Not to defend German bureaucracy but if you are serious and want results this is not how you do it.
If you want a GmbH quickly there are specialized lawyers that maintain a pool of freshly founded GmbH's for you to buy. Everything is set up for you to start. If you don't like certain things like the company name, you can always change it later.
That being said, I know plenty of people who founded their GmbH themselves and it went smoothly. It's not that it can't be done, it's more that OP chose an overly complicated and untypical scheme and was surprised about the complications.
> If you want a GmbH quickly there are specialized lawyers that maintain a pool of freshly founded GmbH's for you to buy.
The fact that this absurd situation exists is a huge proof that the bureaucracy has gotten out of hand and that Germany is unfriendly to starting new businesses.
> The fact that this absurd situation exists is a huge proof that the bureaucracy has gotten out of hand and that Germany is unfriendly to starting new businesses.
While this is somewhat true, this is not an indication. You can start a business tomorrow for a fee of 30€. Even a normal UG is somewhat quick to set up and less expensive. Just because you insist on some non standardized company setup is not a good indication for an economy
Sounds like a great opportunity to build a markplace of these entities, where sellers can sell them to buyers and the marketplace automates as much of the paperwork as possible.
There's weirder things in existence like SPAC https://en.wikipedia.org/wiki/Special-purpose_acquisition_co...
Well, German bureaucracy is out of hand but selling freshly founded (or sometimes deliberately aged) companies to speed up and ease the founding process is neither absurd nor uncommon. I think the business of selling shelf companies exists to some degree everywhere.
I makes a lot of sense too. This is a one-time fee for something you gain nothing from and you learn nothing useful from.
> there are specialized lawyers that maintain a pool of freshly founded GmbH's for you to buy
It doesn't sound easy nor cheap to buy a company and change the company name.
UG & Co. KG has a couple of advantages and while it did add some money and time to the table, it doesn't change the story.
Notaries in the US are the price of a dinner. Many people have waited up to 6 months to receive their VAT ID from Berlin.
> from Berlin
That's your problem right there. If you live in Berlin, take the 2 hours and go to Hamburg or Leipzig before doing anything that needs a working bureaucracy.
I'm not 100% sure, but I believe there was an issue with the "place of effective management" or perhaps the company address not being in your federal state.
You probably would've needed to get an address there somehow, yes. There's services that do that for you, the non-shady ones being provided by lawyers and notaries.
[ed.: a tiny office in Leipzig is pretty cheap too, but you'd need to ensure mail doesn't pile up there unchecked.]
Unfortunately I'm not joking about this entire thing. Berlin's underfunded, overstressed bureaucracy is to be avoided like the plague.
[ed.2: to be clear, it'll still not be great. Just less bad.]
You need to demonstrate real substance (such as actually managing/working from there e.g in your case Leipzig ) . If you can't prove real substance they will just shift it back to berlin and you could be also held liable for tax evasion (if there is a lower gewerbehebel )
It's perfectly fine if they - or you - shift it back to Berlin… after you're done with all the initial setup.
But also, yes, this is one of the reasons you can hire lawyer's offices to do this, they know how to spin it such that they're regarded as administrating the company in their location (which is arguably true at that point).
And just to note, there's the concept of "field offices" (Betriebsstätte) which would need to be set up. That does still involve Berlin bureaucracy, but only for a Gewerbeanmeldung.
(Really: ask a lawyer. I hope nobody is taking legal advice from a HN thread.)
> It doesn't sound easy nor cheap to buy a company and change the company name.
Again this is very straightforward and routine in the UK: https://paramountformations.com/product-category/off-the-she... ; a similar experience to buying a domain and spinning up a website on it. In organizations like investment banks they will have shells ready to go in the way you would have kubernetes pods.
I don't think domestic invoices should be reissued once the VAT ID arrives.
So, the story is really that it takes a couple of weeks for a freshly founded company to be ready to invoice customers outside of Germany, which I agree, is a sad state.
They never said cheap, they said quickly.
> If you want a GmbH quickly there are specialized lawyers that maintain a pool of freshly founded GmbH's for you to buy.
That. It's possible to go even simpler if no limited liability is needed.
Just Gewerbeanmeldung costs maybe 30€ and takes less than a month normally. Large cities even have online forms for this.
Also the reporting duties are much simplified. ChatGPT and some accounting software are very helpful. Although a tax consultant and probably a liability insurance are recommended to avoid bad surprises.
Especially the combination of UG & Co KG. Never heard that one!
Yes, my suspicion is that OP went to a lawyer and said: "I want to minimize my risk as much as possible, what do I do?"
And of course, lawyers being lawyers, answered you need to wear both a belt and suspenders. This is the answer you'd expect from a lawyer. It is your responsibility as a founder to do the risk assessment. The fact that almost no one wears both a belt and suspenders might have been a hint.
> went to a lawyer
They studied AI and are building an AI company. I doubt the idea for the business structure come from a lawyer, to be honest. Especially such an overcomplicated setup with so many real-world issues that they're running into right now.
I incorporated a GmbH with Musterprotokolle and it still look me longer than OP.