Startup & Venture
U.S. Startup and Venture Law for African Founders and Their Investors
Building in Lagos, Casablanca, Dakar, Nairobi, Accra, Tunis or Cairo and raising from U.S. investors? The legal questions arrive in a predictable order: which U.S. entity to form, whether to flip the company you already have, which instrument to use for the first checks, and how to close a priced round. DC Federal Litigation PLLC handles that U.S. corporate and venture work, and we also act for the U.S. investors on the other side of the table.
Our startup and venture services
Each service has a fixed scope, set in writing before work starts. Pick the stage you are at, or book a consultation and we will map the sequence with you.
The usual sequence for an African startup raising in the U.S.
| Your situation | Usual next step | Page |
|---|---|---|
| No company yet, planning to raise from U.S. investors | Form a Delaware C-corporation | Delaware C-corp formation |
| Operating company at home, U.S. investor asking for a Delaware entity | Delaware flip by share exchange | Delaware flip |
| Services or holding business, no venture raise planned | U.S. LLC | U.S. LLC formation |
| First checks from angels or an accelerator | SAFE or convertible note | SAFEs and notes |
| Lead investor with a term sheet | Priced seed round | Seed round |
| U.S. investor about to fund an African startup | Legal due diligence, term-sheet review | Due diligence |
| Funded and growing | Ongoing legal support | Outside general counsel |
Why use a law firm rather than a platform
Incorporation platforms, document software and lawyer marketplaces are useful, and several of them state plainly that they are not law firms. That distinction matters when a decision calls for judgment: whether your SARL or Ltd should flip, how to move IP without creating a problem at home, or what a most-favored-nation clause does to your next round.
When you engage DC Federal Litigation PLLC, a law firm is responsible for the advice, owes you confidentiality, and signs an engagement letter that fixes the scope of the work. We coordinate with your home-country counsel and tax adviser rather than leaving the cross-border pieces for you to stitch together.
Government fees and deadlines we track
Several pages online still quote Delaware fees from before the schedule revised on August 1, 2026. Ours pull from the current Delaware fee schedule and the Delaware franchise tax page.
| Item | Fee or deadline |
|---|---|
| Delaware Certificate of Incorporation (stock corporation) | $109 (varies with stock) |
| Delaware franchise tax minimum, Authorized Shares method | $175 |
| Delaware franchise tax minimum, Assumed Par Value Capital method | $400 |
| Delaware corporation annual report and franchise tax | Due March 1 |
| Delaware LLC annual tax | Due June 1 |
| SEC Form D (Regulation D offerings) | No SEC fee; due within 15 days after the first sale (SEC) |
Government fees as of Oct. 24, 2026, from USCIS Form G-1055, edition 10/16/26. Confirm before filing.
Founder visas are a separate question
Forming or restructuring a U.S. company does not give anyone a visa or permission to work in the United States. Founders who want to live and work here need their own immigration strategy, and the company structure you choose now can help or hurt it later.
- E-2 treaty investor. The State Department's treaty country list shows E-2 treaties with Morocco, Senegal, Egypt, Tunisia and Cameroon, and E-1 and E-2 treaties with Togo and Liberia. Founders who are nationals of those countries can look at the E-2 treaty investor visa.
- O-1 extraordinary ability. Nigeria, Ghana and Kenya do not appear on that treaty list. Founders from those countries more often look at the O-1 visa, which turns on the founder's own record rather than nationality.
If a founder's petition is delayed or denied, see the federal-court options for E-2 denials and O-1 denials.
Who does the work
DC Federal Litigation PLLC performs the U.S. corporate and venture work on this page itself, from our office at 1717 N Street NW, Washington, DC, for founders and investors wherever they are. Meetings and signing happen remotely, so you do not need to travel.
We advise on U.S. law: Delaware corporate law, the U.S. transaction documents and the federal securities filings that go with them. We do not advise on the law of your home country, and we do not give tax advice. Where those questions arise, we work alongside your home-country counsel and your tax adviser, and we say in writing at the start which questions belong to them.
Before any work begins you receive an engagement letter that sets out the scope of the work, what is included and what is not.
Frequently asked questions
Do I need to be in the United States to form a company or raise from U.S. investors?
No. Founders outside the United States can form a Delaware corporation or a U.S. LLC, sign documents electronically and raise from U.S. investors without travelling. A U.S. registered agent is required, and some banks ask for more than others. Living or working in the United States is a separate matter that needs a visa; forming a company does not provide one.
We already have a company in Nigeria or Morocco. Do we have to flip?
Not always. Many U.S. investors prefer to invest in a Delaware parent, and some will not invest otherwise, but the decision depends on who is investing, how much, your sector and your home-country tax and exchange-control position. Our Delaware flip page explains when a flip makes sense and when it does not, and we scope it with your home-country counsel.
Do you represent investors as well as founders?
Yes. We act for U.S. angels, funds and corporate investors on term-sheet review, SAFE review and legal due diligence on African and U.S. startups. We do not act for both sides of the same deal; our conflict check at intake confirms which side we can take.
Do you advise on African law or U.S. tax?
No. We advise on U.S. corporate and securities matters. Home-country company law, exchange control and tax, in the United States or at home, are handled by your local counsel and tax advisers. We coordinate with them from the start, send them written questions, and make sure the U.S. documents and the local steps line up.
What affects the overall cost of a startup matter?
Government fees, such as Delaware filing fees and franchise tax, and third-party costs, such as a registered agent, are listed on each page. The rest depends on scope: how many founders and investors are involved, the state of your records, and whether a flip or cross-border work is needed. Our legal fees are set out in writing in your engagement letter after we review your case.
Can a U.S. company help me get an E-2 or O-1 visa?
It can be part of the picture, but it is not a visa by itself. Nationals of E-2 treaty countries such as Morocco, Senegal, Egypt, Tunisia and Cameroon can look at the E-2 treaty investor visa. Founders from countries without an E-2 treaty, such as Nigeria, Ghana and Kenya, often look at the O-1 visa.
Map your U.S. raise with us
Tell us where your company is today and what your investors are asking for. We will set out the order of steps, and who does what. Start with a paid consultation. If you engage the firm within 30 days, your consultation fee is credited in full toward your initial retainer.