The decisions that get expensive once they are made in the wrong order.
Practical guidance for UK founders and investors approaching US expansion, investment and transactions. Every article answers one question on the facts, cites its sources, and keeps the UK side in view.
Do UK founders need a Delaware company to raise US investment?
Usually not. A US individual can subscribe directly into a UK Ltd, and angel or seed money rarely requires a flip. Delaware becomes the real question at a priced, US-led round, where QSBS needs original-issue US stock.
Are US profits taxed twice on the way back to a UK company?
The problem is not the LLC. It is that the US and the UK disagree about what an LLC is, and who holds the interest, an individual or a company, decides whether that mismatch is punitive or manageable.
When an employee shareholder leaves, is it capital or income?
Not decided at the exit. The outcome is set by what the articles say happens on leaving, whether a s 431 election was made within fourteen days, and which mechanism the company can actually use when the moment comes.
Selling a UK company to a US buyer, how should the deal be structured?
Not shares or assets. What a UK founder keeps is set by the composition of the consideration, the housekeeping done before a buyer arrives, and the fact that a US acquirer wants a different shape from the structure than a UK one does.
Who is NorthArc?
The decision layer, not another accountant. NorthArc is a specialist UK tax, structuring and advisory firm for technology, AI and media companies making a US-linked move, and it owns the whole structure and the order it is built in.
R&D tax credits for AI companies
Eligibility is rarely the problem. Cloud compute and data licences can qualify, but only the portion used directly for qualifying R&D. AI claims most often fail on apportionment and on who initiated contracted-out work.
Compute infrastructure as capital expenditure
Owned is capital, on-demand is revenue. Owned GPUs and servers are normally capital expenditure relieved through capital allowances, while on-demand cloud GPU capacity is normally revenue expenditure deductible when incurred. Acquisition decides it, not use.
API costs: COGS, OpEx, or R&D?
It depends what the spend is for. Under UK GAAP, foundation-model API spend that delivers a customer service usually sits in cost of sales, internal-productivity use is operating expenditure, and development use may be a development cost.
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Selected engagements, with the sequence set out.
Not what the rule is, but what was actually decided, and in what order.
When the US advice is wrong about your UK life
UK home and pensions retained; structure kept UK-parented
Three jurisdictions, £11M in losses, one HoldCo decision
Losses and EMI preserved; group positioned for an institutional round
A defensible answer on US investment
US investment viable; future options preserved
One term. One answer.
For single-term definitions rather than full articles. Each entry is self-contained and written to be quoted accurately.
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Quarterly, on UK-to-US structuring for technology, AI and media companies. Not ready to read? Get your Exposure Score, free, six minutes, no call required.