For UK venture-backed SaaS & AI companies expanding to the US
Incorporating a US entity is easy. Fixing it later isn’t. Identify the legal and tax risks that can create costly restructuring, investor concerns, and acquisition issues later.
15 MINUTES · FREE · NO CALL REQUIRED
Understand your risks before you make decisions that are costly to reverse.
“Setting up the US entity was the easy part, we did it ourselves online. No one told us what it would cost to unwind at our next round. NorthArc did, before we committed.”
The Problem
You hire a UK accountant.
A lawyer incorporates the US entity.
An EOR makes the first US hire.
Your investors send a structure template.
Everyone solves their piece. No one owns the whole structure.
The Cost
That’s usually when investors, a buyer, or a new adviser start asking the questions you can’t easily answer — in a fundraise, in diligence, at exit. The decisions were easy to make. They’re far more expensive to reverse.
Where it breaks
Delaware first
The founder is personally exposed before the company has even traded.
R&D, EMI and IP positions are reviewed only after the entity exists — when they’re harder to fix.
Real case: Briefing 01 →One hire, five states
A single contract triggers obligations across multiple states at once.
State nexus, registrations and payroll filings the EOR contract never mentioned.
See all briefings →EMI wrong entity
The team’s equity is at risk right before the round that depends on it.
Rolling them into the new HoldCo needs HMRC clearance and time you don’t have.
Real case: Briefing 01 →Six months in New York
Personal UK assets fall into the US net — without anyone deciding they should.
UK pension, ISA and home now in scope of an aggressive global reporting system.
Real case: Briefing 02 →Swipe →
Different symptoms. Same root cause: each decision was made in isolation, with no one reviewing the whole UK–US structure.
That’s why we built The Crossing Method™.
The Crossing Method™
NorthArc’s five-stage method for UK SaaS and AI founders crossing into the US. Each stage answers one founder question — in the order the answers actually matter.
01
Catalyst
Why now?
02
Risk
What’s already triggered?
03
Options
What routes are open?
04
Sequence
In what order?
05
Structure
Can you defend it?
Separate a real driver from borrowed pressure, before you act on someone else’s urgency.
Find the exposure that started months ago, before it compounds.
See every route, not just the one a US investor assumes.
Order the moves so each protects the next. This is where it’s usually got wrong.
Build something that holds up to HMRC, investors, and a future buyer.
01
Catalyst
Why now?
Separate a real driver from borrowed pressure, before you act on someone else’s urgency.
02
Risk
What’s already triggered?
Find the exposure that started months ago, before it compounds.
03
Options
What routes are open?
See every route, not just the one a US investor assumes.
04
Sequence
In what order?
Order the moves so each protects the next. This is where it’s usually got wrong.
05
Structure
Can you defend it?
Build something that holds up to HMRC, investors, and a future buyer.
The Structure Review
The Structure Review applies the Crossing Method to your specific circumstances: what’s already been triggered, which routes remain open, the order the decisions need to be made, and the structure most likely to withstand investor, buyer, and HMRC scrutiny.
The Guarantee
£15,000
If we can’t identify at least £15,000 of preventable future cost in your current trajectory, we refund the fee in full. A “don’t cross yet” verdict counts — the guarantee is met by what we prevent, not only what we recommend.
Delivery
5–7 working days
From kickoff to written deliverables
Investment
From £5,000
Fixed fee, set in your Crossing Conversation
01 — Diagnostic
Identify the risks in your current position
A personalised read on your cross-border position and where the sequence creates risk.
02 — Crossing Conversation
Understand what’s actually at stake
A director-led walk through your Diagnostic, your real exposure, and the options open to you.
03 — Proposal
A fixed-fee proposal, within an hour of your call
Named deliverables and a fixed fee. If we don’t think you’re ready, we’ll say so — roughly one in four Conversations end that way.
This isn’t a document an LLM can write. It’s a judgement call on your specific situation — the scenarios, the trade-offs, the things that don’t fit the template — made and signed by a qualified, experienced adviser who carries the consequences.
Why founders trust NorthArc
An LLM can list the options. Most advisers can explain compliance. NorthArc tells you what to do next — and in what order — and signs the recommendation as the firm.
Operator-led
Built by people who have scaled their own UK business into the US and exited it — not advisers watching from the sidelines.
Accountability
Every Structure Review is delivered and workshopped by a human, signed, dated, and stood behind by real people. An LLM cannot do this.
Outcome-focused
Built around fundraising, acquisition, and tax outcomes — not theoretical structures or technically-perfect answers that are commercially wrong.
Chartered Certified Accountants · Chartered Tax Advisers · International Tax Specialists
Selected Briefings
A small selection of recent founder situations — drawn from a larger body
of UK–US structural work. Names withheld. Decisions intact.
A UK SaaS company operating across the UK, Spain and the US — with US shareholders, EMI in place and an institutional round on the horizon.
The decision
UK HoldCo via tax-neutral share-for-share exchange.
EMI preserved. Losses retained. Round-ready.
A founder relocates to the US on an E-2 visa and starts hearing: sell the house, liquidate the pension, flip the company. Most of it was wrong.
The decision
Staged restructure, not panic restructure. UK assets
preserved. Optionality across both jurisdictions.
Proof
Four engagements. Four perspectives — defensibility, clarity, founder
optionality, and investor readiness.
Featured · On long-term trust
Stephen has been my first call on anything tax related and commercially important for almost a decade.
Supporting Testimonials
On defensibility
We were about to flip to Delaware. Stephen showed us why that would have cost approximately £45,000 in restructuring fees we’d have hit at our next round. We restructured first.
On investor readiness
We had two weeks to a term sheet. Stephen got us investor-ready in five days, with a brief our VC’s lawyers signed off on without changes.
On founder optionality
I had four advisors telling me different things about residency, equity and IP. Stephen wrote one document that resolved all of it. Five days. £5k fixed.
The Crossing Diagnostic takes 15 minutes. A personal report on where you stand and where the sequence creates risk — and a Crossing Conversation if we’re the right firm to help.
Prefer to write first? hello@northarcadvisory.co.uk