US Fundraising 101 | SeedLegals

Raising in the US can receive slower, pricier and way more stressful than it necessarys to be. So it’s time to map out the most founder-friconcludely route with SeedLegals CEO Anthony Rose.

Learn how to set up the right structure, utilize investor tax incentives to create your funding round more attractive, and understand the hidden rules that can quietly alter your dilution, taxes and investor appeal.

Want to avoid the VC ‘come back later’ trap? Check out the recording below.

Key takeaways

Keep fundraising friction-free with the right US company structure

LLCs might be utilizeful in the earlier stages as pass-through losses can offset your personal income tax – but they’re not investor-friconcludely becautilize they don’t operate like share-based companies.
If you’re planning to raise soon, it’s usually simpler and cheaper to incorporate as a C-Corp from day one – especially if you want to issue SAFEs or other equity-like instruments.
For state choice, the practical advice is: go Delaware. Most investors and lawyers expect it and the legal framework is well understood, reducing friction and resultant investor drop-off.

Use US tax incentives as a real fundraising advantage

QSBS (Qualified Small Business Stock) can create your startup dramatically more attractive: hold stock long enough, and investors (and founders) may pay no federal capital gains tax up to a certain limit.
Most early-stage startups qualify for QSBS unless they’re in certain excluded sectors, and the qualification generally holds until you hit a higher asset threshold.
Section 1244 loss relief is the underutilized ‘downside protection’ story. If the company fails, eligible investors can potentially write off losses against income tax (not just capital gains), up to an annual cap.

SAFEs are quick – but you should understand the hidden trade-offs

SAFEs rerelocated the huge legal overhead of priced rounds, which is why they dominate early-stage US fundraising – but they also create uncertainty and rights gaps for investors.
There’s a real gray area around QSBS timing with SAFEs: does the ‘clock’ start when the SAFE is signed, or only when it converts into shares? The lack of a clear ruling means investors may take different stances.
Pre-money SAFEs behave differently – the key point is to track dilution like a hawk and don’t treat SAFEs as valuation-free fundraising.

You necessary an instantly understandable pitch

If your deck/website leads with “AI + blockchain revolutionising X,” you’re forcing investors to do work. Lead with the painful problem followed by who it’s for, and then explain the tech.
Build everything around a clear and real utilizer archetype and utilize visuals that create the product obvious at a glance.
Tools (eg. vibe-coding) can assist you iterate quickly, but the product may view cheap if the site views too templated. Polish acts as a credibility marker.
Content is marketing, but it’s also something that assists you clarify your message and build authority.

Fundraising is really about tarreceiveing and gaining momentum

If you’re pre-product or pre-revenue, most VCs will state ‘come back later’ – this could be becautilize you’re too early for their fund economics or becautilize they don’t understand your story well enough to take the risk.
Avoid sconcludeing your deck too early – if they ghost you, you won’t know why. A call lets you tailor the pitch to what that specific investor cares about.
Valuation necessarys to match the market: too low signals unnecessary dilution and too high can lead investors to assume something’s off. Use common patterns and treat valuation as a nereceivediation starting point, not a vanity metric.