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Starting A Business: Why Does Formal Business Registration Matter?
Starting A Business: Why Does Formal Business Registration Matter?
In 1850 Isaac Merritt Singer invested $40 Why does formal business company may matter when entrepreneurs
and 11 days of work to come up with a revo- registration matter? choose the legal form for their new com-
lutionary approach to sewing—a needle that The legal registration of businesses is ben- pany. In 2009 Rwanda revamped its busi-
moved up and down, interlacing thread as it eficial for various reasons. Legal entities can ness start-up process, making it easier and
punctured the cloth.1 A year later he formed outlive their founders. Resources are pulled cheaper to set up a limited liability company
together as shareholders join forces to es- by establishing a one-stop shop and cutting
I.M. Singer & Company, a general partner-
tablish a company’s capital. Formally regis- the cost from about $350 to only $45. The
ship with New York lawyer Edward C. Clark.
tered companies have access to services and impact of these reforms showed in the share
Singer and Clark quickly became wealthy institutions from courts to banks as well as to of limited liability companies among new
new markets—benefits that are not available start-ups. In 2008 the number of newly reg-
from the business. Singer also became
to unregistered firms. And where firms are istered limited liability companies was about
wealthy in another way: he is thought to
formally registered, their employees can also the same as the number of newly registered
have had more than 20 children. Wishing
benefit from protections provided by the law. sole proprietorships. By 2010 almost 4 of
to protect the business and its assets from every 5 newly registered enterprises were
protracted court battles between Singer’s The legal form under which a company is limited liability companies.
heirs, Clark persuaded Singer to dissolve the registered also matters. Limited liability
partnership and form a limited liability cor- companies—the type of company that Doing Making the process of business incorpora-
poration, Singer Manufacturing Company, Business focuses on—limit the financial tion easy also has broader benefits for the
in 1863. The company continues to produce liability of company owners to their invest- economy. A growing body of empirical
ments, giving entrepreneurs more freedom research has explored the links between
sewing machines today that are widely used
to innovate because their personal assets business entry regulation and social and
around the world.
are not put at risk. Sole proprietorships do economic outcomes. Using data collected
Rich or poor, men and women around the not provide this kind of protection but can from company registries in 100 economies
world seek to run and profit from their own usually be set up with fewer procedures and over 8 years, analysis found that simple busi-
at lower cost.2 ness start-up is critical for fostering formal
businesses. But these entrepreneurs will not
entrepreneurship.3 Cumbersome regulations
all have the same experience in establishing
Evidence from Rwanda suggests that the and administrative procedures for starting a
a new company. Regulations governing busi-
costs for incorporating a limited liability business are found to be associated with a
ness start-up vary greatly across economies,
in some cases making the cost of formal
Figure 1 What are the time, cost, paid-in minimum capital and number of procedures to get a local
business registration nearly prohibitive. limited liability company up and running?
smaller number of legally registered firms, Figure 2 Sub-Saharan Africa, Eastern Europe & Central Asia still lead in start-up reforms
greater informality (a finding particularly
Number of Doing Business reforms making it easier to start a business by Doing Business report year
relevant for many developing economies), a
Total
smaller tax base and more opportunities for number of
DB2005 DB2006 DB2007 DB2008 DB2009 DB2010 DB2011 DB2012 reforms
corruption.4
Sub-Saharan
Africa 80
A recent study finds that barriers to starting (46 economies)
a business are significantly and negatively Eastern Europe
correlated with business density, calculated & Central Asia 72
(24 economies)
as the total number of businesses registered
OECD
as a percentage of the economically ac- high income 55
tive population (ages 15–64) that year. For (31 economies)
Paid-in minimum capital (% of income per capita) Not surprisingly, the economies that
OECD high income 45.9 originally introduced the minimum capital
14.1
Eastern Europe 59.0
requirement have long since removed it. And
& Central Asia 10.0 since 2005, 57 economies have reduced or
East Asia & Pacific 51.2
19.1 eliminated their requirement, lowering the
107.4
South Asia
20.1 797.1
average paid-in minimum capital require-
Middle East ment globally from 184% of income per
& North Africa 86.7
Sub-Saharan Africa 280.5 capita to 49%.
129.8
Latin America 15.0
& Caribbean 4.3 Madagascar is among them. After the coun-
0 49.1 50 100 150 200 250 300 700 800 try reduced its minimum capital requirement
by more than 80% in 2006, the number
of newly registered companies as a share
Note: The data sample for DB2006 (2005) includes 174 economies. The sample for DB2012 (2011) also includes The Bahamas, of existing ones grew from 13% to 26%. In
Bahrain, Brunei Darussalam, Cyprus, Kosovo, Liberia, Luxembourg, Montenegro and Qatar, for a total of 183 economies. DB2006 data
are adjusted for any data revisions and changes in methodology and regional classifications of economies.
2010/11 Madagascar abolished the mini-
Source: Doing Business database. mum capital requirement altogether.
Doing Business 2012 starting a business 4
Table 2 Who made starting a business easier in 2010/11—and what did they do?
Feature Economies Some highlights
Simplified registration Benin; Bhutan; Burkina Faso; Cameroon; Central African Republic; Chad; Chile allowed free online publication for new companies, ended the
formalities (seal, publi- Chile; Colombia; Democratic Republic of Congo; Côte d’Ivoire; Dominican requirement for an inspection of premises by the tax authority before
cation, notarization, Republic; Georgia; Greece; Guyana; Indonesia; Panama; Peru; Puerto Rico new companies can start operations and started granting an immediate
inspection, other (U.S.); Rwanda; Senegal; Solomon Islands; South Africa; Spain; Tajikistan; temporary operating license to new companies. This cut procedures by 1,
requirements) Timor-Leste; Tonga; Turkey; United Arab Emirates; Uzbekistan; Vanuatu time by 15 days and cost by 23%.
Created or improved Armenia; Guinea-Bissau; Liberia; Malaysia; Mali; Moldova; Montenegro; Liberia introduced a one-stop shop bringing together the agencies
one-stop shop Oman; Saudi Arabia; Taiwan, China; Thailand; Uruguay involved in registration under a single roof. This eliminated 1 procedure
and reduced start-up time by 14 days. Uruguay launched a one-stop shop
for registering with the commercial registry, tax authorities and social
security. This cut procedures by 6, time by 58 days and cost by 33%.
Abolished or reduced Jordan; Latvia; Madagascar; Portugal; Syrian Arab Republic Portugal eliminated its paid-in minimum capital requirement. Jordan
minimum capital reduced its requirement from 1,000 Jordanian dinars to 1.
requirement
Cut or simplified Bosnia and Herzegovina; Qatar; São Tomé and Príncipe; Ukraine São Tomé and Príncipe eliminated the requirement for an operating
postregistration license for general commercial companies, reducing start-up time by 134
procedures (tax days.
registration, social
security registration,
licensing)
Introduced or Hong Kong SAR, China; Republic of Korea; Solomon Islands The Solomon Islands introduced a paperless registration system allowing
improved online users to register a company, update company details and make a com-
procedures pany name search online. This reduced start-up time by 14 days. Korea
introduced a new online system for business registration and postregistra-
tion, cutting 3 procedures and 7 days from the start-up process.
Source: Doing Business database.
Table 3 Good practices around the world in making it easy to start a business Zealand launched the first online registration
Practice Economiesa Examples system in 1996. Its use has been mandatory
Putting procedures online 110 Hong Kong SAR, China; Kuwait; FYR Macedonia; New Zealand; Peru; since 2008. Canada’s registration process
Puerto Rico (U.S.); Singapore has been entirely paperless since 2006. And
Having a one-stop shop 83 Bahrain; Burkina Faso; Georgia; Republic of Korea; Uruguay; Vietnam online services are increasingly being offered
Having no minimum 82 Kenya; Madagascar; Portugal; Rwanda; United Arab Emirates; United in developing economies.
capital requirement Kingdom
a. Among 183 economies surveyed.
What drives the automation of registries?
Source: Doing Business database.
The motivation to reduce the time and cost
even more effective, many economies assign numbers. The aim was mainly to save time for business registration as well as to im-
unique company ID numbers. This allows all prove access for smaller firms operating at a
and reduce errors caused by companies’ use
government services to easily identify new distance from the registrar’s offices (in many
of different ID numbers.
and existing companies and to cross-check economies entrepreneurs still must travel
information. Using information and to the capital city to register a business).
Growing demands for company information
communication technology
Malaysia introduced its first smart ID card within government for regulatory oversight
Electronic registration is possible in more and audit purposes—and the consequent
for companies, Mykad, in 2001, and its latest
one, an automated version called MyCoID, than 80% of high-income economies but need for government databases to share
in 2010. India uses a unique company only about 30% of low-income ones. Several information. And revenue opportunities aris-
ID number for multiple tax registrations. economies with the fastest business start-up ing as businesses and financial institutions
Singapore introduced a single ID number offer electronic registration—New Zealand, seek company information to inform their
for all company interactions with govern- Australia, Singapore, Canada, Portugal, risk analysis of potential trading partners and
ment in January 2009, replacing multiple ID Denmark and Estonia (table 4). New borrowers.
ranking on the ease of starting a business is popular among domestic firms is chosen. Does not include time spent gathering information
the simple average of the percentile rankings Information on the most popular form is Each procedure starts on a separate day
on its component indicators (figure A.1). obtained from incorporation lawyers or Procedure completed once final document is received
the statistical office. No prior contact with officials
••Operates in the economy’s largest busi- Cost required to complete each procedure
ness city. (% of income per capita)
Figure A.1 Starting a business: getting a local
limited liability company up and Official costs only, no bribes
••Is 100% domestically owned and has 5
running No professional fees unless services required by law
owners, none of whom is a legal entity.
Rankings areRankings
based onare based on 4 indicators
4 subindicators ••Has start-up capital of 10 times income
Paid-in minimum capital (% of income per capita)
Funds deposited in a bank or with a notary before
Preregistration, As % of income per capita at the end of 2010, paid in cash. registration (or within 3 months), as a % of income
registration and per capita, no per capita
postregistration bribes included ••Performs general industrial or commercial
(in calendar days) activities, such as the production or sale
accountants or lawyers, unless the use of
to the public of products or services. The
such a third party is mandated by law. If
25% 25%
business does not perform foreign trade
the services of professionals are required,
Time Cost activities and does not handle products
procedures conducted by such professionals
subject to a special tax regime, for ex-
25% 25% on behalf of the company are counted sepa-
Procedures Paid-in ample, liquor or tobacco. It is not using
minimum rately. Each electronic procedure is counted
capital heavily polluting production processes.
separately. If 2 procedures can be completed
••Leases the commercial plant and offices
Procedure is Funds deposited in a bank or
through the same website but require sepa-
completed when and is not a proprietor of real estate.
with a notary before registration rate filings, they are counted as 2 procedures.
final document
is received
and up to three months ••Does not qualify for investment incentives
following registration, as % of
income per capita or any special benefits. Both pre- and postincorporation procedures
••Has at least 10 and up to 50 employees 1 that are officially required for an entrepreneur
After a study of laws, regulations and pub- to formally operate a business are recorded
month after the commencement of opera-
licly available information on business entry, (table A.1).
tions, all of them nationals.
a detailed list of procedures is developed,
along with the time and cost of complying ••Has a turnover of at least 100 times in-
Procedures required for official correspon-
with each procedure under normal circum- come per capita.
dence or transactions with public agencies
stances and the paid-in minimum capital ••Has a company deed 10 pages long. are also included. For example, if a company
requirements. Subsequently, local incorpo- seal or stamp is required on official docu-
Procedures ments, such as tax declarations, obtaining
ration lawyers, notaries and government
officials complete and verify the data. A procedure is defined as any interaction of the seal or stamp is counted. Similarly, if a
the company founders with external parties company must open a bank account before
Information is also collected on the sequence (for example, government agencies, lawyers, registering for sales tax or value added tax,
in which procedures are to be completed auditors or notaries). Interactions between this transaction is included as a procedure.
and whether procedures may be carried company founders or company officers and Shortcuts are counted only if they fulfill 4
out simultaneously. It is assumed that any employees are not counted as procedures. criteria: they are legal, they are available
required information is readily available and Procedures that must be completed in the to the general public, they are used by the
that all agencies involved in the start-up pro- same building but in different offices are majority of companies, and avoiding them
cess function without corruption. If answers counted as separate procedures. If founders causes substantial delays.
by local experts differ, inquiries continue have to visit the same office several times
until the data are reconciled. for different sequential procedures, each Only procedures required of all businesses
is counted separately. The founders are are covered. Industry-specific procedures
assumed to complete all procedures them- are excluded. For example, procedures to
selves, without middlemen, facilitators, comply with environmental regulations are
Doing Business 2012 starting a business 8
included only when they apply to all busi- spends on gathering information is ignored. It needs to deposit in a bank or with a notary
nesses conducting general commercial or is assumed that the entrepreneur is aware of before registration and up to 3 months fol-
industrial activities. Procedures that the all entry requirements and their sequence from lowing incorporation and is recorded as a
company undergoes to connect to electric- the beginning but has had no prior contact with percentage of the economy’s income per
ity, water, gas and waste disposal services any of the officials. capita. The amount is typically specified in
are not included. the commercial code or the company law.
Cost Many economies require minimum capital
Time Cost is recorded as a percentage of the econ- but allow businesses to pay only a part of it
Time is recorded in calendar days. The measure omy’s income per capita. It includes all official before registration, with the rest to be paid
captures the median duration that incorpora- fees and fees for legal or professional services after the first year of operation. In Italy in
tion lawyers indicate is necessary in practice to if such services are required by law. Fees for June 2011 the minimum capital requirement
complete a procedure with minimum follow-up purchasing and legalizing company books are for limited liability companies was €10,000,
with government agencies and no extra pay- included if these transactions are required by of which at least €2,500 was payable before
registration. The paid-in minimum capital
ments. It is assumed that the minimum time law. The company law, the commercial code
recorded for Italy is therefore €2,500, or
required for each procedure is 1 day. Although and specific regulations and fee schedules
9.9% of income per capita. In Mexico the
procedures may take place simultaneously, are used as sources for calculating costs. In
minimum capital requirement was 50,000
they cannot start on the same day (that is, the absence of fee schedules, a government
pesos, of which one-fifth needed to be paid
simultaneous procedures start on consecutive officer’s estimate is taken as an official source.
before registration. The paid-in minimum
days). A procedure is considered completed In the absence of a government officer’s esti-
capital recorded for Mexico is therefore
once the company has received the final docu- mate, estimates of incorporation lawyers are
10,000 pesos, or 8.4% of income per capita.
ment, such as the company registration cer- used. If several incorporation lawyers provide
tificate or tax number. If a procedure can be different estimates, the median reported value The data details on starting a business can
accelerated for an additional cost, the fastest is applied. In all cases the cost excludes bribes. be found for each economy at http://www
procedure is chosen. It is assumed that the .doingbusiness.org by selecting the economy
entrepreneur does not waste time and com- Paid-in minimum capital in the drop-down list. This methodology was
mits to completing each remaining procedure The paid-in minimum capital requirement developed in Djankov and others (2002) and is
without delay. The time that the entrepreneur reflects the amount that the entrepreneur adopted here with minor changes.
Notes References
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