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Bootstrapping a SaaS Business in Germany: How I did it

lukashermann.dev

81–90 of 110 posts

Re: Bootstrapping a SaaS Business in Germany: How I did it

#81

Earlier quoted context omitted.

German here. You mean the German education system that has been going down the last 2-3 decades? Are you even aware that the German tax system is redirecting tax income from smaller companies to richer ones (e.g. if they soon introduce "reduced electricity prices" for some heavy industry companies)? Are you aware that the system taxes employees relatively high and companies and capital income pretty low with thousand…

I am sorry but you can not work in the company or build a company in the country and avoid taxes. Your taxes go directly into these things. All the rest of the society has to pay taxes, they can't avoid taxes on their car via an elaborate foreign holding structure. The only way to change it to your liking is via politics, or build it in a different country respecting their rules. Get involved in local politics, espec…

>I am sorry but you can not work in the company or build a company in the country and avoid taxes.

Literally all billionaires and big companies are doing it.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#82
post #56

Earlier quoted context omitted.

What most people do not understand about muhaaa's comment is the dry-income problem. How to bankrupt yourself in 3 easy steps: 1. Incorporate a UG (small limited liablity entity, sometimes called baby GmbH) with 100€ capital base and you owning 100% of stock. 2. Raise Venture Capital, let's say 1M€ for 10%, making your company worth 10M€. 3. Move out of Germany. 4. Receive a letter from the Tax Authority that you are…

Yes, the recently introduction of a stricter exit tax bit me too, before that I would have entertained the idea of moving across the border to Belgium or Netherlands (both literally less than 5km away). My tax accountant was of the opinion that the recently passed German exit tax will eventually be overturned by EU courts since it contradicts freedom of movement within the EU, but that will likely take years... For w…

Tax accountants are very unlikely to be better at predicting EU court decision than the layman. In other words… there are very many laws that hinder EU freedom of movement in an economic sense without being struck down. Member states get a lot of leeway in designing local tax laws.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#83

Earlier quoted context omitted.

German here. You mean the German education system that has been going down the last 2-3 decades? Are you even aware that the German tax system is redirecting tax income from smaller companies to richer ones (e.g. if they soon introduce "reduced electricity prices" for some heavy industry companies)? Are you aware that the system taxes employees relatively high and companies and capital income pretty low with thousand…

I am sorry but you can not work in the company or build a company in the country and avoid taxes. Your taxes go directly into these things. All the rest of the society has to pay taxes, they can't avoid taxes on their car via an elaborate foreign holding structure. The only way to change it to your liking is via politics, or build it in a different country respecting their rules. Get involved in local politics, espec…

I highly respect your idealism. I really do. I used to think like that around 15 years ago. I'm still some kind of social democrat by heart (not the party but rather the concept).

But what I learned in recent couple of years is that German leadership (rich people, old industries, bureaucrats, managers, politicians et al) set up a system that is actively squeezing out the middle-class. Doesn't really matter which subystem you're looking at (healthcare, public transport, education, taxation, civil services, childcare, housing, pensions, energy, and more) you'll see that all things have been set up to make rich people richer and let the other 99% struggle with pretty much everything.

I'm not avoiding any taxes and strongly believe in social systems with solidarity and help for the weaker people, but I learned that (a) change is not welcome (rather actively prohibited) in Germany and (b) fighting windmills just lets you burn out.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#84

Earlier quoted context omitted.

Just over the border is a country with effective income tax for self-employed businessmen around 5-15%.

I have been self-employed under a Polish business ( działalność gospodarcza ) for the last few years. With income tax plus mandatory pension and health contributions, over a third of my income goes to taxes or other mandatory fees (like the requirement to have a licensed accountant keep your books). It really isn’t much different than most other EU countries. And of course one pays a comparable VAT on shopping. Often…

In Czech Republic as self-employed ("živnostník") your effective tax+insurance rate for income up to 2M CZK (~ 80k EUR) is never more than 15%. I have SW contractor friends paying around 8-12% - including health and social insurance. No need to have any accountant at all for income under 2M CZK, you just keep your invoices and sum your income at the end of a year, the tax return form is online and the sum of income is your only input.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#85

Earlier quoted context omitted.

> F*k you if you avoid taxes, especially in a country like Germany where society paid for your university studies etc. People can move in from other countries, you know.

> People can move in from other countries, you know. You can also move away from germany. But you can't move to germany and avoid taxes while creating a company here (OP was literally: Bootstrapping a SaaS Business in Germany)

I’m not saying that you should avoid taxes.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#86
post #65
post #46

Earlier quoted context omitted.

> some taxes Not just "some taxes", but all of them. Keep in mind the author probably studied in germany and never had to pay any substantial fees to the university, his parents got money during his childhood and he will get money even if he does not immediately find a job after he closes his business. Taxes do go both ways. And just because you think the government is too big, you don't get to decide how much you pa…

Or you if you want things to change you leave the country. Chance of success: 100% Chance of success with "vote, lobby and/or take part in political processes": 0,001% I was paying over 50% of my income in taxes in Germany, now I live in a country where most things actually work better and pay around 10%. Germany has become an absolut shit show for everyone who is capable and not in the business of scamming via Gov.…

Can I guess? The 10% tax country has either 10th of Germany’s population, or rich with natural resources, or has no minimum wage and immigration of cheap labor.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#87

Earlier quoted context omitted.

How would that be different if you did all steps 1-2 with a foreign corporate entity while being personally tax resident in Germany? Step 4 would be the same except if you were hiding the existence of the foreign corporate entity from the German tax authorities - but my understanding is that reporting steps 1 and 2 to the German tax authorities is legally mandatory for any German tax resident.

Correct, there is no way to escape this if you have made this mistake of being either born as a german tax resident (your tax number is the first document you receive from the government) or having made the weird choice of choosing to become a german tax resident. Personally this specific situation is in the top 3 reasons for me to leave Germany as soon as possible.

Most people don’t choose where to live based on taxes, including me. Healthcare, lifestyle, family, political climate, job opportunities, overall affordability, safety, the rule of law, and other similar factors matter far more to me. But you do you.

But moving countries often won’t solve your problem, unless you pick one country before starting your business and reside there indefinitely thereafter.

Why? Because the big picture of the tax regime you describe isn’t unique to Germany, though of course the precise details are unique in each country. It’s broadly common for countries with residency-based taxation for individuals, so basically everywhere but the US and Eritrea, to have some form of exit tax for individuals who relocate abroad that includes the value of corporate shares held at the time of the move.

Even the US has such an exit tax for many cases (not all) of renouncing citizenship or abandoning long-term permanent residence.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#88

Earlier quoted context omitted.

pay who 200€? in Germany? just the notary fee is in the hundreds and you probably need a lawyer and an accountant for a UG/GmbH. I’m trying this now with a new venture. Already have an accountant. But they’re slow and nonresponsive. I tried shopping around and literally got turned down left and right with these types of messages: “Unfortunately we do not have the capacity to take on any new clients at the moment.” La…

> but the tax rules are such that if your center of operation is in Germany, you still need to do taxes here. Then don't have the center of operations in Germany when there are lower-tax EU countries.

Not so easy when you have a family.

To be clear, I don’t have a problem paying taxes in Germany. The problem for me is primarily how hard it is to set up a company and deal with bureaucracy here. And even though there are great alternatives like Estonia, they sadly don’t really solve the problem.

In contrast, and I don’t know the US but how many people live in Delaware? :)

Re: Bootstrapping a SaaS Business in Germany: How I did it

#89
post #11

Why a GmbH in Germany? Sorry, that was not a good idea and will costs you money and nerves to fix that. Now you are locked into Germany even if your business can be operated from everywhere around the globe. If you move the GmbH out of Germany you have to pay GmbH fair value ; fair value according to German Tax Authority! Do a Holding GmbH + Operative GmbH to accumulate wealth tax efficiently. You could have your com…

I don't know how to judge this comment? Is this essentially recommending dodging the taxes via a more complicated holding situation and the "do vacation in Germany", so essentially operate from germany? If so, I think this is highly unethical. Corporations have to pair their share to keep the society functioning...not just "normal" peoples with their salaries while all the profits get sucked into a foreign black hole…

Yes it looks like a trick to circumvent taxes. But it wont work. The german tax authorities are not stupid: If you are living and operating from Germany for a large part of the year you have to pay german taxes even if your residency is somewhere else. Public figures had to pay a lot of taxes because they calculated the number of days incorrectly.

Re: Bootstrapping a SaaS Business in Germany: How I did it

#90
post #17

Earlier quoted context omitted.

I worry that Lukas is about to find out about the business end of the Umwandlungssteuergesetz: converting a Einzelunternehmen to a GmbH is a surprising amount of faff, and once you've done it you (normally) end up with a company you can't easily sell for 7 years without paying some pretty hard-core taxes. I got to do this whole dance early this year, and it took a big bite of momentum out of the little bootstrap I wa…

While bootstrapping, you do not know whether you would ever want to go full GmbH. So biting the bullet is a little bit like betting on the future. You have considerably higher cost and hassle from day one on and would need a tax consultant for doing your yearly balances. Of course all the cool kids have GmbHs but do you really need it? Its main advantage is that you can sell it at once or in pieces if you need financ…

Realistically, it's entirely possible to bootstrap without going full GmbH right away as long as you can do it quickly. There's a grace period where you can retroactively designate stuff to fall under the GmbH you created later and if you are smart about it, you can move your software project into the GmbH if it's plausible that it was created during that period.

In other words: you don't need a GmbH to build a prototype but it's probably a good idea to have the GmbH in place before you're production ready. Also people are way too squeamish about UGs (micro-GmbHs): they're actually fairly normal in the startup space and end users don't care about that distinction and larger companies are more interested in knowing you have sufficient capital/insurance to cover any liability claims rather than what it says on your letterhead - a full GmbH isn't worth anything to them either because they know you can literally buy and repurpose a shell GmbH for cheap.

I agree that a GmbH is not necessary if you don't consider VC investment an early/eventual goal for your product. If you can bootstrap and build a sustainable product, the biggest advantage is that having a GmbH (or UG) makes it easier to appear as a serious business but as you say, often e.K. is another viable route for that. And as you say, the managing director of a GmbH is still personally liable for anything that could be considered a neglect of their legal duties. Plus the way most people found GmbHs, the owner(s) are usually €12.5k in debt to the company as you only need to transfer €12.5k of the €25k initial capital directly to the company's bank account.

That said, things get messy if you're in GbR territory, i.e. if you have a co-founder who is a co-owner. You can approximate something of a worker cooperative by having everyone individually be an Einzelunternehmen but then you'll have to structure your business in such a way to still split profits fairly while also avoiding running afoul of Scheinselbstständigkeit (fake self-employment) - there's a good example in the Premium Kollektiv[0] (and plenty of literature and research articles have been written about their approach) but this is more of a case of "bending the law" and not something the law was written to explicitly support. A GmbH has the advantage of being structured in such a way you can precisely define split ownership but the disadvantage is that by default this will mean your co-founder can just decide to quit and still retain their ownership because the ownership and the job are legally distinct concepts.

Lastly an often overlooked caveat of GmbHs (although this in part also goes for all self-employment) is that German laws are written with the idea that "business owners" have access to generational wealth and are thus exempt from many aspects of the welfare state and this is even reflected in times of crisis: there were for example COVID relief programmes for solo-entrepreneurs (including solo GmbH owners with no employees) as well as COVID relief measures to allow downscaling employee hours (and thus costs) but if you were a small GmbH with more than one owner, most programmes were not available to you. Things also get nasty if you're a woman who wants to have children while owning (or co-owning) a GmbH: legally the best option for heterosexual couples looking to start a business is still for the woman to be an employee (no, not a managing director either) and own zero shares in the company and even then the German IRS may decide that the woman has a controlling influence and retroactively reclassify her as a co-owner. In short: if you're an entrepreneur in Germany, either don't be a woman or plan to abandon your company in favor of dependent employment if you try to get pregnant.

[0]: https://premium-kollektiv.de/

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