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Ask HN: Should I incorporate a company for software side projects?

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Re: Ask HN: Should I incorporate a company for software side projects?

#41
Having some sort of legal entity that stands between you and your clients is always a good idea. It isn't that expensive to get set up, and the peace of mind.

One thing that you never want is to be stressed out about getting personal sued into oblivion - it has the potential to irreparably financially damage you.

Re: Ask HN: Should I incorporate a company for software side projects?

#42
post #15

Earlier quoted context omitted.

I have my full-time job in Germany. I don't work freelancer as a full-time. This project doesn't take 40 hours week. I built the platform, and now I am maintaining it as a side project. However, I want to make it profitable. > "Nebengewerbe or Einzelunternehmen", Can I still do this while I have other full-time job ?. In Germany, they have the status of freelancer, and I am not on freelance VISA. I thought that it is…

It doesn't matter if you already have a full time job or not. Yes, you can do the Nebengewerbe/Einzelunternehmen while having a full time job. You should create an additional bank account and use that one for your side business, which will make it easier for book keeping (otherwise you have to open your private bank account to the tax authorities). You can also get a VAT ID, if you do EU business outside of Germany.…

> It doesn't matter if you already have a full time job or not.

It does, assuming he's going to have his company pay himself a salary. (Otherwise he'd need to wait for the yearly dividend.) In case of a salary, he'd have to

1) pay for social security and so on and make arrangements with his employer (basically, to decide who pays how much).

2) again, make arrangements with his employer because of the non-compete rule. It doesn't actually matter whether it's mentioned anywhere in the contract, as it's the law. (I forgot the exact article but it's somewhere in BGB.)

Re: Ask HN: Should I incorporate a company for software side projects?

#43
post #22

- only if your idea is already profitable beyond ramen profitability, i.e. you can quit the job and survive from the income, and you have a financial buffer for ~1-2 years - hire an accountant, 100EUR/month and you don't have to care about taxes that much, unless you go wildly profitable - LLC/GmbH is a better idea than having your life on the line if SHTF (though corporate veil might require at least 2 partners in s…

> - only if your idea is already profitable beyond ramen profitability, i.e. you can quit the job and survive from the income, and you have a financial buffer for ~1-2 years But how would you make it there without being incorporated? Or does this applies to have an LLC only? How would you issue invoices to your first customers without having a legal entity?

In Germany, you don't need a separate legal entity for that. The legal entity is you, as a person. (Also called Gesellschaft bürgerlichen Rechts, GbR, or Einzelkaufmann, depending on the details.)

Re: Ask HN: Should I incorporate a company for software side projects?

#44
post #22

- only if your idea is already profitable beyond ramen profitability, i.e. you can quit the job and survive from the income, and you have a financial buffer for ~1-2 years - hire an accountant, 100EUR/month and you don't have to care about taxes that much, unless you go wildly profitable - LLC/GmbH is a better idea than having your life on the line if SHTF (though corporate veil might require at least 2 partners in s…

> - only if your idea is already profitable beyond ramen profitability, i.e. you can quit the job and survive from the income, and you have a financial buffer for ~1-2 years But how would you make it there without being incorporated? Or does this applies to have an LLC only? How would you issue invoices to your first customers without having a legal entity?

[deleted]

Re: Ask HN: Should I incorporate a company for software side projects?

#45
post #25

Earlier quoted context omitted.

Atlas is built to form a registered Delaware Corp with an agent and a corporate bank account in the US. If your goal is to be acquired or go the traditional startup route then it's perfect. If you just want to roll a new entity for legal/financial protection it is akin to combating mosquitos with a grenade.

Because atlas costs $500?

If you just want some legal/financial protection, most countries have a simplified way to form a basic company (in the US it's LLC) that you can easily file for yourself, and usually the taxes are easier then say a C corp.

Atlas was designed to correctly setup a company to become acquired or go public. You simply don't need those features and the complexity included on the cap table, taxes, etc.

Re: Ask HN: Should I incorporate a company for software side projects?

#47

As a German, I would strongly advise against incorporating too early (at least in Germany). I once made the mistake of founding a UG for a small side project and had to realize at some point that all the required bureaucracy was keeping me from doing the actual work. Let me break down the work for you because I hadn't been fully aware of what was awaiting me: - double-entry bookkeeping: This is easier than it sounds…

Yes, better not incorporate any business at all, than do it in Germany. You will waste 50% of your time on bureaucracy, instead of developing your product.

Re: Ask HN: Should I incorporate a company for software side projects?

#48
post #28

Check out https://www.leapin.eu/ for an easy way to set up an Estonian company and manage the accountancy around it. You can probably also contact them how it works with their German customers, and what your obligations and taxes would be exactly. Pretty sure if you keep all your revenue inside the legal entity, you don't have to pay any taxes. Only once (if?) you distribute profits or pay yourself a salary it'll req…

> Pretty sure if you keep all your revenue inside the legal entity, you don't have to pay any taxes

As a person doesn't have to pay taxes until you pay out money to yourself, but the company itself still has to pay corporate taxes (on the profit it makes (Körperschafts- and Gewerbesteuer)).

For a GmbH/UG it is usually good to pay yourself a salary (if it makes money), because otherwise you essentially get taxed "twice" (corporate taxes and then income/dividend taxes if you distribute your profit to get it out of the company).

If you do a company, you should talk to a tax advisor, IMO best let him handle everything. I did a few companies in Germany, and I don't think it is worth to incorporate in Estonia (if you are not located there). It is reasonably easy to do in Germany.

Re: Ask HN: Should I incorporate a company for software side projects?

#49

As a German, I would strongly advise against incorporating too early (at least in Germany). I once made the mistake of founding a UG for a small side project and had to realize at some point that all the required bureaucracy was keeping me from doing the actual work. Let me break down the work for you because I hadn't been fully aware of what was awaiting me: - double-entry bookkeeping: This is easier than it sounds…

I did this a few times and I disagree. The tax consultant can do all this work for you (book keeping, all the tax work, etc). It is not free (I would say ~3k per year for everything a small GmbH needs), but in return you get a limited liability company.

Re: Ask HN: Should I incorporate a company for software side projects?

#50
post #36

Incorporate when you have a sale set up. That is the same for any product, any industry.

This is not something I've heard before. Is it really standard practice to put off incorporation until you've made a deal?

I don't think so. In fact it can make sense to incorporate early, so that you can offset later profits with costs you had during bootstrapping (ddg "Verlustvortrag"). Not to mention that you don't have to pay VAT for equipment required to operate the business (PaintCode license, iMacPro's and such ;-) )
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