Many founders I speak with are concerned about where their startup is incorporated and how this could impact fundraising opportunities in the United States. In reality, this concern is unfounded.
Any sophisticated investor considers the product/service, team, market potential and other commercialization factors before, if at all, considering where a startup is incorporated. In some circumstances, an investor may request that the startup alter its jurisdiction of incorporation but whether or not they proceed with the investment is determined 90% by quality of the company over jurisdiction of incorporation. As relayed to me by Canadian founders, “if an investor passes because you’re a Canadian company, that’s not the real reason for passing“.
Where an investor requires your startup to be incorporated in the U.S. there is a simple process for creating this structure that I discussed in a previous blog post – The Canadian-U.S. Swap: Moving an Early-Stage Startup to the U.S.
Canadian founders should focus on building a compelling product/service and not waste energy worrying about minutia of incorporation. Sell investors on your company and any issues concerning where your company is incorporated can be worked out between your legal counsel and investors.