Before raising funds in the United States, a French startup should have product-market fit at home and real commercial traction in the U.S. U.S. investors usually expect a Delaware C corporation at the head of the group (often through a “flip”), a founder who relocates, a local team, an ambitious pitch and clean accounts. It takes time, legal and tax support and a significant budget, so start preparing well before the first investor meeting.
Raising funds in the United States can transform a startup’s trajectory. But scaling in America requires operational and strategic rigor that French entrepreneurs often underestimate. Two experts share their advice.
When is the right time to raise funds in the U.S.?
With larger checks, sophisticated investors and a market more open to innovation, the United States represents a powerful accelerator for French startups. But U.S. expansion is not something that can be improvised. “It’s counterproductive to try raising there if you don’t yet have any activity in the U.S.,” warns Louis Sautet, Partner at Founders Future. “To maximize your chances, you need to prove the existence of a product-market fit in your home market and start showing real commercial traction in the U.S.,” he adds.
Yoann Brugière, co-founder of Orbiss, an accounting firm specializing in supporting French businesses in the U.S., echoes this caution. “A U.S. fundraising round requires significant resources, both legal and tax-related. It’s an operation that can weaken a company that is still too young,” he explains. In his view, the right timing is when the product has already found its audience in France, the value proposition is strong and the company has the means to consider a physical U.S. presence.
How should you structure your company before pitching U.S. investors?
One of the first expectations of American funds is legal structuring. “They’re still very attached to the Delaware C-Corp, a corporate status for companies incorporated in Delaware,” explains Louis Sautet. “They tend to view companies still legally based in France with suspicion, fearing tax risk, though they are more flexible than they used to be,” he continues. To reassure investors, it is often necessary to create a U.S. legal entity and make it the parent company of the group.
This is a process Yoann Brugière knows well. “It involves what we call a ‘flip’: either you create a U.S. holding company into which you contribute the shares of the French entity, or you invert the structure so that the U.S. subsidiary becomes the group’s head company,” he explains. “It’s a complex operation that requires time, strong legal and tax support, and above all a significant budget,” he adds. See how Orbiss supports entity formation and U.S. corporate tax.
But structuring alone isn’t enough. For Louis Sautet, a physical presence plays a key role: “One of the founders needs to relocate. Investors want to feel a clear commitment to the U.S. market.” That also means beginning to build a local team, often with a business development focus. The challenge is as symbolic as it is operational. “It’s often easier to get a first meeting in the U.S. than in France. But getting a second one requires flawless execution,” he warns.
How do you adapt your pitch and strengthen your foundations?
One of the starkest cultural differences between the two ecosystems lies in pitching. “In France, we value caution, rigor, rationality. In the U.S., they expect vision, big ambition and strong storytelling,” observes Louis Sautet. “The founder must be able to project the investor into an ambitious growth trajectory, sometimes even before the numbers are fully there,” he advises.
This mindset led to the creation of the Rule of 40, a key SaaS industry benchmark. It combines a company’s annual growth rate with its EBITDA margin. If the total exceeds 40%, the company is considered strong: it may grow quickly while losing money, or be profitable with more modest growth.
Despite this apparent tolerance, operational rigor remains critical. Yoann Brugière warns against a kind of accounting laxity sometimes observed: “Unlike France, accounting in the U.S. is not regulated. So it’s common for entrepreneurs to neglect this aspect or outsource it to low-cost providers with no oversight,” he laments. The result: when preparing for a Series A raise, the accounts often need to be completely reworked. “That’s when many come back to us to put things in order. But it’s always more expensive to fix than to structure properly from the start,” he notes. Orbiss can set up your U.S. accounting and bookkeeping from day one.
Who should you surround yourself with?
On all fronts, it’s crucial to surround yourself with people who know the ins and outs of the U.S. system: lawyers, tax advisors, American peers. Beyond its accounting expertise, Orbiss also supports clients in strategic preparation. “In 15 years, we’ve seen hundreds of projects. Just by reviewing a deck or a business plan, we can often spot the points likely to raise red flags with U.S. investors,” concludes Yoann Brugière.
In summary
Fundraising in the U.S. is not a shortcut; it’s a high-stakes operation that demands timing, rigor and commitment. From choosing the right legal structure to mastering the cultural nuances of pitching, founders must be ready to invest significant resources long before the first investor meeting. Talk to our team before you start your U.S. round.
Originally published in French by Maddyness. This article has been translated and adapted for an English-speaking audience. Read the original version.
Frequently asked questions
When should a French startup raise funds in the U.S.?
When the product has found its audience in France, the value proposition is strong and the company can afford a physical U.S. presence. According to Louis Sautet of Founders Future, you need product-market fit in your home market and real commercial traction in the U.S.; raising there without any U.S. activity is counterproductive.
Do U.S. investors require a Delaware C corporation?
They are still very attached to the Delaware C corporation and tend to view companies legally based in France with suspicion because of tax risk, although they are more flexible than they used to be. That is why startups often create a U.S. entity and make it the group’s parent company.
What is a “flip”?
A flip makes a U.S. company the head of the group. Either you create a U.S. holding company and contribute the shares of the French entity to it, or you invert the structure so that the U.S. subsidiary becomes the group’s head company. It requires time, strong legal and tax support and a significant budget.
What is the Rule of 40?
A SaaS benchmark that adds a company’s annual growth rate to its EBITDA margin. If the total exceeds 40%, the company is considered strong: it may grow quickly while losing money, or be profitable with more modest growth.
Why do accounts need attention before a Series A?
Accounting is not regulated in the U.S. the way it is in France, so founders sometimes neglect it or outsource it to low-cost providers without oversight. The accounts then often need to be completely reworked before a Series A, which costs more than structuring them properly from the start.
This article is for general informational purposes only and does not constitute legal, tax, or accounting advice. Rules and requirements vary by company, individual, and jurisdiction, and can change. Please seek advice appropriate to your specific situation.