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Ask HN: What is the best jurisdiction for internationally distributed teams?

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121–130 of 208 posts

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#121
post #23

If you want VCs then it's always the US and should always be a Delaware corp. For non-VC funded companies HK is great, allows for tax minimization, minimal headaches, access to international banks and potential access to Chinese market if that is important for your business.

The vast majority of valley investors are OK w uk these days.

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#122
post #68

Earlier quoted context omitted.

Most US companies will hire remote "inside the USA" but not outside the USA due to potential foreign tax and legal liabilities. While the USA might be good for the reasons you listed, hiring remote full-time employees can be a legal minefield. If every employee is a contractor then that introduces its own legal issues in the USA.

> Most US companies will hire remote "inside the USA" but not outside the USA due to potential foreign tax and legal liabilities. That’s not a unique feature of the USA. It doesn’t matter what country you’re incorporated in. You’re still obligated to follow the local laws and tax codes of any foreign country you hire in. Technically some companies (shady crypto plays especially) will try to incorporate in a weird loc…

Given the number of founders I've seen running into this problem, I think it's worth calling it explicitely out: the problem with US incorporation as a foreign person isn't just your local tax code, but: US LLCs/partnerships (a very common structure for incorporating) require witholding (ie taxes) for foreign holders 30% (which is one of the highest rates) (keywords for googling: Federal Withholding Tax for Foreign Nationals ). You can write this off from your local taxes, but generally you'll still end up paying more, than if incorporated locally.

This means, that eg as a pass-through partnership incorporated as an llc, getting money out from the company will incur a 30% tax plus state plus local taxes.

There's additionally a problem (more for small corps), that the paperwork on the above will involve at least 2 accontants -one from US, one locally, meaning non-trivial startup costs.

None of this is to disencourage you to go with US; just do so with open eyes, and it's worth sitting down with an accountant in potential target country _before_ incorporation.

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#123
post #82

What I keep finding non obvious is equity. And especially ideally keeping US side a Delaware C. How to issue international options and shares?

Is there something stopping a US company from issuing equity to foreign citizens?

No

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#124
(Not a lawyer etc.)

If you didn’t have a US founder I think you’d have more options, but since you do, just embrace the US - it’s will also be the easiest from a fundraising standpoint, and one of the cheaper options.

I actually think the US gives you the most choices from a vendor standpoint, and is the cheapest (or one of the cheapest from an administrative standpoint).

Regardless, definitely do it in a jurisdiction where one of the key founders actually resides (ideally the CEO and/or CFO) as that just makes the administration much easier to have someone on the ground.

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#125
post #31

Delaware company and then all team members get set up as contractors in their country of residence. If they are in the EU they can contract from where they are from but live within the EU - more flexibility. But putting people on payroll has a huge overhead - better compensate employees to pay a local book keeper to invoice and process their payroll. Encourage people who have not contracted to research what contracto…

I'm pretty sure this would be illegal for employees in Germany because of the "Scheinselbstständigkeit" (False self-employment?)

I think the important thing there is that you are ‘actually’ independent? Obviously this isn’t the case if they make you deal with days off, forced working hours etc. But I can totally see someone just billing by the hour, paying their own taxes, as actually independent.

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#126
post #81

Earlier quoted context omitted.

This will require research on each countries laws, some countries have very rigid definitions of what qualifies as employment and will not allow those payments to be classified as contract income, dividends, or anything else.

The way I do it, I set up a limited liability company that is just my own name. I then charge for services rendered and income goes into a company in my sole ownership. I then pay salary to the only employee (me). This is common and completely legal.

This is basically how all sole proprietors work right? You have more reporting requirements as a LLC, but otherwise the same deal?

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#127
post #75

Earlier quoted context omitted.

> Because of the US FATCA law you may have trouble opening a bank account in some countries (smaller entities simply can’t be bothered with the paperwork the US demands on accounts for “US Persons”, a term which has specific meaning). In practice this just means you have to deal with larger banks. You mean opening a bank account personally or for the company? Because for the company I'd simply use Wise or Mercury and…

Commerzbank terminated my contract after 14 years as a loyal customer (and plenty of money in the account) — they refused to say why, but my best guess is they were culling Americans. I think getting a German bank to open a business account for a U.S. startup would be a nightmare at best.

Totally agree, but why would you need a corporate bank account in Germany? You could simply use the US bank accounts?

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#128
post #24

I’ve founded companies in the UK, US and EU. I’d recommend the UK. The cost of a limited company is £12. It’s formed in a day. Use https://www.ukpostbox.com if you need an address. The legal system is well known and entrepreneur friendly. Accountancy and company admin are simple and relaxed. HMRC is supportive. You can pay dividends on a flexible schedule. There’s a very large ecosystem of financial support, innovati…

I wouldnt recommend the UK, I've had a bank account frozen for no apparent reason, even to this day I dont have anything official to say why it was frozen, but you get stuck in a legal loophole where you cant complete a complaint to the banking ombudsman until you have exhausted the complaints process of the bank. Problem is the bank wouldnt speak to me. First I knew was when my card wouldnt work trying to buy a laptop!

Accountants, if you can get one to take you on, they do what they want, I always wanted my accounts done within a few months of year end but they always dragged it out to the last minute. Poor advice at best.

Layers, had a good one once but he retired to France.

The Police are absolutely useless when they want to be but they will fuck you over when they see fit. Dont ever speak out against the British, you'll get done over in more ways that one, and thats from someone who was born in the UK!

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#129
post #69

Be careful regarding taxes and "Betriebsstätten". If you are living in Germany and your company management is mainly operating in Germany you are liable still for local taxes ("Hinzurechnungsbesteuerung"). There are also special rules depending on how much of the company stock you own. Also you may have to register a "Gewerbe" in certain cases if you are doing business in Germany (e.g. selling something) from a forei…

Yes, that is a good point which applies to a lot of high-tax countries. If you are a single company founder and run a company in jurisdiction B from country A then country A will usually have provisions that the company will be resident in A.

The question that I am wondering about is more like - you have four founders with 25% each who live in four different countries.

Where is the company resident in that situation?

Re: Ask HN: What is the best jurisdiction for internationally distributed teams?

#130

Earlier quoted context omitted.

I am indeed another European and I do know about the issues with being a "US person". Many banks and brokers will simply immediately close your existing account or not allow you to open one. However, are you sure that simply by owning a US company you become a US person? Because according to my understanding if you don't live in the US (and don't spend more than 4 months / year there) you wouldn't actually be tax res…

Wow you’re getting some bad takes here. Having a phone number does not make you a US Person. Having a bank account there does not make you a US Person. I can only assume people are confusing this with the domiciled test that can exist in other tax jurisdictions. It’s mostly the same criteria as the usual tax resident status (so all citizens + those with work visas + if you’re in the country for 183 days). HSBC had th…

Well the question is - will owning a share in a US entity make you a “US Person”?

My initial assumption that seems to be confirmed by HSBC and the ATO is “no”.

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