The Crossing Diagnostic

Thinking about the US?The moves are obvious.
The order isn't.

For UK SaaS and AI founders. A US subsidiary. An IP assignment. A first US hire. A founder relocation. Each one can be the right move. The Diagnostic places you at one of seven stages, finds the risks that are live there, and shows you where the order is the real one.

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15 min · No login · No sales call

crossing-diagnostic.pdf

Personal report

Northwind AI Ltd

Stage 04 · Investor-Pulled

Live question — structure

A Delaware flip engages section 135 TCGA 1992, with advance clearance under section 138. With a close company and a non-UK acquirer, sections 138ZA–138ZC may apply.

Sequence flag

IP assignment is queued before the flip. In this order, it risks crystallising a charge that resolves cleanly if reversed.

Reviewed & approved by a chartered accountant and tax specialist

Illustrative example · not a real client report

Sequence risk

The trap most founders miss.

The individual decisions are often correct. The order in which they're made is often not.

That's sequence risk. It's where most UK founders crossing to the US lose ground. The individual decisions may each be right, while the sequence creates tax, legal, and operational consequences that are expensive to unwind.

The seven stages

Which one are you?

01 The Pre-Catalyst StageYou're considering the US, but nothing has forced the question yet. 02 The Customer-Led StageUS customers are asking you to contract, bill, or hold data through a US entity. 03 The Hiring StageYour first US hire is the live decision: EOR or your own entity. 04 The Investor-Pulled StageA US investor has named conditions, often a Delaware flip. 05 The Crossing StageA founder is relocating to the US, or already has. 06 The Multi-Catalyst StageThree or more pressures are stacking at once, with no single one leading. 07 The Post-Restructure StageThe structural move is done, and the questions have turned to what comes after.

Most founders can guess their stage. The Diagnostic confirms it, and tells you what it means for the order of your next decisions. Investors and operators can run a portfolio company through it the same way.

What you get

See the structure before an investor picks it for you.

01 Your stageOne of seven, from Pre-Catalyst to Post-Restructure. It sets which risks are live and which are premature.
02 The risks that are live at your stageAcross tax, IP, commercialisation, and investor-readiness, picked out for a company in your position.
03 Where the sequence puts you at riskThe decisions that only go wrong if you take them in the wrong order.

It identifies the risks. It doesn't resolve them. Working out the right order, and what to do about it, is separate work that shouldn't start before you know where you stand.

Grounded in real law

Every conclusion traces back to law.

On a Delaware flip

A share-for-share exchange placing a US parent above a UK company engages section 135 TCGA 1992, with advance clearance under section 138. Where the UK company is close and the acquirer sits outside the UK, sections 138ZA–138ZC (Finance Act 2023) may treat the new shares as UK-situated for CGT. Whether they apply turns on facts the Diagnostic surfaces but won't resolve.

Start the Diagnostic Every report reads like this.

How it works

AI generated. Human reviewed.

The system reads your answers and your Companies House record and produces a citation-disciplined diagnostic in minutes, not weeks.

Then a chartered accountant and tax specialist reads it before you do. They can edit it, send it back, or decide it's not ready to go out. Nothing reaches you unread.

After you read it

What you do with it is up to you.

Act on it.

Most founders find two or three things to resolve. Often that's enough.

Take it further.

If the risks warrant it, a Crossing Conversation or a full Structure Review is where the order gets resolved and the structuring gets done. Never a precondition.

Sit with it.

Decide the US isn't ready yet. Often the right call.

We won't follow up unless you ask.

Begin

Before you make the next move, check the order.

Fifteen minutes. A personal report by email, reviewed before delivery. No charge.

Start the Diagnostic