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Comment by simontrl | Hacker News Reader

> I dont think you will sell your software to the company.

Are there cases where a one-person Ltd should do something like this?

> There are also awkward laws around consultants who look like employees.

My consultancy projects tend to last 1 to 6 months, tend to be fixed price, I set my own hours, use my own equipment, set my own work plan and usually have more than one client so that seems very safe to me? I find people complaining about IR35 rules online but most of the time it really sounds like they basically are employees.

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> Are there cases where a one-person Ltd should do something like this?

Probably. You could retain ownership and rent it to your company. Sell it in return for debt, etc.

I’m guessing these are favourable (potentially) in terms of tax and asset protection in bankruptcy, but also probably have fairness rules that the HMRC would enforce so you’d need to be careful. For example maybe you sell your SaaS to the business for £20M then forever the company is repaying debt to you, instead of paying dividends. There are many issues with this but I’m sure HMRC would pile on their own ones. In general, at the scale you quote, I’d imagine you want simplicity over clever, as the tax differences would likely be small (and possibly eaten up by accountant fees to facilitate more complex transaction).

Re IR35 yes sounds like you’re ok. It’s just a constant shadow looming over you. Anyway sounds like you’re well aware of it.

Clearly, IANAA.

> You could retain ownership and rent it to your company. Sell it in return for debt, etc... For example maybe you sell your SaaS to the business for £20M then forever the company is repaying debt to you, instead of paying dividends.

This idea is very alien to me. Can you link to any concrete examples of this for something like a small solo SaaS company? How do I pick the price? Where is the purchase money coming from when I'm selling it to myself with a company that is starting from nothing? How do I decide between selling vs renting it? What stops this being abused to avoid tax?

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