Consumers and businesses are being more careful with their money now, but they are still buying software if it will save them time and/or money. If you have been laid off in the current recession, perhaps now is a good time to start that microISV you have been thinking about. But starting your own business can be a bit daunting if you haven’t done it before. What is actually involved in the day to day running of a small software business?
Disclaimer: The information below is based on my my experience of running a microISV as a UK-based limited company for 4 years. It is far from comprehensive and is merely intended to give you some pointers. I am not an accountant. I am not a lawyer. Some of the information will not be relevant to businesses based outside the UK. Seek appropriate professional advice.
Probably the first thing you should do when you decide to go into business is to get an accountant. An accountant will be able to advise you on bookkeeping, tax, VAT, company rules and regulations and any number of other topics. As you aren’t a large or publicly listed company they don’t have to be a chartered accountant. Changing accountant later may be painful, so try to get it right first time. Ideally try to find your accountant by personal recommendation and someone you think you will get on with. Everything can be done by phone and email, so they don’t have to be in the same town.
Setting up a company
You don’t have to have a company. But it does have some advantages:
- It makes it easier to separate your personal and business finances, which can only be a good thing.
- It gives you some legal protection. If someone decides to sue due to a bug in your software, they will have to sue your company, rather than you personally. So you have less chance of losing your house.
- It has some tax advantages.
- You can impress members of the opposite sex by putting ‘Director’ on your business card.
Having a company also has certain obligations, such as filing annual returns and company accounts. Much of it can now be done online. The company annual return is pretty straightforward. You just need to list who the company officers and shareholders are. The tax return is more complicated and something I wouldn’t want to do without the help of an accountant.
Setting up a limited company in the UK is fairly easy, simple and cheap. In theory you could read all the necessary documents and do all the paperwork yourself. But surely there are better uses of your time when you can get an accountant to do it for you for as little as £90.
When you choose a bank you need to consider:
- Charges – per month and per transaction.
- Services – e.g. foreign currency accounts.
- Customer service – how long will you have to wait on the phone to speak to someone?
- Convenience – you don’t want to have to drive to the next town to pay in a cheque.
- Interest – are their rates competitive?
- Guarantees – is the money guaranteed if the bank goes bust?
It may also be a good idea to choose a separate bank from your personal bank, to keep your business and personal finances separate. This could also be important if you ever got into a dispute with your bank.
Having had very good experiences with HSBC through FirstDirect, I chose HSBC for my business banking. However I was unimpressed by the service I received. This included queuing 40 minutes to pay in a cheque and calls to the branch 2 miles away being routed via India (I got fed up of spelling out H-i-g-h W-y-c-o-m-b-e). I was also irked by the service charges. £0.60 to pay in a cheque! When I told them what I thought of their service they made an appointment for someone to come and see me. They never turned up. No apology, nothing.
I have since switched my banking to Alliance and Leicester business bank. I have been happy with the service and there are no charges as long as you pay in at least £1,000 per month. I can also pay in cheques at any Post Office (if the UK government doesn’t close them all).
If you are selling to other companies, rather than just consumers, you will have to deal with invoices. Invoices are a subject of mystery to many developers, but really they are just a note to someone that they owe you money. In theory the sequence is:
- Customer asks for a quote.
- You send a quote (include an expiry date).
- Customer sends a signed purchase order.
- You send the software licence key with an invoice.
- Customer pays the invoice within the time specified by the invoice.
Yeah, right. In reality many companies pay months late. This helps to improve their cash flow at your expense. But, according to Hanlon’s razor, one should ‘Never attribute to malice that which is adequately explained by stupidity’ and I am sure that the apathy and incompetence of accounting staff is also a large factor.
The invoice itself is nothing special. It should include:
- The word ‘INVOICE’ in large letters.
- Your company details (including your VAT details, if registered).
- A unique invoice number.
- The date.
- Customer details, including their purchase order number.
- A description of the product sold and the price (including the currency).
- Details of how to pay, e.g. your SWIFT/IBAN code and/or who to make the cheque payable to.
- The payment terms (typically 30 days).
You might want to number your first invoice 0100, rather 0001, if you don’t want early customers to know you are a newbie.
Dealing with the late payment of invoices is a whole topic on it’s own. Personally I don’t invoice for payments of <£100 or $200 – it just isn’t worth the hassle. And I always pay my bills on time. It is the right thing to do.
Don’t fight the system, you can’t win. Computing is <70 years old. Accounting is as old as recorded history. Suck it up and learn the appropriate terminology. Consider doing a class on basic bookkeeping.
An accountant is not a bookkeeper. They may agree to do your bookkeeping, but it is likely to be expensive. Personally, I do my own bookkeeping. It is a bit tedious, but it means I know exactly where every penny goes and I can listen to a podcast at the same time to alleviate the boredom.
I started off using Excel for my bookkeeping. In retrospect this was a mistake.
- You are on your own when it comes to generating reports, such as profit and loss.
- Mistakes are easy to make and hard to find in large Excel spreadsheets.
- Excel doesn’t scale very well to hundreds or thousands of transactions.
- Your custom Excel spreadsheet is much more difficult (=expensive) for your accountant to work with than the package he normally uses.
Sales receipts, advertising, salary, dividends, ISPs, postage, stationery, professional fees etc. can add up to a lot of transactions. Even with sales batched up into weekly blocks, a one man business such as mine can easily generate over 600 transactions a year. You really don’t want to be trying to track all this in Excel. Much better to use a purpose-built accounting package.
The market leading package for small businesses worldwide appears to be Intuit Quickbooks. Others are Sage (popular in the UK) and MYOB. I recommend you chose whatever package your accountant is happiest to work with. Get your accountant to set it up for you. Trying to use a personal finance package, such as Microsoft money, to run a business is almost certainly a bad idea.
I switched from Excel to Intuit QuickBooks. Initially I hated it. But once I accepted that it was written for bookkeepers, not software developers, we reached a grudging acceptance of each other. Now I just spend an hour or so updating Quickbooks every 1-2 weeks and making sure it tallies with my bank statements. I then send my accountant a copy of the database at the end of each financial year. He then uses this data to create the company annual accounts and tax return.
Don’t leave the bookkeeping until the end of the tax year. You will end up with hundred of scraps of paper to match up with hundreds of transactions. This is an N^2 problem. As with any polynomial problem, you should try to keep N small. Also, your accountant has lots of other clients and won’t thank you for asking him to create your annual report by midnight to meet the filing deadline.
Try to get a receipt for everything. I number receipts sequentially, write that number on the receipt and include it in the Quickbooks transaction memo. I then file the paper receipt in a folder partitioned by month. This should mean that I can easily find the appropriate receipt if (when?) I get audited by the tax man.
In my experience it is common to be invoiced for the wrong amount or twice for the same things. Some companies will even try it on by invoicing you for things you didn’t agree to buy. So check every incoming invoice. Companies don’t appear to put their best, brightest and most cooperative in the accounts department. Get used to it.
Managing cash flow is a huge issue for businesses. Any number of healthy and profitable businesses have gone to the wall due to cash flow problems. This shouldn’t be an issue for most microISVs as we don’t have to spend a large proportion of our income on equipment or maintain expensive inventories. Hooray for software.
I accept payment in various currencies through PayPal. PayPal charge a 2% fee for converting these payments to pounds sterling on top of their other fees. I have previously looked into opening a US dollar account, but it didn’t seem worth the hassle or expense. The Alliance and Leicester Bank charge a £10 fee to cash a cheque in US dollars.
MicroISVs, like other one-man limited companies, typically pay themselves a minimal salary (around 5k per year) and the rest as dividends. This means that no income tax is payable on your salary. Instead you pay corporation tax on the dividends. As corporation tax is typically lower than basic rate income tax, this is more tax efficient. However you still have to pay higher rate income tax if your income exceeds the higher rate income tax threshold.
Whenever I pay a dividend I transfer the amount of corporation tax that will be due on the profit to my business reserve account. At the end of the tax year I then know I have enough in this account to pay my corporation tax.
If you sell more than £67k per year (currently) of goods inside the EU you must register for VAT. If you sell less than this, registering for VAT is optional.
Advantages of registering for VAT:
- You can claim back VAT on all purchases.
- Not having a VAT number may make you seem ‘not a real business’ to other businesses.
Disadvantages of registering for VAT:
- You have to charge VAT on all sales inside the EU. Businesses can claim this back, but consumers can’t.
- More paperwork.
Consequently a B2C software vendor with large profit margins probably shouldn’t register until they have to. But VAT registration might be much more attractive to a B2B software vendor with lots of expenses. Apparently you can claim back some of your VAT payments retrospectively when you register.
Some other points on tax:
- You can give your spouse shares in the company and pay them that proportion of the dividends. This is tax efficient if they earn less then you. But will only add to your woes if they ever run off with the milkman/milkwoman.
- When you are applying for a mortgage some banks will only count your salary, not your dividends. A £5k salary doesn’t go far, even in the current housing market.
- If you work at home you can charge a percentage of your heating, electricity, council tax etc or rent part of the house to your company. But you may then be liable to pay capital gains tax on any increase in value of the house.
- In the UK you can claim £55 per week tax-free in childcare vouchers. The childcare provider must be registered with OFSTED. You don’t need a physical paper voucher – just pay the childcare provider direct from your company and keep all the appropriate records (including their OFSTED number).
- The UK government pays a reasonable rate of interest on early payments of corporation tax. You might get more interest paying your corporation tax early than leaving it in a savings account. Also you don’t have to worry about the bank going under with your savings. Of course you will still have to pay tax on the interest next year.
- I have also written an article on the basics of VAT for software vendors.
- UK Business Link. Business link is a free business advice and support service, available online and through local advisers. Useful for generic business advice – don’t expect them to know anything about the software business.
- UK Companies house. Where you go to set up your company and make annual returns.
- UK HM Revenue and Customs. They have always been very helpful when I rang them with a query.
- Andrew Wells. The accountant I use. Good service at a reasonable price. UK based.
Have you had a look at any of the open source financial management programs or do you know of anyone that has?
When I was running my own small business (in AU) I know that using Quicken was chewing up almost as much as as my income as my accountant was (in terms of keeping up to date with the latest versions of the program and it’s database – tax rates, etc). My accountant however insisted on it – and all I had to do was email him a data file (generated by quicken) once a month.
I was thinking of using GnuCash for my new microISV (it seems to support everything I need – GST/VAT, location specific taxes, capital gains tax, etc) although there is a lot more work involved in maintaining it. Do you know of anyone who has used this (or other O/S apps) to maintain their finances and what their mileage was?
I’ve definitely had the N^2 tons of tiny receipts problem before. There’s actually a company that markets their app entirely towards people who hate Quickbooks (the first result if you Google “I hate Quickbooks.”) I currently use my invoicing software for bookkeeping as well, but I can see myself outgrowing it in the future.
Here in the U.S. you can start your company as a single-member LLC and file all your income/losses on your personal tax return without any corporate tax.
Funny folks are querying accounting packages. I’ve been eyeing Microsoft offering (OK, it’s not FOS, but obstensibly free enough if you have BizSpark or an MSDN subscription). I’ve not tried it as yet as I’ve not seen any reviews on it’s use downunder – that blasted GST thing etc.
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>I was thinking of using GnuCash for my new microISV
If your accountant has never seen GnuCash before I can see his/her fees going up by a lot more than you save on software.
Probably a better choice than Excel though.
I was thinking of using GnuCash for my new microISV (it seems to support everything I need – GST/VAT, location specific taxes, capital gains tax, etc) although there is a lot more work involved in maintaining it.
Using a US reseller is certainly not suspect as long as it is registered for EU VAT – which as far as I know they all are. In which case VAT continues to pass through the system correctly, even though you are not handling it between yourself and the reseller. There’s no VAT avoidance taking place.
I didn’t realise those using US resellers were still paying VAT on EU sales. Thanks for the clarification Marcus.
You can register a company online in the UK for as little as £25. The people I used are:
It’s actually very simple and straightforward. It’s worth asking your accountant about share allocations beforehand though.
Thank you for this capsule guide. I’m thinking of going this route and it’s a handy nutshell guide..
very nice write-up! Thanks a lot!
Not very sure if it would make a lot of sense for an albania-based
entity to register as a UK-based ltd? Have to check, if how far this liability protection reaches. Any idea regarding this kind of cases?
>Any idea regarding this kind of cases?
No idea, sorry.
Nice write up. Thanks Andy.
However, you’ve just convinced me that I’d rather eat shoe leather than set up my own business. Where do you get the time to actually develop, sell and support your application with all that overhead in time and, more particularly, headspace?
Interesting post, Andy. So is the previous one about 100 ways to increase your software sales in 2009.
>However, you’ve just convinced me that I’d rather eat shoe leather than set up my own business. Where do you get the time to actually develop, sell and support your application with all that overhead in time and, more particularly, headspace?
It isn’t for everyone. But once you get into the swing of it, it only takes a few hours a week, most weeks.
Mmmm, shoe leather…
Good Article Andy, a nice summary of what’s involved in running a mISV :-)
I just want to give a shout out to Abbey as a suggestion for a business bank account (UK readers). The account is free, and it promises to be free forever. Like other business accounts they will charge for breaching certain predefined thresholds for a few types of transaction (mostly related to depositing cash and cheques). The bonus is there is no minimum amount of money required to be placed in the account each month, so this might be usefully for those at the early stages their mISV. Hope this is useful.
Great post on all the behind the scenes stuff that has to be focused on to successfully operate a small (and large!) business. While I’m a little late to finding this post, one thing I’d love to hear your experiences on is marketing. How did you spread the word about your product? What worked and what didn’t? You won’t have any taxes to pay or books to keep with people knowing about your product! :)
>How did you spread the word about your product?
That is a big topic. Some of it is covered in this post:
(part 1 of 6)
Andy – thanks for the quick reply and reference to your previous post about marketing. I didn’t get that far back into your archives but am now going to set aside a couple hours for reading them.
Hey Andy. You do not mention solicitors nor insurance in your list. Are these things you have had to arrange as well, or do your accountants generally advise on these matters?
So far I haven’t had to worry about solictors or product liability insurance. Your situation may be different, especially if you are in a country (e.g. USA) or market where you are more likely to get sued.
Hey, I’m UK based actually. I figured that solicitors got involved with parts like drawing up the licence for your software product, employee contracts (if you have any) and maybe the finer points of the company structure.
I was asking because it was suggested on the BusinessLink site, which I know is far from uISV oriented but I thought it might be an interesting startup task topic all the same.