Ask HN: Limited Liability Company while operating in another country

I strongly recommend the World Bank Calculator comparing the ease of doing business in many different countries around the world (Excel Spreadsheet):

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.

For LLCs in EU/Romania:

* 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.

Ireland's corporate tax is 12.5% with less bureaucracy and minimal corruption. The company director needs to be a resident of Ireland but there are services which can provide this.

This is true, and the cost of Incorporating is about 60 Euro if you do it yourself, or around 150 to get someone else to do it.

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.

Hiring a dummy company director just to have some Ireland company seems a lot of trouble straight from the start. I've also always looked funny at the companies providing these "services", they are almost similar to companies selling offshores in Pacific or something.

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.

The law was changed lately as far as I know. The company director has to be EU resident only.

If that's true then since the OP is located in Italy then this could be a perfect solution.

However I know that laws in the UK state that a company is located wherever it's director resides; Italy may have similar laws.

As for some corruption, I might add that Romania ranks on the last place for EU member states according to the Corruption Perceptions Index 2009.

That's just Corruption Perception. (We also don't have vampires roaming at night, etc.)

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.

It seems to me that an LtD is probably the best option because it's cheap, simple, widely known and used, London's easy to get to should you ever need to do anything in person, and of course it's all in English, which is likely a bit more universal than German or Estonian or something like that.

Yep but what about exact costs (I'm thinking mainly the accountant to setup the company there)? And the possibility of transfering shares easily too.

I'm really curious to hear if it's 100% ok to have a company in, say, the UK, and for all intents and purposes operate in Italy. I have heard differing opinions on this from various 'commercialisti' (accountants).

My mother is a commercialista (I think it's safe to translate it as "accountant") so I might ask her better when I'll see her.

What 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

>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.

Also, not sure how Italy could claim taxes on the profit of an UK entity.

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I'm pretty sure it does, it is written very clearly in a law (the infamous "esterovestizione" one).

Yes, this is 100% as confirmed by the (relatively) groundbreaking case law by the European Court of Justice in the series of judgments of Daily Mail, Centros, Überseering and Inspire Art (various aspects of this matter were covered in the various cases: moving a companies head seat between Member States in Daily Mail, the real seat theory as a restriction on the freedom of establishment in Centros, Uberseerung about the recognition of foreign companies in other Member States.)

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 ;)

http://businessupdated.com/shownews.asp?news_id=2031&cat...

I see mainly 2 possible problems:

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/)

Yes it is, and there's nothing (in the UK) that would stop you from never touching the UK, so you could set up your Italian bank accounts and run everything from Italy.

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.

The European Union is going to introduce a new type of company, the European Private Company (SPE): http://en.wikipedia.org/wiki/European_Private_Company

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 recently incorporated simply because it gives a level of legal protection and it was so damn cheap.

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.

Although reading the rest of the thread it sounds like your biggest problem is going to be Italian regulation & taxation.

As roel_v 3 said no other country in Europe can stop you trading in another country. You must pay tax on where the business is located. Where Irish companies are often used is to hold IP, a trading company then pays a royalty to the IP company. Where the business is located, for tax reasons is independent of registration. You need to get some professional advice on domicile of the business.

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.

ITALY:

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

AFAIK, you only need to deposit 2500 euros (you'll never have to deposit the full minimum starting capital of 10k euros).

And you can take it back a couple of weeks after incorporating.

Yep, you only need to deposit 2500 euros upfront but if your startup fails you still owe the remaining 7500 euros.

Those prerequisites are insane. There must be some standard practice Italians do in order to avoid such draconian requirements.

Being the son of an accountant I'd know it...

another reply by shedzi (about GERMANY):

"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."

a reply by fun2have in that sub-thread (about IRELAND):

"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."

>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.

Not true, as confirmed by the European Court of Justice in the Centros case which held that member states (in casu Denmark) cannot restrict the recognition (or put additional requirements) on companies established in another country in the EU, even when this is admittedly to skirt around regulatory requirements. Failing to do so violates the freedom of establishment principle.

(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).