Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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Where to incorporate a startup is the first decision we make with you. Then we form the company turnkey, lock in founder equity and IP rights, and prepare the first contracts.
Since 2012 · 50+ jurisdictions · company, equity, IP and contracts in one team · first 10 minutes free
In brief
- Where to incorporate a startup depends on three things: investors, market and team. In practice, US venture funds usually invest in a Delaware corporation (C-Corp, a standard US corporation taxed at company level), and the federal tax on its profit is 21 percent. For sales in the EU and remote teams, founders often choose Estonia, where the 22/78 tax is paid only when profit is distributed, or Ireland with 12.5 percent on trading profit.
- Our startup incorporation services cover everything an investor will ask about: company registration, tax numbers such as the US EIN, founder equity split with vesting, a shareholders agreement, IP assignment of code and brand to the company, a developer agreement and an NDA. The same team handles bookkeeping, reporting and the company bank account.
- A zero-tax island company (BVI, Belize, Seychelles) rarely suits a startup that plans to raise money. These countries are on the Ukrainian list of low-tax states under Cabinet of Ministers Resolution No. 1045, as of February 2026 the BVI and Belize appear in Annex II of the EU list on tax cooperation, and funds and banks ask such structures more questions.
- For Ukrainian tax residents: a founder becomes a controlling person of a controlled foreign company (CFC) under Ukrainian law with a stake above 50 percent, or above 10 percent when Ukrainian residents together own 50 percent or more. CFC profit is exempt if the total income of all the person's CFCs does not exceed the equivalent of 2 million euro, yet the notifications and the annual CFC report are still filed.
- You can start with a free 10-minute intro call or a 30-minute consultation for €100. Usually, in our experience, company registration takes 1 to 6 weeks depending on the country, and a full launch with a bank account and tax numbers takes 3 weeks to 3 months. Timing depends on the case, its details, the authorities and force majeure.
Your situation
Pick the situation closest to yours for a short route and the first step.
We have a product and want to raise from a US fund within a year
We compare a Delaware C-Corp with other forms from a fund's point of view, incorporate the corporation, obtain the EIN and set up the option pool and founder vesting from day one. Code rights move to the company before the first investor talks.
Example. Two founders of a SaaS product from Kyiv are preparing for a US accelerator. We incorporate in Delaware, issue founder shares with vesting and assign the code from the founders to the company.
Discuss this case →Team in Ukraine, clients in the EU
We compare Estonia, Ireland, Poland and Cyprus on tax, director requirements and banking. We calculate the founders' taxes in Ukraine, including the Ukrainian CFC rules.
Example. A logistics startup sells subscriptions to companies in Germany and the Netherlands. We register an EU company, prepare contracts with developers in Ukraine and set up CFC reporting.
Discuss this case →We live outside the EU and want a European company
We check where a non-resident director works without extra conditions. In Estonia the company is run online through e-Residency with a legal address or contact person, and Ireland requires an EEA-resident director or an insurance bond. We choose the option that will pass the bank's review.
Example. Founders based in the UAE and Georgia are launching a service for European clinics. We form an Estonian company, arrange the legal address and contact person and prepare the bank package.
Discuss this case →I heard a startup needs a zero-tax island company
We show in numbers what happens to such a company under the Ukrainian CFC rules, at the bank and in investor due diligence. We suggest a jurisdiction that funds and banks accept without long explanations.
Example. The founder of a mobile app plans to open a company in the BVI. We calculate the CFC position, check the future investor's requirements and compare it with a Delaware corporation.
Discuss this case →Three co-founders agreed on equity verbally
We record the equity in a cap table, set vesting and cliff, good leaver and bad leaver exit terms, voting and share transfer rules. Everything goes into the shareholders agreement and the articles of association.
Example. Three founders of an EdTech project split equity equally, while one of them works only half-time. We agree four-year vesting and the terms on which he can leave.
Discuss this case →A freelance developer writes the code
We prepare a developer agreement that transfers the economic rights to the code to the company, plus an NDA and acceptance rules. If the code already exists, we draft a separate IP assignment.
Example. A contractor built the prototype of a fintech service on a verbal arrangement. We assign the rights to the existing code and sign an agreement for further development.
Discuss this case →What our startup incorporation services include
Turnkey startup incorporation abroad covers the choice of country and company form, the registration itself, the documents on equity and code rights, and the first contracts. Founders provide decisions and documents, and we handle the correspondence with registries, tax offices and banks.
- Consultation or strategy session. For a single question, a 30-minute consultation for €100 is enough. When the whole team needs to choose the country, structure and order of steps, we run a strategy session with a written plan.
- Country and company form. We compare jurisdictions for your investors, market, team and founders' taxes: a corporation or LLC (limited liability company) in the US, an OÜ (Estonian private limited company) in Estonia, a Ltd in Ireland or Cyprus, or a company in a UAE free zone (FZ-LLC).
- Turnkey registration. Constitutional documents, a registered agent (the official local contact the state requires) or a legal address where the law requires one, and tax numbers such as the EIN (US employer identification number).
- Equity and shareholders agreement. Cap table, vesting, cliff, founder exit, voting and sale of the company. All of it is set out in the shareholders agreement (founders agreement).
- Code and brand rights. Assignment of rights to code, design and trademark from founders and developers to the company.
- First contracts. Developer agreement and NDA, contracts with contractors and first clients.
- Company account. We prepare the package for a bank or payment provider, and the bank makes the decision.
- Bookkeeping and reporting. Annual company reports, tax forms, and for founders who are Ukrainian tax residents, CFC notifications and the CFC report.
- Support after registration. New founders and investors, stock options, registry changes and contracts as you grow.
Where to incorporate a startup: US, Estonia, Ireland, UAE, Cyprus
The best country to register a startup depends on three questions: who will invest, where the clients are and where the team lives. Corporate tax matters, yet for a startup with no profit in the first years the investor's and the bank's requirements come first.
US: how to set up a startup for American investors
A fit if you plan to raise from a US fund, join an accelerator or sell to US clients. In practice, funds usually invest in a Delaware corporation (C-Corp): it is formed by filing a certificate of incorporation with the Division of Corporations. The federal corporate income tax is 21 percent, and state taxes are separate. A Delaware corporation files its annual report and pays franchise tax (the annual state tax on Delaware companies) by March 1. A founder without a US SSN obtains an EIN on Form SS-4, and a corporation that is at least 25 percent foreign-owned files Form 5472 (the IRS information return on related-party transactions) for each year with related-party transactions. Since March 2025, companies formed in the US are exempt from beneficial ownership reporting to FinCEN, and in August 2026 FinCEN confirmed this in a final rule. Details on the page company formation in the USA.
Estonia: how to register a startup in Europe remotely
A fit for a team that sells in the EU and works remotely. An OÜ is registered and managed online through e-Residency (Estonia's digital residency) with a digital signature. The company needs a legal address in Estonia or a contact person, and licensed providers offer this service. Corporate tax in 2026 is 22/78 and arises on profit distribution, so reinvested profit is untaxed. Details: company in Estonia.
Ireland: an English-speaking EU jurisdiction
A fit for products aimed at the EU and UK markets that want English law and English-language documents. Tax on trading profit is 12.5 percent, and on non-trading income, such as passive income, 25 percent. Under the general rule of the Companies Act 2014, at least one director must be resident in the EEA, or the company holds an insurance bond. Details: company formation in Ireland.
UAE: when the team lives in the Emirates
A fit if the founders relocate to the UAE or sell in the Gulf region. Corporate tax is 0 percent up to AED 375,000 and 9 percent above that amount. A free zone company with Qualifying Free Zone Person status (the UAE status that gives 0 percent on qualifying income) pays 0 percent on qualifying income if it has real presence in the country. Small businesses with revenue up to AED 3 million can apply Small Business Relief for tax periods ending no later than December 31, 2029. Details: company formation in the UAE.
Cyprus: holding and intellectual property
A fit when you need a European holding company, an English-style corporate law model and a preferential regime for IP income (IP box, a reduced tax regime for income from intellectual property) under OECD rules. From January 1, 2026, the corporate tax rate in Cyprus is 15 percent, up from 12.5 until the end of 2025. Details: company in Cyprus.
Other countries: the UK and Poland suit their own markets and teams. We cover them and other countries on the page company formation abroad.
Tell us about the product, the founders and your investment plans, and on a free 10-minute call we will say where to incorporate and where to start.
Founder equity, code rights and first startup contracts
Founder equity, the company's rights to its code and developer contracts are the first things an investor checks in due diligence (the investor's legal and financial review), so we put them in place together with the registration. Fixing these documents before a deal takes longer and costs more than signing them at the start.
Cap table and equity
A cap table (capitalisation table) lists everyone who holds shares or options in the company and their percentages. It shows the founders' stakes, the reserve of options for the team (option pool) and how the stakes will change after investment.
Vesting, cliff, good leaver and bad leaver
Vesting is the arrangement under which a founder earns their stake gradually, for example over four years. The cliff is the first period, usually one year, before which no part of the stake vests. Good leaver and bad leaver terms set how much of the stake a departing founder keeps and at what price the company or partners buy it back. Together with voting, non-compete and the rules for selling the company, these terms go into the shareholders agreement.
Code and brand rights (IP assignment)
An IP assignment is a document by which a founder or developer transfers to the company the economic rights to code, design, databases and brand. Without such a document, the rights may stay with the author, and the investor will see this during due diligence. We assign rights to work already created and add an IP clause to contracts for future work. We register the trademark in the company's name.
Developer agreement and NDA
With a developer or contractor we sign an agreement that sets out tasks, acceptance, payment, transfer of rights to the result and confidentiality. An NDA (non-disclosure agreement) covers employees, contractors and partners with whom you discuss the product. For each country we follow its rules on rights to work results.
We prepare these documents together with the shareholders agreement and the contracts listed above, and continue as legal support for startups: new investors, stock options, document changes.
Startup or IT services company: which page fits you
This page is for a product startup: a founding team, your own product, plans to raise investment and code rights that must belong to the company. The focus here is the country for your investor, equity and documents for due diligence.
If you work on client projects, in outsourcing or outstaffing, and are choosing between a Ukrainian FOP (sole proprietor), a Ukrainian TOV (LLC) and a foreign company for your clients, see the page IT company registration for outsourcing and IT services. It covers the forms and taxes of a service IT company.
How long it takes to incorporate a startup abroad
Usually, in our experience, incorporating a startup abroad takes 1 to 6 weeks depending on the country, and a full launch with a bank account and tax numbers takes 3 weeks to 3 months. Timing depends on the case, its details, the authorities and force majeure.
- US. Usually, in our experience, forming a corporation or LLC together with obtaining the EIN takes 2–5 weeks.
- EU: Estonia, Ireland, Cyprus. Usually, in our experience, registration takes 1 to 6 weeks, and the address, the director and the bank review take the longest.
- UAE. Usually, in our experience, a free zone licence is ready in 1–3 weeks after a complete package is filed, and visas and the bank account take longer.
- Equity, IP and contracts. We prepare them in parallel with registration, and timing depends on the number of founders and how quickly you agree the terms.
The registry's official timeline covers only the review of ready documents. If you have an external date, such as an accelerator demo day or signing a term sheet, tell us right away and we will plan the steps around it.
What drives the cost of startup incorporation
We price startup incorporation abroad per project: the cost depends on the country, the number of founders and the scope of documents for investors.
- country and company form, and whether an agent, address or local director is needed;
- how many founders there are and where they are tax resident;
- documents for investors: shareholders agreement, vesting, option pool, IP assignment;
- how many contracts are needed: developers, contractors, NDA, first clients;
- whether you need a bank or payment provider account;
- bookkeeping, annual company reporting and CFC reporting for founders who are Ukrainian tax residents.
The only published price is the 30-minute consultation for €100, and the 10-minute intro call is free. We quote a project within one business day after a short description of the task. Comments from the registry or tax office and bank questions about our work are handled at no extra charge. We work under a written contract.
Why founders trust us with incorporation
A startup's company has to pass the review of the bank, the tax office and the investor, and founders trust it to us for five reasons:
In practice since 2012
For fourteen years we have been forming companies, opening accounts and handling tax matters in 50+ jurisdictions. We know the requirements of registries, banks and tax offices from our own cases.
We deal with authorities and banks
Crystal Tax lawyers and accountants, together with partners in each country, handle correspondence with registries, tax offices and banks and answer their requests. Founders provide documents and decisions.
We see the matter through
Comments from the registry or tax office and bank questions about our work are handled at no extra charge.
One team for the whole startup
Company, equity, shareholders agreement, code rights, contracts, bank account, bookkeeping and Ukrainian CFC reporting sit with one team, so you do not need to look for separate contractors.
Contract and confidentiality
Scope, timing and confidentiality are set out in the contract. We disclose data about the product, founders and equity only to the extent the procedure requires.
How we incorporate a startup: step by step
Startup incorporation goes through six steps, from the intro call to reporting. We make the first decisions together, and then we handle the documents and correspondence.
- Intro call. You tell us about the product, founders, market and investment plans. 10 free minutes, reply within one business day.
- Country and company form. At a consultation or strategy session we compare jurisdictions and forms for your investor, market, team and founders' taxes.
- Company registration. We prepare constitutional documents, the agent or address, run founder checks and file the documents.
- Equity, IP and contracts. Cap table, shareholders agreement, IP assignment, developer agreements and NDA.
- Tax numbers and account. We obtain the EIN or a local tax number, VAT registration where needed, and prepare the bank package.
- Bookkeeping, reporting, CFC. We keep the books, file annual reports and tax forms, and for founders who are Ukrainian tax residents we file notifications and CFC reporting.
Documents needed to incorporate a startup
To incorporate a startup you need the founders' documents and a short project description, and the exact list depends on the country.
- passports of founders and directors;
- proof of residential address, such as a bank statement or utility bill;
- a description of the product and planned activity: what you sell, to whom and in which countries;
- the equity split between founders and each founder's role;
- information on the founders' tax residency;
- for the bank, information on the source of funds the founders put into the company.
We send the list for your country after the intro call. We take care of translations and certifications if the registry requires them.
Where to incorporate a startup in 2026: country comparison
The table shows the basic terms as of September 2026, and we choose for your project taking into account the founders' taxes and the Ukrainian CFC rules.
| Country | Form | Corporate tax | Remote registration and management | Best for |
|---|---|---|---|---|
| US, Delaware | C-Corp or LLC | Federal 21 percent for a corporation, state taxes separate | Yes, EIN for a foreign founder on Form SS-4 | Startups targeting US investors and the US market |
| Estonia | OÜ | 22/78 on profit distribution | Yes, through e-Residency, a legal address or contact person is required | Remote teams with clients in the EU |
| Ireland | Private company limited by shares | 12.5 percent on trading profit, 25 on non-trading income | Yes, with an EEA-resident director or a 25,000 euro bond | Products for the EU with English-language documents |
| UAE | Free zone or mainland company | 0 percent up to AED 375,000, 9 above, 0 for qualifying free zone income | Depends on the free zone, the visa and Emirates ID are issued in the country | Founders who live or sell in the region |
| Cyprus | Private limited company | 15 percent from January 1, 2026 | Through partners in Cyprus | Holding companies and companies with IP income |
Zero-tax island company for a startup: what to consider
A zero-tax jurisdiction such as the BVI, Belize or the Seychelles rarely suits a startup that plans to raise investment: questions come from the Ukrainian tax authority, from banks and from funds.
- Ukrainian list. The British Virgin Islands, Belize, the Seychelles and the Cayman Islands are on the list of states under Cabinet of Ministers of Ukraine Resolution No. 1045 of 27 December 2017, as amended from January 1, 2025. Transactions of Ukrainian companies with non-residents from these countries may count as controlled for transfer pricing purposes, and the CFC report shows such transactions separately.
- CFC exemption. The main exemption of CFC profit under Ukrainian law requires a treaty in force between Ukraine and the company's country on avoidance of double taxation or on exchange of tax information. In addition, the company must pay tax at a rate of at least 13 percent or earn no more than 50 percent passive income. A zero-tax company can qualify only under the second condition, and only if such a treaty exists.
- EU list. As of February 2026, the BVI and Belize are in Annex II of the EU list on tax cooperation, where the EU monitors their commitments. Annex I of non-cooperative jurisdictions contains 10 countries and territories, including Anguilla, the Turks and Caicos Islands, Vanuatu and Palau. The list is reviewed twice a year.
- Banks. When opening an account, a bank checks the owners, the business and the source of funds. For a company with no presence and no tax, the review usually takes longer, and the bank makes the decision.
- Investors. In practice, funds invest in companies from jurisdictions they know, most often a Delaware C-Corp, and before a deal they ask to move the company there.
If you already have an island company, we will work out what to do with it: keep it, redomicile it or close it after the business moves.
For founders from Ukraine: CFC rules and tax residency in 2026
A founder who is a Ukrainian tax resident is liable under the CFC rules of Article 39-2 of the Tax Code of Ukraine for every foreign company they control.
- Who is a controlling person. A Ukrainian resident with a stake in a foreign company above 50 percent, or above 10 percent if Ukrainian residents together own 50 percent or more, or with actual control. For a startup with three founders from Ukraine, this means each of them has a CFC.
- What is taxed. The adjusted CFC profit, in proportion to the stake, is included in the owner's annual income. Personal income tax is 18 percent, and military levy 5 percent.
- Exemptions. Profit is exempt if the total income of all CFCs of one person does not exceed the equivalent of 2 million euro at the end of the reporting period. Another exemption requires a treaty between Ukraine and the company's country and an effective tax rate of at least 13 percent or no more than 50 percent passive income.
- Reporting. The notification of acquiring a stake is filed within 60 days. The CFC report is filed together with the annual return, for individuals by May 1 of the following year, with the company's audited financial statements.
- Martial law. CFC penalties do not apply if all obligations are fulfilled within six months after martial law ends or is lifted. The obligations themselves remain.
- Tax residency. An individual is a Ukrainian resident if their place of residence is in Ukraine. If they also have a home abroad, the tests are applied in turn: permanent home, centre of vital interests and presence in Ukraine for at least 183 days a year.
We prepare CFC notifications and reports ourselves as part of the company's accounting support.
How to start your startup incorporation
Describe in two or three sentences the product, how many founders there are and where they live, where your market is and whether you plan to raise investment. Within one business day we will tell you which countries fit and quote the work. The first 10 minutes of the intro call are free. For one specific question, a 30-minute consultation for €100 is the right format.
More ways we help founders
Sources
IRS: Instructions for Form SS-4; IRS: Instructions for Form 5472; IRS: Instructions for Form 1120; FinCEN: Beneficial Ownership Information Reporting; Delaware Division of Corporations: Annual Report and Tax Information; Estonian Tax and Customs Board: tax rates; e-Residency: Start a company; Revenue Ireland: Corporation Tax, basis of charge; Companies Act 2014, section 137; UAE Ministry of Finance: Federal Decree-Law No. 47 of 2022, Corporate Tax; UAE Ministry of Finance: Small Business Relief extended to 31.12.2029; Tax Code of Ukraine, Articles 14.1.213, 39-2, 167, as amended on 17.09.2026; Cabinet of Ministers of Ukraine Resolution No. 1045 of 27.12.2017, list of states; European Commission: EU list of non-cooperative jurisdictions, 17.02.2026; CyLaw: Cyprus Income Tax Law 118(I)/2002, consolidated text. Content checked and updated on 27.09.2026.
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Frequently asked questions
Where to incorporate a startup abroad?
How can non-US founders living in Ukraine set up a Delaware C-Corp or LLC?
C-Corp or LLC for a US startup?
What reports does a US company with foreign founders file?
How to register a startup in Europe remotely?
Can founders from outside the EU incorporate a startup in Ireland?
Is it worth launching a startup in Belize or the BVI?
How should co-founders split equity?
Why does a startup need IP assignment from founders and developers?
Does a founder from Ukraine have to report on the startup's foreign company?
How much does it cost to incorporate a startup abroad?
How long does it take to incorporate a startup abroad?
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“Crystal Tax provided invaluable assistance in setting up our company in the United Arab Emirates…”
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“As a fast-growing startup, we needed clear, actionable tax advice — and Crystal Tax delivered exactly that. No jargon, no fluff.”
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