Expanding into the US | What CFOs Need to Know (Masterclass Recap)

The CFO role can often feel isolating, especially in growth-stage startups where finance leaders are balancing founders, boards, and investors. Zanda's masterclasses and roundtables provide a space for CFOs to connect, share experiences, and learn from one another. They’re designed to offer not just technical guidance but also peer-to-peer support, helping finance leaders navigate complex strategic decisions like US expansion. 

This session brought together Zanda, alongside Frazier & Deeter (accounting and advisory specialists), Mishcon de Reya LLP (legal experts), and Group CFO, Georgia Wilson, they shared practical insights on what it takes for CFOs to successfully expand into the US.

This 90 minute webinar covered everything from fundraising and valuation opportunities to employment law, tax and compliance, equity structures, hiring, operational shocks, and preparing for a future IPO. 

Prefer to watch the full recording? You can access it here: https://www.youtube.com/embed/FN-29IsjO4Y?si=s038Wr2_BvZikA6

Despite global disruption, the outlook for the US market in 2025 is increasingly positive. Companies are continuing to hire, capital remains active with around $22B in play, and investor sentiment is strong. Political cycles, including the upcoming congressional elections, will always influence the landscape, but the prevailing sense is that opportunities are more accessible than they have been in years. The key takeaway: change is constant in the US, but for CFOs who can adapt quickly, the opportunities are abundant.

Explore the key questions we put to our panel, and if you’d like to continue the conversation or gain deeper insights, you’ll find their contact details at the end of this blog!

Why do companies expand to the US and how does that impact their approach?

The reasons people expand their companies to the US are recurrent, access to deeper pools of capital, higher valuations and proximity to a large customer base of 330M people. Last year $170B was invested in US startups compared to $20B in the UK, so this is a massive driver for scaling companies looking for further fundraising opportunities. Many UK companies will raise a seed round locally but then head to the US for Series A or beyond, often using Delaware flips to attract American investors. But understanding your “why” behind expansion, capital, customers or talent, should inform every decision from structuring to location. 

Has that focus on US growth and capital had an effect on valuation multiples?

Valuations in the US are sensitive to both market conditions and investor appetite. Multiples are influenced not just by growth but by diversification; for example companies that can show multiple lines of business get stronger valuations. SaaS and tech multiples fluctuate but the principle remains: CFOs who position their business as scalable and trend aligned have the best chance of getting higher valuations. 

Where should companies set up first in the US and what drives that decision? 

There’s no one answer. It depends on what’s driving the expansion: 

• If it’s customer led, go where your target customers are based. 

• If it’s investor led, go where the VCs you want to attract are based. 

• If it’s talent led, think about the skills you need and where they cluster. 

However, California is dominant with 50% of US VC activity originating there, but it does come with extended time zones for UK based teams. If you are making your decision based on tax incentives, they vary state by state but really only make a difference at scale. Above all, clarity on whether you’re chasing capital, customers or talent should inform location decisions. 

What should CFOs consider with US employment law?

The US is an “at will” country, meaning employment can be terminated at any time with minimal notice, and that applies both ways. Employers can let staff go quickly, but employees can also resign on short notice, which can make workforce planning more unpredictable compared to the UK’s statutory protections and longer notice periods. Unlike the UK, where employment terms are heavily standardised, US offer letters are typically brief and vary significantly from state to state. 

CFOs expanding into the US must also adjust their expectations around compensation, as employees are not only look for salary, but also expect benefits such as healthcare, 401k contributions, and bonuses as part of the package. In major hubs like New York, pay levels can be dramatically higher than in London, making it critical for finance leaders to build these realities into their workforce planning and forecasts from the outset.

How do CFOs approach equity for US employees?

Equity plays a bigger role in compensation packages in the US, particularly when salary budgets are tight. The most common structures are Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs). But the complexity is in the valuation. Under US 409A rules, valuations are higher than those agreed with HMRC in the UK. This means strike prices differ across jurisdictions and harmonising them is not possible. In fact issuing options below 409A valuations can cause severe tax consequences for US employees. 

What are the biggest operational shocks for CFOs in the US?

Beyond the cost of hiring, CFOs often underestimate the cultural and operational realities of working in the US. The country is vast and diverse, and approaching it as a single, uniform market is a mistake. “London to Tel Aviv is about four hours, but New York to California is five and a half.” The sheer scale means CFOs must think regionally, not nationally, what works in California may not resonate in Texas or New York. Location decisions should reflect whether you’re prioritising access to customers, investors, or talent, because each hub offers very different opportunities and challenges.

How do companies repatriate profits back to the UK?

Moving profits across borders is one of the most complex areas of US expansion. With federal and state taxes in play, transfer pricing and profit allocation require careful planning. For example, leaving disproportionate profits in the US relative to local costs can create compliance risks. The message was clear: this is not an area for shortcuts. Strong tax and legal advice is essential. If you can find it locally, that will help you avoid costly mistakes as they understand the relevant employment laws, tax rules, treatment of SaaS, and compliance obligations specific to your state.

How do US investors differ from UK or European VCs?

US investors are more risk-tolerant, often rewarding failure if lessons are learned. They expect CFOs and founders to pitch compellingly and quickly “you have 30 seconds to tell us why you’re building the next big thing.” They are more trend-driven, with capital flowing quickly into sectors seen as the “next Google or Apple.” Debt plays a bigger role in the US as well, with a more established appetite for growth through borrowing. 

What is the path to a US IPO from a tax and compliance perspective?

The journey involves navigating federal and state systems which can be very different. Delaware is the incorporation state of choice due to speed and predictability, while C Corps are preferred over LLCs for companies with UK roots. Preparing for an IPO requires early investment in compliance foundations, clear financial reporting and attention to state specific issues, such as whether SaaS is taxable in certain jurisdictions. Seasonality does play a role, September is often a busy month for IPOs but success is more about aligning with market windows than the calendar. 

Commentary from our Co-Founders: 

"When expanding to the US, the first step is knowing your why. Are you going for funding, talent, customer access, or time zone advantages? If your goal is VC-backed hockey stick growth, California is the logical choice, nearly half of US startup capital is deployed there. But it comes with challenges: time zone pressures, higher costs, and often the expectation that founders relocate for the long term. We’re already seeing UK startups, like Fixer AI, making that move.

If your business is on a different trajectory, perhaps a PE scale-up or buy-and-build journey, then the East Coast often makes more sense. New York and Boston provide easier time zones for UK-based boards and strong pools of talent.

Ultimately, CFOs have to weigh up funding, customer base (B2B vs B2C), talent access, and cost before deciding on the right location and structure. It’s a real cost–benefit analysis, and the ‘why’ behind your move will shape every decision that follows." - Andrew Waters | Zanda | UK

"Having worked in the U.S. market for over 12 years, I can confidently say that the competition for top finance talent has never been more intense and salaries have skyrocketed as a result.

CPAs with experience in hyper-growth startups are now commanding compensation on par with CFOs. Likewise, VPs of Finance who’ve helped scale companies at speed are often being prioritized over hiring a CFO, leading to a significant salary shift across the board.

To secure top-tier talent, companies need to move quickly. A well-structured process that runs from first interview to offer within two weeks is now the benchmark if you want to stay competitive. And just as you would pitch to an investor, companies need to sell the vision, opportunity, and culture to candidates, the best talent wants to feel excited, inspired, and bought in from the first interaction." - Dav Masaon | Zanda | US

Questions from the audience

How do you balance the short-term costs of expansion with the long-term opportunities? Expansion decisions need to be anchored to the company’s strategic vision. Looking only at immediate costs or pressures can lead to missteps, whereas a long-term perspective ensures the investment supports sustainable growth in the US.

What should be the immediate holding company of a US entity? A UK holding company is often chosen because of the favourable US–UK double tax treaty. For groups headquartered in jurisdictions like Hong Kong, this becomes more complex since treaty benefits may not apply, and alternative structuring may be required.

Should equity plans in the UK and US harmonise on a single exercise price? Harmonisation isn’t advisable. US 409A valuations are typically higher than those agreed with HMRC in the UK, so strike prices will almost always differ. Issuing options in the US below a 409A valuation can create severe tax issues, placing risks directly on employees.