or São Paulo, the gravitational pull of Silicon Valley and other U.S. investor hubs is undeniable. Access to deep capital pools, experienced venture partners, and a sophisticated market ecosystem continues to draw ambitious founders toward the U.S.

Yet while the product may excite and the pitch may resonate, the round itself often stalls—not because the idea isn’t compelling, but because the business isn’t structured for U.S. investor expectations.
At Anbac Advisors, we work closely with cross-border startups looking to navigate this very challenge. In this blog, we explore what U.S. investors expect structurally when evaluating international startups, why these expectations exist, and how founders can prepare themselves to meet them—seamlessly.

Why Structure Matters to U.S. Investors

U.S.-based venture capitalists are not only assessing your startup’s potential—they’re assessing risk. Legal, financial, and operational risks are just as important as product-market fit. When a U.S. investor enters a deal, they expect a degree of familiarity and protection that comes from specific structural norms:

• Legal clarity on shareholding, governance, and rights.
• Tax efficiency and minimized friction for future rounds or exits.
• Regulatory compliance in jurisdictions they understand.
• Exit potential through U.S. M&A or IPO routes.

For these reasons, your startup’s legal and operational structure needs to feel intuitive to a U.S. investor. They want to deploy capital into a vehicle they understand—typically, a Delaware C-Corporation—with a clean cap table, standard documentation, and transparent operations.

So, what does this mean for you if you’re headquartered elsewhere?

The Delaware C-Corp: A Global Standard for U.S. Funding

The Delaware C-Corp is not just a legal entity—it’s a signal. It tells U.S. investors you’re playing by the rules of their game. Delaware offers a predictable corporate framework, well-developed case law, and investor-friendly governance rights.

For international startups, this usually means implementing a “flip” structure, where your foreign operating entity becomes a wholly owned subsidiary of a newly formed Delaware holding company. This holding entity becomes the investment vehicle for U.S. funds.

While flipping sounds straightforward, it involves a series of nuanced steps: tax assessments, shareholder approvals, legal filings, and regulatory notifications. Each country poses its own challenges. In Singapore, for instance, the regulatory environment is supportive, but founders must still evaluate stamp duties, cross-border taxation, and capital gains treatment carefully.

At Anbac Advisors, we routinely guide founders through this cross-border restructuring—balancing compliance in both jurisdictions and minimizing disruption to ongoing business operations.
The Clean Cap Table Principle

Even if your business is high-growth, a messy capitalization table can be a deal-breaker. U.S. investors expect:

• Clearly delineated equity ownership (no unrecorded side agreements or unissued shares).
• Vesting schedules for all founders and early team members.
• A clear option pool set aside before the round (often 10–15%).

Problems arise when early angel rounds were loosely documented, when there are multiple share classes without rationale, or when foreign instruments (like convertible notes under local frameworks) confuse the investment picture.

It’s critical to conduct a cap table audit before engaging U.S. investors. Align the documentation with U.S. standards, harmonize equity instruments, and ensure there’s no legacy baggage that could raise questions.

Investors want to see that you understand the road ahead. A clean cap table signals foresight and maturity.

Financial and Tax Readiness: U.S.-Style

Another cornerstone of investor readiness is financial hygiene. U.S. investors operate in a world where GAAP compliance, robust forecasting, and reliable KPIs are foundational—not optional.

For international startups, this means preparing:

• Consolidated financials where applicable (especially if you’re flipping to a U.S. parent).
• Standardized reporting in USD.
• Pro forma statements that show how the business will operate post-funding.

On the tax side, attention must be paid to:

• Transfer pricing policies between the U.S. holdco and foreign opcos.
• Withholding tax implications for repatriating profits or paying intercompany fees.
• IRS and state-level compliance for the new U.S. entity.

Failure to anticipate these issues can result in friction at the term sheet stage—or worse, during due diligence. At Anbac Advisors, our cross-border tax team works alongside legal and corporate structuring experts to align your business with investor expectations—without introducing unnecessary liabilities.

IP Ownership and Data Compliance

In many international startups, IP resides in the original operating company—in Singapore, India, or elsewhere. However, U.S. investors often require that all IP be assigned or transferred to the Delaware entity.

Why? Because IP ownership directly affects exit value. If your core tech or product IP is owned by a foreign entity, it complicates M&A or IPO routes in the U.S. It also exposes the investment to foreign legal regimes, which investors may not fully understand.

It’s also increasingly common for investors to inquire about data privacy compliance—especially if your platform handles user data across borders. GDPR, Singapore’s PDPA, and U.S. privacy laws (like California’s CCPA) all need to be considered. Investors want reassurance that you’re not inadvertently violating regulations that could result in fines or lawsuits.

If you’re early-stage, now is the time to consolidate IP, codify your licensing or assignment agreements, and ensure your data practices are documented and legally sound.

Governance: Getting It Right Early

Governance tends to be an afterthought for many early-stage startups—but not for U.S. investors. In fact, they often request certain governance rights as a condition of the round:

• Board seats and observer rights.
• Protective provisions over major decisions (e.g., new funding, M&A, key hires).
• Regular reporting and visibility.

U.S. investors are familiar with Series Seed or Series A term sheets that follow templates like NVCA or YC SAFE agreements. If your current setup includes non-standard shareholder agreements or legacy investor rights that conflict with these templates, it could derail the round.

Cleaning up governance documents early can go a long way in streamlining your raise. This is especially relevant if your previous rounds were done under local jurisdiction frameworks that don’t map well onto U.S. norms.

Partnering With Experts Who Understand Both Worlds

Structuring your startup for U.S. investors is not just a legal exercise—it’s a strategic alignment. You’re not just translating your entity; you’re translating your business model into a structure that speaks the investor’s language.

At Anbac Advisors, we don’t believe in cookie-cutter solutions. Every international startup has its own path, shaped by its origin market, sector, growth model, and target investor profile. That’s why we bring a multidisciplinary lens—corporate law, tax advisory, financial modeling, and operational due diligence—to help founders present a compelling, compliant, and investment-ready narrative to U.S. investors.

Our experience spans helping Southeast Asian SaaS firms flip to Delaware for their Series A, guiding Indian healthtechs through cross-border licensing models, and supporting African fintechs preparing for U.S. venture debt deals.

No matter where you’re starting from, a seamless round is achievable—with the right guidance.

Final Thoughts

Fundraising from U.S. investors is a defining milestone for many international startups—but it’s also a test. The ability to anticipate investor expectations, structure your company accordingly, and eliminate sources of friction can mean the difference between a stalled conversation and a successful raise.

As a founder, your vision is global. Your structure should be too.
If you’re considering a U.S. round or in the process of preparing your next raise, reach out to the Anbac Advisors team. Our cross-border specialists can help ensure your business is structurally sound, investor-aligned, and ready for your next big chapter.

By
Team Anbac Advisors