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earcar 6 hours ago

It is not complicated, it is in fact quite standard here in Germany.

I explain in the post how the other options are worse.

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mpweiher 6 hours ago | parent | next [-]

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.

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Aurornis 6 hours ago | parent [-]

> But then don't moan about it being complicated. It was your choice.

I don’t understand why you’re deriding someone for explaining why establishing a common business structure is slow and complicated.

The fact that a less advantageous business structure is available faster, but with significant tradeoffs, does not diminish the problems with this business structure.

	▲	mpweiher 5 hours ago \| parent \| next [-]
		I am pointing out that his claims are, in fact, not true. It is not this complicated to set up a limited liability company in Germany. It is this complicated to set up his choice of a two company setup. Which is, I repeat, his choice and much rarer than a GmbH, at around a 5-10% ratio. Because it is more complicated, not just to set up, but also to run. You have two companies, so two sets of books, two sets of audited returns etc. Which is why most companies are not GmbH & Co KG. They are plain GmbH. A GmbH & Co KG is a much more complex setup and known to be a much more complex setup. Which he knowingly chose. And his claim that this is somehow necessary for limited liability, which would be a legitimate "significant tradeoff" is simply not true at all. That's what the GmbH is for. Now maybe he was badly advised by his lawyer, but then complain about the bad advice. Not about the consequences of choices you made.
	▲	flopbob 5 hours ago \| parent \| prev \| next [-]
		GmbH & Co KG are not that common, in fact the overwhelming majorities are GmbH, UG or AG (public corporation). The only benefit you can get out of this shell structure is that you don‘t have to disclose investors publicly
	▲	earcar 5 hours ago \| parent \| prev [-]
		Well said!

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sevenzero 6 hours ago | parent | prev [-]

It is one of the most complicated forms. A GmbH alone is good enough in 99.99% of cases, and its usually done really quick.

Also, if you believe in your product there usually isn't a reason to go for a GmbH this early. You can send invoices a lot earlier with just a eK or GbR. Its not an issue to adhere with your private money if your product isn't causing damages.

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johndough 6 hours ago | parent | next [-]

> Its not an issue to adhere with your private money if your product isn't causing damages.

Might happen really easily though. E.g. you install some package which has been compromised, infecting your software product and suddenly all your customer's systems are cryptolocked and you are on the hock for millions of €€€.

Or your db crashes in new and creative ways and your backups don't work for some reason and now your customer lost an expensive contract because critical data that was in your db is gone.

Of course, you can try to foresee every eventuality, but you will indubitably overlook something and probably never make it to market.

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martijnvds 5 hours ago | parent [-]

Isn't that what (liability) insurance is for?

(if there's anything Germans like as much as bureaucracy it's insurance)

	▲	kuerbel 5 hours ago \| parent [-]
		Every good company in Germany has insurance. General liability insurance Professional indemnity insurance Business interruption insurance Directors and Officers (D&O) insurance Commercial legal expenses insurance nowadays Cyber insurance I think I might have forgotten one or two...

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earcar 6 hours ago | parent | prev [-]

Not in mine. Check the post.

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sevenzero 6 hours ago | parent [-]

So basically you go for the legal stuff only really big companies use (instead of changing once its necessary) because you dont believe in your own product and dont want to be held liable, got it.

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CodesInChaos 6 hours ago | parent | next [-]

Every sane founder uses a limited liability company (e.g. UG/GmbH). What's a bit unusual is the "& Co. KG" part.

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scarmig 6 hours ago | parent | prev | next [-]

Do people in Germany see limited liability as some kind of crazy thing only a scammer would want?

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kuschku 3 hours ago | parent | next [-]

If you just want limited liability, you'd go with a simple UG (takes a week and costs 600€, but if you do it right it takes 2-3h and costs 300€).

If you additionally want to avoid being taxed when you sell stock, the entire company, or transfer it to another country, you'd create two UGs, one as the primary company, the other as a holding. That takes 2-3h for both and costs typically around 800€, but can be had for as little as 400-500€.

This is what previous German YCombinator startups have gone with and recommended in the past.

Going one step further, because a UG is so easy to start, banks will refuse to loan you money in the first year, so you can only raise money by selling shares. If you want to avoid that, you can start a GmbH with an UG as holding instead. This will take a month and requires you to sign over at least 12500€ of assets to the GmbH.

Now, what if you want all of that, but you also want a shell corporation to hide the owners and investors? Then you'd start a GmbH & Co KG, where you set up a limited liability corporation, a shell corporation with multiple special classes of stock, and potentially additional holdings. This is what OP went with.

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mpweiher 5 hours ago | parent | prev | next [-]

Nope.

But the GmbH & Co KG setup the poster wants is not needed for limited liability.

You get that with a plain GmbH (or UG), which is much, much simpler to set up.

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sevenzero 6 hours ago | parent | prev [-]

Depends. Given OP built yet another AI tool, yea, I want to hold them liable in case something goes wrong (not that I'd buy these tools in the first place).

	▲	scarmig 5 hours ago \| parent [-]
		Useful info, explains a lot. Thanks.

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Leptonmaniac 6 hours ago | parent | prev [-]

But hey, at least they get to write about their mid company name ("Plenty" - lol) got (rightfully) rejected...