Ihar Mahaniok, the managing partner at Geek Ventures, shares his thoughts about why the founders have to incorporate their startups as Delaware C corp.

Founders, do the right incorporation from the beginning!

Here's the thing. It's not something to research, or decide later, or compare different options. If you are interested in raising venture money from US investors, you have to be incorporated as a Delaware C-Corp from day one. Not an LLC, not a different-state C-Corp, not a company incorporated in another country. And this has nothing to do with the location of the founders - you can and should do Delaware C-Corp regardless of where you are in the world.
There is an assumption among many founders that changing incorporation, or flipping, is easy. Or that investors don't care about incorporation. Or that LLC can be somehow better or easier. It's incorrect.

Talking from experience. Over 3 years of Geek Ventures, we have seen about 5000 startups. About 50% of them are Delaware C-Corps, and the rest are all different kinds.

I've heard from hundreds of startup founders something along the lines of "oh, let's talk about investing, incorporation is not a problem, we can easily flip to C-Corp", or "I am starting the process, it will take just a few weeks", but I don't ever hear from them "I completed the process, and now we are a Delaware C-Corp".
We went deep with many startup founders that had "alternative" incorporation. None of them ended up successfully converting to Delaware C-Corp.

We even pre-committed to two startups; we loved the founders so much that we said that we would invest when they flipped to Delaware C-Corp. In both cases founders told us that this was amazing, this is their priority, and they were working day and night on flipping to Delaware C-Corp. 9 months later in one case and 6 months later in another, both companies weren't able to finish this conversion, meaning that they have been stuck in their fundraising for so long, not being able to get venture money.

We often send a quick message to non-Delaware-C-Corp founders saying "We only invest in Delaware C-Corps, so please come back after you reincorporate"; if the founder responds with "oh that's easy, I will do it later at some point" - it shows us that the founder doesn't know their stuff.

Here's the thing. No matter where you live in the world, if you are about to start a company, and you have a vision that shows possible $100M+ revenues and above, incorporate as a C-Corp in Delaware. Don't do anything else.

If you already have a company with an alternative incorporation, and you are willing to go the venture route, talk to lawyers today about starting the flipping process; or start a new Delaware C-Corp from scratch. Otherwise, you will waste lots of time in fundraising.

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