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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)

#161

Earlier quoted context omitted.

Well, isn't that exactly what is happening if you set up a US LLC or a UK LTD? You get limited liability and can set up the company with a couple hundred dollars or pounds. Why would that be a problem in Germany but not in these jurisdictions?

You can set up a UG for quasi nothing in Germany and it would be roughly equivalent to a US LLC or UK LTD with no capital. Thing is that almost no one does and the reason is that it is hard to do business as an UG because lack of trust as GP said. I can't tell you why it is like that in Germany, but I'm curious why it isn't like that in the US and the UK.

(german here and part time owner of a business as GbR - a rock band). I think it clearly comming from another tradition, businesses in germany start as person/owner funded than as externally funded. But the mentioned UG was to help change this state. Still, most partners/contractors would like to see a GmbH.

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

#162

Earlier quoted context omitted.

This level of compliance is so low that every business in Germany manages it. It is dirt cheap to outsource to a tax advisor, and in doing so no distraction at all. Product market fit doesn't matter if you are unable to run a business.

I don't think 1000€ per year for a yearly closing for a dormant company is "dirt cheap", but we might have different definitions of what constitutes "cheap".

Well, it is more like 800. And there is a difference between dormant, in my cade, and a holding. Because the holding is serving a purpose. The 800 are if you have someone do it for you, it is much less if you do it yourself. In case of a dormant company wothout activities it is easy enough. If you know how balance sheets work. I do, I'm just too lacy to do it myself. In the end, yes, all things considered 800 are cheap. After all, I have a mortgage.

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

#163
post #69

It's a clusterfck regardless of which way you do it. There are 3 problems with the structure he describes: (1) In the early days, you might find yourself being a 1-person business, with that 1 person living in Germany and all the business partners you might end up interacting with in real life would be in Germany (especially banks, regulators, etc.) In that situation, it's a bad look if you make your business partner…

I couldn't agree more. The whole situation is extremely complicated, especially if founders from multiple countries become involved. If you had to do it again, how would you incorporate in the future (basically what I am trying to figure out here https://news.ycombinator.com/item?id=31620700 )?

* Set up Topexpress UG (haftungsbeschränkt) with €2k in capital but no more. This needs to exceed the cost for the notary, otherwise it is technically insolvent as soon as the notary performs his services on behalf of that entity. It is 100% owned by you, Max Mayer.

* Set up "Topexpress UG (haftungsbeschränkt) & Co KG", a limited partnership (KG) with a limited partner who is you, Max Mayer, and a general partner who is "Topexpress UG (haftungesbeschränkt)". -- This is the entity through which you'll end up doing your day-to-day business.

* Here, "Topexpress" is a non-descriptive name that could stand for anything. You might think you know what your company will do, what its product is, and what the product is called. But you probably don't. So use a funny company name generator and make sure not to overdo actually mentioning the name of your company, except where the law requires it.

* If you anticipate that €100k per year will be more than enough for you to live on comfortably, then give your partnership a partnership agreement that says that profits below €100k go directly to the limited partner (you) who does all the work, and profits in excess of €100k go to the UG that, nominally, provides the capital.

* This is a very nice setup: As long as your earnings stay below €100k, the entity is just like the kinds of entities that craftsmen use. You can flexibly take money out of the business, debiting your partnership account or put money into the business, crediting the partnership account. That's a great structure for when you don't yet know how much money your business needs, but you anticipate that you have enough money in the bank yourself to bankroll it initially. Conversely, when your private finances get tight but you know you have excess earnings lying around in the business you can take money out of the business easily. It's as easy as a bank wire, with no immediate paperwork required. Your accountant just does the tally at the end of the year.

* Since this is pass-through taxation, it's also great for when you end up generating a loss. Say your business fails and you go back to work for someone else as an employee. You can then offset these losses against future earnings to reduce your future tax bill.

Now, let's say that after countless stumbles and pivots (think "the lean startup") you've figured out "Super Product". It's already making €80k in earnings per year, and you anticipate a lot of growth and interest from investors. It is at this point, not earlier for reasons of admin overhead, and not later for tax reasons, that you do the following (while having professionals help you with this):

* Incorporate Max Mayer GmbH, 100%-owned by Max Mayer.

* Incorporate Super Product Inc in Caymen, 100%-owned by Max Mayer GmbH.

* Draw up a sales contract between Max Mayer and Superproduct Inc wherein Max Mayer agrees to sell his ownership of Topexpress UG (haftungsbeschränkt) to Super Product Inc while simultaneously resigning as limited partner and renaming Topexpress UG (haftungsbeschränkt) to Super Product GmbH.

This last piece will be a taxable event but, technically, "Topexpress UG (haftungsbeschränkt)" has never made any money. All the money has always been earned and taxed by Max Mayer. So you have a good basis to argue for a low valuation, possibly even zero, vis-a-vis the taxman who does his valuations based on rulebooks and laws, rather than how a sane business person would value a business.

Getting that tax bill will give you a level of certainty that the taxman won't later find you holding a pile of money too big to ignore and retroactively try to tax you on it based on the fact that you tried to dodge the tax at the time when the taxable event actually happened.

After the transaction is through, you have a clean structure, namely all the Germans do business with Super Product GmbH (the legal successor of the entity they have been doing business with all aong), you have the Cayman Corp for doing business with investors and international players, and you have your alter ego holding that can collect capital gains while deferring the tax liability.

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

#164

Earlier quoted context omitted.

I never filed yearly accounts for the UG so afr, the first two years you don't have to. IHK sucks, I agree. GEZ isn't mandatory if you register your UG where you live, after all you pay already. All in all, I'd say cost of doing business. What's next, do we atart complaining that Lenovo isn't providong free laptops? Or that office space costs money?

> I never filed yearly accounts for the UG so afr, the first two years you don't have to. Could you provide a source for this claim? In a best-case scenario, where you have founded your company on Jan 1 2021, you so far would have still had to - hand in your initial balance sheet at the time of founding - hand in your Umsatzsteuervoranmeldung every month. Moreover, you will definitely have to - hand in your Umsatzste…

Well, no initial balance sheet required. Taxes are filed, of course. VAT had to be decleared, in theory, every month. You get reminders, so it can also be done for multiple months. Now, due to lack of revenue, I have to file a zero VAT declaration quarterly. And your deadlines are longer than if you eork with a registered tax advisor. That's why I said so far, I'll have to do all that this year, the 2021 balance sheet is due in 2023, no need to publish the latest in the Bundesanzeiger anyway. After all, that's par of the course of doing proper business, and cost of doing business.

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

#165

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. Having gone through the process (and a rather smooth one at that), I can say with absolute confidence that this is not true at all. 1) Talking to the notary alone and arranging the details (articles of organization, fees – as the notary might try to rip you off –, and t…

point 1) "as the notary might try to rip you off" i'd like to see an example. The position of the notary is the neutral one on signing deals OR notfifying the documents you sign to give you an undisputable legal binding document. Any notary trying to rip you off is walking dangerously close to immediately loosing his job - forever.

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

#166

Earlier quoted context omitted.

I never filed yearly accounts for the UG so afr, the first two years you don't have to. IHK sucks, I agree. GEZ isn't mandatory if you register your UG where you live, after all you pay already. All in all, I'd say cost of doing business. What's next, do we atart complaining that Lenovo isn't providong free laptops? Or that office space costs money?

> I never filed yearly accounts for the UG so afr, the first two years you don't have to. I've never heard about this and also can't find any sources for that when googling. Could you post an article that describes why a UG wouldn't have to file a "Jahresabschluss" in the first two years?

You need one for every year, you don't have to publish them. As an other comment elaborated, if you incorporated in 2021 you have to file you 21 balance sheet by end of 2022. Depending on when you incorporated in 21 it can be two years. You don't have to publish the latest ones in the Bundesanzeiger so.

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

#167

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. Having gone through the process (and a rather smooth one at that), I can say with absolute confidence that this is not true at all. 1) Talking to the notary alone and arranging the details (articles of organization, fees – as the notary might try to rip you off –, and t…

point 1) "as the notary might try to rip you off" i'd like to see an example. The position of the notary is the neutral one on signing deals OR notfifying the documents you sign to give you an undisputable legal binding document. Any notary trying to rip you off is walking dangerously close to immediately loosing his job - forever.

Plus, notaries are working on standardized fees. No ripping of to be had. Settimg up special charters is diffnrent so, but those are best done by a specialized lawyer anyway.

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

#168

Earlier quoted context omitted.

Ok, got it. My point was that you need to found a parent company in general. As I'm Austrian it doesn't matter if it's in the US, Canada, Singapore or Cayman Islands.

True, as Europeans we are basically always disadvantaged and need to set up a new entity to be able to receive an investment from YC (or likely most US investors).

A lot of US investors have, afaik, EU branches. Plus, you can easily have foreign owners of RU entities. YC is special because they refuse to go throigj the pain of doing so. Fair enough I guess, considering the number of investments they do.

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

#169

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. Having gone through the process (and a rather smooth one at that), I can say with absolute confidence that this is not true at all. 1) Talking to the notary alone and arranging the details (articles of organization, fees – as the notary might try to rip you off –, and t…

Couldn’t agree more.

I went through the same process multiple times in the past and every step on the way (like you describe) is complicated, expensive, slow and error-prone. And I am actually fluent in German. I can’t imagine how someone would navigate the process without speaking it.

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

#170

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. Having gone through the process (and a rather smooth one at that), I can say with absolute confidence that this is not true at all. 1) Talking to the notary alone and arranging the details (articles of organization, fees – as the notary might try to rip you off –, and t…

point 1) "as the notary might try to rip you off" i'd like to see an example. The position of the notary is the neutral one on signing deals OR notfifying the documents you sign to give you an undisputable legal binding document. Any notary trying to rip you off is walking dangerously close to immediately loosing his job - forever.

I would have to look up the exact details but I was basically following the standard "Musterprotokoll" to found my company, with one tiny difference/change somewhere. Well-established court rulings said that this change didn't make a difference regarding the notary fees. The notary still charged me for it. When I pointed out the court rulings to them, their response was basically "Right, sorry, we forgot".

I have heard about several other cases like that from friends.

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