The Rest of the World Is Building Companies Too

Why venture capital tooling needs to stop assuming everyone incorporated in Delaware

TL;DR — Billions of dollars flow into startups in Nairobi, Tbilisi, Tunis, Almaty, Lagos, Bogotá, and Jakarta every year. The software those founders and investors actually use to track cap tables, prep diligence, model exits, and report to LPs was built for one zip code's assumptions about how companies are formed. Jurisdiction, currency, share class, and waterfall math are still treated as constants when they should be variables. There is a real business waiting for whoever rebuilds this infrastructure for the rest of the world.

The quiet absurdity

There is a quiet absurdity at the heart of the global startup economy. Capital is moving into companies in Nairobi, Tbilisi, Tunis, Almaty, Lagos, Bogotá, and Jakarta every week. Institutional investors, development finance institutions, family offices, and a growing class of local angels are writing checks into these markets at a pace that would have been unimaginable a decade ago. And yet, when any of these people sit down to use software to manage the basic mechanics of that work, what they find is tooling that was built for a world that looks like Sand Hill Road.

Not tooling that was adapted from Sand Hill Road. Not tooling that started there and expanded. Tooling that begins and ends inside one zip code's assumptions about how companies are formed, how capital is structured, and how ownership is tracked. For a growing share of the world's founders and investors, those assumptions sit somewhere between irrelevant and actively misleading.

This is not a niche complaint. It is a structural gap in the infrastructure of global capital formation, and it is quietly holding back the very markets that most need good tooling.

What the tools actually assume

To understand the problem, you have to look at what exists today, concretely. Not in the abstract. What do the actual products assume about the people using them?

I spent time inside five representative tools recently: a fund management platform for VCs, a fundraising readiness checker for founders, a pitch deck generator, an LP reporting system, and a cap table modeler. These are the kinds of products founders and fund managers reach for every day. They are well built, thoughtful, and genuinely useful if you happen to be operating in the United States.

The fund management tool hardcodes every financial figure in US dollars. Not as a default you can override. As the only option. Its formatter prints a dollar sign with no way to swap it. The waterfall distribution model, the math that determines how profits flow between fund managers and their investors, offers exactly two options: "American" and "European." Those terms refer to specific profit-distribution conventions in US fund law, not to continents. The default fund terms are 20% carry, 8% preferred return, 2% management fee, a five-year investment period, and a ten-year fund life. That is the "two and twenty" of US institutional venture, presented not as one option among many but as the starting point for everyone.

The fundraising readiness tool asks founders to upload a "Certificate of Incorporation," the specific document you get when you form a company in Delaware. It asks for a "Good Standing Certificate," a concept specific to US state corporate law. Its diligence checklist includes a 409A valuation, a reference to Section 409A of the US Internal Revenue Code, a regulation that has no meaning whatsoever to a founder in Accra or Yerevan. It looks for SAFE agreements, a specific instrument created by Y Combinator, and it references US GAAP standards by their section numbers.

The pitch deck builder sets its placeholder headquarters to "Boston, MA" and sizes its sample markets in US dollars with references to "US mid-market" benchmarks. Its AI engine is tuned to frame companies the way YC, Andreessen Horowitz, and Sequoia would evaluate them. There is no field for corporate structure, no currency selector, no way to indicate that you are a Kenyan private limited company or a Georgian LLC.

The LP reporting platform, the tool fund managers use to tell their investors how the fund is performing, tracks returns using TVPI and DPI, the standard US venture metrics. Its entire pipeline assumes the GP/LP limited partnership structure that US funds use. Its planned integrations are with Carta and Pulley, two cap table tools that serve US-incorporated companies.

The cap table modeler defaults to "Delaware C-Corp" as the company type. It offers a dropdown with alternatives, including Cayman Islands, Singapore, and England and Wales, but selecting any of them changes nothing material. The jurisdiction field is cosmetic. The actual math underneath still assumes preferred stock with liquidation preferences, common stock, stock options with 409A pricing, and SAFE notes. It models Rule 701 securities exemptions, blue sky laws, and Black-Scholes option pricing for US tax compliance. A founder in Tunis who picks "Other" from the jurisdiction dropdown gets the same Delaware waterfall engine with a different label on top.

Who this leaves out

These are not edge cases.

Consider the founder in Nairobi who has registered a private limited company under the Kenyan Companies Act. Her company issues ordinary shares, not "common stock" and "preferred stock" in the US sense. Her governance follows Kenyan law, not Delaware General Corporation Law. She does not have a 409A valuation, because the IRS has no jurisdiction over her company. She may have raised on a convertible instrument, but it is not a SAFE. It is structured under Kenyan contract law and may carry different conversion mechanics.

When she opens a cap table tool and sees "Series A Preferred Stock, 1x non-participating liquidation preference," she is looking at a sentence that does not map to her legal reality. When a readiness tool asks her to upload a "Certificate of Good Standing," she has to figure out that the rough equivalent in her jurisdiction is a CR12 from the Registrar of Companies. When a fund reporting tool measures her investor's returns exclusively in USD, it ignores that her revenues are in Kenyan shillings and that the exchange rate is a material part of the investment's actual performance.

Now multiply that across every founder and investor operating in the markets that are growing fastest. A Georgian founder registering an LLC in Tbilisi. An Armenian startup organized under the Armenian Civil Code. A Kazakh company that raised from a local fund denominated in tenge, where the legal entity is a TOO, the Russian-language abbreviation for limited liability partnership that remains the standard form of business in Kazakhstan. A Tunisian founder whose company is a SARL, a société à responsabilité limitée, operating under French-influenced commercial law. A Nigerian fintech registered as a private limited company under CAMA, the Companies and Allied Matters Act.

Each of these founders has a real company, real investors, real revenue, and real cap table complexity. Each of them, when they reach for the software the global startup industry has built, finds a product that either forces them to pretend they are a Delaware C-corp or simply does not work.

The investors on the other side face the same problem. A Nairobi-based VC fund structured as a Kenyan limited partnership, or perhaps as a Mauritian holding company, or as a Cayman fund with an African mandate, has to track portfolio companies across multiple jurisdictions, each with different share structures, regulatory requirements, and currencies. When the LP reporting tool only speaks USD and models distributions using US partnership conventions, the fund manager ends up keeping a parallel spreadsheet. The software becomes a starting point. The real work happens in Excel, on WhatsApp, and in the fund manager's head.

Why this matters now

Ten years ago, you could have argued this was a small-market problem. Venture capital was overwhelmingly concentrated in the United States, with meaningful activity in China and Europe and not much else. The tools reflected where the money was.

That argument no longer holds.

Africa's venture market has grown from almost nothing a decade ago into a sustained multi-billion dollar deployment each year, with peak years above five billion dollars. Southeast Asian startups raised in the tens of billions during the recent peak, and even after the global pullback the region remains one of the largest venture markets outside the United States and China. Latin America has produced more than thirty unicorns. Central Asian governments such as Kazakhstan, Uzbekistan, and Georgia are actively building startup ecosystems with tax incentives, regulatory sandboxes, and sovereign-backed funds.

The investor base is globalizing too. A US family office is increasingly likely to have exposure to an African fintech or a Central Asian logistics company. Development finance institutions like the IFC, British International Investment (the rebranded CDC), Proparco, FMO, and DEG are deploying capital through local fund managers across dozens of jurisdictions. A growing cohort of diaspora investors are writing angel checks into companies in their countries of origin, and they expect the same fidelity of reporting they get from their US-based holdings.

All of these people need software that fits their actual legal and financial reality, not software that requires them to translate everything into Delaware-shaped boxes.

The cost of not having these tools is real and measurable. Fund managers in emerging markets spend disproportionate time on administration because the tools do not fit. Founders lose weeks reconciling their local corporate structure with investor-facing platforms built for a different legal system. Institutional investors who could allocate to frontier-market funds hold back, partly because the reporting and transparency infrastructure feels immature. Not because the fund managers are unsophisticated, but because the software they have access to cannot produce the output that institutional LPs expect.

What a genuinely global solution looks like

Building tools that work for Nairobi and Tbilisi and Tunis does not mean building a separate product for each country. It means building differently at the foundation, starting from the assumption that jurisdiction is a variable, not a constant.

The core architectural shift is straightforward in concept, even if it is demanding in execution. Instead of hardcoding "Delaware C-Corp" as the default company type and offering alternatives as cosmetic labels, a global tool starts with a jurisdiction-aware entity model. A company is registered somewhere. That somewhere determines what kinds of shares it can issue, what governance rules apply, what regulatory filings it needs, and what tax treatment its investors face. The tool should know this, or at least make room for it.

In practice that means a handful of specific things.

Entity types need to be pluggable. A Kenyan private limited company, a Georgian LLC, a Tunisian SARL, a Kazakhstani TOO, and a Delaware C-Corp are all valid corporate forms. The tool should not assume which one you have. It should ask, and then adapt its document checklists, ownership models, and compliance prompts accordingly.

Currency must be a first-class concept, not an afterthought. This does not just mean adding a currency symbol selector. It means tracking investments in their native currency, supporting exchange-rate histories, and reporting returns in both the investment currency and the fund's reporting currency. A Kenyan shilling investment that returns 3x in KES but 2.1x in USD because of currency depreciation tells a very different story depending on which number you show. Both matter.

Share structures need to reflect local corporate law. Not every jurisdiction uses the common-versus-preferred distinction that US venture capital relies on. Some use ordinary shares with rights attached by shareholder agreement rather than by share class. Some use participation certificates or other instruments that do not map cleanly to the US model. The data model needs to be flexible enough to represent ownership as it actually exists, not as Delaware says it should.

Convertible instruments vary more than most people realize. The SAFE is an American invention, and while it has been adopted in some markets it is far from universal. Many jurisdictions use locally adapted convertibles with different conversion mechanics, discount structures, and legal enforceability. A global tool needs to model the abstract concept of "money that converts to equity under certain conditions" without assuming the specific mechanics of a YC SAFE.

Waterfall and distribution models differ by fund jurisdiction. A US limited partnership has specific rules about how profits flow. A Cayman Islands exempted limited partnership has different ones. A UK limited partnership operates under yet another framework. The "American" and "European" waterfall toggle that current tools offer is a start, but it is nowhere near sufficient for funds domiciled in Mauritius, Luxembourg, the Netherlands, or the growing list of jurisdictions creating fund-friendly frameworks to attract emerging-market capital.

Compliance and regulatory requirements are jurisdiction-specific by definition. A tool that asks for a 409A valuation is useless to a company that is not subject to US tax law. What that company does need might be a valuation certificate from a local chartered accountant, a transfer-pricing report, or a regulatory filing with a local securities commission. Document checklists, compliance prompts, and diligence frameworks need to be modular, swappable based on where the company and its investors are actually located.

How to build it

The good news is that this is a solvable problem. It does not require new technology. It requires architectural choices that most current tools skipped because their initial market did not demand them.

Start with the data model. Every entity, whether company, fund, or investor, gets a jurisdiction field that is meaningful, not decorative. That jurisdiction connects to a configuration layer that defines the available entity types, share structures, required documents, applicable regulations, and reporting conventions. When a new jurisdiction needs to be supported, the work is adding a configuration module, not rewriting the application.

Make currency a dimension of every financial data point, not a display format applied at the end. Store amounts with their native currency. Store exchange rates at transaction dates. Let users choose their reporting currency and compute everything else from the underlying data. This is how international accounting actually works. It is not exotic.

Use AI to bridge the knowledge gap. One of the genuine advantages of building this kind of tool today is that large language models can serve as a translation layer. A founder in Tbilisi who is filling out an investor readiness checklist should not have to know what a 409A valuation is and then figure out the local equivalent. The tool should know that in Georgia the relevant concept might be an independent valuation for tax purposes under Georgian law, and prompt for the right document. AI can power this kind of contextual adaptation without requiring a team of lawyers in every jurisdiction.

Build the template and checklist layers to be modular and community-extensible. No single company will have deep expertise in every jurisdiction. A law firm in Nairobi knows what a Kenyan founder needs. An accountant in Almaty knows what Kazakhstani tax compliance looks like. The platform should make it possible for local experts to contribute jurisdiction-specific templates, document checklists, and compliance guides. That is both a product strategy and a community-building strategy.

Design the reporting layer to be flexible about what "standard" means. US institutional LPs want to see TVPI, DPI, IRR, and net returns. European LPs often expect ILPA-format reporting. A DFI may need impact metrics alongside financial returns. A family office in the Gulf may need Sharia-compliance indicators. The reporting engine should be composable, built from modules that can be assembled based on who is reading the report, not hardcoded to a single audience's expectations.

And do not geo-block by default. Tools that quietly block "high-risk jurisdictions" are making a compliance decision on behalf of their users. A platform built for global investors needs to let its users make their own compliance decisions based on their own regulatory obligations. A Kenyan fund manager investing in a Kenyan company is not engaged in anything high-risk. The tool should not tell them otherwise.

The opportunity

There is a meaningful business to be built here, and the timing is right. The emerging-market venture ecosystem is now large enough to support dedicated tooling but underserved enough that the incumbents are not competing seriously for it. The major US cap table and fund administration platforms, Carta, AngelList, and Pulley among them, have shown little interest in adapting their products for non-US jurisdictions. They are focused on the US market, which remains their largest and most profitable segment.

That creates an opening for a new generation of tools that are global by design rather than by afterthought. The initial market is the thousands of fund managers, angel networks, and institutional investors already deploying capital across frontier markets, plus the tens of thousands of founders who are building real companies outside the traditional venture corridors.

The deeper opportunity is that whoever builds the financial infrastructure for these markets, the cap table systems, the fund administration platforms, the reporting tools, the investor-readiness frameworks, will sit at the center of a massive capital formation cycle. The way Carta became the system of record for US startup equity and then used that position to build an increasingly broad financial services business, a globally aware platform could become the system of record for the next wave of venture-backed companies around the world.

The founders in Nairobi and Tbilisi and Tunis are not waiting for better tools. They are building now, with spreadsheets and workarounds and software that does not quite fit. The investors writing checks into these markets are running their portfolios the same way. Both deserve software that understands their world as it actually is, instead of software that asks them to pretend they are someone else, somewhere else, building something shaped like a Delaware C-corp.

The infrastructure of global venture capital is being laid right now. The question is whether it gets built on tools designed for the whole world, or on tools designed for one country and awkwardly stretched to cover the rest.