Why you might not want to incorporate in the USA

I am an international tax lawyer and this stuff is my day job. Consider this comment an AMA.<p>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&#x2F;penalties is the number 1 reason.<p>Anyway. If you are in a position like The One and Only Netai -- or don&#x27;t want to be -- AMA.

As the article states, Denmark, while having high taxes, is very business-friendly: Very little bureaucracy, almost zero corruption, English-speaking population, relatively cheap apartments ($1,850 per month for a newly constructed two-bedroom apartment in central Copenhagen) and very low expenses of health care and firing people. Also, while wages are generally very high, they&#x27;re not high compared to Silicon Valley wages, which is an advantage if you want to start a business here.<p>We rank as no. 4 on Forbes&#x27; list of Best Countries for Business (<a href="http://www.forbes.com/best-countries-for-business/list/" rel="nofollow">http:&#x2F;&#x2F;www.forbes.com&#x2F;best-countries-for-business&#x2F;list&#x2F;</a>) and as no. 5 on World Banks&#x27; Ease of Doing Business list (<a href="http://www.doingbusiness.org/rankings" rel="nofollow">http:&#x2F;&#x2F;www.doingbusiness.org&#x2F;rankings</a>).<p>So what&#x27;s bad about doing business in Denmark? The cloudy weather (think UK) and the personal income taxes :) The corporate tax isn&#x27;t particularly high, though (24%).

I really don&#x27;t understand this fetishization of the US for business. If you want to be sued into utter oblivion and live on the streets with a nonexistent social safety net I guess it&#x27;s all right. I&#x27;m in Ireland and if you want to start a real business (not some rinkydink app that mysteriously needs €30 million in funding so you can fail more spectacularly) the climate seems quite good.

Whilst I do not wish the hell that is American business regulation on anyone, I am at least happy to see some Europeans realizing that America does in fact have more onerous regulation, all things considered, than nice nations like Denmark.<p>Scott Sumner of Bentley University, in Boston, has written on this topic quite a bit. Sumner, in fact, considers Denmark <i>the most free market oriented non-postage-stamp nation on earth</i>. A sample:<p>On taxes: <a href="http://www.themoneyillusion.com/?p=24759" rel="nofollow">http:&#x2F;&#x2F;www.themoneyillusion.com&#x2F;?p=24759</a><p>On regulation: <a href="http://www.themoneyillusion.com/?p=21601" rel="nofollow">http:&#x2F;&#x2F;www.themoneyillusion.com&#x2F;?p=21601</a><p>On inequality: <a href="http://www.themoneyillusion.com/?p=22400" rel="nofollow">http:&#x2F;&#x2F;www.themoneyillusion.com&#x2F;?p=22400</a>

And ... the article doesn&#x27;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.<p>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 &quot;account&quot;, with contact details at the institution, every year, on two independent forms (similar yet different), as well as every transaction in securities (if you can actually do them anymore - most places won&#x27;t even let you if they know you are paying taxes in the US).<p>If you are not a US taxpayer already and planning to do anything in the US, be sure to talk to a CPA that specializes in those kinds of things (preferably, one who is also familiar with the treaties and tax code in the country you are moving from). You need to do this both on the business front and the personal front, or you are likely to be seriously and horribly surprised one day.

* You could have saved yourself a load of headache and incorporate in Delaware.<p>* If you don&#x27;t have a physical office in each state you don&#x27;t have a presence there. You shouldn&#x27;t have needed to pay sales tax. Amazon only pays taxes in states they have a physical presence (warehouse, office, callcenter).

&gt; In the US, however, it’s like being in the 70’s in Denmark. In a country, where the NSA supposedly reads all my email, knows how much money I make, what I ate for breakfast and what color underwear I prefer, I cannot report electronically to the authorities!<p>Well, the plan was to keep the incredible advancements in (mass surveillance) technology secret from the citizens, in order not to be stopped.

Call me stupid, but the only reason why I incorporated an LLC in the States is because I wanted get access to the Stripe API for production (yeah, it&#x27;s a huge compliment to the Stripe guys ;)<p>The payment gateways in my country are shit..Also, the US account is only used for the payment gateway, all the IP of my software is owned by the company in my home country. You know, just so someone doesn&#x27;t sue me for rounded corners and having anchor links on my webpage, stuff like that.<p>So far so good, I just report EFI (Effectively connected income) to the IRS, which means only the businesses that I do with USA, all signups from other countries aren&#x27;t taxed by the IRS believe.

Is this a test of whether anyone actually reads these articles? Every 3rd paragraph has a viagra spam-link inserted in the middle of a sentence.

So where&#x27;s the optimal location to setup a no-physical-location-required business?<p>I&#x27;ve heard Hong Kong, Singapore, Delaware...any thoughts?

I had a similar experience.<p>I run a france-based company specialized in online advertising and I wanted to expand our activities to the US, who does not? Obviously France is way worst than Denmark and the US for business, tax and work laws, so I can&#x27;t really relate for the tax part.<p>I relate mostly for the visa stuff. What I am getting from the OP post, Nitai was doing L1-A. I have been doing L1-A too. (I recognized the list of documents scanned the OP has posted! :) ) Same hassle, same huge amount of documents needed, we didn&#x27;t give up though after the first request for evidences but the requirements are kind of high so we finally didn&#x27;t get it.<p>US now sucks for immigration and it seems to worsen. BUT, Europe seems harder too than before for immigration. It seems a tendency that in the world with Internet, cheap transportation and desire for better file, people immigrate more and countries make stronger bureaucratic walls.<p>That&#x27;s sad. :&#x27;(

Yeah, our tax&#x2F;employment&#x2F;visa system sucks, although European rumors of our impending demise are greatly exaggerated. If you&#x27;re not from the USA it is understandable that you may not be aware of the nightmare that is our state legislation. Our states are like grumpy siblings in the big dysfunctional family we call our nation. They each have their own method of handling taxation and employment and each have their own irrational set of processes. As a nation we could certainly improve the way we handle such matters.

A lot of this could have been solved by (pick a few):<p>1. forming a 1099 relationship with your devs if they weren&#x27;t working full time.<p>2.Using a Personal Employment Organization.<p>3. Doing your research before blindly incorporating in Texas. We could debate for ages the merits of the state and federal system, but if you were going down this whole road of opening a company in another country and hiring there, then it would have been useful to talk to a tax lawyer and an accountant who are familiar with the issues involved.<p>TLDR;Europeans whining about things they didn&#x27;t research, again.

I think the frustration with the various state differences is less interesting, to be honest. That&#x27;s part of what makes the US great IMO - states have to compete with each other as people and businesses can vote with their feet.<p>The difficulty you encountered during what I would have thought should be a routine L-1 is most concerning &amp; perplexing. I really never understand this point - more than a million new green cards were issued in 2012 [1] but you can&#x27;t even easily get a temporary work visa.<p>To make matters worse every year 50K new green cards are issued to completely random people, I mean it&#x27;s a lottery after all [2]. Why does the US want to hand out residency en masse and then stop people who can create jobs and grow the economy? As an outsider looking in I would think you&#x27;re getting the worst of both outcomes.<p>I don&#x27;t believe there is a good answer. Regrettably decision making has become so paralyzed in the US Congress and Senate and the whole machine only exists to serve itself.<p>[1] - <a href="http://www.voanews.com/content/us-issues-million-green-cards-and-naturalizes-757000-in-2012/1627155.html" rel="nofollow">http:&#x2F;&#x2F;www.voanews.com&#x2F;content&#x2F;us-issues-million-green-cards...</a> [2] - <a href="http://en.wikipedia.org/wiki/Diversity_Immigrant_Visa" rel="nofollow">http:&#x2F;&#x2F;en.wikipedia.org&#x2F;wiki&#x2F;Diversity_Immigrant_Visa</a><p>Edit: references

&quot;In Europe, you can live in whichever country you like. Most countries here seem happy to receive taxes.&quot;<p>I think the analogy is the same for states in the US - yo can live in any of the states and they&#x27;d be happy to collect your taxes. When your business has a substantial business presence in a particular state, it expects you to start reporting there.<p>States in the USA are like countries in the EU, except they all have the same language and restaurant chains.

&gt; We sent endless amounts of documents, translated documents, notarized documents and copies of this and that. ... a detailed list of all transactions from our Danish bank accounts for the past 3 years. ... our lease agreement for the office. ... pictures of the office from the outside. in Denmark and the USA. ... pictures of the inside – and we needed to make sure that the pictures had employees in them. We had to get the main lease agreement from our lessor to prove that they could actually sublease to us.<p>&gt; ... We needed to explain, why we needed the space. We needed to explain, why we didn’t need more. Then why we didn’t need less. Then we had to send copies of all Nitai’s diplomas. Then we had to explain, why nobody else could run the operation in the USA for us.<p>I&#x27;ve read that we do this shit to make sure that people don&#x27;t come here and take advantage of the business and benefit paradise that we&#x27;ve created.<p>I have this picture of the US as a 1970s asshole dressed in a leisure suit, wide collars and bell bottoms and a vest, who think&#x27;s he&#x27;s God&#x27;s gift to women, where actually everyone is laughing at him for the clown that he his. And he rarely gets laid, despite bragging to the contrary.

Here in the EU the EU has a reputation for being extremely bureaucratic and hard to fathom. As the writer points out, you ain&#x27;t seen nothing. Just imagine 28 members plus privileged partners agreeing on regulations for international trade through bilateral agreements.<p>And probably every policy that is less bureaucratic is either quite small or has bigger problems with corruption.

Hmm, Seems the Google Cache version of this article is full of viagara links? - <a href="http://webcache.googleusercontent.com/search?q=cache:xBaBObiy8FMJ:thenitai.com/2014/03/12/why-you-might-not-want-to-incorporate-in-the-usa/+&amp;cd=1&amp;hl=en&amp;ct=clnk&amp;gl=us" rel="nofollow">http:&#x2F;&#x2F;webcache.googleusercontent.com&#x2F;search?q=cache:xBaBObi...</a>

Solely from the taxation perspective, my home country now looks surprisingly friendly for small IT businesses.<p>We have a so called Simplified Taxation System for small businesses (not just IT.) Basically, as a company we can choose to pay either 6% of annual revenue, or the bigger of 15% of profit and 1% of revenue. That&#x27;s it, no VAT or anything.<p>As far as wage taxes go, there is a 20% Unified Social Tax charged on the wage amount before income tax. Moreover, there is an annual cap on that tax, which a senior developer in a big city is likely to hit as early as mid-year. Otherwise, small IT businesses can qualify to lower that tax to 14%. All that&#x27;s left after that is the income tax - 13% flat.<p>Which country you would ask? Russia. That&#x27;s why I wrote &quot;Solely from the taxation perspective&quot; in the opening statement...

&gt; All of a sudden, we were forced to figure out, how much we actually sold in each of those states, where we hired people<p>Not to be offensive, but differences in state rules should have been expected, given the name of the country. How hard do you think it would be to get a random sample of 50 people to decide on a movie? Now swap people with territories and movie with governance.<p>This blog post is just ranting and whinging that some paperwork had to be done when starting a business on foreign soil.<p>I worry about the quality of Razuna as a product if attention to filling out a form is a huge ask.

So if I&#x27;m neither american or european. Is it actually easier for me to move to europe, get a visa there and start an european company than an american one?

So seeing all these problems, how are YC companies solving them or better yet how do they handle the whole process to avoid this? PG said they are incorporating in Delaware but their offices most probably are in CA. Shouldn&#x27;t this be a problem being in different states? Or it applies only to foreign related companies? Thanks.

Riiiight. Because you can do the same in the European Union and get less paperwork, in one language? How do you comply with Spanish and Italian employment requirements, by registering and filing paperwork with Danish employment authorities, in Danish? That&#x27;s hogwash.

As a US based startup founder, this was an illuminating read. And this part in particualar is brilliant:<p>&quot;I immediately sent an email, to nobody in particular, asking the NSA to get those tax figures themselves and pass them on to the IRS&quot;

Denmark&#x27;s defense budget is really small 3.2 % of government spending vs 18.2% for the United States. Therefore, Denmark has much more cash to spend and is a richer nation relying on US for defense.

It&#x27;s indubitable that the nordic countries are well-run places. Occasionally though, the amount of &quot;smug&quot; they export is a bit on the high side.

My biggest hurle is payments processors. Everything good work in USA (think stripe).<p>So, if not USA, when? That make possible to be in latinamerica but be incorporate elsewhere?

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How big a threat are patent trolls while incorporating in the US? Companies get sued for scanning and emailing documents!

Any ideas on how it would work if I inc in India, but operate in the US (I&#x27;m in the US on F1 visa)

This article is funny. Makes it sound like the USA is all complex, in the stone age, etc. I lost it at the green card part&#x2F;to work in the USA was hilarious as the USA grants so many of those it isn&#x27;t even funny. That&#x27;s the whole point of people in this country complaining that foreigners take our jobs.

Spot-on. Also, don&#x27;t get me started on mobile internet and broadband. Every time I go to America it&#x27;s like going to a 3rd world country.

You can&#x27;t just buy &#x27;Murica with money!

why are there a lot of links in this article referencing cialis? Site been hacked?

whenever someone is boasting about how the scandinavia is a paradise I&#x27;d suggest reading this article in Guardian<p><a href="http://www.theguardian.com/world/2014/jan/27/scandinavian-miracle-brutal-truth-denmark-norway-sweden" rel="nofollow">http:&#x2F;&#x2F;www.theguardian.com&#x2F;world&#x2F;2014&#x2F;jan&#x2F;27&#x2F;scandinavian-mi...</a>