Services
US Flip-Up & Delaware Structuring
A Delaware parent above your Turkish company, done in the right order. We design the flip so the cap table, the IP and the tax position arrive on the other side intact.
Book a 15-min intro callUS investors, accelerators and many later-stage funds will only put money into a US entity. The usual answer is a flip-up: a Delaware C-Corp is formed, the founders exchange their Turkish shares for shares in it, and the Turkish company becomes a wholly owned subsidiary. Simple on a whiteboard, expensive when the order of steps is wrong.
We run the Turkish side of the flip and coordinate the US side with US counsel and tax advisers we work with regularly. The share exchange, the transfer of intellectual property to the parent, the treatment of earlier SAFEs and angels, and the tax effect in Türkiye are settled before the first document is signed, not discovered after.
Scope
What this service covers.
Flip Readiness Review
Whether a flip is the right move at all, what it costs on both sides, and what has to be cleaned up in the Turkish company first: shareholdings, IP ownership, open founder loans.
Share Exchange Design
The step plan for exchanging Turkish shares into Delaware stock, including how existing SAFEs, convertible notes and angel rounds are carried across without diluting anyone by accident.
IP Migration to the Parent
Assignment or licence of code, brand and domains to the US entity, so the company investors are buying actually owns what they are paying for.
Turkish Tax Effect
The capital gains, transfer pricing and reporting consequences of the exchange on the Turkish side, modelled before the flip and documented after it.
Post-Flip Corporate Maintenance
Board consents, the option pool at the parent, intercompany service agreements and the subsidiary's ongoing Turkish compliance, kept in step with each other.
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