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How to found a company in Germany: 14 "easy" steps and lots of pain

eidel.io

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Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#121

Earlier quoted context omitted.

> There are ways to ensure the correct transfer of ownership without involving a third party. You can see these principles at work on some trading platforms already, be it for Magic cards or something else where parties cannot trust each other because they do not know each other. So what else is that "trading platform" then, if not a "third party"? The way in which this problem is solved is by introducing a third par…

Indeed, my mistake and agree. Here, I wanted to refer to the fact that the transfer of ownership could likely be done even without involving a notary or a human in a properly digitalized system.

In that case you have the entity operating and maintaining the "digitalized system" which is the third party that everyone has to trust. And that entity won't do its work for free either. And it also will somehow "involve humans" which are working there.

Oh, and please don't suggest to "simply put it on a blockchain". I don't have the time to explain for the millionth' time why that doesn't work with physical properties. I consider that to be common knowledge among HN users after about 10 years of having those discussions regularly.

Also, property ownership can get ridiculously complex really fast. If just one person owns something, that's simple. But in reality, quite often multiple persons own something together (sometimes some of these persons aren't even humans, but legal entities). In that case there are a gazillion different ways in which such shared ownership can be implemented, with far-reaching implications with regard to what will happen if people disagree, split up, modify or sell the property further down the road. You cannot simply model this complexity with an SQL database because it involves legal contracts that specify the details in which a properties' ownership is shared exactly. And the notary is actually responsible in such a case to write these contracts, ensure that every participant knows about their role and rights within these contracts and isn't shortchanged.

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#122
post #2

Not to brag, but there are so few things to actually feel some civic pride for in America, and business registration is one of them, so I guess we have that. I can get an IRS EIN (tax ID), register an LLC, obtain a sales tax license (only required for selling stuff), and open a business checking account in about 2 hours in Colorado. Someone who knows what they’re doing and doesn’t spend time researching banking optio…

Unless you're opening companies on a daily basis to evade taxes or whatever, I fail to see why you would need the process to be that fast. Because with such short delays, nobody will have actually checked anything, so the only winners are fraudsters, in the end.

A seasoned fraudster or tax evader have all the experience, time, and resources to navigate and exploit the system regardless of the measures in place.

On the other hand, an ordinary individual considering starting a new business, perhaps only a few times in their lifetime, may indeed be dissuaded from pursuing this venture.

This issue mirrors the inefficacy of anti-money laundering policies, which, while intended to curb criminal activities, have a negligible impact estimated at merely 0.1%; but the global cost of implementing these policies exceeds their benefits of two orders of magnitude (see DOI:10.1080/25741292.2020.1725366 for details).

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#123
post #106

Earlier quoted context omitted.

I don't fully understand the comment you've made. Why do you believe it to be bonkers or a scam to allow no-capital limited liability firms? It effectively puts the entire country into a position where unless a citizen is born relatively wealthy, they have to perform labour for someone else for several years while they save up enough to start their own business. Who does the system benefit? What is it preventing? Why…

There are plenty of other forms of companies than LLC which people can use. With an LLC, the company is only liable with the capital that it has, and if it has none, then it can scam people with impunity (there can be criminal charges if there's outright fraud, but you won't win any money in a civil case against a company that scammed you, if the company has no money).

Don't know how it works in the UK/Germany, but an LLC isn't a complete shield against liability. If you're scamming people or acting recklessly you could easily find your personal assets targeted by a judge.

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#124
post #108

Earlier quoted context omitted.

From what I heard the cut the public funding for Digitalization by 90% last year. It truly is like going into a a -20yr time machine living here. Soon you'll be able to use a credit card in most shops even!

> Soon you'll be able to use a credit card in most shops even! Not sure where you people live, but this myth has to stop, eventually. I can literally count on one hand the n. of shops NOT accepting cards - it's most of the times shops which, I guess, use cash to have flexibility in their accountings :)

“Accepting cards” is not the same as “accepting credit cards” though… A lot of them only accept girocards and not credit cards…

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#125

Earlier quoted context omitted.

The Notar does much more than just read the contract; he is liable for the correct administration of the transfer of ownership (done by a three phase process which guarantees that the seller cannot get the money without transferring the property and the buyer cannot get the property without selling the money). The concept of title insurance doesn't exist in Germany as the Notar eliminates the risk.

There are ways to ensure the correct transfer of ownership without involving a third party. You can see these principles at work on some trading platforms already, be it for Magic cards or something else where parties cannot trust each other because they do not know each other. Next, you would expect that the notary would educate participants and act as a source of trust, an actor in your best interest, but that is n…

> However, it begs the question, why do we need a notary?

The way I learnt it, until now, is the following:

the person you are contracting is there to perform a single specific task.

Applied to the specific context: "Notarvertrag", it means:

the notary is there to perform the notarisation (basically to read and write the contract), making legal whatever YOU are asking to do.

Any additional thing:

- you ask him/her

- you ask someone else beforehand (so yes, you need to pay an additional session for help)

And even then, you not always get what you wished for. And when s** happens, .... "that's life experience"....

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#126
post #118
post #104

There is also a brutal and inflexible exit tax. Should you decide to leave Germany, even temporarily, you will be faced with a tax of ~30% of the current valuation of your worldwide shareholdings (in companies in which you have >1% ownership). I commented on this in more detail in another post a while back: https://news.ycombinator.com/item?id=39786934#39788110 In the author's case, because he is using a holding comp…

From the article you linked in that comment[1], it seems like this exit tax only applied to companies where you own 1% or more? and it's structured as the capital gains tax, but due now, so on the current value minus your cost basis. The US has an exit tax if you renounce citizenship, and it's assessed on your entire net worth. If the article you linked is accurate, this german tax seems much more reasonable. EDIT: a…

how are you comparing renouncing citizenship with temporarily leaving the country

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#127
post #62

Having founded a company in Germany, I would never under any circumstances do it again. Notaries should not exist, and could be replaced by a simple website. It's all incredibly tedious and slow, and there are lots of reoccurring work and fees. Closing a company takes 2-3 years too, even if there are no irregularities.

Germany loves endless bureaucratic paperwork which absolutely must be done in person (and good luck getting an appointment in Berlin), despite the many years of bleating about Digitalisierung which has apparently amounted to nothing.

Digitalisierung means one receives a PDF form via email that he should print out, fill out, scan, and then email back again. X-D

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#128
post #124
post #108

Earlier quoted context omitted.

> Soon you'll be able to use a credit card in most shops even! Not sure where you people live, but this myth has to stop, eventually. I can literally count on one hand the n. of shops NOT accepting cards - it's most of the times shops which, I guess, use cash to have flexibility in their accountings :)

“Accepting cards” is not the same as “accepting credit cards” though… A lot of them only accept girocards and not credit cards…

And credit cards in Germany are not "credit" cards as well. At least the one I got from Sparkasse does not let you hold a balance and must be paid in full every month.

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#129
post #114

I document German bureaucracy for a living,[0] and everything is like that. Every life event - immigrating, getting a job, getting married, having a child, buying a car - is mired in slow, paper-based bureaucracy. It is a constant, significant impediment to life in the country. Just last week, I was telling people that the best way to get married in Germany is to get married in Denmark. I cannot overstate how terribl…

Really I think this is overdone. I fully appreciate Berlin is disfunctional, but in other regions (I live in Thüringen) things go quite quickly.

I don't think that it is overdone. It's bad everywhere, and it's much worse in Berlin.

If you've experienced anything like a modern bureaucracy, Germany is infuriatingly backwards. The article is painfully accurate down to the minute detail.

Re: How to found a company in Germany: 14 "easy" steps and lots of pain

#130
post #51

Minimum initial share capital of €12,500 to found a company where liability is limited to the firm seems like a very regressive impediment to business. For comparison in the UK, there's a £12 registration fee, and a £1 (one pound) minimum initial share capital. It must put limited liability out of reach of so many people.

Since 2008 you can found a "UG" ("Mini GmbH") that doesn't require that much upfront capital. It can be foundet with 1 Euro. The catch is that you need use 25% of your yearly revenue until you reached the 25k of a proper GmbH. https://www.firma.de/en/company-formation/what-is-a-ug-haftu...

The catch is also that everyone can see that you have less than 25k € in funds, so depending on what your customers are, they might not take you serious.
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