The Structure Review
Know exactly how to expand into the US, and in what order.
Expanding into the US touches tax, equity, IP, founder residency and investor diligence at once. The Structure Review answers each in writing, in the right order, before a wrong move becomes expensive to unwind.
Investment
From £5,000
Fixed fee, set in
your discovery call
Delivery
5 working days
From kickoff to
written deliverables
Value guarantee
A clearer decision
or your fee back
When to involve NorthArc
Six moments when the US question gets real.
Any one of these can be the right move. The risk is making it without seeing the whole picture first.
Why this goes wrong
The mistake that rarely looks like a mistake.
Your UK accountant may correctly advise on the UK tax consequences. Your US lawyer may correctly set up the US company. But without one adviser looking at the structure as a whole, a straightforward decision can create problems elsewhere.
Those problems appear later, as extra filings, a delayed round, EIS relief or EMI options put at risk, or paying advisers to undo work you have already paid for. By then the company may be too far into the structure to unwind it cleanly.
What you get
Five questions, answered for your situation.
Your structure is who owns what, who employs whom, and where everything sits. It decides what you pay in tax and whether you stay investable. A Structure Review works through five questions about yours, and gives you each answer as a document you can forward to your board, your investors, or a buyer’s adviser.
01
What is actually driving this?
Which catalyst is really behind your US question, and the structural response that follows. Trigger Classification
02
What have I already triggered?
A readout of your exposure across six UK and US dimensions. Exposure Score
03
Which routes are genuinely open?
Five named routes, ranked and scored for your situation, not just the default. Routes Matrix
04
In what order do I move?
The dated, ordered sequence of decisions, with the gates between each step. Roadmap
05
Can I defend it later?
A one-page, forwardable explanation of why the structure holds, for whoever reads it next. Defensibility Brief
Delivered and workshopped with you directly, then signed, dated, and stood behind by the firm.
From a founder who did this
The real aha moment was a single piece of paper. Every scenario mapped, in plain English, with the wins and losses for an investor. And you can present different outputs to different people. If you want the big broad picture, it is there. If you have got a real analytical person, you hand them the high-spec doc. It is not one size fits all, and that is where the magic is.
James Parkes
Founder, ImpactOS
NorthArc concluded Evexia should keep its UK structure and take the investment without restructuring. The investment progressed, and the reversible options stayed open.
Read the Evexia case study →What you’re actually buying
Anyone can get an answer.
Not everyone can stand behind one.
Answers are easy to come by, and most of them look right. What is hard to come by is the judgement that decides which answer is correct for your situation, and a named adviser who puts their name to it.
A name on it
Every Structure Review is signed by Stephen Pell FCCA CTA, a chartered certified accountant and chartered tax adviser regulated by the ACCA. Regulated advice from a named individual, not an anonymous output.
A view, not just an answer
Two answers can both look right on paper. Judgement is knowing which one holds in your specific situation, and saying so in writing.
One picture, not six
UK tax, US tax, employment, IP, investor mechanics, founder residency. The method holds all of these together, where six separate advisers hold six separate pieces.
A decade of doing this
The method comes from a decade of UK-to-US structuring work, not from first principles each time. You are buying the pattern recognition as much as the analysis.
The document is the receipt. The judgement is what you are paying for.
Our guarantee
You will know what to do, and why.
If you finish the Structure Review without a clearer, better-founded decision than you had when you started, tell me and I will refund the fee. No argument about scope.
One thing worth saying plainly. If the Review concludes “not yet, resolve these first”, that is not a failure of the engagement. A clear recommendation to wait, with the reasons and the steps to take, is exactly the value you are paying for. A defensible answer, even when it is not the one you hoped for.
How it works
Three steps. Two of them free.
Every Structure Review begins where your Exposure Score ends, and runs to the proposal that names the work.
01 / Exposure Score
Take the Exposure Score
Free, 6 minutes. You will receive a personalised report on your cross-border position.
02 / Discovery call
Book a 45-minute discovery call
Free, and with Stephen directly. We will walk through your Exposure Score and surface what is actually at stake for your business.
03 / Decision
Proposal within an hour of your call
Fixed fee, written and named. If we do not think you are ready, we will say so. Roughly one in four calls end that way.
Pricing
From £5,000.
The price scales with what is at stake. Most engagements anchor at £5,000. A founder with more at risk, a live exit, a structure already in motion, or a position that needs to hold for a buyer twelve months out, sits higher. Your discovery call determines which.
Investment
From £5,000
Fixed fee, set in your discovery call
When it scales
Higher-risk cases
Live exits, structures already in motion, or positions that need to hold for a buyer
Value guarantee
A clearer decision
or your fee back
The right moment
The Structure Review has a right moment. This is how you know.
The Structure Review is built for a particular moment: when a US decision is live and the order of what happens next actually matters. If you are not there yet, the Exposure Score will tell you where you stand, and that may be all you need for now.
This is the moment
- A live US decision: investment, a Delaware request, a first hire, or a relocation
- Advice already on the table that you want tested before you act on it
- You want one adviser to own the whole picture, not six separate pieces
- Pre-decision, or already crossed with an exit twelve to thirty-six months out
Not this moment
- Not yet certain the US is the right move
- Already US-incorporated and US-only
- Looking for a quick one-off opinion
- You are looking for someone to handle your US tax compliance. That is a different conversation.
If you are in one of these positions, the Exposure Score is the right next step. The engagement is not.
Roughly one in four discovery calls end with us saying you are not ready.
From a client
Stephen has been my first call on anything tax related and commercially important for almost a decade.
Simon O’Kelly
Founder & CEO, UMA Entertainment Group
Frequently asked questions
Seven questions founders ask before engaging.
You can. The deliverables you’d produce (a Delaware comparison table, a transfer-pricing memo, a sequencing plan) are all things a paid LLM will draft for you in an evening. What it won’t do is tell you which of two plausible answers is right in your specific situation, sign the result, or stand behind it when HMRC or a buyer’s lawyer asks. The Structure Review is the named, accountable version of that work. The documents are the receipt.
Next step
Talk it through with the person who would do the work.
A discovery call is 45 minutes, free, and with Stephen directly. Roughly one in four end with us saying you are not ready. If you are, the proposal arrives within an hour.
Not ready for a call? Start with the free Exposure Score, 6 minutes, no call.
Fixed fee from £5,000 · Backed by our value guarantee
Prefer to write first? hello@northarcadvisory.co.uk