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:
The company’s potential:
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).
Criterion | Spain | Italy |
Annual turnover | Annual turnover less than 10 million euros. | Annual turnover is less than 5 million euros. |
Startup age | less 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 activity | Innovative and technological focus. | production, development and commercialization of innovative goods or services with high technological value. |
Physical office requirement | Physical 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:
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:
Republic of Cyprus
Advantages. | Disadvantages |
EU membership | In 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%. – 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 jurisdictions | The 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
Advantages | Disadvantages |
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:
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.