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How I would start my next startup in Germany without a GmbH (2020)

richventures.com

31–40 of 238 posts

Re: How I would start my next startup in Germany without a GmbH (2020)

#31
I think that the concept of the GmbH in general is a good thing, although I share some of the complaints from the article, notably that getting it started still requires a lot of physical paperwork instead of digital processes. But requiring a starting capital of 25,000 Euros in exchange for limited liability is a fair deal. It is quite an effective barrier against a lot of scams (of course, it makes them not impossible). And no one hinders you to start a business without limited liability with zero Euros. Arguments that this is a major obstacle for startups therefore do not seem convincing to me. I worked as an IT freelancer for eight years before I founded my GmbH. Even without a GmbH I could include clauses of limited liability into my contracts. And if one could not in principle raise 25,000 Euros for a startup, it propably is not such a good business idea in the first place. Also note that you only have to pay half of the money into the GmbH at the beginning and only have to top up the amount when the first 12,500 Euros have been used up. In addition, you can use the capital to pay your own wages from the beginning, so in practice you can withdraw a considerable amount of money from the GmbH until it is profitable.

Re: How I would start my next startup in Germany without a GmbH (2020)

#32
post #17

> “In order to start a GmbH in Germany you will need to buy-in. While you can most likely lend the money, it’s a risk you need to keep in mind. If you’re a solo-entrepreneur, that’s a whooping 25.000€ for you.” That sounds pretty uncompetitive when compared to other EU countries such as Spain and the Netherlands, where it's 3000€ and 0.01€ respectively. In Ireland it's also 25.000€, but corporate taxes are much, much…

> In Ireland it's also 25.000€, but corporate taxes are much, much lower.

No it isn’t. Too lazy to look it up but I’d be shocked if it was €100. I’m Irish.

Re: How I would start my next startup in Germany without a GmbH (2020)

#33
post #22

Oh God, this thread will be the usual Germany bashing. There is nothing fundamentally wrong with how Germany handles corporations. The German corporate law is actually pretty good. If I could change two things, I would make IHK membership optional and allow free filings of the financial reports. These are changes that a willing government could implement in a heartbeat. And I think no country should handle corporatio…

I've started a UG in Germany. It is one of the worst professional experiences I've ever had. It's extremely cumbersome, bureaucracy heavy, slow and expensive. In addition I've never encountered as many scummy companies (GmbH or otherwise) as in Germany. Corporate rules and culture are both complete trash. For reference I've started companies in Sweden, and I can do the full process online in an afternoon. Probably le…

How did you do it? My UG was set up in two days, or three including the bank account, and cost, if memory serves well, 200 bucks ir so. Not the lowest anount because I do have a partner and we had some changes to the companies articles.

Re: How I would start my next startup in Germany without a GmbH (2020)

#34

I think this is one of the reasons why Germany doesn't have a startup ecosystem. People who are loosely playing with the idea of running their own tiny company (e.g. as a student side gig, not with the "I'm planning this like a businessperson and here's my plan how to turn it into a unicorn and how to exit" approach) take a look at the system and bureaucracy, and simply give up and forever write off the concept of ru…

As a student sidegig you can easily just found a small businesses for like 35 EUR and do business. There’s also GbRs that can theoretically be formed on a paper towel. Thought, it will probably not be easy to raise money this way.

Universities also provide consulting and crash curses for stuff like that.

Re: How I would start my next startup in Germany without a GmbH (2020)

#35
> The goal of an UG is to have limited liabilities from the start, however you need to convert it into a full GmbH, once you have generated €25.000. It still baffles me, that you need to buy your own shares in Germany, in order to receive the “status” and protection of being a fully incorporated company.

I hope I am not too far off the truth, please correct me if I am: "mbH" in "GmbH" means "mit beschränkter Haftung" = limited liability. In case of insolvency, creditors will only be paid from what the company has and that's where this money comes in. To avoid potentially screwing creditors over right from the beginning, (co)founders have to pay in that amount into the company pockets so that there is some money that could be used to pay creditors in case of insolvency (or half of that =12.5k€ and be personally liable for up to another 12.5k€ in case of insolvency, right?).

Also: Döner for 2€? Really? Good Döners in my city are 5-6€, I can't (and don't want to) imagine what a 2€-Döner must taste like.

Re: How I would start my next startup in Germany without a GmbH (2020)

#36
post #17

> “In order to start a GmbH in Germany you will need to buy-in. While you can most likely lend the money, it’s a risk you need to keep in mind. If you’re a solo-entrepreneur, that’s a whooping 25.000€ for you.” That sounds pretty uncompetitive when compared to other EU countries such as Spain and the Netherlands, where it's 3000€ and 0.01€ respectively. In Ireland it's also 25.000€, but corporate taxes are much, much…

Also you „only“ need 12500€ to start. Though you’re still liable for the full 25000€ if things go sideways.

Or you choose an UG, eith a stagerring capital requirement of 1, one, Euro. Having had both, a GmbH is easier when it comes to the everyday B2B stuff, people simply trust an GmbH more.

Re: How I would start my next startup in Germany without a GmbH (2020)

#38

I think this is one of the reasons why Germany doesn't have a startup ecosystem. People who are loosely playing with the idea of running their own tiny company (e.g. as a student side gig, not with the "I'm planning this like a businessperson and here's my plan how to turn it into a unicorn and how to exit" approach) take a look at the system and bureaucracy, and simply give up and forever write off the concept of ru…

It is stupidly easy to create a GmbH or UG, especially the UG. Also very cheap, if you push it two days are enough, will cost you around 100 bucks. And if you just want to run a side business, one that doesn't have the potential to ruin you, just run it as an independent income. You can even have your employees participate in your GmbH, either in enquity or profit. That most German start-ups don't simply means they w…

Filings will cost you at least 100/year for nothing. And you have to keep 25% of your profits you have 25k€.

All unnecessarily complex.

Re: How I would start my next startup in Germany without a GmbH (2020)

#39

Earlier quoted context omitted.

I've started a UG in Germany. It is one of the worst professional experiences I've ever had. It's extremely cumbersome, bureaucracy heavy, slow and expensive. In addition I've never encountered as many scummy companies (GmbH or otherwise) as in Germany. Corporate rules and culture are both complete trash. For reference I've started companies in Sweden, and I can do the full process online in an afternoon. Probably le…

How did you do it? My UG was set up in two days, or three including the bank account, and cost, if memory serves well, 200 bucks ir so. Not the lowest anount because I do have a partner and we had some changes to the companies articles.

Doing the notary/banking/incorporation/tax-agency dance took a while.

But that's only one part of the process. The continuous level of bureaucracy is really high too, and during the years I ran my corporation it never seemed to diminish.

Re: How I would start my next startup in Germany without a GmbH (2020)

#40
post #16

There is also the UK Ltd as an option. Can also be done from home. It’s a possible replacement for a UG or even GmbH. AFAIK SoundCloud initially used this model.

Not longer useful as with Brexit the Limited will not enjoy Limited protection in Germany.
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