We Got a $60k Tax Penalty for a Zero-Revenue Side Project
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Our pain point was simple: we hated fighting with PowerPoint/Google Slides. We just wanted to write content and get nice slides without babysitting fonts, sizes, alignment, colors, and 19 different "Title + Subtitle" layouts that all somehow looked bad.
So we built a prototype: a tiny click-together slide builder. Then we decided clicking was too slow and turned it into a full markdown-to-slides thing. Write markdown in, pretty slides out. Easy.
Then, like every good side project, we started bolting on features: Image uploads, PDF generation via API, AI integration and more and more stuff nobody had actually asked for....
Somewhere in there, in peak "we're definitely the next unicorn" mode, we incorporated a US company through Stripe Atlas. To feel extra serious, we issued ourselves 10,000,000 shares. Because that's what real startups do, right?
Then we went back to happily shipping features and... not so happily not. shipping a single paid plan.
(fast-forward about a year and a half)
One day a colleague messages us:
> "Hey, the federal portal says we owe $60,000 in penalties for not filing a tax return."
We all experienced the same full-body heat wave usually reserved for production database drops.
(Note for readers: We are originally from the EU, where if a company has no income, it doesn't pay any taxes and if you receive a fine, it is usually a few hundred euros max)
And so we learned something interesting: the number of shares you issue can influence how various fees and penalties are calculated. Which is nice to know BEFORE you click 10,000,000.
We spent days and nights reading IRS docs, emailing people, trying to understand if we'd just bankrupted a project that didn't even have a pricing page.
In the end, the solution was hilariously boring:
1) We filed a zero-revenue tax return.
2) The online system recalculated everything.
3) Our terrifying $60k penalty turned into something around $1500, which we paid.
Crisis kind of averted.
Then the end of the next year approached and we all had the same thought: "We're not doing this again."
Technically, we probably could have just ignored the company and let it die a slow legal death. But we're those annoying people who like things "done properly", so we paid roughly another $2,000 to have someone help us shut the company down the right way.
Total bill for our "we're definitely founders now" moment: aprox. $3,500 and a lot of stress and $0 in revenue.
After that, we basically put the project to sleep. Everyone had their own businesses, and this was a sufficiently painful lesson.
Except... we never stopped using it.
Internally, we kept generating all our slides with it. And honestly? The output still feels great. It's fast, it looks good, and once you get used to it, going back to Google Slides or Keynote feels like trying to design posters in Excel.
Recently, AI helped us refactor a bunch of the code, polish things, and add features we always wanted but never had the energy to implement.
So now the project is alive again at slidepicker.com.
The two takeaways from all this:
1. Don't incorporate (especially in another country), until you have at least one paying customer. It may be better to wait until these customers generate a stable income.
2. If you do incorporate, talk to someone who actually understands taxes before you excitedly type "10,000,000 shares" into a form.
And if you just want nice slides from markdown without accidentally speedrunning US corporate law, you can play with it at slidepicker.com.
The author received a $60k tax penalty for a zero-revenue side project, sparking a discussion on tax obligations for inactive businesses and incorporation strategies.
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> "Hey, the federal portal says we owe $60,000 in penalties for not filing a tax return."
That doesn't sound like they're asking you to pay tax on your $0 income business. It sounds like you need to pay a fine for not filing a tax return.
What's a "normal" fine anyway? The point of having a fine being a large sum of money is to create incentive so you to do the thing they want you doing, which you didn't do.
In fact, the fine was actually what we paid (minimum tax + missed deadline + interest).
“Normal fine”: We just didn't expect you to be able to incorporate a company and if you miss the tax payment deadline, you will receive a fine 100 times higher than the cost of incorporating the company, no matter what.
But of course, I don't recommend our way. Don't do it. It was wrong. Pay your taxes. Fill out all the required documents.
At the same time, with a C corp, only the company itself is liable for taxes and fines, not its founders. If a company does not have sufficient funds, it cannot operate, and there is a process for automatically dissolving the company (after several years, if you have no outstanding obligations to third parties, no fraud intentions, etc.). We didn't want to do this and be left with an unpaid bill in our minds.
>The big reason why C corps are preferable is because S corporation shareholders can only be people -- not other businesses, like VC firms. (S corps also can't issue preferred stock.) An S corporation can't take venture capital without first reverting back to C corp status. But an S corporation can save a lot of money on taxes
https://news.ycombinator.com/item?id=13784
ie: if you're making $100/mo (talk to your tax advisor), but if you're clearly making $3k+/mo then you should have a plan to incorporate, file taxes, etc. (and should also be talking to your tax advisor).
It helps to cool my jets when my brain gets into "unicorn mode" ... do I have 30 people RIGHT NOW who will pay me $100/mo? Am I supporting 3 customers who are each paying me $1000/mo? Are 300 people beating down my door to pay me $10/mo?
...probably not... and if they were? Then you've got the beginnings of a company and should start with the paperwork!
Talk to your tax advisor? https://www.google.com/search?q=business+bank+account+requir... ?
If you're working with a business that wants to be writing checks to a business, then it sounds like you need to have your own business?
...but consider that you have ~$5k/yr "off the table" of your own business expenses, and I'd still stand by the suggestion that you'd want to have a clear revenue or expense plan that gets you to at least the minimum bar of $14.6k (ie: where $5k is 30% of your proposed income) before you get too excited about filing business paperwork.
However, we thought that starting a company would motivate us because we would be "commited" and this would demonstrate to each other that we were serious about it, given that we all had other jobs. And to this day, I still think it has some meaning.