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I have founded a company in Germany in 2004 and sold it to Google in 2011. I started an AG in Switzerland in 2019 and organized a Delaware-Flip therafter. Most
by tdullien 3y ago
I have founded a company in Germany in 2004 and sold it to Google in 2011. I started an AG in Switzerland in 2019 and organized a Delaware-Flip therafter.
Most of the described steps are also necessary for a Delaware incorporation, and I found the process of incorporating a nothingburger.
1) The choice between a limited liability construct or a pass-through construct exists everywhere. My advice was always: Separate the biz from you personally, always use the non-pass-through option unless you really know what you're doing. Complexity and pain of a GmbH is identical to Delaware corp.
2) picking a new name that isn't in any dictionary is generally good advice, no matter what your jurisdiction is. We originally incorporated as SABRE Security, then years late got into a trademark dispute and had to change names. The fact that the Handelsregister can reject particularly poor names shouldn't be an obstacle.
3) I find getting riled up about the share capital a bit weird. I have never seen anyone struggle with that.
4) we can debate the utility of the notary public system in Germany, but this is hardly an obstacle.
5) Setting up a bank account with a GmbH iG in Germany is easy and quick with any of your local savings banks. These are non-profit banks with the explicit charter to help local businesses. Not sure what the author did wrong.
6/7/8) yes you need to pay in the share capital and prove you've done so, and get the reply from the Handelsregister.
9ff) yes you need tax and VAT IDs. Yes you need someone to do your books and taxes. True in Delaware, true in Germany, true in Switzerland.
All in all, the article reads super-whiny. I mean the author even complains that the notary uses your passport to authenticate you (?!).
I have been through a German GmbH, a Swiss AG, and a Delaware C-Corp with VCs, and I can tell you: The bureaucracy is pretty similar. And you will need help with taxes, accounting, legal compliance etc. And yes, it'd be nicer if all of this was simpler, fewer middlemen and lawyers involved, etc. - but this article paints things that are the absolute basics in any of the big jurisdictions as nefarious obstacles.
- raverbashing 3y agoThanks for this reality check Yes the process in Germany can be improved a lot. But a lot of it is similar or equivalent to process in other places > I mean the author even complains that the notary uses your passport to authenticate you (?!). Yeah I had skipped this when reading the article, sorry it really sounds like the author doesn't know much about the basics of gov processes "Don’t forget your ID or passport because that’s their foolproof way of identifying you" Yes, that's exactly what it is. Your passport is official ID
- twixfel 3y agoI mean he established a GmbH in Germany so it sounds very much like they do know what they're talking about.
- deleted 3y ago[deleted]