We got our first Delaware tax bill: $74,018.74 | Hacker News Reader

We got our first Delaware tax bill: $74,018.74

119 pointsccvannorman82 comments

We are Imaginary Number, a small educational games startup with 3 founders, zero employees, and a handful of paying customers. I finally opened the letter from CSC, the Delaware agent responsible for collecting taxes. Here's what they sent:

https://mathbreakers.com/static/img/csc_delaware_tax.jpg

After 10 minutes of mounting panic, I came across some information which relieved me. Apparently Delaware likes to use the maximum method for calculating taxes for startups, when we actually only owe a tiny fraction of the amount they claim we owe (and they offer a hefty interest of $525.56 on this supposed balance as well!)

Here's the article, if you're a C-Corp in Delaware and at the seed stage, you'll need to see this. http://capgenius.com/2011/03/02/de-franchise-tax/

Any other startups here gotten a nice "tax surprise"? Would love to hear about it!

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Quite the opposite. In Texas, until a certain point in revenue, they really don't want to waste any time and resources on you. They ask "Did you make at least $1,000,000 last year? No? Well, please move along peasant, we have real businesses to deal with who might actually be worth auditing."

Makes sense, somewhat. Even in the case of minor fraud, they would likely spend more in manpower than they could possibly reclaim from such a low-earning outfit. You still have to file, of course, but it's properly simple if you didn't earn a significant amount.

EDIT: corrected from $200,000 to one million.

Actually, its below $1m. Technically below $1.1m, since they don't bother if you owe less than $1000, but below $1m in revenue you owe nothing.

Thanks for the correction. That's even better as we're set to break 200K this year :)

>> Even in the case of minor fraud, they would likely spend more in manpower than they could possibly reclaim from such a low-earning outfit.

I think they're counting on the fact that you'll straighten things out and continue paying faithfully for many years after this. Plus, there's a deterrent effect on others who hear the same story.

It's not necessarily worth paying for a security guard to catch the one guy who tries to steal a case of beer. The store pays for the guard to deter theft rather than catch thieves.

In CA, if your gross under a certain revenue, you owe a base amount in taxes ($800 in taxes + your biz license and other fees). If you are over a certain revenue, then you owe a percentage (which comes out to equal or greater than the $800 + biz license and fees). [1]

This sucks a lot for small side businesses/projects, most of which may not even make $800 in the first year. It's a very anti-small business law/tax, which is why a lot of internet based companies incorporate out of state like Nevada where their tax liability is significantly lower or none at all.

[1] https://www.ftb.ca.gov/businesses/bus_structures/LLCompany.s...

Sadly - if any aspect of your business is conducted in California (e.g. you reside there) - that minimum $800++ is still owed - regardless of where it's incorporated.

Is that true even if you are an online-only business? As-in, you have no physical presence in CA except you (as an employee of your own company) happen to live here?

I've honestly not looked into it any further -- for my side consulting gig which I do maybe once or twice a year, it's just not financially worth while to incorporate in CA... so, I go undocumented (which means I forfeit any protections an LLC or s-corp could provide me) and CA looses out on all taxes, biz license fees, and any other fees... instead of just some... really a lose-lose situation.

It depends.

The California Corporation Code states that merely residing in the state does not mean you are required to register as a foreign (out of state) LLC and pay the $800. If your LLC is registered elsewhere, and your business is 100% internet only and doesn't have any employees, property, etc in the state, then you are probably fine. Obviously talking to a real lawyer about your specific case is a good idea.

Keep in mind though that you WILL still have to pay California income tax on whatever your share of the LLC's profits is.

See 17708.03 10.c here:

http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&g...

If your project is so small that $800 a year is going to hurt it them maybe it's not ready to be an LLC yet. Not that I think cA is a great state to incorporate in, but limited liability is a really significant legal privilege, so I think of minimum taxes like this as a disincentive for shell companies/fly-by-night setups.

Not necessarily. Most businesses lose money the first year -- so add that with a minimum payment to the state of around $1,200+, and that becomes a significant discouragement to even try to start your own business.

Bootstrapping a side gig until it's large enough to sustain oneself becomes much more of an unfair challenge (when compared to other states) -- yet I have a feeling shell companies don't have an issue as they are usually backed by another already incorporated company, etc.

So it serves nothing but to be a giant roadblock for small businesses to get off the ground... at a time when we are supposed to, as a country, be promoting small businesses as they are the real job creators in the market.

Wait, let me understand this: if you make less than 1MM in Texas with your corp, you don't pay taxes?

At previous company incorporated in New York (oh, to be young and naive) with just 3 technical co-founders we were slapped with a ~30kish fine for not having worker's compensation. When trying to explain the situation to the state, that the only 3 employees were the owners who typed in front of a computer all day but were still interested in resolving the issue, we were no less threatened by the official on the other end that we had no leverage and they were going to go after our personal assets. Quite a terrifying time for a 21 year old to be honest.

A good reason to avoid having formal employees for such a small company. Wait until you can afford a good accountant or advisor.

That'll probably just get you slapped with even more fines. If you work for/on your company, you're an employee. The mere fact that you own 50% or even 100% of it is irrelevant.

Is this true even if you don't take any payment initially?

If so, how do all those bootstrapped startups manage to avoid minimum wage laws?

Oh man - I've been there. We moved from New Jersey to New York and the organization we hired for payroll and insurance botched the worker's compensation for half a day - it started on the first of the month and we moved into our office on the afternoon of the 31st, the day before. Bam, $11,000 fine.

That took months to sort out, the officials I spoke to treated me like some sort of Snidely Whiplash cartoon villain, and we still ended up having to pay the folks up in Albany $1,000. Such a hassle over nothing.

Why does something like that takes months to resolve? Shouldn't these systems be in place to be more efficient? :\

It's frustrating to be treated like a Snidely Whiplash cartoon villain over a mistake. But it's hard to distinguish willfully bad actions from mistakes, and the fact is that most people engage in at least some degree of willfully bad behavior: http://economix.blogs.nytimes.com/2009/02/03/how-common-is-t... ("Various estimates put the tax cheat rate at 80 to 95 percent of people who employ baby sitters, housekeepers and home health aides.") Enforcement keeps people civilized, and when enforcement is lax, the culture decays and civilization crumbles (see, e.g., Greece; almost any third-world country).

I agree - it's hard to distinguish some willfully bad actions from mistakes. I don't think missing a single day's worth of worker's comp insurance in the middle of a state-to-state office move qualifies as one of those hard-to-distinguish-from-willfully-bad-actions, though.

If the information you provided them was accurate, shouldn't the folks that botched the payroll be liable for that?

I've had a similar cartoonish experience talking with folks from the NY State Tax Department (specifically unemployment insurance & worker's comp). Brief backstory was I had a production company and we paid everyone as independent contractors and got caught.

The cartoonish aspect of this was actually negotiating the fine with them over the phone. I thought there would be a set fine or something, instead we spent about 20 minutes haggling about what I would have to pay.

In New York, almost any employer with employees must have workers compensation insurance. This requirement is the result of a compromise. In New York, the law takes away the right of workers to sue for workplace injuries in most circumstances. In return, employers pay for workers compensation insurance, and claims are paid out on a "no fault" basis. The purpose of this compromise is to reduce the cost of litigating fault for workers compensation claims. Sure, it's unlikely that your office worker employees will hurt themselves in the course of their jobs, but it's not impossible, and that minimal risk is reflected in the low cost of insurance for office workers.

Editorializing: It is notable, though, that while these sorts of compromises tend to favor larger businesses for whom the administrative overhead is relatively insignificant. A smaller business would probably prefer to just be sued in the extremely unlikely event that anyone got hurt.

In fairness to NYS, people who type in front of a computer all day still benefit from worker's compensation.

Carpel tunnel syndrome and computer elbow are becoming very common.

At a job of mine a long time ago, a programmer had a large lamp fall on his head from about 10 feet up. He had to go to the hospital and was out of work for 3 weeks.

Nice thing about having a passthrough partnership is that founders aren't employees - you get distributions instead of salary and you're responsible for paying your personal taxes. Don't have to have the overhead of payroll or employer regulations that shouldn't apply to you.

It's a good idea to run your numbers through the Franchise Tax Calculator: http://corp.delaware.gov/taxcalc.shtml Mine was $180k on the statement, ~$1.7k in reality.

Still, even though I knew exactly how much I owed, when I saw $180k on the statement my first call was to my lawyer, for a hug.

How much did your lawyer's hug cost you?

i made a similar call a few years ago (thanks DE) and it was free ;-)

Hugs to our lawyers at Perkins Coie are always "free" (they said a bunch of numbers, muttered something about future payments, and it ended with free .. that means free right?)

Anyway, I got the impression that by the time lawyer bills come due, we either have enough cash for it not to be an issue, or we've failed as a company and are going under anyway...

To anyone going out on their own, be it with a company or as a freelancer: if you don't have an accountant to help you figure out what your taxes will be, you're A) nuts, and B) losing money.

Scratch that, that goes out to everyone. Get an accountant. Stop guessing at your taxes. You'll save more than you spend. That's their business.

Yes. One of the smartest things I did early on was to get a good accountant and a good lawyer and maintain the relationships. I've had the same accountant for 17 years, and the same lawyer for nearly as long. When I have some question, I call 'em up and get a useful answer, often in minutes.

If you're in business and think accountants and lawyers are too expensive, you aren't yet aware of the cost of not using them when needed.

For me it wasn't even that expensive. I was a one-man operation who did some of my own bookkeeping to keep costs down, but I never spent more than $2000/year on both my accountant and my lawyer.

How do you get an accountant? I've asked friends, and they don't have them, don't know good local ones, or when I did find someone who had one and was happy with theirs, I called the accountant and he doesn't return calls.

Other business owners in your market & locality are a great source of referrals. And there's nothing wrong with searching the Internet, if you're willing to check references of the firms you consider.

When I was looking, I printed out a list of 5 independent accountants nearest me and set up a half-hour to talk to them. Some have "packages" where they charge a set amount for certain services like helping with quarterly tax filings. In my area, the prices were pretty similar whether they offered pre-set pricing or not. I ended up mostly listening for whether their risk tolerance was the same as mine. Several of them were quite eager to explain the ways that they would stretch the rules to save me money.

People networking, that's how we found ours. My wife was a hair stylist at an upscale salon and used to do the hair of successful professionals. We found our accountant through those people.

Not that you need to marry a hair stylist to accomplish this though ;)

First, be persistent. Accountants and their secretaries are people. They don't necessarily have the best handle on all of their communication streams.

Second, there are these things call "telephone books" that list the "telephone numbers" of businesses in a section called the "yellow pages". Sorry, snark aside, it's pretty easy to find info about the accountants in your area (and I would prioritize finding one that is close, so you can easily visit their offices to drop off last-minute paperwork). Pick a few in your are and go visit their offices. Talk to them. See if your bullshit detector goes off.

How do you find a __good__ accountant or lawyer, though? I don't have a clue how to evaluate that.

Sometimes you just have to accept that you can't make the perfect-best-greatest choice on everything.

Just go with one. Flip a coin. See how it goes and talk to people. If their experiences sound better then yours, jump ship.

I once got a bill from Florida department of revenue that was close to 40000 for a company i started which had been registered for a while but had no real revenue. Turns out FDR applies the exact same methodology to calculate the dues by simply averaging or guessing revenues based on the industry you are in.

We got hit with a sales tax audit in NYC here, which apparently is pretty common. Turned into a multi-week process of providing documentation, justifying why some of our deals were non-taxed, justifying some of the work we did, and a little lawyer time.

I think in the end we owed ~$3k. What a waste of everyone's time.

Semi-related, for anyone in the UK join the Federation of Small Businesses as they can help you out a load with this kind of thing especially with audits.

If HMRC tell you you are being audited, just say "thanks very much, my FSB contact will be getting in touch with you" and then let the FSB know. From that point on the FSB handles everything - normally resulting in the audit disappearing as HMRC know they are unlikely to get anything out of you and so would be a waste of tax payers money/time.

If they say "You owe us 3k", you argue about the 3k.

If they say "You owe use 130k", you argue about the 130k and end up ecstatic to pay 3k.

Either way, you argue and pay 3k. In option 1, you complain about the 3k. In option 2, you praise the 3k.

Just my opinion.

Then there is the options that you find fewer loop holes and pay 5k. Or are totally lazy and pay 130k. Or any shade in between.

Sounds like a good racket for them.

The better racket for them is charging your business just to exist.

In return for providing the legal protections to both enforce contracts and protect your personally from the liability of a failed business.

As a small business the value of protection you receive from the state is incalculably larger than the price you pay.

I can get those protections from Texas for free until I exceed $1m in revenues. Not all states charge your business just to exist.

Texas instead charges your property just for existing (3rd-highest property tax in the nation). Different states choose different revenue mixes; Texas has largely chosen property taxes, sales taxes, and oil/gas severance taxes, plus in recent years the "margin tax" on larger companies.

Real property is special. You only truly own it if you're a country. Otherwise you have an encumbered title to the land and taxation is just part of the deal.

Movable property taxes, on the other hand, are BS.

Well yes, but I'd argue owning a corporation is pretty similar. The right to organize in a form that lets you incur debts you're shielded from paying back isn't some kind of natural state, but a creation of law in order to encourage certain kinds of commercial activity. Things like corporate taxes are imo a perfect legitimate part of the deal, if a government chooses to impose them.

I do think sole proprietorships should not require registration as businesses or payment of a separate tax (besides any personal taxes), though.

- Texas doesn't have a state property tax; all property tax revenue goes to local tax authorities. You could argue this is just shifting a burden downstream, but I like that system better than a from-on-high budget distribution.

- Property tax applies to all real estate, not just businesses, so I'm not sure what this has to do with business taxes.

- We don't have a personal income tax.

<i>- Property tax applies to all real estate, not just businesses, so I'm not sure what this has to do with business taxes.</i>

Actually, Texas (or perhaps local authorities) levies a property tax on all business assets. If you host a website on a server in texas, they will levy a property tax on the server. Sometimes that's paid by the hosting firm. Sometimes, it's passed on to clients.

If you don't believe me, look it up.

I looked this up and found nothing of the sort. I've run a C-Corp in Texas for 7 years now and I'm quite sure our accountant would have brought this up at some point.

It's the "business personal property" tax. Here are Harris County's instructions on it: http://www.hcad.org/Help/BusPersonalProp.asp

For taxation purposes, your property is classified as either real property (land, buildings, and other items attached to land) or personal property (items that can be owned but are not attached to land). Tangible personal property that you use to produce income is subject to taxation in the state of Texas. Tangible personal property includes such things as furniture, fixtures, inventories, equipment, motor vehicles, vessels, and aircraft. These items are typically referred to as business personal property.

I did not know such a thing existed. I find it rather surprising. In reading about it, though, none of the money from that tax goes to Austin, either. Additionally, if I am reading the law correctly, all businesses, incorporated or not, are subject to this.

Edit: I should also note that, as a resident of Texas, my hypothetical company would have to pay the exact same amount to various Texas tax authorities regardless of where it was incorporated.

They're not providing anything if you're not making money.

> As a small business the value of protection you receive from the state is incalculably larger than the price you pay.

Unless you are in CA and are a small or side business with little revenue (thinking side consulting gigs, etc).

The minimum tax liability + biz license and other fees (base tax of $800 or more depending on revenue + biz license + other fees) quickly makes it not worth incorporating in CA if you can avoid it. That is, unless you are making more than a few thousand a year from your side gig.

Yeah, this is a few years back, but as I recall, they originally claimed we owed ~$20k - and we disputed and negotiated and got supporting evidence, etc. and ended up with 3k. I was more commenting that it seemed like a lot of effort on the part of the city to end up with just $3k.

>> In option 2, you praise the 3k.

And shorten your life by 12 months from the initial shock :)

The high tax liability claims are based off of projected revenue (in a very market-optimistic year) -- not actual revenue. This is why usually the actual tax liability is significantly less.

It's only a racket if you assume that nobody cheats on their taxes. If that were the case we'd never need to have audits.

I really wish that there was a good document that outlined all the paperwork required to run a "standard" Delaware-based C-corp for an online business located in Silicon Valley.

Things like workmans comp, sales tax, board meetings and minutes requirements, insurance requirements and the like. No need for lots of explanations, just a list of all the major things you need to do to run a C-Corp legally.

Does anyone know of such a list?

clerky.com is close

Are you me? Had almost exactly the same experience, though we're still in the prototyping stage and don't have paying customers yet. When I filled out the DE franchise tax form online, it recalculated to the much smaller amount based on the $350 minimum. It's worth noting that you should call your agent to see whether their required forms are just them offering to fill out a form you could file yourself with state governments, often at an added fee just to fill out a few lines for you. In my experience, they'll give a straight answer if you ask.

Also, for any companies doing business in New Jersey, there's a $500 minimum income tax even if you make no revenue - and even if you put the business on hold but still keep some assets on the corporation's books at any time that year - so be aware of that. It's somewhat ironic that for companies operating at a loss, states often refuse to waive any minimum tax - would they not wish the companies to be able to put that money towards their success, and to have a higher probability of generating both jobs and much higher income taxes in their states in future years? Though I suppose New Jersey is not the state best known for forward-thinking political practices...

[OP] The e-mail reply from our lawyer: "In theory, the default way of calculating eventually is lower than the alternative method when a company becomes large.

Every February we have frantic calls from our clients when they receive their tax bills."

LOL.. just founder things

I couldn't help but notice Delaware's "Division of Corporations" is using a PO Box in Binghamton, NY. Any idea why?

The address is a "lockbox" location for JP Morgan Chase. Essentially, a warehouse where a bunch of temp workers open/sort/enter quarterly business tax remittances for the state of New York, and apparently Delaware.

Fun fact: I lived and Binghamton and worked at said lockbox.

More info: http://blog.delawareinc.com/delaware-division-of-corporation...

"Due to the high volume of annual reports and payments that the State of Delaware receives throughout the year, they use a third party facility to accept all of these types of payments."

I once got a bill from the California Franchise Tax Board. I had been working remotely for a California company and barely even set foot in the state, but they decided I owed them state income tax.

Ended up being easier to pay up than dispute it (~$250).

How much taxes do LLC's pay in Delaware? Would I still have to pay my home state's property taxes?

$250 pa to Delaware, $300 as of July 1, 2014.

I would have guess it to be a scam. Why does the State of Delaware use a Birmingham, NY address?

For tax reasons. Badum tsch.

Because they contract out the handling of payment processing to a bank.

Same thing happened to us. We hired a proper CPA and it was fixed.

What did you actually owe?

This happened to me!

> Any other startups here gotten a nice "tax surprise"? Would love to hear about it!

You registered in Delaware without figuring out how much actual taxes you will have to pay. If you did, you would know right away that that invoice was bogus.

Not sure why this is on the front page.

> Not sure why this is on the front page.

Everyone is a noob sometime, and the first Delaware Tax Bill is a pretty common cause of heart attacks for new founders.

Since I wish I'd seen an article like this when I started out, I don't really begrudge OP or the upvoters for putting this reminder on the front page.

You should probably not form an entity if you are not reading tax ramifications.

Also, 2 second google search will answer all the questions one might have about this invoice. You can also use the calculator they clearly advise you to use within the invoice.

Not a front page material.

> Not a front page material.

Hello! You are new here. Please be sure to read this:

https://news.ycombinator.com/newsguidelines.html

"Please don't submit comments complaining that a submission is inappropriate for the site. If you think something is spam or offtopic, flag it by going to its page and clicking on the "flag" link. (Not all users will see this; there is a karma threshold.) If you flag something, please don't also comment that you did."

If it's appropriate for the site, it's appropriate for the front page. Simple as that.

Hmmm. So you don't think that this is front-page worthy. That's interesting.

Here's something to take note of - your opinion doesn't matter. The magic of a democracy is that a group* of opinions do matter.

Also, 2 second google search will answer all the questions one might have about his/her opinion not mattering on Hacker News.

http://lmgtfy.com/?q=hacker+news+ranking+algorithm

>You should probably not form an entity if you are not reading tax ramifications.

In abstract yes. In practice it happens. And several succesful companies started with a cavalier attitude towards much bigger things. In fact without a cavalier attitude in some things, the fact-checking, lawyer and bureacracy cost would be impossible to bear for a new personal business startup.

>Not a front page material.

It's a social voting site. Actually looks like your comment was not comment thread material.

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