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

richventures.com

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

#51

Earlier quoted context omitted.

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.

And I would assume this trust comes, partly, from a 25k EUR "real business" bar.

Exactly. And to be honest, if you don't have 25k it is going to be hard to start a business anywa. Plus, you don't need that amount in a bank account as a minimum.

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

#52
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…

Is it a possible for a solo founder in Germany to register an Estonian Business? I had the impression (althought i'm not sure about it and would happily be corrected) you would need to apply for e-residency and need a local contact person for bookkeeping + banking. With the yearly costs being higher than just going for a Gewerbe / UG + local (german) tax advisor.

Would having a "foreign" company have any disadvantages comparing to a german company?

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

#53
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.

You are right. Creating a Public Limited Company is 25000€, but you can create a Limited Company instead for ~€300 (including VAT)

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

#54

Earlier quoted context omitted.

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…

>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. What about the required 25k to start a GmbH?

Nowadays it is 12,5 and it becomes the capital of the company which you can use to buy infrastructure and for the payroll.

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

#55

Earlier quoted context omitted.

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.

Like what? Notary and bank, sure, that's a requirement. Tax consultabt? Unless you want to do your own accounting you need one, easy enough to send invoices and bank statements once per month. Every company needs accountants to keep the books. I do it once per quarter now for the basically dead UG, it just exists as an empty shell for now.

Regardless of jurisdiction, the bureaucracy will be there. Someone would want you to pay taxes after all.

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

#56

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…

While you can quickly set up the legal entity, getting a tax number can take months (https://www.selbststaendig.de/wissen/steuernummer-beantragen). The last time we set up a company in Germany it took more than 6 weeks to get a tax number.

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

#57
post #47

Does anyone know if having a Gewerbe would be just as difficult to transition to a C-Corp? The whole process of registering a UG or GmbH is ... not so straightforward while registering a Gewerbe (especially if using the Kleingewerberegelung) sounds like a good starting point. Not sure if you can raise money that way though.

If you simply register a "Gewerbe" you are personally liable for any damages the business incurs.

Yes, but are there many risks for a digital startup? (Serious question, i can't really think of any)

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

#58

Earlier quoted context omitted.

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…

While you can quickly set up the legal entity, getting a tax number can take months ( https://www.selbststaendig.de/wissen/steuernummer-beantragen ). The last time we set up a company in Germany it took more than 6 weeks to get a tax number.

Oh, forgot about that... VAT numbers as well. Go through a tax cobsutancy and it is faster, did that twice.

I see this as being seperate from incorporating so, as everyone is affected by slow tax authorities.

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

#59
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…

It's 1€ (or more on your choice, usually ~100€) in Germany, if you go with a UG instead.

You also don't "pay" 25k, it's more like your GmbH has to have constant reserves of 25k used in case of an insolvency. Through this means:

1. It's not limited "cash", but can also include e.g. a bought office room, machinery or even resources (it just must always be equal or above 25k at any point in time eve if the company also has 50k dept) (through I'm not sure if it can be 100% non-cash, also only cash for a UG I think)

1.1. Which means it's much less big of a deal for a classical company, as e.g. office+car+machinery can easily be 25k+.

2. You get it back if the company is dissolved without insolvency.

Lastly you can start a GmbH with 12.500€ but then you are liable for the missing 12.5k in case of an insolvency.

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

#60

Earlier quoted context omitted.

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.

And I would assume this trust comes, partly, from a 25k EUR "real business" bar.

Yes, thats also why a UG is at least 1€ and a GmbH at least 25k€ but can be more.

Especially given that the money (through not for a UG) can also be non "cash", but e.g. a office you brought or machinery.

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