Where is the best place to register a Start-Up?

In this article, we will look at the most popular jurisdictions for registering startups, their advantages and disadvantages, as well as the key factors to consider when choosing a place to register your business.

However, let’s start with what should be considered a startup.

It is worth noting that the term “startup” does not have a unified definition, therefore, certain criteria are used to determine whether a particular business can be classified as a startup. Although these criteria may vary from jurisdiction to jurisdiction, they can generally be divided into two main groups:

Criteria relating to the general characteristics of the company:

  1. Criterion on the period of the company’s existence (e.g., a company less than 5 years old).
  2. Criterion for the number of employees (for example, less than 50 employees).
  3. Criterion for the company’s annual turnover (for example, less than $10 million).

The company’s potential:

  1. The company’s potential for rapid growth (e.g., the ability to increase revenues several times in a short time).
  2. The criterion of innovation (for example, the development of new technologies or unique products).

 

The above list can be considered general criteria for defining a startup. They can be applied simultaneously, or some of them can be applied, again, depending on the jurisdiction and the existence of a special legal regime for startups in the legislation of a particular country. Below you will see how these criteria are implemented in the legislation of Spain and Italy (countries with special legal regulations regarding startups).

 

CriterionSpainItaly
Annual turnoverAnnual turnover less than 10 million euros.Annual turnover is less than 5 million euros.
Startup ageless than five years since its founding, which increases to seven years for companies in industries such as biotechnology, energy, and manufacturing.less than five years since its inception.
Features of the activityInnovative and technological focus.production, development and commercialization of innovative goods or services with high technological value.
Physical office requirementPhysical presence with a physical office and the majority of employees in Spain.A physical office in Italy or another European Union country.

 

It is worth emphasizing that not all jurisdictions define the concept of a startup and its characteristics. Therefore, in order to be considered a startup, it is often important to meet the criteria of innovation and riskiness with a small number of employees and, accordingly, a low level of turnover.

 

And if you have already determined that your activity meets the characteristics of a startup, but the company is not yet registered anywhere, the next step is to choose a place to register your business. In this case, this article will be useful to you.

So, before choosing a jurisdiction to register a company, it is important to consider the specifics to ensure the best conditions for your business development. Ask yourself the following questions to make the best choice:

  1. Does the jurisdiction meet the needs of your startup? For example, if your startup is in financial technology, does this jurisdiction have favorable legislation for FinTech companies?
  2. How do your investors feel about the chosen jurisdiction? For example, if your main customers or partners are in the EU, you should consider EU countries for company registration. You may need to decide to have two companies: one in the US and one in the EU. It is also important to consider the location of your target market and choose a country of incorporation that will not hinder your ability to attract customers or do business.
  3. Are you planning to set up a physical office? Let’s take Singapore, for example. To register a business in Singapore, you do not need to have a physical office, reside there, or hire Singaporean employees. All forms can be filled out remotely. It is also possible to open a business in Estonia and draw up all the documents online.
  4. Is it easy to find qualified specialists if you are planning to set up an office? For example, in countries with a strong technical education, such as Germany, it is easy to find IT specialists.
  5. What is the political and economic situation in this country? For example, stable countries such as Switzerland or Singapore may offer a more predictable business environment than countries with an unstable political situation.
  6. What are the tax rates for companies in this jurisdiction? Are there any benefits or special conditions for startups? Are there any double taxation treaties?
  7. What are the requirements for financial reporting? What are the costs associated with accounting and auditing?
  8. How easy is it to register a company?
  9. What licenses and permits are required to run your type of business? What are the regulatory requirements in your industry?
  10. What is the level of intellectual property rights protection in this country?


And if you can answer the first part of these questions yourself and choose the right jurisdiction for this purpose, then we are ready to help you with accounting and legal issues and adjust your choice in accordance with your existing requests.

Historically, a number of the most popular jurisdictions in the IT world have emerged, which (including our clients) choose to start their own business:

  1. Republic of Cyprus;
  2. Estonia;
  3. Delaware

Republic of Cyprus

Advantages.Disadvantages
EU membershipIn some cases, it can be perceived as an offshore jurisdiction.
There is an IP Box regime, which has the following advantages:

 

– up to 80% of profits can be excluded from the tax base, which means that under appropriate conditions the effective rate can be as low as 2.5%.
– no sales tax on intellectual property rights.

– the amortization period for intellectual property rights may be up to 20 years, which may further reduce the effective tax rate.

Obtaining the IP Box regime involves initial costs that may be compensated in the future, taking into account the tax advantages that may be obtained.

Certain types of expenses may be excluded from the IP Box regime structure, which limits the ability of companies to obtain tax advantages.

Corporate tax of 12.5%.All companies are subject to mandatory audits, regardless of turnover, asset value or number of employees, so additional costs may be incurred
No tax on dividends and capital gains, WHT
The advantage is the ability to open a bank account for the company, unlike some offshore jurisdictionsThe procedure for opening an account sometimes takes several months due to the peculiarity of Cyprus as an island state
There are almost 60 double taxation treaties with Cyprus

 

Estonia

AdvantagesDisadvantages
EU membership. The Estonian business environment is available in three languages: English, Estonian and Russian.The official language of Estonia is Estonian, not English.
Estonia is considered one of the best EU countries for ease of doing business.It is very difficult to open a local bank account without a physical presence.
The corporate tax rate is 20%, but it is only levied when profits are distributed. If profits are not distributed, no tax is paid. In addition, there is no corporate tax on reinvested profits. There is no capital gains tax.The tax rate in Estonia is competitive, but not as low as in some other jurisdictions.
VAT registration is very simple.Estonian e-Residency allows you to establish a company in Estonia, but does not provide actual physical residence or citizenship.
The e-residency program simplifies registration and ongoing administration.Obtaining an e-residency card and setting up a company can take at least 4-5 weeks, which can be considered a slow process.
There are no requirements for a local director.
Possibility to establish a company without the need for a visa, local agent or local director
Estonia has more than 60 double taxation treaties.
Estonia is known for its entrepreneurial business culture, numerous startups, and extensive support programs and incubators. According to the State of European Tech 2022 report, Estonia had the largest number of startups in Europe in 2022.

 

Delaware

Advantages.Disadvantages.
Delaware has one of the lowest corporate tax rates in the world.If a company is established in Delaware but does not operate in the state, it is not required to pay state corporate income tax.All companies in Delaware pay an annual franchise tax, even if they do not do business in the state. The amount of tax depends on the type and size of the company. For some companies, the costs associated with the franchise tax may be higher than in other states.
Foreigners can establish a company in Delaware without having to come there.You will need to appoint and pay for the services of an authorized local agent to represent the company.
Company registration takes an average of 5 to 15 days, although it can be expedited to 24 hours for an additional fee.Every company that incorporates in Delaware must have a registered agent with a physical address in the state. This means that if your business is not physically located in Delaware, you will have to hire a registered agent service, which requires additional costs.
Companies can conduct all their business online, such as filing tax returns. This means that foreign business owners can manage their Delaware companies remotely.Filing an annual tax return in Delaware takes longer than in other jurisdictions.
Delaware is known as a good place to find venture capital, and many investors require companies to be registered in Delaware.You need to open a business bank account in person, which requires a trip to the United States.
The Delaware General Corporation Law is one of the most modern and flexible corporate laws in the United States
Delaware offers a significant level of corporate privacy. For example, when you file your business’s annual report, you do not have to provide the names of directors or officers. This provides a level of anonymity not available in many other states. In addition, Delaware laws protect the personal information of shareholders.

In conclusion, the choice of a jurisdiction for a startup depends on many factors, such as tax conditions, ease of incorporation, growth opportunities, and support for innovation. Estonia, Delaware (USA) and Cyprus offer unique advantages that can meet the needs of different startups.

However, depending on the specifics of your business, other jurisdictions may also be considered. For example:

  • Countries where a foreigner can start a business without an agent, local director, or visa: Estonia, Great Britain.
  • The most attractive tax incentives for foreign entrepreneurs wishing to relocate to another country: Portugal.

Choosing the right jurisdiction will help you optimize costs, provide legal protection, and gain access to the markets you need to grow your startup. Taking into account your unique business plan and needs, we recommend that you contact our experts for a detailed analysis and selection of the best jurisdiction for your startup.

UA
+380443793128

Mon-Fri 10:00-19:00

Ukraine

Konyskoho St. 55А, Kyiv, Ukraine, 04053

EST
+3726028480

Mon-Fri 10:00-19:00

Estonia

Harju maakond, Tallinn, Kesklinna linnaosa, Tuukri tn 19-315, 10152

USA
+13478979183

Mon-Fri 10:00-19:00

United States

228 Park Ave S PMB 516920 New York, New York 10003-1502 US