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

richventures.com

231–238 of 238 posts

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

#231

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.

The UK hasn't got something similar to UG because it does not need to.

They made Ltd companies simple and cheap so that there is no need to complicate things like in Germany and most European countries.

Since the vast majority of companies are Ltd companies there isn't any connotation attached to them. You can just look the company up to check how old it is and to convince yourself of its 'trustworthiness'.

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

#232

I'm not sure this would fly well for Germany. Generally, in most European countries, if you're resident in one country and open a company in another one (and start paying corporate tax there) you need to prove there's a valid reason to have the company there. It can be hiring people there, having a director there, having an office, having your board meeting there. Otherwise the company where you reside can argue that…

I am wondering, too - how would you actually solve this issue if you have founders living in multiple countries, inside and outside the EU (created a new topic here https://news.ycombinator.com/item?id=31620700 )

I started a company across two countries and it's not a big issue. As long as you have some reason to incorporate in one country (eg. Director and shareholder in the country) you're good even if you have foreign partners.

I think there is a way to abuse this by having income of individuals in high tax country be received in low tax countries and held there until the individuals relocate to a low tax country. I believe if you were to accumulate income from different individuals in different high tax countries it would be hard for the tax department to prove the setup is done with the intent to avoid taxes. You could even reallocate shares dynamically to reflect how much money each party brought to the company.

You're trading taxes with trust in who is running the low tax company, though.

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

#233
post #67

Earlier quoted context omitted.

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

A crash curse sounds risky.

It would have been good enough to avoid at least one of the mistake done.

but yes, just relying on some crash course and nothing else is never recommendable

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

#234
post #67

Earlier quoted context omitted.

A crash curse sounds risky.

It would have been good enough to avoid at least one of the mistake done. but yes, just relying on some crash course and nothing else is never recommendable

I was just making a joke about the misspelling.

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

#235

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.

And you are not eligible for government startup funding support after you finish your degree, since it only supporte your first company ('exist' program).

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

#236

Earlier quoted context omitted.

And yet there is no successful German internet company on the scale of Amazon, Facebook, Netflix, Apple, Google. I claim the regulatory environment is a factor preventing such businesses being successful - why are are you so sure it couldn't be?

German people of the elder generation ( boomers ) are generally risk adverse. I would say that this is the biggest reason why.

Small things also. Bezos choose books for amazon since it is a perfect comodity with low consumer prices. You do not have to see the product to know what you will get. Then by using scale of volume they could reduce the sales price and become more attractive. The last step wouldnt have worked, since you are not allowed to sell books at different price in germany. Also if you ordered a book from a bookstore sometimes you had same day delivery to that bookstore or latest next day. Amazon mostly lifted of in Germany when they started to sell other stuff.

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

#237

Earlier quoted context omitted.

>If you never make any profit Sure but then that's not really anyone's goal starting a company in Germany. So ultimately you will have to deal with this issues if you don't fancy being homeless.

Payroll is a deductible cost and not taxed as profit

If payroll for you is too high you will learn the words 'verdeckte Gewinnausschuettung' the hard way.

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

#238
post #163

Earlier quoted context omitted.

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…

I wonder whether it would work to put that Max Mayer GmbH into a Lichtenstein Stiftung so that you can up and leave without paying exit taxes.
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