Ask HN: Limited Liability Company while operating in another country
I'm currently living in Italy, opening a limited liability company here would cost us at least 10k euros as starting capital (2,5k euros at least at the beginning) and roughly 4000 euros as costs for incorporating.
Most important to me, every change of shares would require another 3000+ euros in cost.
So I won't be able to give my startup employees shares easily - we may have a contract written that says (at the end of 2 years or when we sell you'll have % of the company) but that sounds like a pain. Or doesn't it? Also, I couldn't be vesting shares if I done the written contract I said.
I would be still paying taxes in Italy so I would have no legal troubles in opening a foreign limited company.
I was thinking about an English LTD for the low cost and very low starting capital. Also with similar low costs there's Ireland but I've been told companies aren't favorable to receiving ireland companies invoices because of some VAT issues (don't really know about this to be honest). But I haven't found anything on the possibility of easy changing shares ownership.
So, I think it would be great for europe entrepreneurs if you could list these 3 things about your country limited liability companies: -incorporating cost -minimum starting capital -cost for passing shares
33 comments
[ 4.5 ms ] story [ 64.9 ms ] threadWhat I know at the moment is that:
- if you pay your taxes fully in Italy (if that's even possible of course) it's ok
- if you pay your corporate taxes in UK then in Italy you only pay taxes on your dividends that's called "esterovestizione" and is illegal
I'm pretty sure double-taxation treaties exist within UK and Italy given they are in the EU. Also, not sure how Italy could claim taxes on the profit of an UK entity.
Dividends are another matter entirely and depend on the residence of the person so dividend taxes will probably be paid in Italy directly.
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I'm pretty sure it does, it is written very clearly in a law (the infamous "esterovestizione" one).
Source: last semester's Introduction to EC Company Law course in the law school I'm attending. I didn't get stellar grades but enough to remember this much ;)
1- "Esterovestizione" prevention law, if you are citizen+resident in italy, you are expected to pay taxes related to your company here, but which of the multitude of taxes do i really need to pay? If you are going to open a company this must be crystal clear, different opinions are not acceptable.
2- High entity management costs. I guess our accountants will demand something more to manage the additional layer of complexity...
So, i'm not quite sure of the implications this will lead to, but look like it will be pretty painful in a way or another. (For the few italian HNers, see david petition on this: http://www.srlfacile.org/)
I'd look to use a Commercialista that understands UK finances though rather than a UK accountant that understands Italian banking. That's where you'll see the problems arise.
"Separate corporate structure from where you base yourself. For example to start a limited company in Ireland with accountant fee's etc is about €300. Capital Requirement is €1. And that company can base itself anywhere in Europe. One of the advantages of the Single Market."
Yeah right. Depending on the fiscal code of the other country the company might need to register and even pay taxes there. The Single Market is more about free movement of good / services not about free movement of corporate headquarters with no legal/fiscal impact.
(it is true that companies may be required to registered and pay tax, my comment was about the part that the single market does not affect the movement of corporate seats).
"For this reason the german UG (Unternehmergesellschaft - Society of Entrepreneurs) was created. The investment can be chosen freely by the founders, the fees are very low (about 300 Euros) and the only drawback is that you have to put one quarter of the profits back into the capitalization."
as I already said: -incorporating cost: 4000 euros
-minimum starting capital: 10000 euros, 2500 to be paid in before incorporation
-cost for passing shares: 3000 euros
And you can take it back a couple of weeks after incorporating.
* Incorporating cost is probably about 150 euro if you pay someone else do it, maybe even less if you want to waste time yourself. You need an actual residence.
* Minimum starting capital is 50 euro.
* An LLC doesn't have the notion of "shares" only owners (there may be multiple owners) that get dividends. Changing the owners is expensive (about the same as re-creating the company) and takes time nowadays (30 days).
If you want shares you need a share-based company which has a minimum starting capital of about 22.000 EUR and needs at least 2 initial owners.
Romania's advantage is the 16% flat tax and disadvantage is everything else (bureaucratic, always changing laws, high cost of hiring people -- social taxes, some corruption).
Generally I think it's bad to view incorporation through US lenses if you aren't doing business in US. The US economy uses shares much more as they basically use the stock market as a way to finance the company and shares as a way to loyalize some employees.
An English LTD is probably as close as you can get cheaply but unless it's also worth tax-wise, do take a look at the fiscal implications. You really want to spend time coding in a startup not playing ping-pong with the IRS (and accountant from) 2 countries.
You can also file your annual returns etc. online for free (not all form submissions are free though, but most are).
See www.cro.ie(company registration office) for more details.
Not being able to sign something for your own company seems really restricting, especially when you basically don't even know the director.
PS: On a personal note, the only unpaid invoice I ever had is from an Ireland company but then again it was also the only Ireland-based company I worked for, so it's not statistically signifiant.
However I know that laws in the UK state that a company is located wherever it's director resides; Italy may have similar laws.
Corporate-wise it's quite simple: you pay your taxes and there aren't that many things to imply corruption since numbers are numbers. Of course, the law still has a lot of holes in it which are interpreted by the IRS at their discretion so you might still get fined, etc.
But overall, I would say that a company that uses mostly capital and little assets (like a software company) has a lower exposure. If you exploit some natural resource (let's say, timber) and have a lot of industrial equipment and a lof of employees your exposure is greater as it's proportional to the number of institutions that may verify you and the regulations you need to follow (Environment, IRS, Natural Resources, the local Work inspectors, etc).
Regarding everything else, yes, it does feel like corruption is abundant. But this is mostly a media product, you don't really get into it daily.
http://doingbusiness.org/documents/Simulator_2010.xls
Lists a comparison of any country you choose under the following headings:
- Ease of Doing Business
- Starting a business
- Dealing with Licenses
- Employing Workers
- Getting credit
- Protecting Investors
- Paying Taxes
- Trading across borders
- Closing a business
I'm from Ireland and many multinationals come here (or at least used to) for the pro-business climate (favourable tax laws, not much bureaucracy).
Using this calculator, we can see that the US is ranked 4th overall in the world for ease of doing business, the UK is 5th, Ireland 7th and Italy.....78th! I can see why you are considering this option.
One of the ideas behind that type is that it will be cheaper to move your company from one EU member country to the other, without closing down and reopening your company. As it will be a european company structure, the procedures to found it should ideally be the same in every member country.
I used: http://www.company-wizard.co.uk/
The cost was 25GBP ~ 30EUR.
There are alot of online company registration services for UK Ltd's there is a fair bit of paperwork and you'll have to file UK returns, accounts and taxes. But recent legislation has made the whole process relatively easy.
The only extra expense I can see is you'd need to have a UK registered office. The above link offers a service of providing you with a registered office for 99GBP however others seem cheaper. For example: http://www.companiesmadesimple.com/company-services-register...
Will provide a London registered office forwarding service for 40GBP per year.
Irish companies are also useful in that they are quite easy to set up and maintain. The usefulness of them compared to the UK is that Ireland is within the Euro.