Capital
YC or a U.S. investor is ready to invest into a defined company.
PUBLIC DECISION / WD-001
Entity Ready.
Do Not Incorporate Yet.
W-Axis should prepare the company structure now, but form the entity only when a real capital, customer, liability, equity, IP or contracting event requires it. Incorporation is a container for reality—not a substitute for it.
Decision rule
Choose the jurisdiction after the first real trigger—not after seeing another startup’s registration.
A peer company’s UK incorporation is useful as a founder question, not as proof that the same structure fits W-Axis. Public filings can establish legal form and filed facts; they do not establish the founder’s motives, tax position, banking outcome, visa status or financing plan.
The six incorporation triggers
Revenue
The first institution is ready to pay for a W-Axis pilot or service.
Payments
A real Stripe or business-bank account is required to collect revenue.
Shared equity
A genuine cofounder or employee needs documented ownership or options.
IP and liability
Code, a trademark, production users or risk must sit in a separate legal container.
Contract
A counterparty requires a legal entity to sign the agreement.
U.S. venture path
Delaware C-Corporation
Use when W-Axis becomes the venture-scale software company that raises U.S. capital, issues founder shares and options, or accepts standard venture instruments.
- Familiar to U.S. venture investors
- Designed for equity, options and multiple rounds
- Requires registered agent, annual report, franchise tax, federal filings and cross-border advice
Official Delaware floor: a non-exempt domestic corporation’s annual-report fee is $50; minimum franchise tax under the authorized-shares method is currently $175.
UK operating path
UK Private Limited Company
Use only when London or the UK becomes a real operating node: local contracts, customers, grants, team, banking needs or sustained research and publishing activity.
- Direct incorporation and public verification
- No UK-residency requirement for directors
- Requires a UK registered office and continuing filings
From 1 February 2026: digital incorporation £100, digital confirmation statement £50, and digital voluntary strike-off £13.
No-trigger path
Remain founder-held
When the work is still personal research, a public site, free pilots and founder conversations, defer entity maintenance and preserve jurisdictional optionality.
- No entity merely for appearance
- No casual U.S. single-member LLC
- No inference that an entity creates work rights, banking or tax residence
Foreign-owned U.S. disregarded entities can have Form 5472 and pro forma Form 1120 obligations; the IRS states a $25,000 failure-to-file penalty.
UK reality for a non-resident founder
UK directors must be at least 16. They do not have to live in the UK, but the company must maintain a UK registered office. Director names and service-address information are public, and Companies House identity verification now applies to new directors and people with significant control.
That legal ability does not itself create a visa, work right, bank account, payment acceptance or UK tax residency. Even a dormant company must file a confirmation statement and annual accounts.
Planning range—not an official fee schedule: a simple non-resident structure can still require address, accounting, tax and cross-border support well beyond the incorporation fee. Obtain written quotes before filing.
What a £1 capital filing means
Nominal issued share capital is not the company’s valuation and is not the total cost of incorporation. A simple formation can issue one share with a £1 nominal value while separate registration, address, accounting, legal and tax costs sit outside that capital statement.
Do not reverse-engineer a founder’s strategy from nominal capital or a registered-office address. Ask directly: “What made the UK the right jurisdiction for the company’s actual operations?”
Prepare now / file later
Name candidates
W-Axis Labs, Inc.
W-Axis Lab Ltd
Founder ownership
Prepare an Amy 100% starting assumption, subject to legal and tax review.
IP schedule
Inventory code, marks, protocols, research, books and private judgment assets before deciding ownership or licence.
Compliance map
Draft a 90-day calendar for each jurisdiction, plus banking, payment, accounting and registered-address candidates.
Written comparison
Commission a cross-border tax comparison before the trigger is imminent—not after incorporation.
Trigger record
Record which capital, contract, liability or equity event caused the entity to become necessary.
IP boundary that survives the company
Books, core ideas, private external brain and personal judgment assets
Remain personally held unless Amy later approves an explicit, scoped transfer.
Product code, customer contracts and institutional pilots
Owned by or licensed to the company according to a written IP schedule.
Schemas, synthetic examples and verification interfaces
Published only within the approved public/private boundary; no permanent licence is implied until selected.
Official-source ledger · checked 2026-08-14
Rules are cited; strategic recommendations remain Amy’s public judgment.
- GOV.UK — directors, age, residence, registered office and public information
- Companies House — identity verification
- Companies House — fees from 1 February 2026
- GOV.UK — dormant-company filing duties
- GOV.UK — accounts and Company Tax Return
- Delaware Division of Corporations — annual report and franchise tax
- IRS — Form 5472, pro forma Form 1120 and penalties
This is a public founder-strategy decision, not legal, tax, immigration, accounting or investment advice. Jurisdiction and cross-border obligations depend on current facts; Amy should obtain written advice from qualified UK, U.S. and home-jurisdiction professionals before filing.
Current reality move
Keep the structure ready. Seek the first real trigger.
The next useful evidence is a paying pilot, investable commitment, cofounder equity event, production liability or contract—not a certificate of incorporation.