Category: Financial

前幾天在 Hacker News 上看到這則：「Is Delaware the cheapest place to incorporate?」，當初只是瞄過去，但突然注意到提到 Taiwan：

I am living in Taiwan and want to create a startup. The business will be mostly open source and likely to have low to no revenue.

I see that US states like Colorado have no franchise tax. But I also saw posts here that Delaware is usually ultimately cheaper.

What is the recommendation for a company to manage an open source project? Sure it might be worth money, but likely not, so I would like to keep money tight.

thanks!

翻了使用者資料，似乎是在台灣的美國人問的問題，希望在美國成立一個公司...

然後目前最上面的留言給的答案給了很多 if-else 條件告訴你怎麼選：

I'm an attorney.

Delaware is definitely not the cheapest or even in contention for the cheapest.

Still, if you want to raise capital, the correct answer is DE C Corp. If you're not looking for external funding, any state will do. If you care about anonymity, do Nevada or Wyoming. If you don't care about anonymity, Colorado is actually a very good choice. Very simple, intuitive online filing system that accepts filings instantaneously. Filing fees as cheap as anywhere in the country. No need for an attorney (or LegalZoom or some other random service) unless you just don't feel like dealing with it.

Costs will likely be $50 to file, Registered Agent (as cheap as $30 per annum), and $10 periodic report fee annually every year you're in business. Colorado is even nice enough to send plenty of reminders on when to file that report if you give them an email address.

Since you're a US citizen, my instinct would be LLC taxed as an S corp. But confirm with your accountant!

Good luck!

下面其他的留言也差不多，另外剛好也有人問這位律師為什麼打算要募資的話，會選擇 Delaware：

It's just industry standard for capital raises. All corporate attorneys learn DE law when they go to law school and are expected to know it if they practice corporate law. A Colorado attorney doesn't know California law and a California attorney doesn't know New York law, but if they do corporate legal work, they're all expected to know how to deal with DE law.

因為學校裡教過，大家都知道要怎麼搞 XDDD

另外維基百科也有提到因為對企業友善，有很多公司是掛在 DE，甚至連 NYSE 都掛在 DE：

66% of the Fortune 500, including Walmart and Apple (two of the world's largest companies by revenue) are incorporated (and therefore have their domiciles for service of process purposes) in the state. Over half of all publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange) are incorporated in Delaware.

算是個有趣的知識...