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I am drafting a contract with a potential client (French university) for a yearlong remote consulting job. When I wrote my own name and my personal bank account info on the contract, the admin from the financial/accounting office told me: "We can’t directly pay on your personal bank account. We have to sign a contract with a company."

I have never had this requirement before. I am reluctant to register a company and business bank account because of the time, paperwork, and travel required (my current country is not ideal for registering a business due to language and legal barriers).

So, I am wondering:

  1. Is this a common requirement for freelancers? I want to make sure that me or the admin are not misinterpreting something.

  2. Is there some simpler solution? I have heard about intermediary companies like MBO Partners; wondering about any other kind of shortcut so that I can satisfy the business requirement.

  • It would help to know which country you are in – kdopen Sep 22 '15 at 19:42
  • Don't you have a VAT number (as an individual) ? The trick is that the customer must make sure that your invoices will be accepted by the French tax authorities and they need to see official registration info. – Harry Cover Sep 23 '15 at 7:34
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Having freelanced in a number of countries, this is actually a fairly common requirement.

If you interpret 'freelance' as "running a business", it's even understandable. Compare the realities of a business and an employee.

  • A business gets to deduct most of its expenses before calculating its taxes, whereas an individual pays their expenses from post-tax monies. For example, if I have a company and travel to a client's premises that is (usually) a deductible business expense. As an employee, my travel to the office is a personal expense.
  • Businesses often pay taxes at lower rates than individuals, and have options to structure their payouts in the most favorable manner (small salaries, HUGE dividends for example).
  • Businesses can limit legal liability in ways that an individual can not.
  • Employers are required to provide many benefits (read "expensive") for their employees which they do not need to give to their suppliers.

For the first two reasons, most countries pay close attention to who qualifies to be called a "business". It's simultaneously about maximizing their tax revenues and protecting people who would otherwise be employees from abuse.

Sometimes they try to limit this by requiring a minimum number of employees, or limiting how long you can work exclusively for one client, or measuring the actual financial risk you take in each transaction. The upshot is that tax agencies will look very closely to see if there is an effective employment between a company and an individual. If they (retroactively) decide that a relationship was actually one of employment, the company (in this case your University) can find themselves liable not only for large fines, but also back-taxes and benefits.

By requiring you to form a company, and to contract on a company to company basis, the University is trying to minimize the chances of your relationship being deemed employment at a later date. Again, it's not unknown for a tax agency to 'lift the corporate veil' and ignore your company - but it places a hurdle in the way.

Thus, in the UK (When last I contracted there) it was common for contracts to be written 'back to back' and include a middle man:

  • The contractor was the sole employee of a Limited Company
  • The contractor's company had a contract with an agency to provide their employee's services at an hourly rate at a specific time for a specified period.
  • The Agency had a contract with the client to provide a person at a (higher) hourly rate, for the same time and period. This also gave them the option to replace you should you quit.

In others words there were two legal entities between the contractor and the client, and the tax man had a lot more work to prove actual employment. However, there were trip clauses (for example, you would rarely get a contract which lasted more than 12 months without a break of some kind).

I have successfully bypassed all this and gone direct with clients as an Independent Contractor with a bullet-proof tax-situation. In one case, it took the client's legal department about 5 minutes to declare it as fine (and I knew those people: they could take 2 weeks to agree on a single sentence in a contract). But it meant the following:

  • I offered a fixed-price quote (took significant financial risk)
  • I provided all my own tools (scopes, computers, compilers, etc)
  • They said what they wanted, set budgets etc: I decided on how it would be developed (limited how much control they had).
  • I worked mainly from my own premises, going onsite only for delivery/meetings/acceptance testing etc.

That was here in the US, where simply 'owning' a company has significant costs (both financial and time). In the UK, I would set up a company in a heartbeat - or even one per contract. From memory, I could get a limited company completely setup in about an hour for around 100 pounds - 24 hours if I cared what it was called.

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1

I cannot answer question 1, I guess they have some obligation from the Labour law, which is complicated in France.

For question 2, in France, there are some intermediary companies for consultants (search for "portage salarial"): you charge the client as if you were a company, the client pays to your intermediary company, and you get a salary from the intermediary company. After the taxes, you get more or less half of what you charged to the client, so be aware of that to fix the price for the client.

This could be a good solution, but I have doubts given you are outside of France. You can try to contact one such intermediary company and ask if they accept to sign with you. Ask the intermediary company about your status as a foreigner and specifically if some of the taxes can be avoided (unless, for instance, if you want to contribute for a retirement in the French system :).

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Can you tell them you would be happy to do that, but they are the only ones ever to ask for it and it will cost you X amount in time and expenses, so you need to revise your proposal to include an administration fee of roughly that amount?

You also might ask if they can hire you for a year as a part-time employee instead.

I know nothing of France but I have also heard their labor laws are very complicated (and consequently discourage hiring...) I do know that here in the USA you don't have to register to do business, but I had one client ask me to get a DBA (fictitious business name) because our tax laws are such that the government likes to declare you are an employee, not a freelancer, and therefore the company hiring you gets in trouble and has to pay more taxes on your behalf. Having a business name doesn't technically change anything but it "looks better" to the government, it is more obvious that you consider yourself a contractor not an employee. Of course here it's pretty easy and inexpensive to get a fictitious business name.

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  • I don't think an explicit administrative fee for incorporation would be reasonable. Any sort of review will then reveal that you were forced to setup an Ltd, and then the whole concept of you being an independent business can be questioned by the authorities, and the business paying you the money might end up being subject to the fines associated with misclassifying their workers. – cnst Jul 22 '16 at 16:50
  • @cnst yeah I would not explicitly call it a fee for incorporation, but if it's costing more to do business you'll have to recoup the money somehow, otherwise how can you stay in business? So a person can have a per project admin fee named something like "Project Management Fee" or they could raise their rates. The only problem with raising your rates overall is small projects may still not be able to be profitable and large projects may be able to find someone for less. (You could always do a volume discount for large projects.) – Emily Aug 12 '16 at 5:55
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I don't know about your state legislation, but here in russia we have something called "Индивидуальный предприниматель" (Individual Enterpreneur). You just have to find an existing one registered for the services similar to what you would provide and drive the money through him/her. It's not legal here ofc but it saves you registering as an enterpreneur or a company.

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  • It sounds like his client would prefer a legal solution – user45623 Sep 18 '15 at 16:44

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