Where would you locate the IP in the following case?

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GodsGiftToThisGroup

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Nov 15, 2017
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I am a US and Algerian citizen living in the United States. I am considering forming, with an Algerian citizen living in Algeria (let's call him Yacine), the following two companies:

1) Goofer Software (not the real name) that will own a web applications that will be developed by Yacine (currently a sophomore student), and an existing website that I own that is expected to generate $5,000 to $10,000 a year in gross income for a couple of years before we put it out of its misery. The ownership will be 50-50. 50% me, 50% Yacine. I am hoping to found Goofer Software in Spring 2026, before the development of the web applications starts, so that Yacine will sign an assignment of IP before he starts development of the web applications.

2) Goofer SAAS (not the real name), to be formed in 2030, to offer a SAAS service based on one of the Goofer Software web applications. Ownership 50-50.

The customers for Goofer SAAS will be in the United States. I expect the gross revenues from Goofer SAAS to be between $10,000 a year and $100,000 a year. That's because it will be serving a very tiny niche market that is already well served by several desktop applications (but, to my knowlege, no SAAS).

My main concern is losing customer data and being sued. I don't mind losing Goofer SAAS to a lawsuit (wink wink - it won't own any IP - Most likely, it will just own a used server and a relatively modest amount of money in the bank). But I don't want American lawyers piercing the coporate veil and going after my own assets. So, my current thinking is forming Goofer SAAS in Algeria, and running the web app from Algeria. Algeria doesn't tax exporting companies. If it wasn't for the fear of a potential lawsuit eventually coming after my assets, I would have located the server that would run the web app in the Ile of Man. Tax free too, but without the strings attached to the tax exemption for exporting companies in Algeria. But I assume american customers are less likely to hire lawyers in Algeria to sue the company then to come after me personally than they would be in the Ile Of Man.

My question to you is this: where do you think I should form Goofer Software, the company holding the IP? One solution would be Algeria, to avoid any transfer pricing issues. But, I might be interested in living in Argentina, drawing a $3,000 a month combined salary from Goofer Software + Goofer SAAS, and it would be very difficult (if not impossible) to get money from Goofer Software from Algeria to Argentina.

Given the modest amounts of money involved, low costs are of paramount importance. The main reason for two companies instead of just one is not to lose the web applications if and when Goofer SAAS screws up and loses customer data. Of course, I will do my best to make sure that doesn't happen. But I have no experience in SAAS, and Yacine has no experience in anything.

Corporate taxes are not much of an issue. That's because the vast majority of the amount of money that will come in Goofer Software will be paid out in expenses and salary. But wasting time in bookkeeping and accounting is a huge deal. So, I don't see much benefit from selecting a 1% corporate income tax rate vs. a 50% corporate income tax rate. But I see a huge benefit from selecting a 0% jurisdiction vs. a 1% jurdisdiction, if me living in Argentina doesn't negate that benefit. I am hoping to limit my management of Goofer Software to just below what would trigger corporate tax residency in Argentina.

Given the modest amount of money involved, I don't want to move into an expensive juridiction, such as the Cayman Islands or the United Arab Emirates, in order to save a relatively modest amount in taxes.

I don't want to form Goofer Software in the United States, as that would subject both the company and me to payroll taxes even if I am living outside the United States.

Your turn now: tell me the one to three jursidictions you would consider. And the one you would definitely avoid.
 
Nice having you here onboard.

To be honest making $10k to $100k per year while having that many fears is almost worse then stealing cars. I think there are people that stole cars that sleep better than you would.

Jokes aside... why do you think you would lose customer data? Is it programmed that bad?

Note that even 0% jurisdictions may ask for proper book keeping. Isle of Man requires proper book keeping and so does Guernsey, Jersey, BVI, Cayman Islands, etc. There are not many jurisdictions that do not have any such requirements.

And why always talk about this piercing of the veil? Do they talk a bit too much in law school about it? If you act properly, the risk is rather low. And Honestly, if you program the website yourself that is buggy, not much helps as they could as well go after you directly for doing a lousy job.

For the choice of the jurisdiction where are you two planning to live while running the venture?

Last edited: Dec 30, 2024
 
JustAnotherNomad said:
You can insure against things like that. But not if you're negligent.
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Yes but in his case, the insurance is useless:
GodsGiftToThisGroup said:
My main concern is losing customer data and being sued. I don't mind losing Goofer SAAS to a lawsuit (wink wink - it won't own any IP - Most likely, it will just own a used server and a relatively modest amount of money in the bank).
Click to expand...

His concern is only for the cases of gross negligence:
GodsGiftToThisGroup said:
But I don't want American lawyers piercing the coporate veil and going after my own assets.
Click to expand...
 
Yeah, better not start this business for $10-$100k in revenue (!) if you expect to lose all your customer data...
 
daniels27 said:
why do you think you would lose customer data? Is it programmed that bad?
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I don't know why I would. I don't know what I don't know. I don't know what backup procedures big companies use to make sure the chances of losing customer data is almost zero. I have zero experience in SAAS.

It's not programmed yet. I am actually planning on two web apps. An initial most likely throw away app in summer 2026, just to train Yacine (a college sophomore). Then the real web app from summer 2027 through spring 2028, as Yacine's internship, if his school approves Goofer Software to host his internship.

Accidents happen. I once hired a freshman engineering student from Algeria as an assistant. I asked him to automate the backups of one of my web sites through a cron job. He ended up deleting the whole website instead of backing it up. I never quiet understood what happened. When I asked him, he told me he used "backup" instead of "Backup" (or maybe the other way around) in the cron job.

Accidents do happen. Thankfully, in the above case, I had already backed up the website myself somewhere else.

I have no idea how likely it is for two inexperienced SAASers to lose customers data. But I want to do what I can to minimize two things: first, the probability of that happening. But that's not the topic of this thread. Second, the financial impact on me if it does happen.
 
GodsGiftToThisGroup said:
I don't know why I would. I don't know what I don't know. I don't know what backup procedures big companies use to make sure the chances of losing customer data is almost zero. I have zero experience in SAAS.
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Are we talking of losing as in it is gone or as in everybody has it now?

I think you should just rent a proper server with offsite backup. It costs close to nothing more. How much data are you about to store anyway?
 
daniels27 said:
Note that even 0% jurisdictions may ask for proper book keeping. Isle of Man requires proper book keeping and so does Guernsey, Jersey, BVI, Cayman Islands, etc. There are not many jurisdictions that do not have any such requirements.
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Which jurisdictions still don't require bookkeeping? Which one of those would you recommend for a low revenue operation.

If worse comes to worst, I can always form a group of 40 people dislike bookkeeping as much as I do, emigrate to the Pitcairn Island, take over the government, and copy/paste an IBC legislation from the old legislations of one of the tax free juridictions that used not to require bookkeeping.
 
GodsGiftToThisGroup said:
Which jurisdictions still don't require bookkeeping? Which one of those would you recommend for a low revenue operation.
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We recently had a discussion here:
[COLOR=#ea80fc] D [/COLOR]

Post in thread 'No banking needed: Easiest and cheapest offshore company'

Dec 28, 2024
How about the Canadian or British LP/LLP?

Otherwise, BVI, Seychelles, St. Vincent and the Grenadines are among the cheapest ones.

The substance requirements only apply for certain business cases, not sure if you are among those. The relevant activities are: banking business, distribution and service centre business, financing and leasing business, fund management business, headquartering business, pure equity holding body, insurance business, intellectual property business, shipping business.

And what do you actually need it for? Just for the address and name? Then why not use a Swiss...

Main problem will be banking. Maybe, you can try running it with an association. But how will people pay?

GodsGiftToThisGroup said:
If worse comes to worst, I can always form a group of 40 people dislike bookkeeping as much as I do, emigrate to the Pitcairn Island, take over the government, and copy/paste an IBC legislation from the old legislations of one of the tax free juridictions that used not to require bookkeeping.
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They are currently not accepting applications.
https://www.immigration.pn/
 
Yes, but not much content for you there. It was mainly about Marshall Islands, Syechelles.

But in order to find a solution for you. How are people going to pay?
 
daniels27 said:
How are people going to pay?
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Here is what I have in mind for the flow of money.

1) Starting in 2030 or so, prospective customers would go to Goofer.com (not the real name), click on subscribe and enter their credit card number.

2) I will need to find a payment processor who will deposit that money into an Algerian bank account in the name of Goofer SAAS. As of today, that service is, I believe, unavailable. But I am hoping that service will become available by 2030.

3) Goofer SAAS will pay a third of its gross revenue to Goofer Software. That can be done monthly, quarterly or yearly. Since it can be done yearly, a check or bank wire transfer is fine. The payment will be in US dollars.

4) Goofer SAAS will pay Youcef and me a salary in Algerian dinars.

5) Goofer Software will pay Youcef and me a salary in US dollars.

Note that my questions in the present thread relate only to the IP company, Goofer Software.

Goofer Software will have only one customer: Goofer SAAS.
 
GodsGiftToThisGroup said:
Which jurisdictions still don't require bookkeeping? Which one of those would you recommend for a low revenue operation.

If worse comes to worst, I can always form a group of 40 people dislike bookkeeping as much as I do, emigrate to the Pitcairn Island, take over the government, and copy/paste an IBC legislation from the old legislations of one of the tax free juridictions that used not to require bookkeeping.
Click to expand...
You can make a easy setup as already indicated here by several folks. If you want a ready to go plan you should take it inside mentor group gold and I will list you a way it can be done for almost nothing and work well. After a 2 - 3 years period and you know how much money you will make in real, you can make a restructuring to something more professional.

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Winners never quit and quitters never win....
 
GodsGiftToThisGroup said:
Here is what I have in mind for the flow of money.

1) Starting in 2030 or so, prospective customers would go to Goofer.com (not the real name), click on subscribe and enter their credit card number.

2) I will need to find a payment processor who will deposit that money into an Algerian bank account in the name of Goofer SAAS. As of today, that service is, I believe, unavailable. But I am hoping that service will become available by 2030.

3) Goofer SAAS will pay a third of its gross revenue to Goofer Software. That can be done monthly, quarterly or yearly. Since it can be done yearly, a check or bank wire transfer is fine. The payment will be in US dollars.

4) Goofer SAAS will pay Youcef and me a salary in Algerian dinars.

5) Goofer Software will pay Youcef and me a salary in US dollars.

Note that my questions in the present thread relate only to the IP company, Goofer Software.

Goofer Software will have only one customer: Goofer SAAS.
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That's quiet a mouthful. Here is a summary.

A) In spring 2026, I want Yacine, who by then will be a junior student in Algeria, to sign a Confidentiality and Assignment of Intellectual Property Agreement. But I don't want him to assign any IP to me as part of that agreement. I want him to assign it to an entity ("Goofer Software") that he and I own, with 50% ownership each. That's the only motivation for forming an entity that early.

B) That entity ("Goofer Software") will have no customers and no revenue before 2030. It will have some minor expenses, such as paying Yacine and me a one dollar a year salary, maybe renting a server, etc.

C) If everything goes to plan, starting in 2030, Goofer Software will have a single customer. It will be willing to take as few as one payment per year. Any form is acceptable, even though I would rather avoid a brown bag with cash in it.
 
daniels27 said:
They are currently not accepting applications.
https://www.immigration.pn/
Click to expand...

Yes. They have halted immigration to the island four to five months ago. But it's not because their Steve Bannon became the governor of the Pitcairns Islands. They had a crappy immigration system that only three people or so pursued fully in the last decade or two, and they are revising it. They halted immigration pending a new revision.

Actually, we don't even need 40 people to take over the island. We only need 30. Some of the residents, such as their doctor, are temporary residents and have no right to vote. According to https://en.wikipedia.org/wiki/Pitcairn_Islands , only 35 people are permanent residents. The adults among those are the only ones allowed to vote. And, by the time we emigrate there, a few of them will have died. A few more will have left the Island. So, we only need 30 people.

The difficult part is not copy/pasting some old IBC legislation though. The difficult part would be to get any useful bank to accept IBCs from the Pitcairn Islands. Or to found a useful bank locally with correspondant banks abroad.
 
GodsGiftToThisGroup said:
I have no idea how likely it is for two inexperienced SAASers to lose customers data. But I want to do what I can to minimize two things: first, the probability of that happening. But that's not the topic of this thread. Second, the financial impact on me if it does happen.
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Losing customer data sucks for your business, but leaking it sucks even more for everyone involved. Depending on where your customers are located, you're in for a world of hurt no matter where you incorporate.

Talking about payments and incorporation is also not a priority when:
  1. You've got no product. Without something to show, incorporation is just putting the cart before the horse.
  2. Your timeline is 5 years out. Regulations, taxes, and info-sharing agreements will probably shift a lot in that time, making it a pointless conversation right now.
  3. You have no clue about handling your SaaS processes. Incorporating won't magically fix your data handling or operations, it will just suck more energy away from solving the real problems.
I'm just pointing this out because focusing on the right priorities now will save you a ton of headaches later. Fortunately there are a lot of offerings online (e.g. managed databases/PaaS with automated backups) that make it easier to focus on the core product and features instead of the logistics. Everybody wants a SaaS nowadays and there is a lot of resources available: https://github.com/smirnov-am/awesome-saas-boilerplates.
 
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