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Posted by earcar 12 hours ago

Founding a company in Germany: €9600, 152 days and I still can't send an invoice(paolino.me)
546 points | 662 commentspage 4
kazinator 5 hours ago|
This is one of the few things that doesn't suck in Canada.

In Canada you can easily and quickly obtain a GST number online. Furthermore, if you're self-employed or a small business owner, with a revenue of $30,000 or less, you are classified as a "small supplier", and don't have register and charge/collect GST.

For someone just starting out who will not be a small supplier, I believe the small supplier designation still provides a buffer zone. You can start invoicing immediately and sort out your registration later.

florakel 10 hours ago||
I don’t know the specifics but the OP chose a complicated setup. Why not just use a GmbH which is the equivalent to an Inc in the US? The capital requirement is 12500 in the bank not 25000 as stated. There are online services that run the whole process for you similar to Stripe Atlas. Even setting up a UG (with 1 euro stating capital) is very easy but you have to upgrade to a GmbH once you receive investment (investors usually demand it). For the whole process there are standard forms. You only need to pay lawyers if you want to personalize your setup.

Maybe OP was just not advised well which is surprising given the amount of information available online (startup guides for Germany)

zipy124 10 hours ago||
They state that in the post, it is a tax-optimisation since it is a single-person company.
florakel 7 hours ago||
Maybe not a relevant experience then, as most people in this forum look for startup advice and take on external investment.

You can totally setup a Inc or LLC equivalent pretty fast in Germany as long as you stick to the standard. What he is setting up is basically an LLC owning an Inc.

AndroTux 10 hours ago|||
I guess that’s what happens when you get advised by a lawyer.
littlecranky67 8 hours ago||
This. Is founded (and liquidated) my GmbH with only 12.500€ deposited to the business bank account. Note this is not a cost, it just moves to the corporate account and can be used to pay expenses (notary, lawyers, hardware etc.). The remaining 12.500 are a permanent loan that the proprietory needs to cover on in case there is a liquidity shortage or liability suit etc. In my case I never paid the remaining 12.500€, and in liquidation process it balances out to zero.

But if you think founding a german company is difficult, wait until have you do an ordered liquidation (not bankruptcy) - that is madness on its own.

amadeuspagel 10 hours ago||
> 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.

Without this "exit tax", every founder of a successful business would have a huge incentive to leave and to realize the gains elsewhere. It's not a tax for the privilige of leaving, but for the privilege of building a company. I can see only three alternatives to this:

- Abolish the capital gains tax entirely.

- Make defering it impossible. Force people to pay immidiately. No "exit tax", but people have to pay for unrealized gains.

- Tax people when they realize their gains in a foreign country.

earcar 10 hours ago||
It should be possible to move within Europe, then when the liquidity event happens tax me from the countries where I've lived, proportionally to the time I've lived there.

If you want to move out of Europe, you get the exit tax as before.

matwood 10 hours ago||
A fourth alternative is to leave, and a fifth is to not start a company at all.

Now you understand why the USA deploys 3-4x the amount of VC capital compared to the EU. And prior to the current administration, entrepreneurs mostly wanted to get to the US.

weird-eye-issue 10 hours ago|||
Are you aware that the US charges an exit tax if you choose to renounce your citizenship? And if you do not renounce it, they will tax you no matter where you live in the world?
matwood 8 hours ago||
Yep, and it’s still worth it for a multitude of reasons. Business formation is easy in the US, and taxes are generally lower than other places. Current administration not withstanding, most people don’t want to leave once they get to the US.
amadeuspagel 10 hours ago|||
As far as I understand, the US taxes its citizens whereever they live (the third alternative I mentioned).
Chu4eeno 7 hours ago||
There's various exclusions and credits to avoid double taxation.
sam_lowry_ 5 hours ago||
World Bank's Easy of Doing Business description is much less dramatic: https://archive.doingbusiness.org/en/data/exploreeconomies/g...

But I know for a fact that these ratings are pure crap. I asked them to fix the entry for Belgium once, and they replied that they trust the officials providing the info even though I sent the references to the legislation.

ejoebstl 9 hours ago||
I ran multiple businesses in Germany and it's possible to set up an UG way cheaper and way faster via Musterprotokoll. You can do the majority of filings yourself. There's tutorials (fuer-gruender.de is great). If you get a lawyer and tax advisor for every step, it's also expensive on other countries. And doing company accounts is also work elsewhere. Not saying that it couldn't be way better in Germany, but this blog post is more a rant than anything else.
hypnodrones 9 hours ago||
German system supports wealthy individuals who are planning to stay in Germany long-term, but is horrendous for anyone without cash in the bank willing just to try something out.
preya2k 11 hours ago||
Not sure what he means with "2000€ share capital", which allegedly is locked.

Typically, you can spend your "Stammkapital" for business purposes (e.g. in a GmbH). It doesn't need to stay in your bank account.

Leptonmaniac 11 hours ago||
The blog post does not read as written by someone who has understood the whole legal process, maybe that's where your confusion comes from.
earcar 11 hours ago||
The Stammkapital was required for the UG, and it's very much locked since the whole purpose of that is to take liability.
preya2k 11 hours ago||
So for a UG it's a Kommanditeinlage. But it doesn't change the fact that you can spend this money for business purposes. You just can't wire it back to yourself or pay it to yourself as a wage. Feel free to buy office furniture or company devices with it.

It's a common misunderstanding that this money needs to be reserved somewhere for liability purposes. That's not correct. You can spend it, both in a GmbH as well as in a UG. Look it up youself (e.g. https://www.anwalt.de/rechtstipps/stammkapital-muss-ich-das-...)

CodesInChaos 10 hours ago||
According to the article you linked, it can be used to pay yourself a wage, as long as it's not excessive.
rock_artist 5 hours ago||
Europe has lots of issues with companies. It's not just Germany.

And the EU knows, hopefully it will improve the situation: https://www.euronews.com/my-europe/2026/03/18/48-hours-and-1...

WhyComboNadir 6 hours ago||
I feel your pain -- I gave up (in Austria). The best thing that happened to me was that it took so long to get incorporated that I had time to talk to people about what happens next (e.g. annual filing, need for accountants even if revenue is still zero, etc.). So I consider the sunk cost a valuable 4,000 Euro learning experience, and I won't try to repeat it:

https://news.ycombinator.com/item?id=48325340#48336339

lnsru 11 hours ago|
I am an electrician. Got my certification done with Handwerkskammer, went to the city hall, registered my company and filled online form rejecting the option with VAT number since all my clients are in greater Munich area. Same path could be chosen with VAT number. Ranting about choosing most complex business form and having no money for a consultant is not adequate in my eyes. Btw I am always liable as electrician (since it is dangerous) and can’t hide behind limited liability company in Germany.
ExoticPearTree 11 hours ago||
> Ranting about choosing most complex business form and having no money for a consultant is not adequate in my eyes.

You shouldn't need a consultant to open a company. Should be a form and that's it. Maybe an accountant to certify your books, but that's it.

fhars 10 hours ago|||
They are not trying to just open a company, they are trying to create one the more complex nested company setups allowed by German law.
mb_thd 11 hours ago||||
If you're choosing to go with the most complicated way of setting up a company, a consultant probably doesn't hurt.
Ekaros 10 hours ago||
When you choose that you need double layer of limited liability. Maybe having a consultant is extremely good idea. To understand exactly what you need to do at both layers. And maybe in such setup some slow down should be fully expected. As one layer is acting for the other in your stead...

To me things taking longer and being more complicated sounds entirely reasonable and natural in such setup...

bildung 10 hours ago|||
And you really don't have to. I just went to one a single meeting, signed a single piece of paper, paid 60€ (probably still <100€ these days) and was done with it. But as GP already alluded to: I didn't choose the structure that is very well known to be the complicated one.
thomas-skowron 10 hours ago|||
> Btw I am always liable as electrician (since it is dangerous) and can’t hide behind limited liability company in Germany.

Under some circumstances you can be held liable through a GmbH, but not generally speaking.

> rejecting the option with VAT number

Means you are planning to run a small business (making less than minimum wage on a yearly basis), also you are opting out of Vorsteuerabzug. Anyone that wants to live off their business needs VAT. And that is given by Bundeszentralamt für Steuern and the wait times are often excruciating.

Urahandystar 11 hours ago||
But his clients aren't all the the greater Munich area so how is that even similar? Surely having a complex form is the issue as this is what fits his needs. Why does the form need to be complicated?
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