05/27/2026
A founder came to us with this problem: he's ready to raise US capital, but his co-founder is still in Russia.
With just a few steps, it’s solved👇�
The reality of US compliance in 2026: US accounting and legal firms cannot work with owners based in Russia, Iran, Afghanistan, or other sanctioned jurisdictions. Restrictions tightened in June 2022 and remain in effect.
Your passport doesn't matter. Your location does.
The investor side is even harder. Most US VCs and angels will not invest in a cap table that includes a co-founder living in a sanctioned country. Not because they're judging you, but because their LPs and compliance teams won't allow it. One name on the wrong line = the round dies before it starts.
So the case - two founders, an AI nail design app, real traction, and a partnership with an international brand. Ready to raise yet one of the founders is still living in Russia. The only solution - relocation-triggered vesting.
The Russia-based co-founder is structured with 0% vested equity in Russia. The moment she relocates to any country outside sanctioned jurisdictions, her 50% vests.
The cost: ~$900–1,200 in legal fees to structure properly. Trivial compared to the round it unblocks.�
The mistake most founders make is trying to jump from Russia directly to the US, but it doesn't work. Banking, investors, compliance - all three reject the path.
The smarter playbook:
Step 1: Relocate to a third country (Mexico, Brazil, Peru, Georgia, UAE, Serbia). �Step 2: Build the company from there. Same timezone as US clients. Tourist visa flights to NYC or SF for meetings. �Step 3: Raise US capital when the structure is right.
Geopolitics now shapes your cap table, whether you like it or not. Most founders building international startups don't realize this until investors quietly stop replying. If your team includes someone in a sanctioned jurisdiction, don't wait until a round dies. Structure it correctly from day one.
Learn more at ptc.tax.