Building an investor-ready US entity from CEE: Tukel Accounting’s breakdown

Setting up a US presence is one of the highest-leverage moves a European scale-up can make, and one of the fastest ways to trip over unexpected tax, legal and operational wiretraps.

Between Delaware flips, state-by-state payroll nexus and intercompany transfer pricing, expanding across the Atlantic demands much more than just a US bank account and a Delaware entity.

Ahead of How to Web Conference 2026, we caught up with Cenk Tukel, founder and CEO of Tukel Accounting, accredited ICF Coach, EMCC Mentor and former PepsiCo subsidiary CFO. Packing over three decades of high-stakes experience across finance, legal and procurement frameworks, Cenk is heading to Bucharest with a masterclass in his back pocket. Below, ahead of his roundtable session at the conference, he breaks down how CEE founders can de-risk their US playbook, dodge costly structural traps and engineer an investor-ready financial engine from day one.

When early-stage founders start scaling into the US market, what’s the one financial headache that consistently catches them off guard, and what enterprise-level rule of thumb would you install on day one?

The biggest surprise is usually not one large financial problem, but how quickly complexity compounds. A founder may enter the US thinking, “We have a Delaware company, a bank account and an accounting system, so we’re set.” Then they hire in another state, start selling across multiple states, move money between international entities, raise capital, issue equity and suddenly, every decision has accounting, tax and compliance implications. 

The enterprise rule I’d bring in from day one is simple: build the financial infrastructure for the company you want to become, not just the company you are today. 

That doesn’t mean adding unnecessary bureaucracy, rather having clean books, ownership of financial processes, documented intercompany transactions, proper payroll and a compliance calendar from the start. Fixing these things early is relatively easy, but reconstructing them years later, especially during fundraising or due diligence, can be expensive and distracting.

Our theme for How to Web Conference this year is “what will you build when you can build anything.” You’re a veteran in a domain bound by complex tax treaties, state-by-state nexus and strict IRS reporting: what does true operational freedom look like for a non-US founder looking to take over that territory? If cross-border legal and financial hurdles were completely removed overnight, where should founders redirect that saved energy?

To me, operational freedom doesn’t mean having no rules. It’s more about founders not having to spend their time thinking about those rules every day. A founder should know that payroll will run correctly, filings will happen on time, the books accurately reflect the business as well as that someone is constantly watching for the financial consequences of the company’s next move. 

If we could remove all of that operational overhead overnight, I’d want founders to redirect that energy toward their customers, product and teams – the areas where founders often generate disproportionate value. 

The goal of a robust financial infrastructure is almost paradoxical: finance becomes more sophisticated behind the scenes, yet feels significantly simpler to the founder.

For startups across Central & Eastern Europe, expanding to America often requires a corporate “flip” to a Delaware C-Corp to secure US venture capital, right? Walk us through the most dangerous tax traps and valuation landmines founders face when shifting intellectual property or equity from a European entity into a new US parent structure.

One of the most critical mistakes is treating a corporate flip as a mere administrative restructuring. It isn’t. You are moving ownership, intellectual property and economic value across sovereign jurisdictions.

Founders need a clear grasp of what is being transferred, how it is valued, when the transfer occurs and what tax liabilities that transaction triggers in both countries. Intellectual property is particularly sensitive – transferring IP after significant market value has already accrued is radically different from structuring IP ownership correctly at an earlier stage.

Another area founders consistently underestimate is intercompany activity post-restructuring. Once you establish a US parent and a European subsidiary, capital cannot simply flow between them without a clear rationale. Services, IP licensing arrangements, cost allocations and intercompany transactions must be formally documented and treated appropriately.

My advice is: never design the flip backwards simply to match what looks attractive to investors on paper. Design the legal, tax and financial structures holistically before executing. Fixing a poorly structured transaction after the fact is far more difficult than getting it right upfront.

Beyond setting up the US entity, actually opening a physical office or hiring local team members in the US creates immediate state payroll and tax nexus. What physical expansion landmines (like state employer tax registrations or BEA filings) catch non-US founders off guard?

The moment you deploy people or physical operations on the ground in the US, your compliance footprint expands exponentially. Hiring an employee in a new state can instantly trigger payroll registrations, state unemployment insurance obligations and local employer mandates. Similarly, securing an office or physical footprint can establish state tax nexus and additional filing duties.

What surprises founders most is that there is no single “US registration” that covers the entire country. Federal, state and municipal requirements overlap, and each state operates under its own distinct framework. There are also federal reporting mandates that international founders rarely anticipate, such as Bureau of Economic Analysis (BEA) surveys when applicable.

Before hiring or leasing space, I recommend asking one fundamental question: “What new obligations does this specific decision create?” Build that assessment directly into the decision-making process itself, rather than leaving it for the accounting team to discover six months later.

Your work is all about leveraging modern technology to strengthen cash flow and visibility. When non-U.S. founders set up their accounting and payroll tech stack, how can they ensure their financial data is clean, clear and investor-ready before venture capital firms begin Series A due diligence?

Investor readiness starts long before the data room opens. At Series A, investors are no longer looking only at the story. They want to understand whether the numbers behind that story are reliable. Your accounting should reconcile to your bank accounts and payment platforms, revenue should be recognized consistently, payroll and contractor expenses should be properly recorded, and transactions between related entities should be clearly documented. 

More importantly, founders should be able to move easily from accounting data to management information. If I ask about burn, runway, gross margin or how actual performance compares with the plan, the answer should not require three days of spreadsheet reconstruction. Technology helps enormously, but adding more tools does not automatically create better finance. The objective is a single, indisputable financial source of truth. 

My preferred diagnostic test is simple: if an investor asks a financial question, can you confidently give them the answer immediately by simply logging into your accounting system? If not, that is usually where the finance function needs work.

Having mentored and coached founders across international startup ecosystems, you’ve seen how local talent operates up close. Beyond lower operating costs, what do you see as CEE’s distinct secret weapon or technical superpower when local founders go head-to-head with domestic US startups?

One distinct advantage I consistently observe is an innate capability to build under constraints. Many founders across Central & Eastern Europe have mastered the art of developing world-class products and engineering teams without access to the vast pools of capital available to their US peers. That environment fosters a deep culture of resourcefulness, technical rigor and capital efficiency.

But I wouldn’t frame the opportunity simply as “CEE talent is at lower cost,” that misses the point. In early-stage CEE startups, one person routinely wears three hats and juggles three responsibilities simultaneously, whereas capital-abundant US startups tend to assign dedicated specialists to single tasks early on. At the initial stages of a company, CEE teams execute remarkably well with this lean setup.

Where some founders struggle, however, is translating that technical foundation into US market traction when it comes time to scale. Commercial execution, positioning, hiring, and fundraising in the US demand a completely different skill set. Founders who successfully pair CEE’s technical depth and resourcefulness with US-level commercial ambition become formidable competitors.

Alongside financial strategy, your background as an ICF Coach and EMCC Mentor focuses heavily on the personal side of entrepreneurship. Expanding globally takes a massive toll on people. What is the most common mental or leadership bottleneck you help non-US founders navigate when taking on the sheer stress of global scaling?

One of the most difficult transitions for a founder is accepting that the skills that helped you build the company are not the same skills required to scale it. 

Early-stage founders survive by being involved in almost everything. They make decisions quickly, solve problems themselves and maintain a tremendous amount of information in their heads. As the company expands internationally, that behavior can become a bottleneck. A founder’s core job gradually shifts from doing and controlling to building systems, delegating trust and providing overarching clarity. 

That transition may be uncomfortable because delegation can initially feel like surrendering control. In reality, the opposite is often true: robust systems, capable people and clear accountability give founders greater visibility while liberating them to focus on the decisions where they add the most value. Global scaling is ultimately a personal leadership transformation.

To wrap up ahead of your roundtable session at How to Web Conference in a few weeks’ time: if you could give just one practical piece of advice to the founders walking into the venue this October, what would it be?

Don’t expand to the US simply because you can – be exceptionally clear about why you should. 

The US can offer extraordinary access to customers, capital and talent, but entering it also introduces substantial cost, complexity and management attention. Before incorporating, hiring or restructuring, understand what you are trying to achieve and whether the timing supports that objective. 

While you’re attending How to Web Conference, use the environment to pressure-test that assumption. Engage with investors, founders who have already made the move, legal and financial experts, and potential customers. You don’t need to walk out of the conference with every answer – but you should definitely leave with much better questions.

Catch Cenk and the team live in Bucharest. Secure your How to Web Conference ticket now.