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Funny_Hanny2019-09-01 21:06:36
Freelance
Funny_Hanny, 2019-09-01 21:06:36

How and where is it better to legally register a startup?

At the moment I am working on the idea of ​​a niche online marketplace to connect customers (mostly foreigners) with performers (mostly from Russia). Something similar to fiverr, youdo or any other aggregator of customers and contractors.
Since payment will be made through the service itself, at the current stage it is necessary to understand where and how to formalize everything legally.
Key points that are extremely important:

  • Performers are freelancers who are not employed in the state (there should be a lot of them)
  • Payment is made through the service, it is desirable that in the country of registration it is possible to connect Stripe or an equivalent
  • The campaign will be without profit (all money will be reinvested in development)
  • It is highly desirable that the customer be able to pay in $/€ (this excludes Russia as a place of registration)
  • The founder has a Russian passport
  • It is planned to start texting MVP from several European countries

Maybe there are some templates for services that work as marketplaces (for official work with performers as partners, not employees).
I do everything on my own, so there is no way to hire lawyers and go to professionals.
So far, the most logical thing seems to be the remote registration of the company in the state of Delaware in the USA, but maybe I'm missing something.

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5 answer(s)
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Sanes, 2019-09-01
@Sanes

It is highly desirable that the customer be able to pay in $/€ (this excludes Russia as a place of registration)

Clueless argument. MVP just needs to be registered at home, so that later the popabol does not torment.

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Alex Dmn, 2019-09-01
@AlexDmn

To select the jurisdiction of the company, an analysis of your future cash flows and corporate governance is required, all this is analyzed in a complex:
1) Income and the structure of their receipt
2) Expenses and the structure of payments on them
3) Taxes
4) Investments (external / internal)
5) Ownership ( co-founders/investors)
A separate item is the company's protection from user litigation and claims from regulatory authorities. This is also evaluated when choosing a jurisdiction, but legal aspects are taken into account here.
From what you wrote, there is only a little information about income (commission on payments?).
This commission will be taken from income from physical. customers (?) from other jurisdictions or from individuals. persons - performers (mainly from the Russian Federation)?
What is the monetization model?
About paragraph 2-3-4-5 and the legal assessment, you did not write at all. Therefore, the advice that you will receive will be from the area of ​​\u200b\u200b"finger to the sky" or "average temperature in the ward", this is how you write "shouldn't we go to Denver, for a corporation like" C "", I see a lot of startups doing this .. If there is no money for such moments, and
you do not want to attract professionals, then take the product closest to you, go to their contacts or crunchbase and see where and in what form they are registered. Check out some of these companies. Compare, draw conclusions.

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Alexander Kuznetsov, 2019-09-05
@WSGR

Look towards European companies, and now almost no normal bank will open an account in more gray jurisdictions, especially a merchant, and even more so with a beneficiary from the Russian Federation.

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Alibaba2018, 2019-10-18
@Alibaba2018

As far as I know, many international companies, both large and small, operating in various jurisdictions choose the Netherlands as the place of jurisdiction, due to the most suitable legal mechanisms for such activities (including the same Uber, Beeline, Booking.com, etc. ).
Various financial assets are usually registered already offshore, i.e. Delaware is a kind of internal offshore in the USA, and IMHO is not an option for your activities (although I could be wrong), plus US lawyers have unrealistic horse prices, London lawyers are also usually involved in registering financial assets.
Try to study the experience of Estonia, because. they also seem to have created a very favorable environment specifically for startups, and yet, as closer to the Russian Federation, because. they will be simpler and interested in the development of startups.
As for payments, why don't you want, for example, to contact the same Revolut? it is quite possible that they will just be able to give you some option as a startup, with more activity, but more favorable conditions, but at the same time, do not take into account that Revolut can also be covered at any time, because. startup itself.
What stack is your service based on? Very interesting idea IMHO, write about successes, problems, etc. more often)

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Dmitry Egorov, 2020-03-14
@ddegr

I recommend that you carefully look at Estonia
. It seems that this country is the most suitable for you to start:

  • EU country. Convenient and understandable for customers from Europe
  • Capital reinvestment tax - 0%
  • Convenient VAT if the company makes the bulk of its revenue outside of Estonia
  • Remote creation of legal entities persons, opening bank accounts, signing contracts with Estonian companies. Incl. non-residents and non-citizens of Estonia
  • Stripe works with Estonian companies
  • Possibility to open bank accounts outside of Estonia. Currency, of course, can be any

Important!
Open legal a person outside the boundless (including Estonia) must be carefully. The law states that it is necessary to notify the tax service from the opening of a foreign company. Otherwise, a fine.
In addition, there is the concept of "controlled foreign company" (CFC). There were cases when a CFC was recognized as a local affiliate, demanded to pay VAT on the activities of a foreign organization;)

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