So, you’ve just had an awesome idea and you want to turn it into a business as soon as possible? In this article, I list the most cost efficient ways to do that and explain how to dissolve your new business if things go south.
Fast and cheap, your options
From a tax perspective, the United States and the United Kingdom are absolute nightmares. This is not something you should be concerned about at this stage though. You are registering a new business and new businesses tend to generate little in the way of profits. No profits = no taxes. What you should be concerned about is getting the business off the ground as quickly and cost efficiently as possible. For this purpose, the US and UK are most likely your best options. Estonia could also be an interesting option if you are already an e-Resident. Why those three countries? Because registration is cheap, can be done remotely (including the bank account) and the availability of business services is excellent (payment processing, accounting software etc).
Thanks to services like Atlas, registering a business in the US has never been so easy / accessible. There is no need to travel, everything can be done online remotely (even the bank account). Businesses registered via Atlas also benefit from Stripe payment processing from day one and free tax consulting from PricewaterhouseCoopers (PwC). Atlas charges 500 USD for the service and the structure they register is the Delaware C-Corp. Obviously, if you can travel to the US to open the bank account, you can get a better deal and a better structure (like the Wyoming LLC). In any cases, your US business will have access to all US payment processing services, PayPal etc. It will be possible to apply for a business credit card but you will most likely have to leave a security deposit.
Using the services of an authorized agent like 1stformations, you can get your UK business registered in as little as three hours. Their non-resident package includes nearly everything you need to run your business (even a London address) and costs only 135 GBP. What is not included in the package is a bank account but this is not a problem as it is possible to open one online in minutes with Holvi. From a compliance standpoint, running a UK business is fairly easy especially for small businesses. You are required to file an annual confirmation statement, an annual tax return and keep your books in order but that is pretty much it. You will not have to worry about collecting VAT for a little while as the threshold for VAT registration is 83000 GBP.
If you are an Estonian e-Resident, registering your business in Estonia could make a lot of sense. While you can register the business yourself, I recommend using a service like LeapIN. This will save you the headache of dealing with the Estonian tax authority (many of their services are only available in Estonian) and will make ongoing compliance a breeze. Estonian businesses are only taxed on their distributed income. Salaries paid to non-residents are not usually considered distributed income nor subject to social and income taxation (unless a treaty between your country of residence and Estonia says otherwise). This means that as long as you only pay yourself via a salary, your company can operate tax-free. At the moment, it is not possible to remotely open an Estonian bank account but this will change soon. In the meantime, you can open an account remotely with Holvi. All in all, registering an Estonian business takes only a few hours and the total cost (including the LeapIN fee) is under 250 EUR.
How to dissolve your new business
Dissolving a US company is fairly easy although it has to be done correctly otherwise liability issues could arise for the owner(s). Your first step will be to hold a vote with the stockholders (if any) to authorize the dissolution. Your second step will be to pay any outstanding taxes due to the state and the IRS. You can use the official checklist available here to complete this step. In most states, you will then have to create a certificate of dissolution and submit it with the appropriate filing fee. The state will then choose to either accept the certificate or refuse it. If it is accepted, the company will cease to exist. Obviously, you should have closed your business bank account and payment processing account at this point.
The easiest / most cost efficient way to dissolve a solvent UK limited company is by having it struck off the Companies Register. You first step will be to fill an application to strike off and send it to all interested parties (shareholders, creditors etc). Your second step will be to close the business bank account and distribute all company assets. Your third step will be to send the company’s final statutory accounts and tax return to HMRC. There is no need to notify Companies House if you made it clear in your return that the company will soon be dissolved. Please note that all business documents (bank statements, invoices etc) must be kept for seven years after the company is struck off.
Dissolving an Estonian company is a relatively straightforward process. Your first step will be to hold a meeting with the stockholders and have a vote regarding the dissolution. If two third of the vote is in favor, your second step will be to get the confirmation from your creditors that the company is solvent. Your third step will be to notify the Commercial Register of your intention to dissolve the company. If the register approves the dissolution, the remaining assets then have to be distributed. Your final step is to petition the register for deletion.