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Why you might not want to incorporate in the USA

thenitai.com

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Re: Why you might not want to incorporate in the USA

#161
post #58

And ... the article doesn't touch on it, but that goes triple on personal tax issues -- especially if you do not sever your ties to your previous states of residence. The US tax code, as evidenced by FBAR and FATCA, assumes that the only purpose of any financial transaction or account outside the US, is to hide money from the IRS. You have to report each and every "account", with contact details at the institution, e…

That's actually a huge problem for US citizens living in Switzerland. Since the US nowadays puts so much pressure on Swiss banks most - if not all of them - are extremely reluctant to open bank accounts for US citizens.

Actually, a little known provision of FATCA was introduced precisely to prevent financial institutions to discriminate against American taxpayers. If you read French:

http://www.letemps.ch/Page/Uuid/0a130fdc-238a-11e3-8a42-a451...

Re: Why you might not want to incorporate in the USA

#162

Earlier quoted context omitted.

How does that translate to software startups? I haven't seen many on HN, for whatever that means.

I'd be very cautious about running a software startup in Denmark. If you succeed great, but Denmark doesn't have the sort of easy bankruptcy laws the US has and you have to pay your employees 6 months wages if you go under. So if your startup fails you might be in debt for the rest of your life.

Denmark doesn't have the sort of easy bankruptcy laws the US has

Lots of Danish companies go bankrupt without it affecting the personal finances of the owners. It all depends on the kind of company you form.

you have to pay your employees 6 months wages if you go under.

Source? AFAIK, as long as your business is alive and well you pay a small amount of money each month to an organization which will make sure that if you go bankrupt, your employees will get paid anyway. This means you don't have to pay anything if you go bankrupt. https://lifeindenmark.borger.dk/Pages/Compensation-if-employ...

Re: Why you might not want to incorporate in the USA

#163
post #132

Earlier quoted context omitted.

> and as different as Europe. How? I just have a hard time imagining how a place with dozens of languages and cultures (I think that cultures with very different languages are likely to be very different from each other) and all of that can be less varied than a place like the US.

Exactly. The difference between NYC and a rural Mississippian town may seem big, but it's nothing compared to the difference between, say, Copenhagen and a rural Spanish town.

No, it's not. America was formed by European immigrants remember? Each sought out their own place. The Bayou, NY City, Texas, North Dakota, San Fransico… All with their own culture. This struck me as I drove from New Orleans through Alabama. I couldn't even understand the Alabama-english..

Re: Why you might not want to incorporate in the USA

#164

I am an international tax lawyer and this stuff is my day job. Consider this comment an AMA. For smaller companies, the bureaucratic cost of international tax systems is insane. For US citizens abroad ... I will just say that my biggest area of growth is helping people shed their US citizenship and tax paperwork/penalties is the number 1 reason. Anyway. If you are in a position like The One and Only Netai -- or don't…

Thanks for doing this!

I'm an American planning to live in Japan for 1-2 years starting later this year (I'll be studying the language and working for my existing small US business). I won't be working for (or, likely, doing any business with) Japanese companies.

I assumed I'd be best off hiring an accountant who could take care of whatever inane forms come with paying taxes in this situation (I do also pay quarterly estimated taxes, if that matters)... aside from the cost of retaining this person, are there any gotchas or pitfalls I should be aware of and/or worried about?

Re: Why you might not want to incorporate in the USA

#165
post #67
post #3

* You could have saved yourself a load of headache and incorporate in Delaware. * If you don't have a physical office in each state you don't have a presence there. You shouldn't have needed to pay sales tax. Amazon only pays taxes in states they have a physical presence (warehouse, office, callcenter).

We got a professional CPA and lawyers on this. In the US it is such that when you hire someone (remote work) and he lives in, e.g. Philadelphia, you have to "incorporate" in that state. This is not the case in every state, but in some.

For a lot of businesses isn't it a realistic option to just ignore the state governments? If the IRS says "jump" you say "how high?" But if the state of Pennsylvania starts complaining and you don't have a presence in that state, what the heck can they really do about it?

Re: Why you might not want to incorporate in the USA

#166

I am an international tax lawyer and this stuff is my day job. Consider this comment an AMA. For smaller companies, the bureaucratic cost of international tax systems is insane. For US citizens abroad ... I will just say that my biggest area of growth is helping people shed their US citizenship and tax paperwork/penalties is the number 1 reason. Anyway. If you are in a position like The One and Only Netai -- or don't…

Thanks for doing this! I'm an American planning to live in Japan for 1-2 years starting later this year (I'll be studying the language and working for my existing small US business). I won't be working for (or, likely, doing any business with) Japanese companies. I assumed I'd be best off hiring an accountant who could take care of whatever inane forms come with paying taxes in this situation (I do also pay quarterly…

Yes - to qualify for the Foreign Earned Income Exclusion you have to be out of the U.S. for 330 days each year, in which case you can write off roughly $100k

Re: Why you might not want to incorporate in the USA

#167

Earlier quoted context omitted.

Exactly. The difference between NYC and a rural Mississippian town may seem big, but it's nothing compared to the difference between, say, Copenhagen and a rural Spanish town.

No, it's not. America was formed by European immigrants remember? Each sought out their own place. The Bayou, NY City, Texas, North Dakota, San Fransico… All with their own culture. This struck me as I drove from New Orleans through Alabama. I couldn't even understand the Alabama-english..

I couldn't even understand the Alabama-english..

They still speak English, though, just like the vast majority of Americans. Europe has a huge number of different languages, and especially in Southern Europe it's not uncommon for even young people to not speak any English at all - meaning there's not even a common language that all Europeans speak.

I'm certainly not saying that all of US is the same. I'm saying that the differences are smaller than the differences you see in Europe. And I'm saying that as someone who've lived in the US and Europe and visited a great number of European countries.

Re: Why you might not want to incorporate in the USA

#169

I am an international tax lawyer and this stuff is my day job. Consider this comment an AMA. For smaller companies, the bureaucratic cost of international tax systems is insane. For US citizens abroad ... I will just say that my biggest area of growth is helping people shed their US citizenship and tax paperwork/penalties is the number 1 reason. Anyway. If you are in a position like The One and Only Netai -- or don't…

Hi, I just wanted to know if all companies not in the US have to go through the same process? For example, if I owned a company in Canada and wanted to incorporate in the US would I face the same difficulties as the company in the blog post?

The answer is yes. You will face some variation on the problems that OP described in his post.

The level of paperwork and pain you will face depends on (1) where you are "doing business" (and that is a nuanced phrase); (2) what type of business you are doing; and (3) the humans who are doing the work -- U.S. residents or nonresidents.

The problems arise from the multiple government entities that have the ability to impose tax on a business. From the top:

- income tax from the Federal government, (most) State governments, and (a few) cities.

- various employment taxes to fund government retirement benefits, unemployment relief, medical care for the elderly, etc. etc. This is Federal and State. Solve that problem by handing the whole f-ing problem off to a company that specifies in payroll services. Hint: despite marketing promises to the contrary, all payroll services are alike, except for the ones that steal your money. Buy services from an established, reputable payroll services company.

- sales tax. There are a maddening number of jurisdictions nationwide that impose sales tax at a maddeningly different set of rates. Some things are taxed in one place and not in another. My experience with the California bureaucracy that administers this tax is that they are the second-lowest level of Dante's hell. (The lowest level of hell is reserved for the employment tax bureaucracy).

- City business licenses. It never ceases to astonish me how stupid local governments can be. The City of Los Angeles imposes a tax on the privilege of running a business within the City limits. It is a percentage of gross revenue, FFS. Yet adjacent cities (I'm in one--Pasadena) charges a vastly smaller tax, based on number of employees. A business can save tens of thousands of dollars simply by putting its offices in the correct place. Then the City of Los Angeles has budget woes and wonders why. Oh, well. The immediately former Mayor has his name in big-ass letters in the international terminal at LAX. C-o-r-r-u-p-t-i-o-n. But I do not judge. And I am not bitter. :-)

Having said all of that, it IS possible to create an outpost in the United States and keep the paperwork and tax burden semi-sane. Assuming your business generates some kind of software, I would do the following:

1. Choose your base of operations in the USA on purely business grounds. Where are your potential employees? Where are your potential customers. Let's say it's California.

2. Next, examine carefully the different municipal governments in your target area to see which cities have the best city business license set-ups. You might find that these places are popular and rent is expensive. Go figure.

3. Next set up the business entity you need. If your company in Canada is a corporation, you almost certainly will use a corporation in the USA. (Hint: ignore everyone who tells you about LLCs. CRA treats U.S. LLCs as corporations for tax purposes. Just set up a corporation). First preference is to set up the corporation in the State where you are actually doing business. It saves you money and paperwork. Success in business is all about avoiding paperwork.

4. The U.S. corporation should probably be owned by your Canadian corporation.

5. Staffing the U.S. corporation with employees. If you are coming across the border you will need a visa. Look at the TN visa or the L-1A visa categories as the easiest way to be here, work, and live. If you are hiring locals, you don't need a visa for them, obviously.

6. F-ing payroll taxes. Hire a giant-ass payroll services company. I have used one after another and they have all f'd up my payroll at one point or another. F-ing Intuit's f-ing QuickBooks Payroll is the worst. "Oh, we really can't track that $120,000 and can't really tell you where it went." But I am not bitter. Really. Not much, anyway. :-)

7. Hyper hyper critical for you coming across the border and working here: payroll taxes. You have to contribute to the U.S. Social Security system with your taxes even though you will never get a penny of benefits here. There is a treaty with Canada. Look for "totalization agreement" in your favorite search engine. You can eliminate U.S. Social Security taxes for 5 years using that method.

8. Your business SHOULD -- for certain definitions of "should" -- pay income tax to the Federal government and the State of California. If you have a sufficiently high level of business activities in other states, they will want to impose income tax on your profits, too. Strive to avoid those activities in the other states. That's where you need guidance.

I hope that helps. My email is in my profile.

Re: Why you might not want to incorporate in the USA

#170

I am an international tax lawyer and this stuff is my day job. Consider this comment an AMA. For smaller companies, the bureaucratic cost of international tax systems is insane. For US citizens abroad ... I will just say that my biggest area of growth is helping people shed their US citizenship and tax paperwork/penalties is the number 1 reason. Anyway. If you are in a position like The One and Only Netai -- or don't…

I have a loosely related question, which I hope you might consider as well.

I am a startup employee in the US with stock options on a standard 4 year vesting schedule. I am not an American citizen. In my home country, if I exercise the stock options I would not be liable for taxes. Can I avoid paying taxes, if I move outside of the US for that tax year where I excise my startup options?

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