A flip-up places a Delaware C-Corp above your Turkish operating company: shareholders exchange their Turkish shares for stock in the new topco, investors hold the US entity, and operations stay in Türkiye. It is the structure most US venture funds require before they invest — and the single most important rule is timing: execute the flip while the valuation is low, because the share exchange is generally a taxable disposal for Turkish shareholders.
This hub collects the building blocks: structure and tax concepts, equity instruments on the US side, model documents, and our execution services.
Structure essentials
- Flip-up — the mechanics, step by step
- Delaware C-Corp and C-Corp — why this entity type
- QSBS — the US tax exemption that rewards early structuring
- 409A valuation — pricing US options after the flip
Equity after the flip
- ISOs and RSUs — US instruments for your team
- ESOP and vesting — migrating the Turkish option plan to the topco
Documents and checklists
- YC SAFE documents — most flips happen right before a SAFE round
- NVCA model documents — the priced-round stack on the US side
Deeper reading
When you need counsel
We run flips end to end — Delaware formation, share exchange, Turkish-side valuation and FX formalities, IP migration, and ESOP transition — coordinated with US counsel where needed. See US Company Formations & Flip-Ups and Startup & Scaleup Advisory.