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Ask HN: Empty Delaware C Corp, dissolve, hand-over, or?
6 points by mittermayr 9 months ago | hide | past | web | favorite | 6 comments
I had a profitable product, a company in the UK running it, and things were looking great. When Stripe's Atlas program launched, I was one of the first to incorporate in Delaware, hoping to take my product and all my future business there (making things potentially easier for handing over the product, or seeking a potential growth-investment).

Once everything was ready, the environment my product operates in started changing dramatically, and things became sour. I decided to hold off transferring everything to the US company, and keep it fresh and clean while I see if things would improve on the product side.

Two years in, they didn't.

I'm basically paying the yearly franchise tax ($450) plus registered agent, plus TaxAct 1120 filing fees ($97 for federal/state taxes) and will soon have spent a couple thousand dollars to keep the empty shell alive.

I looked into closing it down, which, again, involves fees and more fees, but will probably be my next step.

Are there any other venues some of you have taken, or can suggest? Is it worth considering to hand-over (for a modest fee) the company as a starting point for someone else?

Part of me thinks it may be useful to keep the US company around, but the "useful" part hasn't really come up in the past two years. I know there's potential to use it as a legal and proper way of entering the US with a work permit, but I'm not sure if that's really worth considering.

Still in the UK at the moment.

Just to add a side note to my original post: I could move all of my remaining UK business to the US company, just to make use of it, and continue billing through it, but that would make things tremendously more complicated for tax-reasons, I think. The original plan was to stop everything UK, and then move everything (possibly including myself) back to the US.

Are you a US national or permanent resident? Do you plan on having us customers or investors?

I have lots of US customers across products, but not exclusively. They're currently all charged via Stripe on behalf of my UK company.

Not a US national, still in the UK. Lived/worked in the US for several years in the past though.

US investors — that was the plan, but the product fell flat, and the other things I currently run aren't investor-worthy at this scale I think. If a new product comes up and takes off, sure, that'd be an option. But nothing's come up in the past two years, so I am not entirely sure it'll make sense to wait for this.

Other than potential us investors, why create a us company? For future endeavors, You can always incorporate at the time of raising money

The issue with that is that he would need to transfer the IP from the UK entity to the US entity, right? And, at that point, that would be a taxable transaction for sure.

Re: Closing - I can't speak for Delaware but I had an LLC in IL and just let it expire. I didn't pay the fees and it just had an administrative closure. I talked to a Sec. of State clerk and they suggested I just leave it alone. I was cash-strapped at the time.

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