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Founding a company in Germany: €9600, 152 days and I still can't send an invoice

paolino.me

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Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#21

Post by throwaway15805 »

Been there too. Paying thousands of € for a notary just to read some text you wrote out loud to you is absurd.

The cherry on top is the exit tax:

> And no, I could not just leave instead. My first company, Freshflow, is valuable enough that walking out of Germany would trigger a massive six-figure exit tax, on gains I have not even realised, purely for the privilege of leaving.

This is ostensibly there to prevent large-scale tax fraud but has ridiculously low thresholds that make life difficult for anybody who is shareholder of even a small company.

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#22

Post by Kim_Bruning »

I looked into GmbH (german) , BV (dutch) , and OU (estonian) . GmbH seems very unpleasant. BV and OU are easier to obtain. But BV requires your primary place of business to be the Netherlands, which isn't always practical when you're trying to extend your activities internationally. OU is supposed to be better for international operations, but -because it's a single country initiative- creates new and interesting tax problems.

At this time, the whole system seems to revolve around geographic location. As long as you stay put you're sort of fine, but if you move around within the EU, the law doesn't stay stable around you. This is impractical.

EU Inc seems to be a new initiative to fix a lot of the patchwork problems, but doesn't seem to be live yet. ( https://commission.europa.eu/topics/business-and-industry/do... )

I'm told that interstate commerce in the US isn't always necessarily easier, mind. Maybe the EU can take some lessons learned.

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#23

Post by zurfer »

We outsourced it for 2.5k (extra) and it was still painful, took almost 2 months and worst of all wasted so much time and focus.

The worst was sitting at the notary, and getting read out loud by her what we were about to sign (also paying for that).

If you think about starting a company, spend some time to think through what it would mean for you to be a Delaware C Corp or an Estoinian one. It will increase your chances of success as you can focus on what matters.

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#24

Post by bartman »

Wait until you want to convert the UG to a GmbH and realize that it's not simple or cheap at all.

It's not enough to have had properly filed tax returns every year, have a large enough profit-collection-line item in your books (25k EUR+) and then fill out a form.

No, if you want to use the profit your UG was required to accrue to raise your capital stock to 25k and rename it to a GmbH you need to get your annual accounts audited.

Or alternatively, you can pay in the difference between your current capital stock (e.g. 2k) and the 25k minimum for the UG and then rename the company and "just" have to pay for the notary, publishing to public records, court, ...

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#25

Post by dwroberts »

drstewart wrote: post #13
VadimPR wrote: post #8

Before Europe gets lumped in as one country, founding a company in Netherlands and Sweden, speaking from personal experience, is a breeze. Although Sweden is a bit strange in the fact that banks have as much equal say as the government authority does in you starting a company, and if they don't want you as a customer, they can simply deny the right for your company to start!

[flagged]

For one thing, it’s a geographic location and not automatically the same as the EU

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#26

Post by earcar »

bibinou wrote: post #14

The mantra has always been to only create the company after sending the first invoice. Edit: oh it's setup like this to cheat on taxes.

I had already people wanting to work with me before even starting the company. Couldn't send them invoices. Most importantly: didn't speed up the process!

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#27

Post by jazzyjackson »

earcar wrote: post #9
ptrmcrthr wrote: post #7

"The one thing the state exists to let me do, bill them cleanly, is the one thing I still can’t." I sympathize but I'm not sure that is the sole reason the German state exists.

"one" != "only one"

“The one” != “a”

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#29

Post by mpweiher »

earcar wrote: post #4
stop50 wrote: post #2

For information: GmbH & Co. KG is one of the most complicated forms an company can be founded, the same goes if the inner company is an UG. Many things have to be done twice. The only good thing is that an investor or an owner are not liable with their private money.

It is not complicated, it is in fact quite standard here in Germany. I explain in the post how the other options are worse.

Yes, what you are doing is complicated.

I did a GmbH with "Musterprotokolle" so virtually no lawyer fees and quick and easy to set up.

And a GmbH is limited liability. It's in the name. Gesellschaft mit beschränkter Haftung. GmbH.

The Geschäftsführer is liable for certain (avoidable) things in either case.

The difference is that that the Co KG can be taxed like a "Personengesellschaft". So you wanted to optimize taxes, which leads to a more complicated structure.

You are certainly allowed to choose such a more complicated setup if you think it's better for you. But then don't moan about it being complicated. It was your choice.

Re: Founding a company in Germany: €9600, 152 days and I still can't send an invoice

#30

Post by mattashii »

drstewart wrote: post #13
VadimPR wrote: post #8

Before Europe gets lumped in as one country, founding a company in Netherlands and Sweden, speaking from personal experience, is a breeze. Although Sweden is a bit strange in the fact that banks have as much equal say as the government authority does in you starting a company, and if they don't want you as a customer, they can simply deny the right for your company to start!

[flagged]

I don't think it's that different from pointing out that registering and/or operating a company in e.g. Delaware or Texas is a very different experience from doing so in New York.
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