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Ask HN: Where would you incorporate your European startup?

by aharonovich on 2/2/16, 9:22 AM with 73 comments

• by r2dnb on 2/2/16, 10:40 AM

  I've incorporated in the UK but I kind of wonder if I made the right choice. It's a fantastic country, but one thing that bothers me and that I discovered too late - only a few weeks ago - is privacy. This is a real one, pay attention to it.

  Basically, private companies are as public as american public companies. It's ok to have disclosures to make to the government, but here you also have to disclose your financials to the general public.

  Basically with a simple Google Search anyone can know your turnover, your board minutes, but even - more shockingly - your balance sheet, your MONEY IN THE BANK (are you kidding me ?) and the amount you paid yourself as a director among many other things. I find this shocking for companies that are supposed to be private.

  After research I've found this is due to European Regulations so it will likely be the same - or quickly be the same - no matter where you go in Europe.

  For this very reason, I'd say that if you value privacy, the best place to incorporate a European Web startup is in the US. I'm gutted because I was more than happy to pay my taxes here, this is just a shame.

  Then it will of course depends on your focus and your specifics. For me, I am not after exposive growth and investors money, so controlling my disclosures and my image is key to make serious deals with big clients / partners.

  I hope my perspective can be somehow useful for you.

• by phillc73 on 2/2/16, 9:54 AM

  Ireland perhaps.

  Forming a Limited company in Ireland is cheap and straightforward. That is compared to a GmbH in Austria or Germany where you need thousands of Euros in share capital just to form.[0]

  Ireland uses the Euro, which might be an advantage over the UK with Pounds Sterling. No forex worries.

  Ireland also has a low corporation tax rate of 12.5%

  The only two trickier bits are setting up a registered address in Ireland (not P.O Box) and opening a bank account. Not insurmountable tasks, and various organisations can assist for a few hundred Euros.[1]

  [0] https://en.wikipedia.org/wiki/Gesellschaft_mit_beschr%C3%A4n...

  [1] http://www.companyservice.ie/ (€255 for the basic service. Not affiliated, don't even know this particular company, just found with a search)

• by osullivj on 2/2/16, 9:35 AM

  EIS & SEIS [1] tax breaks for UK angel investors are a strong argument for the UK. Also R&D investment has tax credits too, so startup salary spend on new product dev is treated well by the UK tax office [2]. Don't know if PT & NL offer any similar breaks for startups & their investors.

  [1] https://www.crowdcube.com/pg/seis-tax-relief-42 [2] http://forrestbrown.co.uk/rd-tax-credits-explained/

• by Loic on 2/2/16, 10:45 AM

  Take a good lawyer, accountant. I am French and created two companies in UK (Ltd) and one in Germany (GmbH). In theory, UK was better, in practice, because I live in Germany, the GmbH is more convenient. Also, a lot of your optimisations are dependent on your products. Are you selling software (licenses), consulting or goods? Are you doing import from outside of the EU? Sometimes, depending on your product, a country which is normally not "interesting" turns out to be a great place if you setup more than one company and split who is getting the money for what (here I have software licensing and development in mind).

  At the end you need the details to be able to find the good answer, because for taxes, it is always a question of details.

• by siscia on 2/2/16, 9:45 AM

  I would definitely check out estonia, you are not taxed on profit but only when you get money out of the company.

  https://en.wikipedia.org/wiki/Taxation_in_Estonia#Corporatio....

  On wage there is a 33% social tax with is pretty much the same in Italy and I suspect to be pretty much standard across europe.

• by martinald on 2/2/16, 11:41 AM

  Definitely UK. Usual reasons (very very cheap, like $20 and then $20/yr filing fees), good legal system, you can do nearly all tax/regulatory paperwork online/through APIs (in fact, it's nearly impossible to do it by paper now).

  Corp tax is 20% and up to £~45k pa you will pay no further income tax on dividends drawn down (though I think this is changing this year to 5%).

  Flat rate VAT scheme is helpful for smaller companies.

  But by far the best thing is the ridiculously good tax breaks the govt offers for startups, esp tech.

  SEIS allows investors tax refunds for 50% of their initial investment, plus 25% if you fail. Which means for every £1 they put in, the govt is 'underwriting/giving you' £3. And if you succeed they will pay no further capital gains tax on their realised gains.

  R&D allows you to get back 23% of qualifying R&D costs in cash (or deducted off your corp tax bill).

  Put those numbers together and you can see why you should incorporate in the UK...

• by cmenge on 2/2/16, 11:31 AM

  For those suggesting the German UG, be aware that dissolving and operating it can be quite expensive. Fine if you have a solid business, problematic if it's more of a test and you simply needed some 'real' company for that stripe account...

  Yearly filing must be done by a tax accountant and you have to pay for the 'services' of the Handelskammer, which is around 800 and 200 EUR at least, respectively, per year. Dissolving takes one year at the very least and incurs additional cost of at least EUR 500,- plus the year in which the company lives as a zombie, so 1.5k total.

• by mpswardle on 2/2/16, 10:39 AM

  I think a major factor in this decision that should not be forgotten is language.

  We have a German UG that is a wholly owned subsidiary of a UK Ltd. My co-founder speaks German but without this it would have been extremely complicated to setup and operate the German company.

• by lazyjones on 2/2/16, 10:30 AM

  If taxes are the main priority, Malta seems like a good choice: http://www.fbsmalta.com/malta-tax-structures/malta-company-t...

• by dmichulke on 2/2/16, 10:20 AM

  In Luxembourg you should also have a low capital limited company by now.

  Income tax + social security is approx. 1/3, so for each 1k net invoiced (excl VAT) and paid in salary, you'll receive ~667

  In addition, interest rate payments on loans are tax-deductible. Locals speak French, German, English and Portuguese (and Luxemburgish of course).

  My second choice would be Estonia but maybe only because I don't know Ireland that well.

• by charlesdm on 2/2/16, 9:42 AM

  For what purpose? Normal corporate tax planning? A neutral entity so you you can raise investment from European investors?

  Does Portugal have CFC laws?

• by dotcoma on 2/2/16, 9:38 AM

  I would have listed Lisbon as one of the places I'd choose. Guess not.

  Taxes? What about Tallinn?

• by glossyscr on 2/2/16, 11:57 AM

  Something to consider:

  All EU countries have world's strongest consumer protection rights and labour rights since most local laws are following EU directives.