Flipping to the US? Take your cap table with you!
Your counsel decides the structure. We handle the records either side of them: the new US company set up properly, and the old one kept intact so nothing is lost.
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The Process
It usually starts with advice
Structure comes first, decided by counsel who do this for a living. Cake picks up once they've landed on it.
🇦🇺 Local Counsel
Your side of the deal
Tax rollover relief, shareholder consents, and what happens to your existing plans.
🇺🇸 US Counsel
The US side
Delaware incorporation, new share classes, and the financing documents.
🍰 Cake
The records
Both companies, both sets of holdings, every grant and its history.
The Cake way
Nothing resets when the entity changes.
Set up the new US company
New share classes as your counsel defines them, holdings mapped across.
Keep old company records
Full history stays in Cake. We do not charge you to keep it.
Shareholders in the loop
When signatures are needed, the stakeholders are ready.
Global option pools
One pool, employees in multiple countries, local rules handled per person.
Switch between the two
One login, both companies, nothing to export.
Vesting and grant history
Original start dates survive, so nobody's vesting quietly resets.
Trusted by VCs, attorneys, and finance experts
What Experts say
"I'll give a shameless plug here. Being on a cap table platform like Cake before and after can really simplify that (Delaware flip) process — the explanation is, you're going to be able to log in and see your holdings in a similar way."
CODY PETERSON, Partner, Technology Companies Group, Orrick, Los Angeles
Loved by 10,000+ companies from all stages of growth.
Ready to talk through your flip?
Book a flip review with Shannon: 20 minutes, no cost, no obligation. Bring your current cap table and we'll walk through what carries over.
Book a flip reviewFrequently asked questions
Questions founders ask before they flip.
Need more help? Visit the Help center
What is a Delaware flip?
A Delaware flip is when a company incorporated outside the US restructures so a new US parent, usually a Delaware C-Corp, sits above the original entity. It's a common step for non-US startups raising from US investors, since Delaware corporate law is what most US VCs and standard financing documents are built around.
Does Cake handle the legal side of the flip?
No. The structure, tax treatment, and share exchange are decided by your counsel on both sides of the deal. Cake handles what happens to the records once that structure is set: building the new US company's cap table and keeping the original company's history intact. If you do not have lawyers yet, we are happy to introduce you to partners who do this often.
Will my vesting schedules reset when we flip?
Original grant start dates often carry over rather than resetting, so vesting continues from where it already was rather than starting over under the new entity.
What happens to my original company after the flip?
Old company records stay in Cake alongside the new US entity, and there's no charge to keep it. Its full transaction history remains accessible, and you can switch between both companies from a single login.
Do all my shareholders need to sign off?
Most flips need consent from shareholders in the original company, so having current contact details and an existing relationship with them makes the process move faster.
