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The Hidden Tax Trap for SaaS Founders in Germany

vincentschmalbach.com

71–80 of 115 posts

Re: The Hidden Tax Trap for SaaS Founders in Germany

#71

Earlier quoted context omitted.

> and put countless unpaid hours into building it Oh, just don’t mention that to the authorities because they will make you pay for breaching their working hours act. How dare you have a dream and a drive. Get back in line. Authorities in Germany don’t care. They are the Beamte, the have a special legal status, barely removable from their positions and with a guaranteed high pension. There are two classes of people i…

Jesus, is that true? You can get flagged for putting too many work hours into your startup? Or are you joking?

It's not true. Self-employed workers are exempt.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#72
post #68

Earlier quoted context omitted.

> and put countless unpaid hours into building it Oh, just don’t mention that to the authorities because they will make you pay for breaching their working hours act. How dare you have a dream and a drive. Get back in line. Authorities in Germany don’t care. They are the Beamte, the have a special legal status, barely removable from their positions and with a guaranteed high pension. There are two classes of people i…

I don't think working hours are limited for c-level management.

It depends if you're employed as a managing director, or running your own thing.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#73
post #39

This is a lot of words trying to explain that in Germany the system is designed that poor remain poor. First 40% of gross salary on contributions, then 30% of net salary on rent. Dynasties with their VW-Porsche-VW-Porsche quadruple currywurst burger-sandwich need the society to be poor.

More like the system wasn't set up with the expectation that people will become rich by creating a SaaS and selling it, because it predates those concepts by at least a few decades. Porsche, Siemens, Krupp, Thyssen, Bosch were all startups back in the day, just in hardware

>Porsche, Siemens, Krupp, Thyssen, Bosch were all startups back in the day, just in hardware

Yeah and they all got big and wealthy by exploiting laws, loopholes, state subsidies and even slave labor back in their days. Let's not pretend the German industrialists from 100 years ago who started those businesses were some patron saints and beacons of legality and morality.

I was working for a big German scrap metal business a while back and during the Christmas party the CEO got so drunk he started bitching how much better it was in the past when he could engage in corruption and tax fraud to grow the business without being caught compared to today when this isn't possible anymore.

None of those companies you listed could have gotten remotely as wealthy in the legal and regulatory environment of today.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#74
post #43

Earlier quoted context omitted.

Why would a person who founded a startup, and put countless unpaid hours into building it, then have to pay for the sale as if it were employee income? What would be the incentive for them to have done anything more than be someone else's employee? Taxes are incentivizing or disincentivizing, so policy should mirror what you want out of your economy. If the goal is not to have people create startups, there you have i…

Wait, are you suggesting we do not get taxed for what we're selling? Because in the end selling a company is nothing but selling a type of goods. Also: >Why would a person who founded a startup, and put countless unpaid hours into building it, then have to pay for the sale as if it were employee income? Is the same as: Why would a person who created his career, and put countless of unpaid hours into building it, then…

I think the point of the article is that it doesn't get taxed like other things we are selling (aka capital gains), but rather as income at much higher rates

Re: The Hidden Tax Trap for SaaS Founders in Germany

#75

Earlier quoted context omitted.

This isn't about "special treatment for the rich." When international companies buy German software businesses, that's foreign investment flowing into Germany - money that often gets reinvested locally in new startups and jobs. But our system actively discourages these transactions by treating business sales like regular income.

> by treating business sales like regular income. But aren't they regular income? Why should one form of income be taxed at a different rate than some other? Tax rate too high? Sure, agree. Should all income be taxed at same levels? Yes to that too.

Because, follow this logic:

1. You sit down at a blank screen and begin writing code.

2. You put your own money into launching your web app, then advertising it, then managing it every day and modifying things before you see a single penny in revenue.

3. You earn revenue, now you are already paying taxes on that revenue.

4. You sell the company which had zero value to begin with, you already paid tax on all the revenue you made. Any tax the government now puts on you is a tax for the initial work which you did. This disincentivizes anyone else from creating something new from scratch.

This is why it shouldn't be treated as regular income. It was done in your free time. Everyone makes regular income, and pays taxes on that, but only a fraction of people work extra hours on passion. Taxing one's passion is essentially to kill anyone's desire to do it.

If no one in your society creates anything from passion, and everyone works for a corporation, your society will not be competitive or dynamic.

Therefore there's a societal, even Socialist interest in encouraging this type of behavior - or at least not punishing it.

Same reason the last couple Kim Jongs have allowed the peasants in North Korea to grow small plots of private vegetables. Even they know that the creative instinct can only be suppressed so far before doing so creates a negative and destructive drag on even the most tightly controlled corporatist system.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#77
post #60

Earlier quoted context omitted.

This is not as easy as it sounds, either way really. You very quickly get into tax evasion, whether you know this or not (which is not an excuse). A lot of people I know (I know almost only entrepreneurs in my friend circles) have companies elsewhere (outside the EU) for this reason; most of them are and then figure out how to fix the US taxes with that, creating a huge mess. Of course they usually won't find out (no…

> You very quickly get into tax evasion, whether you know this or not I don't understand where you got tax evasion from my comment? US LLC's are pass through entities by default. All income from the LLC directly flows to the GmbH which pays the normal tax rate in Germany. When the time comes to sell, transfer of the LLC is a share deal which avoids the downsides of the asset deal which TFA describes.

> I don't understand where you got tax evasion from my comment?

I didn't say you did, I said that many people (as I see from experience every day) think it's fine to just easily and cheaply open a company somewhere (as you did say) else and then follow their tax rules and that's it. And that's not true.

You didn't quite mention you intended this in conjunction with a GmbH, so it sounded like 'quick and easy offshore' which I was responding to.

Also, depending on the ownership / structure of this xmas tree, you might still not quite benefit from this as you think. It's complex matter and many people just do it without giving it too much thought. Which works if things stay small-ish.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#78
post #17
post #14

The disclaimer is absolutely right, you should consult a qualified accountant because the rest of the article is wrong. First of all, it's not just about SaaS, but all GmbH. I don't see any reason why Germany should make exceptions for software companies as the author wishes for in the second-to-last paragraph. In regards to taxation of a sale I can only point to this first google result: https://www.rosepartner.de/b…

You should read the article in full, and/or learn the difference between a share and asset deal. Your link is about the former, the article about the latter.

"You can have the shares for €4m or the assets for €5m". Both sides have agency in a negotiation.

AIUI the .de rules are intended for a somewhat different situation, perhaps more common. The article describes a situation where almost all of the exit is profit. I'm happy for you if you're in that situation, but I'd guess that most people have costs. In that case .de lets you set costs from past years against the exit, and I've heard (hearsay alert!) that .de gives you more flexibility than most countries.

All that said: if you have high income and no costs, German taxes are hard on you, it's true.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#79
Disclaimer: Not a tax professional, but have had a few businesses.

Why are you calculating the US/UK/AUS as sale of a business, and the german one as sales of an asset owned by the business?

One is profit of the business, and therefore subject to additional taxation before before distribution of funds, the other isn't. Thats why your figures are so different.

Even in your examples where they would buy the whole company, if they then wanted to roll the assets into their own company in any way, the tax liability would still exist. So all that happens is the burden moves from you to them (no doubt they would do it as efficiently as possible, but there is still a liability).

If you are selling the sole asset of your business at what you deem the same value as the whole business, then you clearly aren't accounting for the business liabilities. Account for that, and then you will be equal again.

Re: The Hidden Tax Trap for SaaS Founders in Germany

#80
I have shares in a bootstrapped Gmbh via a holding company. Germany is a complex place to do business for non native speakers and it is generally financially risky to do business here. But if you structure it right, the flip side is that Germany has a lot of family owned smaller and larger businesses. The economy kind of runs on companies like that. So, it is definitely possible to be an entrepreneur in this country.

I don't actually mind paying taxes (to a point); I think there's a fairness in wealthy people doing their part for supporting the society they are a part of that supports them. What I do mind is the incentive structure in Germany is geared towards discouraging people from being entrepreneurial, taking calculated risks, and generally trying to do new things.

You take on a lot of personal risk when you found a company here. You are dealing from day one with greedy accountants, endless bureaucracy, a tax office that wants to squeeze you before you even have any revenue, etc. I'm bleeding cash via my holding company that's effectively running on my savings. This thing serves no purpose other than to insure me against potentially succeeding and not bankrupting myself in the process. Success here would be me generating a lot of tax income, employment, etc. I.e. things that most economies would regard as rather desirable things.

The whole point of limited liability companies in other countries is to de-risk the process of creating new businesses for individuals so that people might do innovative things that benefit the economy. Germany does the opposite. It actively discourages people from doing that. And a Gmbh actually exposes you to a lot of liability.

Bootstrapping means you take a lot of opportunity cost. For example by taking no or a very low salary. So the tax office creaming off profits before you even had a chance to pay yourself is not helpful. That's literally a situation we face now. We've been inching closer to break even this year. We went from the edge of bankruptcy to having a bank account that is able to sustain us well into next year in the space of a few months. This has been a long journey of about four years. We've had part of the German bureaucracy trying to support us and other parts of it doing their best to frustrate that. It's internally conflicted on this.

The situation does not compare well to some other countries in Europe where this stuff is a lot easier, less risky, has way less friction, and takes way less time. Though in fairness, lots of EU countries have their own unique challenges for trying to do business.

Some Germans get really defensive on this topic. But the fact is that Germany is bordering on a recession right now and it needs the next generation to step in the vacuum of the retiring baby boom generation and its imploding car industry. And that's before we start talking about its crumbling infrastructure, high energy prices, etc. Germany has economic issues. And the fix for many of those issues is for it to invest. And not in its dying industries but in new ones that can replace them and the infrastructure to support the economy. Which includes its legal framework. The trick is investing efficiently and effectively. And it's not currently able to do that.

The #1 thing holding that back is the German rules, bureaucracy, counter productive rules and policy, etc. Easy to fix on paper. But that requires a change in attitude here. Apparently we have some elections coming up. Maybe some change is possible.

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