US venture capital is the deepest pool of startup money in the world. In 2025, US companies raised about $274 billion, close to 64 percent of all global venture funding, according to Crunchbase. The money is there. The question is whether your company is ready for the scrutiny that comes with it.
Investors do not fund a pitch deck alone. They fund a company that holds up under due diligence. The gaps that stall a raise are rarely the product. They are the structure and the operations underneath it.
This checklist is a founder self-audit. It covers the six areas US investors examine before they wire, so you can find your gaps before they do. Work through it here, or download the printable version and tick it off as you go.
Free download: The US Fundraising Readiness Checklist (PDF)
A branded, printable self-audit across all six areas below. Download it here »
Why readiness matters more than the pitch
US investors move fast, but they check hard. Diligence looks at your cap table, your IP, your US employment setup, your books, and your US presence. Any one of these can slow a deal or lower a valuation.
Most founders prepare the story and neglect the plumbing. In our experience, the gaps sit in two places: US employment compliance and bookkeeping. Both are fixable, and far faster to sort than a corporate restructuring.
If you are still deciding whether you even need a US entity to raise, start with do you need a US entity to raise investment. For the investor’s point of view, read what US investors look for in European startups.
The six areas investors check
1. Entity and structure
US venture funds usually expect a Delaware C Corp, and some require it. Before you raise, you should know whether a flip is needed, and when. Check that:
- You know whether US investors expect a Delaware C Corp, and by which round.
- If you plan to flip, you have modelled the timing so it does not land mid-raise.
- You have chosen the right US state to operate in, not just to incorporate in.
- You have a registered agent and a real US business address in place.
- You hold an EIN, or you know exactly how and when you will get one.
The trade-offs here are the whole subject of our guide to Delaware C Corp vs UK Ltd.
2. Cap table and equity
A messy cap table is one of the fastest ways to lose investor confidence. It signals risk before anyone reads your numbers. Check that:
- Your cap table is clean, current, and matches your legal documents.
- Founder vesting and any option pool are documented, not just agreed verbally.
- Prior SAFEs, notes, and SEIS or EIS investments are recorded accurately.
- You can produce a fully diluted cap table in minutes, not days.
- You understand how a flip would affect UK shareholders and their tax relief.
For the wider funding picture, our US venture capital guide is a useful primer.
3. Intellectual property
Investors want the company to own what makes it valuable. Split or personal IP ownership is a red flag they will not ignore. Check that:
- All IP is owned by the company, not by founders or contractors personally.
- Every employee and contractor has signed IP assignment.
- Trademarks and key domains are secured in the US, not only at home.
- Ownership is clear between your UK and US entities, with no grey areas.
If you are hiring US talent, protect your IP as you go, as we cover in hiring US talent while safeguarding your IP.
4. US employment and compliance
This is where founders get caught most. Misclassified contractors and non-compliant benefits are diligence findings that can freeze a deal. Check that:
- Anyone you pay in the US is classified correctly as an employee or contractor.
- US hires have compliant contracts, benefits, and workers’ compensation.
- You are registered for payroll tax in every state where you employ people.
- You know the true cost of a US hire, including employer taxes and benefits.
- Your first US hires are set up compliantly, whether direct or through an EOR.
Worker status is the one people get wrong, so read contractor and employee misclassification in the USA before you raise.
5. Financials and bookkeeping
Investors need numbers they can trust, on short notice. Books that are months behind slow diligence and dent confidence. Check that:
- Your books are up to date and investor-ready, not months behind.
- If you run two entities, both sets of accounts are clean and reconciled.
- You have a handle on transfer pricing between your UK and US entities.
- Your burn rate and runway reflect real US costs, not home-market estimates.
- You can share management accounts on short notice during diligence.
International founders trip over the same issues, which we set out in 10 bookkeeping mistakes international companies make in the US.
6. US operational presence
Investors want to see that you are serious about the US, not just curious. A real presence supports the story you are telling. Check that:
- You have a US address and phone presence that stands up to scrutiny.
- You can show real US traction: customers, pipeline, or partnerships.
- You have a plan for how the US team will be hired and managed.
- You have a US bank account, or a clear path to opening one.
Opening that account is harder than founders expect, as our guide to US bank accounts explains.
Red flags that stall a raise
Some findings do real damage in diligence. Watch for:
- Misclassified US contractors who should be employees.
- A messy or out-of-date cap table.
- IP owned by people rather than the company.
- Books that are months behind when diligence begins.
- A flip attempted mid-raise, adding weeks of delay.
How to use the checklist
Work through all six areas and tick what is already true. Count your ticks. The gaps that show up are your pre-raise to-do list. Most sit in employment compliance and bookkeeping, and most are quick to fix with the right help.
For a fuller view of what makes investors confident, pair this with building US investor credibility.
Get the printable checklist
Download the one-page US Fundraising Readiness Checklist and share it with your team.
Where Foothold America fits
We are the US expansion specialists that UK and European founders call before, during, and after a raise. We handle the operational reality investors examine, so your US foundations are solid when it counts.
That means US entity setup, registered agent and US address, EIN and bank account support, payroll, benefits, and bookkeeping across both companies. We also help you hire your first US employees through an Employer of Record, so hiring and fundraising do not wait on each other.
We are real people who do this every week. Get the plumbing right, and the raise gets easier.
Frequently Asked Questions
Get answers to all your questions and take the first step towards a US business expansion.
They examine your entity and structure, cap table, intellectual property, US employment compliance, financials and bookkeeping, and your US operational presence. Weakness in any one can slow a deal or lower a valuation.
Misclassified US workers and out-of-date books are the two most common. Both are fixable, and faster to sort than a corporate restructuring.
Not always. Some US investors back a UK Ltd, especially at seed stage. Many venture funds prefer or require a Delaware C Corp, and the pressure grows at Series A. Our guide to Delaware C Corp vs UK Ltd covers the detail.
Keep it current, make sure it matches your legal documents, record all SAFEs, notes, and option grants, and be able to produce a fully diluted view quickly.
Yes. You can hire through an Employer of Record without a US entity, then move staff onto your own entity once it is set up.
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