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

richventures.com

221–230 of 238 posts

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

#221
post #26

Earlier quoted context omitted.

The loophole I've successfully used in the past in Austria was to incorporate a Ltd in the UK and operate it in Austria (similarly to how, in the U.S. The free movement provision, which is one of the central pilhars of the E.U., extends to free movement of legal persons, and does not end with free movement of natural persons. The UK is no longer in the EU, but you could go with the Republic of Ireland or Malta.

Couldn't Austria come after you and say you're running an Austrian company, given you're an Austrian business with no ties to the UK? I'd recommend talking to an accountant. In Italy or Spain this wouldn't fly 100%, it would even be a criminal charge (foreign dressed companies).

> Couldn't Austria come after you and say you're running an Austrian company

They would, and you would indeed have to do accounting according to Austrian rules and pay taxes in Austria, etc. ...so you wouldn't do it for that reason.

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

#222

> Kebab costs 2€ This is a very very outdated price, and as far as I remember it was only possible due to some very doggy things going on. Even a few years back the price was around 3.5€ (in cheaper areas of Germany). Before COVID the price was more around 4-4.5€. Now it's 6€. (Prices based on cheaper areas of Germany).

Not that long ago REWE sold Döner for 2€-2.50€ in 2020 in (not so cheap) southern germany. All the actual Döner shops cost 5€+ though.

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

#223

Earlier quoted context omitted.

I had two companies, GmbH (no merged and disolved) and a dormant UG. Never filed an initial balance sheet for either.

That's interesting. Tax authorities (in NRW) very explicitly asked me for one a few months after I had incorporated.

I'm in Bavaria, and to the best of my recolection I never filed one. But then it was a cash-only incorporation, and honestly I don't remember all the files and formulars I filled and signed. Maybe there are exceptions to this under certain circumstances...

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

#224
post #64
post #10

Bruh, 2 Euro for a Döner?

Sounds disgusting, doesn't it? The average kebab is more like 4.50 where I live and even that is suspiciously cheap.

Yeah and with the inflation hitting everything right now 4.50 is really cheap.

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

#225
post #82

Earlier quoted context omitted.

That’s not correct. Creating a UG will set you back hundreds of EUR for notary fees, commerce registry entries etc. And you have to prepare your annual accounts, which, if you let a professional handle it, will easily cost you hundreds more

I love how being compliant, taxes, accounting, other regulations seems to be such a hard thing for people looking for millions of VC money while litterally thousands of companies do so every day. I do see a pattern there so, after all ignoring regulations is still a viable business model for SV companies.

> I love how being compliant, taxes, accounting, other regulations seems to be such a hard thing for people looking for millions of VC money while litterally thousands of companies do so every day.

Here is the thing: Most of these "startups" are never raising any money, let alone millions. The burden of regulation should be split into pre-raising and post-raising. (Many governments have figured that out with income, like if you have less than xx.xxx per year, you can get away from some reporting).

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

#226

I will play devil's advocate and defend some parts of the German system. Although my actual personal opinion of some of those institutions may vary, I will try very hard to keep this simple and just take the opposing side. - IHK: Not bad, see German apprenticeship system - GEZ: Not bad, see American media landscape (e.g. Fox News vs. CNN) - Paying 25.000 € for your own GmbH shares: (1) These are not shares. (2) There…

The holding allows you to defer paying the taxes on the sale of the startup as part of an investment round to simply restructure the company. You don’t have to pay taxes now on gains that aren’t liquid, and if the startup goes bust u just count the losses against the gains and u get zero tax burden.

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

#227
post #65

Earlier quoted context omitted.

Don’t you need to operate branches in each country if you do that?

You do, you don't need a local legal entity but having one makes a lot of things easier. E.g. employment and profit allocation. The latter has serious tax implications.

Sure, but now you spend a nontrivial amount of time and attention on logistics. Costs can be a couple k Euro per branch per year, depending on what deals you can strike with accountants. You also need to make sure you always respond to mail from authorities in both countries, in time.

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

#228

Earlier quoted context omitted.

Speaking of paying taxes, that's much harder than it needs to be too. I did my corporate Swedish taxes between sets at the gym (no exaggeration). Would reply below, but reached thread max depth. That tax advisor I got was really scummy and way over charged in addition to being an ongoing headache to deal with.

See, that's why I never filed taxes in Germany in my live so far. Tax advisories are cheap ebough and so much better at doing it.

You’re talking about faster horses, while GP is trying to say that if the tax system is simple, you don’t need advisories AND it takes 5 mins.

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

#229

Earlier quoted context omitted.

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.

.. and you are personally liable for anything damages caused by the business.

Can't this be overridden (mostly) by simply specifying liability limit in all your contracts?

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

#230
post #227

Earlier quoted context omitted.

You do, you don't need a local legal entity but having one makes a lot of things easier. E.g. employment and profit allocation. The latter has serious tax implications.

Sure, but now you spend a nontrivial amount of time and attention on logistics. Costs can be a couple k Euro per branch per year, depending on what deals you can strike with accountants. You also need to make sure you always respond to mail from authorities in both countries, in time.

And if you don't you face an investigation by authorities. And they will reclaim due social security and taxes. And you face a potential court case. All of which is a lot more expensive. Not to mention that managers and directors already went to jail for stuff like that.

And all that to safe a couple of bucks because smart start-up founders can't wrap their head around the simplest legal principles and requirements.

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