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We got our first Delaware tax bill: $74,018.74
We are Imaginary Number, a small educational games startup with 3 founders, zero employees, and a handful of paying customers. I finally opened the letter from CSC, the Delaware agent responsible for collecting taxes. Here's what they sent:
https://mathbreakers.com/static/img/csc_delaware_tax.jpg
After 10 minutes of mounting panic, I came across some information which relieved me. Apparently Delaware likes to use the maximum method for calculating taxes for startups, when we actually only owe a tiny fraction of the amount they claim we owe (and they offer a hefty interest of $525.56 on this supposed balance as well!)
Here's the article, if you're a C-Corp in Delaware and at the seed stage, you'll need to see this.
http://capgenius.com/2011/03/02/de-franchise-tax/
Any other startups here gotten a nice "tax surprise"? Would love to hear about it!
- mattzito 12y agoWe got hit with a sales tax audit in NYC here, which apparently is pretty common. Turned into a multi-week process of providing documentation, justifying why some of our deals were non-taxed, justifying some of the work we did, and a little lawyer time. I think in the end we owed ~$3k. What a waste of everyone's time.
- cup-of-tea-at-2 12y agoSemi-related, for anyone in the UK join the Federation of Small Businesses as they can help you out a load with this kind of thing especially with audits. If HMRC tell you you are being audited, just say "thanks very much, my FSB contact will be getting in touch with you" and then let the FSB know. From that point on the FSB handles everything - normally resulting in the audit disappearing as HMRC know they are unlikely to get anything out of you and so would be a waste of tax payers money/time.
- wernercd 12y agoIf they say "You owe us 3k", you argue about the 3k. If they say "You owe use 130k", you argue about the 130k and end up ecstatic to pay 3k. Either way, you argue and pay 3k. In option 1, you complain about the 3k. In option 2, you praise the 3k. Just my opinion. Then there is the options that you find fewer loop holes and pay 5k. Or are totally lazy and pay 130k. Or any shade in between. Sounds like a good racket for them.
- vonmoltke 12y agoThe better racket for them is charging your business just to exist.
- cmdkeen 12y agoIn return for providing the legal protections to both enforce contracts and protect your personally from the liability of a failed business. As a small business the value of protection you receive from the state is incalculably larger than the price you pay.
- vonmoltke 12y agoI can get those protections from Texas for free until I exceed $1m in revenues. Not all states charge your business just to exist.
- _delirium 12y agoTexas instead charges your property just for existing (3rd-highest property tax in the nation). Different states choose different revenue mixes; Texas has largely chosen property taxes, sales taxes, and oil/gas severance taxes, plus in recent years the "margin tax" on larger companies.
- Dylan16807 12y agoReal property is special. You only truly own it if you're a country. Otherwise you have an encumbered title to the land and taxation is just part of the deal. Movable property taxes, on the other hand, are BS.
- _delirium 12y agoWell yes, but I'd argue owning a corporation is pretty similar. The right to organize in a form that lets you incur debts you're shielded from paying back isn't some kind of natural state, but a creation of law in order to encourage certain kinds of commercial activity. Things like corporate taxes are imo a perfect legitimate part of the deal, if a government chooses to impose them. I do think sole proprietorships should not require registration as businesses or payment of a separate tax (besides any personal taxes), though.
- miiiiiike 12y agoIt's a good idea to run your numbers through the Franchise Tax Calculator: http://corp.delaware.gov/taxcalc.shtml http://corp.delaware.gov/taxcalc.shtml Mine was $180k on the statement, ~$1.7k in reality. Still, even though I knew exactly how much I owed, when I saw $180k on the statement my first call was to my lawyer, for a hug.
- ph0rque 12y agoHow much did your lawyer's hug cost you?
- enigmo 12y agoi made a similar call a few years ago (thanks DE) and it was free ;-)
- ccvannorman 12y agoHugs to our lawyers at Perkins Coie are always "free" (they said a bunch of numbers, muttered something about future payments, and it ended with free .. that means free right?) Anyway, I got the impression that by the time lawyer bills come due, we either have enough cash for it not to be an issue, or we've failed as a company and are going under anyway...
- phantom784 12y agoI couldn't help but notice Delaware's "Division of Corporations" is using a PO Box in Binghamton, NY. Any idea why?
- eth 12y agoThe address is a "lockbox" location for JP Morgan Chase. Essentially, a warehouse where a bunch of temp workers open/sort/enter quarterly business tax remittances for the state of New York, and apparently Delaware. Fun fact: I lived and Binghamton and worked at said lockbox. More info: http://blog.delawareinc.com/delaware-division-of-corporations-has-a-new-bank-address/ http://blog.delawareinc.com/delaware-division-of-corporation... "Due to the high volume of annual reports and payments that the State of Delaware receives throughout the year, they use a third party facility to accept all of these types of payments."
- mrfusion 12y agoHow much taxes do LLC's pay in Delaware? Would I still have to pay my home state's property taxes?
- tigerente 12y ago$250 pa to Delaware, $300 as of July 1, 2014.
- chao- 12y agoQuite the opposite. In Texas, until a certain point in revenue, they really don't want to waste any time and resources on you. They ask "Did you make at least $1,000,000 last year? No? Well, please move along peasant, we have real businesses to deal with who might actually be worth auditing." Makes sense, somewhat. Even in the case of minor fraud, they would likely spend more in manpower than they could possibly reclaim from such a low-earning outfit. You still have to file, of course, but it's properly simple if you didn't earn a significant amount. EDIT: corrected from $200,000 to one million.
- vonmoltke 12y agoActually, its below $1m. Technically below $1.1m, since they don't bother if you owe less than $1000, but below $1m in revenue you owe nothing.
- deleted 12y ago[deleted]
- chao- 12y agoThanks for the correction. That's even better as we're set to break 200K this year :)
- jtbigwoo 12y ago>> Even in the case of minor fraud, they would likely spend more in manpower than they could possibly reclaim from such a low-earning outfit. I think they're counting on the fact that you'll straighten things out and continue paying faithfully for many years after this. Plus, there's a deterrent effect on others who hear the same story. It's not necessarily worth paying for a security guard to catch the one guy who tries to steal a case of beer. The store pays for the guard to deter theft rather than catch thieves.
- Alupis 12y agoIn CA, if your gross under a certain revenue, you owe a base amount in taxes ($800 in taxes + your biz license and other fees). If you are over a certain revenue, then you owe a percentage (which comes out to equal or greater than the $800 + biz license and fees). [1] This sucks a lot for small side businesses/projects, most of which may not even make $800 in the first year. It's a very anti-small business law/tax, which is why a lot of internet based companies incorporate out of state like Nevada where their tax liability is significantly lower or none at all. [1] https://www.ftb.ca.gov/businesses/bus_structures/LLCompany.shtml https://www.ftb.ca.gov/businesses/bus_structures/LLCompany.s...
- serkanh 12y agoI once got a bill from Florida department of revenue that was close to 40000 for a company i started which had been registered for a while but had no real revenue. Turns out FDR applies the exact same methodology to calculate the dues by simply averaging or guessing revenues based on the industry you are in.
- deleted 12y ago[deleted]
- awad 12y agoAt previous company incorporated in New York (oh, to be young and naive) with just 3 technical co-founders we were slapped with a ~30kish fine for not having worker's compensation. When trying to explain the situation to the state, that the only 3 employees were the owners who typed in front of a computer all day but were still interested in resolving the issue, we were no less threatened by the official on the other end that we had no leverage and they were going to go after our personal assets. Quite a terrifying time for a 21 year old to be honest.
- dmix 12y agoA good reason to avoid having formal employees for such a small company. Wait until you can afford a good accountant or advisor.
- rmah 12y agoThat'll probably just get you slapped with even more fines. If you work for/on your company, you're an employee. The mere fact that you own 50% or even 100% of it is irrelevant.
- alasdair_ 12y agoIs this true even if you don't take any payment initially? If so, how do all those bootstrapped startups manage to avoid minimum wage laws?
- gyardley 12y agoOh man - I've been there. We moved from New Jersey to New York and the organization we hired for payroll and insurance botched the worker's compensation for half a day - it started on the first of the month and we moved into our office on the afternoon of the 31st, the day before. Bam, $11,000 fine. That took months to sort out, the officials I spoke to treated me like some sort of Snidely Whiplash cartoon villain, and we still ended up having to pay the folks up in Albany $1,000. Such a hassle over nothing.
- 12y ago
- korzun 12y ago> Any other startups here gotten a nice "tax surprise"? Would love to hear about it! You registered in Delaware without figuring out how much actual taxes you will have to pay. If you did, you would know right away that that invoice was bogus. Not sure why this is on the front page.
- jpmattia 12y ago> Not sure why this is on the front page. Everyone is a noob sometime, and the first Delaware Tax Bill is a pretty common cause of heart attacks for new founders. Since I wish I'd seen an article like this when I started out, I don't really begrudge OP or the upvoters for putting this reminder on the front page.
- korzun 12y agoYou should probably not form an entity if you are not reading tax ramifications. Also, 2 second google search will answer all the questions one might have about this invoice. You can also use the calculator they clearly advise you to use within the invoice. Not a front page material.
- jasonlotito 12y ago> Not a front page material. Hello! You are new here. Please be sure to read this: https://news.ycombinator.com/newsguidelines.html https://news.ycombinator.com/newsguidelines.html "Please don't submit comments complaining that a submission is inappropriate for the site. If you think something is spam or offtopic, flag it by going to its page and clicking on the "flag" link. (Not all users will see this; there is a karma threshold.) If you flag something, please don't also comment that you did." If it's appropriate for the site, it's appropriate for the front page. Simple as that.
- jchrome 12y agoHmmm. So you don't think that this is front-page worthy. That's interesting. Here's something to take note of - your opinion doesn't matter. The magic of a democracy is that a group* of opinions do matter. Also, 2 second google search will answer all the questions one might have about his/her opinion not mattering on Hacker News. http://lmgtfy.com/?q=hacker+news+ranking+algorithm http://lmgtfy.com/?q=hacker+news+ranking+algorithm
- btown 12y agoAre you me? Had almost exactly the same experience, though we're still in the prototyping stage and don't have paying customers yet. When I filled out the DE franchise tax form online, it recalculated to the much smaller amount based on the $350 minimum. It's worth noting that you should call your agent to see whether their required forms are just them offering to fill out a form you could file yourself with state governments, often at an added fee just to fill out a few lines for you. In my experience, they'll give a straight answer if you ask. Also, for any companies doing business in New Jersey, there's a $500 minimum income tax even if you make no revenue - and even if you put the business on hold but still keep some assets on the corporation's books at any time that year - so be aware of that. It's somewhat ironic that for companies operating at a loss, states often refuse to waive any minimum tax - would they not wish the companies to be able to put that money towards their success, and to have a higher probability of generating both jobs and much higher income taxes in their states in future years? Though I suppose New Jersey is not the state best known for forward-thinking political practices...
- justin66 12y agoWhat did you actually owe?
- moron4hire 12y agoTo anyone going out on their own, be it with a company or as a freelancer: if you don't have an accountant to help you figure out what your taxes will be, you're A) nuts, and B) losing money. Scratch that, that goes out to everyone. Get an accountant. Stop guessing at your taxes. You'll save more than you spend. That's their business.
- wpietri 12y agoYes. One of the smartest things I did early on was to get a good accountant and a good lawyer and maintain the relationships. I've had the same accountant for 17 years, and the same lawyer for nearly as long. When I have some question, I call 'em up and get a useful answer, often in minutes. If you're in business and think accountants and lawyers are too expensive, you aren't yet aware of the cost of not using them when needed.
- jtbigwoo 12y agoFor me it wasn't even that expensive. I was a one-man operation who did some of my own bookkeeping to keep costs down, but I never spent more than $2000/year on both my accountant and my lawyer.
- natch 12y agoHow do you get an accountant? I've asked friends, and they don't have them, don't know good local ones, or when I did find someone who had one and was happy with theirs, I called the accountant and he doesn't return calls.
- runako 12y agoOther business owners in your market & locality are a great source of referrals. And there's nothing wrong with searching the Internet, if you're willing to check references of the firms you consider.
- jtbigwoo 12y agoWhen I was looking, I printed out a list of 5 independent accountants nearest me and set up a half-hour to talk to them. Some have "packages" where they charge a set amount for certain services like helping with quarterly tax filings. In my area, the prices were pretty similar whether they offered pre-set pricing or not. I ended up mostly listening for whether their risk tolerance was the same as mine. Several of them were quite eager to explain the ways that they would stretch the rules to save me money.
- emcrazyone 12y agoI would have guess it to be a scam. Why does the State of Delaware use a Birmingham, NY address?
- cody3222 12y agoThis happened to me!
- frankus 12y agoI once got a bill from the California Franchise Tax Board. I had been working remotely for a California company and barely even set foot in the state, but they decided I owed them state income tax. Ended up being easier to pay up than dispute it (~$250).
- alasdair_ 12y agoI really wish that there was a good document that outlined all the paperwork required to run a "standard" Delaware-based C-corp for an online business located in Silicon Valley. Things like workmans comp, sales tax, board meetings and minutes requirements, insurance requirements and the like. No need for lots of explanations, just a list of all the major things you need to do to run a C-Corp legally. Does anyone know of such a list?
- MrMike 12y agoclerky.com is close
- ccvannorman 12y ago[OP] The e-mail reply from our lawyer: "In theory, the default way of calculating eventually is lower than the alternative method when a company becomes large. Every February we have frantic calls from our clients when they receive their tax bills." LOL.. just founder things
- 27182818284 12y agoSame thing happened to us. We hired a proper CPA and it was fixed.