Introduction

The Start up ecosystem in India has seen tremendous growth since 2010. With over 3000 start ups and 800 more every year, India is the 4th largest country after US and China. This reflects the growing entrepreneurial spirit and risk taking disposition emerging in the country, with most of the founders profiling in the average age group of 32 yrs of age. This is further encouraged by the new Start up policy that has been initiated by our Honourable Prime Minister Mr. Narendra Modi.

While the entrepreneurs/founders have ideas that can be potential game changers, they need to be guided on the policies, procedures, regulations, taxation and other directives that can complement their vision. A start up thus has to deal with a number of issues to grow into a successful organization. In this article, we will look into one of the initial aspects that contribute significantly to the success of the Start up that is “Structuring”.

Structuring a Start up

Structuring in effect means designing/organising the Start up primarily from the point of view of:

• Choice of legal entity

• Choice of Jurisdiction

Choice of Legal Entity

Most of the founders/entrepreneurs come from technical backgrounds and need to be guided on the appropriate legal entity and various formalities as it gives the basic identity to the Start up and ensures it does not get into any future legal hurdles.

The Start up can choose from any of the entities below:

1. Proprietorship: This works when the idea is new and you want to test at the proof of concept (POC) stage without inviting any investor and to avoid cumbersome legal compliances and expenses.

1. Partnership: This applies when you have two/more partners involved with an idea. For instance when 2 or more enthusiastic IITians come together with an idea and want to do POC of the same. This form again involves bare minimum legal compliances & expenses.

Both of the above involve a personal liability in case of any losses/failures associated with the start up

1. Limited Liability Partnership (LLP): This is a very popular entity at the POC stage where the promoters can restrict their personal liability with few legal compliances.

1. Company – Private Limited Company/Public Company: This is suitable for a more matured start up where the idea has been externally validated and is thereby moving on to the next level of growth. At this stage, an investor is typically sought for venture financing options.

Choice of Jurisdiction

A Start up can opt for inward structuring, whereby the promoter establishes the entity and does business within India. This option is best suited for local business, income & expenses. However, if your idea has a global appeal and has expenses to be payable outside India, then it may make sense to go for an outward structure, i.e. setting up the entity outside India.

Further if you are establishing a parent entity within the country or outside, you need to consider various implications. A Start up has to take into account the appropriate jurisdiction of the holding company as it needs to look into tax implications, adequate protection for its intellectual property, venture financing requirements, future potential of business to go global in which case the holding company may have to be shifted to an offshore location in future, and more. The decision has to be analysed from a long term perspective and accordingly structured at the initial stages. The Start up could also opt for an outward structure and choose a location/country with the preferred advantages. Singapore, for instance, has a number of government schemes and grants in various sectors and has also consistently topped the world rankings in ease of business.

In effect, structuring the right kind of Start up helps to mitigate future risks and avoid any complications that may arise while the Start up is nearing maturity.

In the forthcoming issues, we will cover other aspects affecting Start ups in detail.

This article is authored by A. Loganathan, representing India Business Solutions (IBS) which is a boutique advisory firm helping a lot of Start ups in India and Singapore in fulfilling their aspirations.  Loganathan is heading the Singapore operations of IBS and can be reached on loganathan.a@consultibs.sg. Website: www.consultibs.sg

Technology has bridged nations, with processes becoming transparent and competitive the world over. Countries, in a bid to attract investments, are trying to push up the ranking scale in ease of doing business. In this global backdrop, Start-ups have new opportunities to move beyond their own home country to set up place of establishments or plan their operational expansions.

It is necessary that the start-ups, before planning to expand their business beyond homeland, have acquired all the necessary characteristics and fundamentals of the company. The requirements should be checked with close and keen attention, because the fulfilment of these requirements decides the future of the business in the market. In order to satisfy the business wants, start-ups should be in contact with an expert who can guide it through the best solutions to meet the demands. Considering such cases, IBS Singapore makes the best choice for business start-ups to opt for. IBS Singapore guarantees diverse services ranging from Business structuring and incorporation services, to registration services in Singapore. IBS Consultants Corporate Legal Singapore also extends solutions in regards to financial reporting services in Singapore and financial accounting services in Singapore. This makes IBS Singapore, the ultimate guide for the start-ups to choose while planning to expand business overseas.

In this edition, we will discuss how Start-ups can review and choose their place of business or international expansion, based on the economic and political environment in different areas/countries that align with their own strategy.

Key Factors

There are myriad factors to be taken into account before zeroing on the place of incorporation or expansion. Further, the decision should also provide for allowances to the changing laws and treaties. For instance, the new Mauritius – India DTAA has put new things into perspective while structuring the company. And there are other factors like the political stability and cultural preferences that come into play. Some key decisive factors include:

-Taxation

-Company Structure

-Available funding opportunities

-Costs of setting up and maintaining the company

-Resources – including Labour

-DTAA/other country specific treaties and pacts

-Access to markets

-Laws/Regulation

-Political stability

-Quality of life

Popular Start up hubs/Jurisdictions

1.Dubai, UAE has emerged as a leading commercial hub with state of art Infrastructure. Dubai is strategically located midway between the east and west, providing excellent base for commercial operations. The place offers a promising market for overseas companies in a wide range of sectors. One of the key factors that make Dubai attractive is the absence of corporate income tax. There are no barriers for movement of foreign exchange. The energy costs are competitive and there is plenty availability of skilled force. However, the lack of democratic set up, judiciary and law enforcement is a major drawback that keeps investors away.

2.Singapore has been touted as the no. 1 place in the world in ease of doing business.  With its fascinating lifestyle and comfortable diverse culture, Singapore has a lot to offer to the international business community. Singapore is rated #1 as the most politically stable country in Asia. Its strategic location too, makes it the perfect hub to gain access to the South East Asian markets. Without a setup in Singapore, it would be impossible to break into markets such as Indonesia, Vietnam, Malaysia, and the Philippines, as language barriers are crossed. A key factor that makes Singapore a very popular start up hub is the absence of dividend tax and capital gains tax. Corporate tax rates are about 8.5% up to $300K profits and a flat 17% above that. Personal tax rates start out at 0% and max out at 20% above $320 K. Singapore maintains one of the lowest GST rates (currently 7%). Further the Singapore Government has announced a slew of grants & schemes to help businesses set up and expand with Singapore as the headquarter base. Even resolving a commercial dispute in Singapore takes around 150 days, the shortest time in the world. Post the new amendment in Mauritius-India DTAA, entrepreneurs are looking at Singapore. However, the impact is yet not certain as similar DTAA amendments are expected between Singapore & India as well. In any case, country has a robust economic landscape and offers many opportunities to raise funds. Many promising Start ups in India have registered or moved to Singapore.

3.Mauritius boasts of one of the best economies in Africa. Mauritius has low tax rates, which make it a formidable base to start a venture. The country acts as a vibrant business bridge between Africa, Asia and Australia. Mauritius has been an attractive investment destination, primarily due to waiver of capital gains tax on investments as per a provision in the double taxation avoidance treaty between India & Mauritius. Thereby many investments into India came through Mauritius route. The new treaty amendment however, has changed this. The capital gains exemption has been withdrawn in a phased manner. And this is expected to have a significant impact on the inflows through Mauritius.

4.British Virgin Islands (BVI) and Cyprus are popular investment destinations that serve as tax havens in world. BVI benefits include freedom from capital gains and corporate taxes, as well as inheritance and sales taxes, and incorporation can be complete in as little as two days. Furthermore, BVI offers maximum asset security with the ability to transfer domicile. Directors can protect an International Business Company’s (IBC) assets by transferring them to another company, merge or consolidate them with a foreign company or corporation in another jurisdiction. BVI companies have business dealings in the famous tax haven Cyprus, as well. BVI companies with Cyprus bank accounts enjoy secrecy, privacy and assets protection. Whilst anonymity can be a benefit of offshore companies, when it becomes in the owner’s interests to declare themselves as the beneficial shareholder, this might be a difficult and time consuming exercise. Also, BVI suffers from poor international reputation due to a number of high profile cases of controversial tax evasions

5.Delaware, in the United States, has been a particularly start up friendly state. Incorporating in Delaware is a popular choice for early stage, accelerated growth tech start-ups. It helps to get a US presence and access to US resources, including US venture capital. However there are downsides that include extra filing fees, the annual Delaware Franchise Tax, registered agent fees, and the additional costs of retaining a Delaware corporate lawyer in the event of a complex legal issue.

The above locations give a glimpse but would need to be researched thoroughly, from a futuristic perspective. Entrepreneurs may believe that their start up should be located in India as the market is in India. However, fast-forward a couple of years, and they might be thinking of expanding. That is when the roadblocks crop up. You have a better chance of success if you structure the front-end of your start-up in such a manner, that though it is set up in India, its registration will be in places that are more start-up friendly.