Stripe opens its Atlas program to US-based startups
stripe.com
stripe.com
I'm happy to answer questions if anyone has them.
I've done lots of startups, and you want a structure that makes it easy to put together employee pools, easy to raise funding with, and easy to sell/merge.
LLCs are easy to setup, but if they create lots of problems down the road it's not a structure you want.
LLCs can totally offer equity. LLC's are easier to sell than a C corp. Plenty of pluses. If you don't want to get VC funded, you should default to LLC.
And its not just VC funding, you should be wary of LLCs if you think it's likely you will need any kind of investors, as typically investors prefer not want to deal with partnership K1s.
If your startup is intended to be profitable quickly, and plans to distribute those profits to the founders, an LLC offers significant tax advantages. If you want to build a big business, it can offer some significant limitations.
Sure, I do not know many people getting non-VC funding, but I guess if that exists for you, you can consider it..
> If you want to build a big business, it can offer some significant limitations.
Not sure that is really true. There are some HUGE LLCs. Say, Koch or Cargil.
But for most startups, you can't know if you'll need to raise funding. And funding isn't just VCs. It's angels. It's friends and family. It's even crowd-funding now that you can crowdfund equity. And maybe you even get the opportunity to go public and want to be the most public market friendly cap structure.
I have a friend whose e-commerce startup just broke over $100k per month in revenue. He's an LLC, but he's starting to realize that he doesn't have enough positive cash flow to pay for the equipment needed to lower his product costs, so now he's thinking of finding investors. And he needs a simple, easy to create equity program with vesting for key employees. And since he has no plans to be profitable soon, he's moving to a C corp.
A C-Corp is $500. It's not expensive and is the most flexible foundation to build a startup business on.
I'm also biased against LLCs because a problem endemic with LLCs which isn't necessary a fault of LLCs is that it's so easy to just start and go. I see founders who never consider vesting as a requirement. Four founders start an LLC and agree to each getting 25% equity split. Then one quits after a month and the remaining three have a big liability issue if they try to squeeze the quitter out.
A C corp usually leads to a professional cap structure where founders are forced to think through these issues a little better.
The fact that LLCs are indeed a 'swiss army knife' IMO also works against them. The LLC agreements tend to be bespoke documents which are far too "crafty" for my liking. I like straightforward cap tables with clearly defined rights and preferences and ISO options, whereas LLCs tend to reinvent the wheel and end up with opaque capital structures which require costly legal work to implement.
a) you don't plan on raising investor capital
b) are a single founder, who just wants liability and corporate benefits and protections
c) want to easily pass money from the business to personal
Do be aware there is a flat $800 a year California LLC fee even if you don't make a cent (which is unfair and anti-small business), but is what it is.Exactly the kind of startup that is not actually in need of Stripe Atlas.
I'd been planning to reach out to Stripe about this when it made sense; I probably should've just emailed you! We're advising folks we're bringing onto our Stripe Connect platform as managed accounts to go use Stripe Atlas where possible, but plenty have voiced support for having B Corps be part of that happy path.
Honestly, I might even just pay a lawyer at some point to open up some standardized set of docs for this.
Do you hope to have any way for Connect platforms with managed accounts to more directly refer people into Atlas? Having an API for the application process would be amazing.
I've been interested in Atlas in the past, but the potential financial unknowns can be... intimidating.
For instance, how would this compare to opening a company in Hong Kong?
As a single data point, my personal tax situation involved US LLCs last year, as an American living in Japan. I spent about ~$10k on accountants to file taxes in both countries plus bookkeeping services. That's towards the high end among my friends; that's nowhere near the high end for "total amount spent on accountants in a year." For comparison, Atlas would have introduced me to an accounting firm offering the US side of that for ~20% of what I ended up spending on it. (This is difficult to do an apples-to-apples comparison even in this case, because C Corp vs LLC, but trust me when I say "I was pleasantly surprised where we got the numbers to.")
We're working on having an even better offering here for next year. We'll have more to say that closer to tax season 2017.
a) What is my foreign affiliate reporting requirements? For a Canadian, you must file a T1134 annually. The T1134 for a controlled foreign affiliate (where you exercise control) is very onerous. It is not that bad for a non-controlled foreign affiliate.
b) What is my foreign affiliate taxation requirements, in that foreign jurisdiction? This is an answer that must come from Atlas I guess. But for a foreigner owning a US LLC, where the US LLC will be controlled from a country with which the US has a tax treaty, we get into many complexities.
c) Will I have an income pickup from active business income from owning a foreign affiliate? For Canada, this is a "no."
d) Will I have an income pickup from passive income earned in a foreign affiliate? For Canada, this is a "yes." Canadians should never earn rental income, royalty income, or other such passive income in a US LLC, for example.
e) How will I deal with the "place of central management and control?" Many countries deem a corporation to be resident in that country if you habitually exercise management and control from that country. For example, a Canadian that owns a US LLC will result in the following:
- US LLC is a tax resident of the US by virtue of incorporation, and must file a tax return to report earnings from the USA (no flow through). As the LLC will be a resident of Canada as well (see below), branch profits tax of 30% may apply (IRS 884).
- US LLC is a tax resident of Canada by virtue of being controlled, "mind and management," from Canada by a Canadian, and must therefore file a Canadian corporate tax return.
The situation is different for Canadians owning "C" corporations. However, it brings its own complexities and nuances. The reporting requirements are challenging.
For those seeking to own a foreign company, research your own reporting and disclosure requirements carefully.
From the looks of these most recent updates, and reading over this blog post, it seems as though Atlas is positioning itself to be an accelerator in its own right. Offering connections, assistance, setup help, guidance, and even access to investors. It seems like Atlas/Stripe is only missing a funding portion and perhaps access to a highly covered "demo day." Are those in the pipeline as well? If not, can you elaborate on what the end goal is here besides simply altruism? Is it just to get new companies in the Stripe pipeline faster?
In terms of what we'll build into Atlas: absolutely anything that is needed by ambitious technically-oriented companies, with a particular focus on things that we feel we have a comparative advantage in shipping. Sometimes we'll be building things ourselves, sometimes we'll be partnering with folks who have part of the puzzle already.
Cheers mate!
It is not clear to me at the moment if incorporating currently through Atlas makes a foreign, non-US resident founder into a US person, or not.
I am not affiliated with them, but are using them currently and they are providing great service.
My only pain point was, "why silicon valley bank"? They have high fees, is a pain to set up and manage, and it's basically the opposite of what I think of as a good experience.
As some people said in another comment thread, Capital One Spark is great. I'm actually going to switch to them as soon as I have time.
I do work for Capital One in my day job (for now), so if you want / need a contact I can provide one. I do realize they don't support foreign teams, but honestly anything is better than SVB.
We've been in contact with Stripe support over this, and their recommended solution was to use Atlas and setup a US company and bank account, but that's the wrong solution for us. We already have a company which we're happy about, we don't want to become a multi-national entity with all the liability that follows.
So, question: Are you actively going to push Atlas as the solution to our problem as well? It seems completely misguided to me, we just want to be able to transfer the USD held in our Stripe account to our EU-based USD bank account, and not do any currency conversions at all.
It's an European company and it's the main competitor to Stripe on our continent. They are actually a bit older and ten times bigger than Stripe, however they don't advertise much.
Disclaimer: I am NOT affiliated with any of these providers.
I contacted their sales and they slammed the door shut immediately. They were actually quite rude and the tone was like an automated email.
Their wording was they only wanted to work with LARGE companies which already processed LARGE volumes.
Unless someone from Adyen wants to clarify?
Doesn't look startup friendly at all.
For US company holders, adyen is totally out.
"Adyen being a European based acquirer has set the requirement of at least 50% of the transaction volume to be European based."
"This is a rule set forth in order to comply with card schemes such as Visa and MasterCard."
From their sales.
------
Honestly, talking to their sales was like pulling teeth.
I couldn't get anyone on the phone and neither would they call me. What would have taken a 5 minute call to go through the details. Turned out to be an all day event through email. /facepalm.
What Stripe support is really telling you is that you need a US bank account to avoid the exchange fees. This is more or less correct. As you say, though, they're misguided is in pushing Atlas. It's probably the simplest way for you to get a US bank account, but in many ways it's the worst long-term option. That's because Stripe Atlas creates a C-Corp, which is liable for US corporation taxes and has to file them every year.
You have two other options: 1) Get a US Bank account for your foreign company directly. This is not easy, many banks won't do it, but some will. E.g. I have a SVB account for a foreign corporation (with an EIN) so I can use Stripe in the US for my subscription app.
2) Form a US LLC that's fully owned by your EU corp. A single member LLC can elect to be tax transparent in the US. That means you don't have to pay US corporate taxes as long as you don't have business operations (employees, basically) in the US. With a US LLC it's relatively easy to open a US bank account, though you may need to travel to the US. If you want some expert tax advice for the US component of this setup here's a good guy to ask: http://ustax.bz/
Once you have a US bank account sorted you may need to migrate your Stripe subscriptions. This is not something that Stripe officially supports or will do for you, but after lots of digging with their support I was told that it's possible to do without requiring any re-opt-in from your subscribers. It's just that you need to do the migration yourself by transferring the subscription data. (Details escape me. Please confirm this with them yourself.)
What's the benefit of all this, other than adding a few percent to your gross profits? Well, the market for online business buyers is much stronger in the US than anywhere else. I'm betting on the fact that it'll be significantly easier to sell a business with a US Stripe account than a business with a German / Irish / Hong Kong / Singapore / whatever stripe account.
Of course we're talking a few percent here and a few percent here. Before diving into this rabbit hole I would ask yourself if marketing & sales for a few percent increase might not be less effort than all of the above.
Right, that was a bit long-winded. I don't monitor my replies here much, but feel free to ping me if you have questions.
public @ my_hn_username . org
That's an interesting approach. Thanks for sharing.
I managed to get it via SVB - just applied on their website. I originally spoke to them with the intention of doing it for a US LLC as described above.
It turns out that they were happy to open an account for the foreign corp directly without a US entity underneath. To qualify I had to demonstrate that we were potentially high growth and would be seeking accelerator / angel / VC investment at some point. (Would they fire you if you didn't end up doing that? Perhaps not.)
The monthly fees for this arrangement jump to a couple hundred $ per month maintenance after 2 years. Not sure if their deal with Atlas is different on that front.
I know other payment processors don't do this either, and I remember the bad old days when you had to have your own merchant account and separate agreements with the card companies, and I wouldn't have expected this flexibility back then.
But, the way Stripe presents itself to its customers is that payments are made in whatever currency of the user, and it all drops in a bucket over at Stripe. You can accept payments before you've setup a bank account with Stripe. After that, and unrelated to whatever currencies users paid in, you can then transfer your Stripe balance to your bank account, in a few select major currencies. It looks like those two activities are completely separate, and one would assume the normal rules for transfers from one bank account to another would apply, i.e. it can be done in any currency regardless of the nationality of the bank accounts. But apparently that's not the case.
I actually got a great response from the Stripe customer support team today where they said that it's not possible today because of your banking partner in Europe, but that you're working on it, and hope to have it done later this year.
So that's great news for us! :-)
[1] - https://www.capitalone.com/small-business-bank/
EDIT: Also want to mention, I have two software products and was able to create two bank accounts under the same corporate tax id with Spark, which I was unable to do at SVB. This allows me to isolate income and expenses for each product as each has their own Spark checking account number and transactions under a single unified login.
If you just need a checking account, then there are lots of cheaper banks with better UIs.
While I am sure SVB does assist with loans, investors, legal, most small businesses and startups just need a checking account and going with SVB is a mistake.
Since when is that the main question? The title of the post is Atlas opens to US-based startups. Give Spark business checking a call and ask about foreign accounts 1-844-88-SPARK
I would probably think not due to KYC, etc.
Spark is similar to Capital One 360 which let's you generate an account with a few clicks. Having multiple websites and products this makes it stupid easy
What is this?
Additionally you can transfer in and out of Spark for free using linked accounts not even within Capital One. Something not even possible with SVB.
Another nice perk is working a banker you can call who understands the cash needs of startups. You can speak to a person in plain English about how your whacky business model needs to work. They see all sorts of new weird stuff, and they are conditioned to want to help you. The value of having someone understand the highs and lows of startup life, and who will go the extra mile to resolve any hiccups is subtle, but nice. Basically, a startup banker for startups is nice in the same way a farming banker is nice for farmers.
They can also help introduce you to investors. Having a banker on your side when you're raising capital is not trivial.
That is all that comes to mind.
Any big bank will give great service, there's nothing unique here anymore. They all want your company to succeed as it means more business for them.
1. What are the ongoing costs for a company which, worse case scenario, makes little or no money?
2. What are the costs to close such a company, fulfilling the likely tax and regulatory requirements?
I do understand that Stripe is not a law firm or an accounting firm, and I have read through the publicly available documentation. Even so, I find myself uneasy about the possible downsides of getting tangled up with the US system.
Obviously, if everything goes well nothing will be a real problem: the money coming in can cover all sorts of ridiculous fees, tax demands and ridiculous bank charges. I am sure, however, that many potential owners are, like me, more focused upon the possibility that they might find themselves in a financial and paperwork blizzard that will drag on for years.
I am grateful that Atlas makes it easy to jump in, but how difficult will it be to jump out if necessary?
Related: I get that making the entire Atlas Forum members-only adds to the perceived value of membership, but it is frustrating for potential applicants who are hungry to hear about the experiences of others. Having just one open section would almost certainly encourage more people to go ahead and sign up.
All their marketing has led me to believe they exist to support businesses like typical techcrunch-worthy SV startups, just based elsewhere.
Also, nowhere in the FAQ it is mentioned if it is possible to close the company and how would that work.
The SVB terms are also scary to me: "SVB will share more details on its pricing once you have an account". What? What if they're charging me a million dollars? I'll only know after the fact?
Use USForex instead.
For that matter, it sounds like the founder or someone who works there is in this thread, but even if you were going to appeal to them, the information you could give them would likely just be the same information that the (linked in the post) signup/product pitch page's application form would ask for.
And fundamentally, why would someone want to work with someone who wasn't proactive in figuring this out? I'm sure as Atlas grows they'll be happy to take your money regardless, but right now they obviously wish to filter out the noise as they likely have a vested interest in starting with the most success-oriented founders.
I can't imagine someone who didn't take the 2 minutes to figure out that they have a non-invite-requiring route, and that that's likely because they don't want to shut the door on anons like yourself asking for an in but don't want their existing members having to recommend people they don't know.
1) If the HN community is so noisy then why are you here? :P
2) I deliberately used my university email address to create trust, and if someone wanted to do due diligence I use the same handle everywhere else.
3) I've been following this project for longer than 2 minutes and applied previously.
I'd be slightly concerned about the commitment bias that might creep in though for startups who rely on Atlas for all their incorporation and financial needs.
As a future gatekeeper for some pretty crucial operational issues, do you see any risk in Stripe eventually becoming a dependency for startups?
I'd compare it slightly to the App Store where Apple made it simpler for developers to submit, launch and market their apps. As the gatekeeper they then kept increasing their portion of in-app charges. Reduced friction at the start for developers resulted in a sort of sunk cost problem at a later stage.
As Da Vinci said "it's easier to resist at the beginning then it is at the end".
We see ourselves more as a builder of doors than a keeper of gates. There is a formidable wall of operational nonsense which separates entrepreneurs from building things and selling them to people. We want to get them through that as quickly as possible, rather than creating additional hurdles.
For similar reasons, Atlas is more than happy to help folks take payments with Stripe, but that’s not required or exclusive in any way. If your company thinks Paypal or Apple is a better way to get money from your customers, awesome; your company is no less able to transact with them than any other company. (We literally help people on our forums get set up with DUNS numbers to get on the App Store, for example.)
Good luck with the US launch :)
Is there any plan for Atlas companies to become eligible for that?
To be frank, I was under the illusion that Stripe Atlas would facilitate things much more than they do. There's too much bureaucracy to be faced even after Atlas.
Of course Amazon does this, in part, because once you have built a functional business on their platform(s) you are more likely to stay there and to continue paying them long-term.
Usually somewhere between $5-25k of credits that will be applied to your bills automatically until they run out.
Azure and GCP both also have similar programs (and both also have very high end packages that are $100k+).
[1] https://en.wikipedia.org/wiki/The_Twelve_Tasks_of_Asterix
If anyone has any questions, feel free to ask. Would be happy to provide another perspective on incorporation.
2. What part of the world are you in (Europe/Asia/Oceania/South America/etc)?
3. Were you already a functioning business with revenue already flowing in?
2. From the US! Grateful to have been able to be a part of the beta, even in the US.
3. Nope. You don't need to be generating revenue to work with Stripe Atlas. Companies decide, on their own, when they need to incorporate.
I wonder whether they'd accept a startup trying to manufacture and sell a physical (botanical) product from the other side of the world.
Contact patio11 directly by email (it's in his HN bio) and ask for an invite. I remember him making an open offer to all HNers who don't have an Atlas invite but need one.
How is this better than a traditional bank?