Michael B RosmerAdvisor for offshore structuring and banking.
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Founding partner at Offshore Capitalist. Specializing in LEGAL international tax strategies, banking, and payment processing. Want a second opinion on that structure? Trouble getting accepted at banks or payment processors? Need more information on jurisdictions? Give me a call.



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Assuming you're talking about income tax and not sales tax etc it works like this.

1. All companies apply the tax rules of whatever country they are resident in, which usually means their worldwide income is taxable in that country this is true for SaaS and non-SaaS.

A company could be tax resident in multiple countries or none depending on local corporate residency rules and tax treaties.

2. Aside from this companies are a also taxable in local source income wherever they operate. This gets tricky especially for SaaS companies because "where is the income sourced?" this will usually be where the work is taking place if there's a fixed place of business or management level work taking place there but might also be taxed where the customers are located if the income is considered royalties income.

You've got to dive into the details of your individual case to see how these apply to you and of course it's in your best interest to structure yourself to minimize these.

There's also many cases where maybe technically you should be taxable but realistically you've got no exposure so in practice you won't be.

Finally, you could also be taxable based on the ownership of the company but this gets a little more technical.

Contrary to what was listed above Bermuda is rarely a good place to set up a SaaS company.

Hope that helps.


Sttop thinking about advertising products (Google, Facebook, etc.) and focus instead on the following sequence of questions:

1. Who are my most profitable market segments? Go through your existing customers and look for things in common with respect to profitability of clients, this will give you the best bang for your buck if you can target those people. If you're targeting the wrong people none of the rest matters.

2. Where do you find them in the greatest concentration? Pay attention to where you can find these people, who else do they buy from (possible joint ventures or host beneficiary relationships), what do they read or watch, are there lists of these people, who do they look to as authorities, etc.? The more concentrated you find the the lower your costs will be since in effect you're paying per impression.

3. How do they buy? You want to mirror their buying process so if they go online and do a search for a particular keyword to make a decision you want to rank for that keyword. Maybe they are looking for certain characteristics when buying so you want to match those characteristics. Maybe they trust a certain authority so you want to be in with that authority. Or maybe they look to friends so you want to create social awareness.

These will give you information about places to look (newspapers, magazines, Yelp (it's free to list yourself so you should be on there for local marketing), online directories, review sites, maybe in the media, maybe appealing to various micro niches such as body builders or models or wedding parties. The key is to filter through those 3 questions to maximize your ROI and effectiveness.


First, it helps to understand what I call the profit formula:

Leads * conversion rate = customers * average $ sale * # of transactions = revenue

In other words you've got 4 levers you can apply to increase your revenue:

- Leads - someone already mentioned prospecting (more on this shortly)

- Conversion rates - what are your closing ratios? How can you tighten up your process to increase your closing rate?

- Average $ sale - could you make a bigger sale to them?

- Average # of transactions - could you get customers buying from you more often

What I see very often is an over focus on putting new leads into the front end and not enough on optimizing each lead to maximize them.

In terms of actually planning a campaign you need to focus heavily on identifying your target market, understanding how to communicate an irresistible offer to them, and matching their buying process.

It sounds like you might be somewhat resource constrained in terms of your time and might need to expand your sales team or add distribution in the form of additional sales people, or strategic partners (maybe someone is willing to bundle your product with theirs, etc.)

This is all high level of course the specifics require detailed knowledge of your business.

One book I'd recommend on improving the sales process is SPIN Selling.

Hope that helps contact me if you'd like further assistance.


To second one of the other comments I'm a little unclear how your consulting plays into this?

I'll address the question purely from the perspective of getting great people.

I spent years working on cracking the "A Player" code both for my own businesses as well as a recruiting company I owned and I found in general the entire mainstream mindset and methodology is generally backwards.

First a quick note on money though. It's a satisfier not a motivator meaning yes good quality people expect you to pay them fair market rate for what they are doing at their skill level, which if they are very good is at the upper end of the bracket but that's not what's driving them it's merely a requirement in most cases to work with them.

To the more significant question of how to find the best quality people.

FACT #1 - the best people don't need to look for work! This is how come "head hunting" is so popular for upper end jobs because no one who is truly world class needs to hang out on a job board looking for work. They have skills that speak for themselves and reputations with people they've worked with to do the rest. You're far more likely to have to pull them away from something else than to find them posting on Upwork or Guru. Generally, people on Upwork and Guru, though they might be good value actually need the work, which generally isn't a characteristic of the best.

FACT #2 - if they are really exceptional usually a lot of people know about them and their work is fairly easy to find. Think about top logo designers if you get into the community of people who are truly passionate about these things a handful of names start showing up consistently as people who produce amazing quality work.

What is the end result of this? Randomly looking for or advertising for positions is highly unlikely to locate the best people. The best way requires a twofold process:

1. Get immersed in the field and start identifying work you consider is world class then work backwards to find those people

2. Network within groups of people who know those people and get recommendations, the initial results likely won't be your ideal but you use the process to climb the ladder because good people know good people and by getting curious about the field and working with people who are in the field asking questions like "what makes someone outstanding?" "What sets apart the work of someone like x?" "Who is the most talented designer you've ever worked with?" then repeating the process when you find those people and collecting a lot of data you'll start to weed out and find some really good ones at which point the beauty of designers is their work speaks for themselves provided they themselves actually did the work.

This process is not fast or easy it takes work up front but has a very long term pay off.

If you'd like feel free to message me and I can give you a couple people who would make a strong place to start.


Let's back up for a moment how come you need to incorporate a business in Canada? There a possibility you'd be better off incorporating somewhere else for a whole host of reasons. Just because you are in Canada doesn't mean your business has to be.

Without knowing details I can't say for sure what might be best but keep that in mind.

Feel free to contact me if you'd like to discuss further.


Frankly if you don't have proof of concept you should incubate them all under the same legal entity. As you start to generate profit, raise money, etc. then you can look at creating a legal entity but the only people who benefit from the attitude that starting a company starts with forming a legal entity are the lawyers and accounts who get more work from the process. I've owned and operated 13 businesses in my day and had all kinds of other ideas I played with. So often I'd have an idea sitting maybe I'd have some meetings about it etc. but it would never go anywhere or would get pushed to the back. If I'd formed a company for each of these I would have wasted a ton of time and money. Start with market validation and get some customers first then create legal entities as they become something real.


Silicon Valley is more about physical proximity than just incorporation. There are three reasons for this:

1. Access to capital - no where on the planet even comes close for tech start ups

2. Access to middle management - as you scale you need to be able to grow very very fast, which has a lot of challenges that most people in most parts of the world don't know how to deal with but in Silicon Valley you can walk across the street to Facebook and hire someone who helped them do it

3. Mindset - the deals are simply bigger and the mindset is bigger there

All of this being said an "internet company" doesn't necessarily imply raising money or being what some might call a traditional "start-up". In this case the US is about the worst place in the world to be because the taxes are the highest and it's the most litigious country on the planet.

However, the misnomer is that you can reduce taxes based on where you incorporate...you often can't if the substance doesn't match the form so you need to consider carefully the facts of the company and then build a corporate structure to match in order to get the optimal structure.

Feel free to contact me if you've got any questions.


In addition to what everyone else has said you need to be careful because depending on the nature of his work if you've got an employee over there you could end up with corporate income tax obligations in India as well as the US, which is simply way more trouble than you want to deal with.


I'm going to take a very tax centric view on this. You're at risk of double taxation here and with US corporate taxes being even higher than Australian corporate taxes and then the risk of needing to distribute dividends from a US based corp and suffer withholding taxes then pay taxes again in Australia you could end up in a very unpleasant position.

If at all possible you're probably much better off keeping your sales manager separate and attempting to book all sales as much as possible to Australia directly and only paying a cost plus basis to the US employee.

You should be able to achieve this if structured properly so that you can have a US based bank account (a bit of a pain to set up but possible) and avoid both transfer and foreign currency conversion fees.

Feel free to contact me if you'd like to discuss further.


This is a complex topic because as you've so rightly mentioned it's very multi-dimensional so it matters a lot what your top priorities are. Let's start with the basics:

1. As a Canadian co-owner of a US corporation you're going to get screwed on taxes. First the US has the highest corporate taxes in the world so you'll be nailed with those, then you've got US dividend withholding taxes to deal with and finally Canadian taxation.

2. You don't have to choose between Canada or the US you could potentially choose somewhere else entirely. People tend only to think of the places where they are involved but as soon as you cross borders the whole world opens up to you.

All of this being said it is highly likely a portion of the income is going to be taxable in the US regardless and Canada regardless because you don't just get taxed based on where you're incorporated you also get taxed based on where you've got a "permanent establishment" and managers and sales people among others are considered "permanent establishments" under the terms of the tax treaty.

Usually, if you've got sufficient scale the best approach in these cases isn't to form just one company but multiple and if you do it well you could actually end up with an incredibly favorable tax position over being based in just one or the other. That being said this takes extra cost and administration so if you're just getting started and not making much money it doesn't make sense.

If you're raising money from Silicon Valley VCs you've essentially got just two choices that are worth considering, a Delaware or California company but this is where sometimes you can use a hybrid structure to get the best of both worlds.

Feel free to contact me if you'd like to discuss details.


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