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0 pointsphlo2d ago0 comments

You have to savour the lack of self-awareness in this one.

> Founder chooses the most complex legal structure that's readily-available... and is surprised that this complexity comes with laywer and notary fees.

> Founder decides to incorporate a company with the name of a popular brand of kitchen rolls... and is surprised that it's too generic.

> After "weeks of correspondence" (and, I suppose, extensive research), founder decides to incorporate a company that's named the same as a Swedish online marketing company instead. Very distinctive. No risk of confusion, ever.

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5 comments · 2 top-level

fakedang2d ago· 3 in thread

Is the GmbH the most complex legal structure? What about the AG?

phloOP2d ago

The author went with an UG nested in a KG as the legal structure. That's two legal entities. It's a neat workaround to avoid corporate taxes (the KG acts as a pass-through vehicle, for taxes and for liability), and avoid personal liability (which passes through the KG but stops at the UG).

In comparison, AG and GmbH also shield their owners from liability, but require capital deposits and are subject to corporate taxes.

Going with a UG-in-a-KG is an exercise in eating your cake and having it too. It's a cool legal structure that works around some of the limitations of its building blocks. It shouldn't come as a surprise that the people who can build the neat hack for you are going to want to get paid in order to do that.

woodpanel1d ago

It’s a typical holding structure. Mostly chosen in Germany to get tax-efficiency that’s on par internationally, ie for finding and selling shares to investors.

> It's a cool legal structure

No it’s not cool at all that you have to double down on the Byzantine-ness to get a reasonable amount of taxation, „investsbility“ and limited liability. Especially for digital products.

> eating your cake and having it too

This is so typical of our country, the passive aggressive condemnation of founders as greedy, and selfish to even desire fewer taxes and limited liability.

Well if in a couple of years all the German Blue Chips will celebrate their bicentennials, while all the moonshots are LLM-oneshotted outside of Germany, not even talking about „normal“ incorporations: who is going to finance our vast welfare state? Speaking about

> eating your cake and having it too

dgellow2d ago

No it’s not the most complicated form. They didn’t go for a standard GmbH. A simple GmbH using a template protocol is simpler and cheaper

Aachen2d ago

For anyone else confused who didn't read the article at first: these aren't actually quotes from the article, afaict this is 4chan style bullet points (green text)

j / k navigate · click thread line to collapse

0 comments

5 comments · 2 top-level

fakedang2d ago· 3 in thread

Is the GmbH the most complex legal structure? What about the AG?

phloOP2d ago

In comparison, AG and GmbH also shield their owners from liability, but require capital deposits and are subject to corporate taxes.

woodpanel1d ago

It’s a typical holding structure. Mostly chosen in Germany to get tax-efficiency that’s on par internationally, ie for finding and selling shares to investors.

> It's a cool legal structure

No it’s not cool at all that you have to double down on the Byzantine-ness to get a reasonable amount of taxation, „investsbility“ and limited liability. Especially for digital products.

> eating your cake and having it too

This is so typical of our country, the passive aggressive condemnation of founders as greedy, and selfish to even desire fewer taxes and limited liability.

> eating your cake and having it too

dgellow2d ago

No it’s not the most complicated form. They didn’t go for a standard GmbH. A simple GmbH using a template protocol is simpler and cheaper

Aachen2d ago

For anyone else confused who didn't read the article at first: these aren't actually quotes from the article, afaict this is 4chan style bullet points (green text)

j / k navigate · click thread line to collapse