bring back payroll

[chadwhitacre]

This is the structural complement of (the technical) gratipay/gratipay.com#3433.

[chadwhitacre]

Alright, how are we gonna do this?

1. Decide if we're moving to Estonia (incorporate in Estonia #438) and what that looks like. Do we want to still keep a U.S. bank account to facilitate USD charges and payouts? If so, we keep Gratipay, LLC. If not we could ditch it, but that seems ill-advised. It can't be bad to have a U.S. entity to use as needed, right?
   1. If we're keeping Gratipay, LLC, what's the relationship between that and Gratipay ÖU? Subsidiarity? Which direction? Or separate entities with a licensing agreement? Who do the employees and contractors have a relationship with? What's the operating agreement/bylaws of each? How is money taxed when we move it between the entities? Even for escrow shuffling?
2. Adopt an operating agreement (LLC) and/or bylaws (ÖU) (see 1.i. and adopt a cooperative operating agreement #72).
3. Build a vault (build a vault gratipay.com#3504).
4. Bring back payroll, the product feature (bring back take-what-you-want gratipay.com#3433). Needs national identity sharing with Team managers, and withholdings per-member.
5. Create a Gratipay Team on Gratipay and add members to it. Decide how to set withholding amounts based on figure out ~user's relationship to Gratipay #242: to start with, we'll probably make the CEO an employee, and everyone else contractors.
6. Go through the SS-8 process (figure out ~user's relationship to Gratipay #242 (comment)) if our contractors are contractors of the LLC, or the Estonian equivalent if they're contractors of an ÖU.
7. Adjust course once the result of the SS-8-ish comes back.

[chadwhitacre]

I feel like we need both U.S. and Estonian lawyers in order to pull this off.

[chadwhitacre]

As mentioned at #72 (comment), US (PA) LLCs are familiar to me/Gratipay. Estonian corporate structures carry a learning curve for me/Gratipay.

[chadwhitacre]

Branch versus subsidiary

As a general rule, branches and subsidiary companies are subject to similar tax rules in Estonia. In both cases, the retained earnings remain exempt from corporate tax until the distribution of profits to the head office or parent company, respectively. Upon distribution, a 20% monthly corporate tax will be due. There is no branch profits tax (on top of the corporate tax payable upon distribution) in Estonia.

Compared with a branch, in the case of a subsidiary which is a private or public limited company, there may be more tax planning opportunities for the tax efficient repatriation of profits from Estonia.

The Estonian branch of a foreign company is not subject to statutory audit requirement, but it must submit an annual report from the head office to the Commercial Register, and its own annual report to the local tax authorities within six months from the end of the financial year. The subsidiary company must submit its annual report only to the Commercial Register.

Source: PricewaterhouseCoopers - Doing business and investing in Estonia

http://www.koda.ee/en/services/taxation-of-corporations/branch-versus-subsidiary/

[chadwhitacre]

Kinda seems like maybe we want the ÖU to be primary and the LLC to become subsidiary, used basically for maintaining an escrow account in USD. The ÖU would maintain an EU escrow, and employ and contract with the people working on Gratipay.

[chadwhitacre]

I'm gonna see if Eric (#72 (comment)) wants to help us with the LLC side of the equation. We should find an EU/Estonian lawyer to help us with the Estonian side.

[chadwhitacre]

Gosh, looks the email address I have for Eric is bad, actually(!). I have a couple phone numbers for him, though ...

[chadwhitacre]

In terms of council for the Estonian side ...

[chadwhitacre]

http://www.investinestonia.com/en/investment-guide/useful-links

[chadwhitacre]

I think I noticed at one point that http://www.sunnybusiness.ee/en/ could set up a bank account for us via power-of-attorney, to avoid a flight to Estonia—though I wouldn't mind. Seems the right thing to do, actually, if only to meet #462 (comment).

cc: @chrisdev

[chadwhitacre]

A bank in Estonia requires you to attend the bank office personally, too busy to travel to Estonia only for that purpose? In most cases we get you the bank account (either corporate or private) and access to online banking operations with the support of special Power of Attorney from you.

http://www.sunnybusiness.ee/en/group/accounting-services/accountancy-services/

[chadwhitacre]

Gratipay, LLC is sufficient to bring back payroll for Gratipay itself (cf. #569 (comment)).