The Hidden Tax Trap for SaaS Founders in Germany
vincentschmalbach.com
vincentschmalbach.com
There is of course a competition problem with the high taxation in Germany; if your expected returns are much lower than in other countries your risk just increased significantly. We already have a situation where on average it's much, much more lucrative to work at bigcorp instead.
My main gripe with the GmbH though is not the amount of taxation. GmbHs are so needlessly complex it blows my mind (I'm currently running one), but that's on the side of regulations. I'd MUCH prefer if Germany worked on getting rid of silly shit like the notary requirement etc., and if taxation and bookkeeping were simplified, before we talk about lowering taxes.
If my British company sold its assets for £1m, it needs to pay 25% Corporation Tax on that. Then I could liquidate the company with its £750k remaining cash and pay 10% on that (for now, it's going up to 14% in April). This results in a total 32.5% tax, not 10%. Above £1m, it'll be even more as there's no more BADR (so roughly 40% tax total on the £1m+ chunk).
In regards to taxation of a sale I can only point to this first google result: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm...
In cases where you personally owned the company, only 60% of the sale price will taxed. After this Teileinkünfteverfahren the 60% are indeed subject to your incomee tax. Even better as sales are consindered außergewöhne Einkünfte their taxation will follow the Fünftelregelungen where the sale profit is spread across five years. https://de.wikipedia.org/wiki/F%C3%BCnftelregelung Realistically you'll end up paying taxes comparable to the 10~20% you can expect in the US.
Edit: Sorry, missed that part about the seller GmbH still existing afterwards. But the next paragraph I linked goes into that as well: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm... Again, Teileinkünfteverfahren only 60% being taxed.
AIUI the .de rules are intended for a somewhat different situation, perhaps more common. The article describes a situation where almost all of the exit is profit. I'm happy for you if you're in that situation, but I'd guess that most people have costs. In that case .de lets you set costs from past years against the exit, and I've heard (hearsay alert!) that .de gives you more flexibility than most countries.
All that said: if you have high income and no costs, German taxes are hard on you, it's true.
Seller GmbH sells their assets, profits are taxed accordingly. Only when taking that profit our the individual is taxed but as I mentioned above the Teileinkünfteverfahren, only 60% being taxed.
If you're aiming for a normal exit - where you actually sell the company - things are much more favorable.
You need to set up a holding company, which is usually a UG. This is easy and cheap: there is a simplified process for it ("Musterprotokoll"), and it requires no upfront capital like a GmbH. As of recently, it can be done online without having to visit a notary in person. The overhead is negligible.
Once the holding sells its subsidiary ("share deal"), in most cases, the effective tax rate at the holding level is only ~5% due to § 8b KStG. This is not bad at all, since you'll want to reinvest most of the money anyways.
There are gotchas in every jurisdiction, and you need to get professional advice by a local accountant. Germany is a fine place to run a business. If you already live here and don't want to move your family for tax reasons, you don't have to.
That's my Yelp review of investing in German businesses, if it helps anyone. I've had more or less the same experience dining in Seattle and accidentally tipping 20% on top of an included 20% tip that was already included but not specified in the bill.
That why global index funds are probably the best way to invest for non-professionals
You should be able to get 15% tax on dividends, which also count towards your US taxes which you stil have to pay.
It is also exactly the same for foreign investors from Germany investing in US companies. We have to file a W-8BEN, otherwise the US takes 30% on dividends and even on capital gains!
Also, you should've mentioned that in your OP. Why would a foreign country's tax system care about another country's tax-advantaged investing account?
The tax withholding is seperate from any home countrystax obligations, if that helps to understand it. There are treaties to avoid double taxation that then allow claiming these unavoidable taxes at your tax residency. If you don't pay taxes there, usually you're out of luck.
You just need to file for a refund.
FORGET ABOUT IT. You'd have to send traditional letters back and forth between your local tax office and the tax office of the dividend origin country. Usually the foreign tax office demands their form be rubber stamped by your local tax office. Obviously your local tax office will not rubber stamp a form by foreign tax office in a foreign language, but they don't care.
My one advice to anyone thinking of starting a company is: don't do it in Germany. Tax burden, insane bureaucracy and a conservative, tech adverse local market put you at a disadvantage against UK/US peers.
>German founders are incentivized to move abroad before exits
Don't do that. The tax office will treat that as a sale and will tax the current valuation at 20%.
It's not like EU countries offer a potential founders anything of substance. You can just as well run your company from abroad. Most of your customers are going to be outside of EU (most likely), you will be buying services from outside of EU, hire/work with people from various countries. There is just no reason to be in Germany, France, Spain, Italy when you don't get anything but bureaucracy burden and high taxes.
I paid my (admittedly quite low by EU standards) taxes honestly but right now savings on capital gain tax alone are enough for me to buy a beach house in a country with a better weather and still save some. My country wants to charge >1% of my wealth every year just to be there not even going into business taxes. The incentives are right there to leave. If I ever start another business it will be in my new tax friendly country. A lot of people are like me and will realize what terrible deal they are getting. Out of those who stay a smaller number is going to be successful because of all the tax/bureaucracy burden. Is the endgame to just give up on IT? Introduce tariffs on everything? Forbid foreign corporations to sell in EU?
I just don't see how EU isn't going to be left in the dust in technology sector with their current policies.
Porsche, Siemens, Krupp, Thyssen, Bosch were all startups back in the day, just in hardware
Yeah and they all got big and wealthy by exploiting laws, loopholes, state subsidies and even slave labor back in their days. Let's not pretend the German industrialists from 100 years ago who started those businesses were some patron saints and beacons of legality and morality.
I was working for a big German scrap metal business a while back and during the Christmas party the CEO got so drunk he started bitching how much better it was in the past when he could engage in corruption and tax fraud to grow the business without being caught compared to today when this isn't possible anymore.
None of those companies you listed could have gotten remotely as wealthy in the legal and regulatory environment of today.
8.5% tax on revenue is really good. And this is very specific: it applies specifically to SaaS businesses, most revenue-based rates are higher.
If you decide to sell your business, assets are taxed at 3%.
The 8.5% thing you talk about is not really that great (it's revenue based so it's out once you have significant costs/partners you pay). It's done to simplify accounting. It only makes sense for small one person companies and it makes sense to incentivize people to start businesses - a wild concept in Germany (or most of other EU countries).
I would be inclined to disagree — it is absolutely wonderful for solo entrepreneurs. You might say "it only makes sense for small one person companies", but that's exactly what my business is and intends to be.
You can easily run a SaaS business with 90%/80%/75% margins (gross/operating/net), which I think is really hard to beat anywhere in the world.
For people who want to stop working for "the man", become in control of their lives and earn money from a SaaS business, this is great.
If you start successful in Germany without the right structure, you're locked in. At least if you plan to sell from day one, you have options (expensive ones). But most bootstrappers just build stuff users want. Then one day they get an interesting acquisition offer...
...and discover they've accidentally built a tax trap that'll cost them millions. No way out at that point.
I am unsure if this would be taxed differently in any other country.
This is why it has had unfavourable treatment in Europe. If you allow people to build software and sell it for capital gains rates, then if you're consistent you allow people to build anything and sell them for capital gains rates, which means that the 'real' tax on labour if you structure your work as leading to something which can be sold, is the capital gains rate.
This is the problem for software in Europe: when you tax work, the one who build something through work retains a smaller fraction of it, so he has less money to invest in expanding the work.
Yes, but if the software was written by salaried employees then this work has already been taxed.
Say if you buy stocks, then sell them at higher price, one could argue that it's someone's work that made them cost more.
In the Swedish system there's a rule whereby you accumulate something based on wages paid, and where you can thus avoid part of the sale counting towards income, provided that you've paid people so much in salaries that your work can be seen as a small part.
What I'm sort of arguing for though, is to tax work less, so as to encourage it.
For example, in Sweden we have a set of rules called 3:12 rules, which govern people who simultaneously own parts of a company and also work in it. In Sweden we have an exemption for large sums, for which ordinary capital taxation rules are applied, and the German law is very similar, only with a much higher exemption.
Setting up an LLC in a low-regulation US state is simple and inexpensive.
Of course they usually won't find out (no-one is going to check for a few 100ks/year), but it's not legal. To do it properly, you need multiple people as shareholders who do not live in your country and who have the decision power, or at least you definitely don't have it alone. So if you have someone in Mexico, someone in Thailand and you in Germany, and decision power/shares is 1/3rd for all, you'd be fine. But you in Germany with 100% ownership of a Delaware company is not something you can do unless you pay GmbH taxes, in which case, what's the use? Well, I guess if you are looking for US VC money, that might be a use case for it even though you pay defacto GmbH taxes.
I don't understand where you got tax evasion from my comment? US LLC's are pass through entities by default. All income from the LLC directly flows to the GmbH which pays the normal tax rate in Germany.
When the time comes to sell, transfer of the LLC is a share deal which avoids the downsides of the asset deal which TFA describes.
I didn't say you did, I said that many people (as I see from experience every day) think it's fine to just easily and cheaply open a company somewhere (as you did say) else and then follow their tax rules and that's it. And that's not true.
You didn't quite mention you intended this in conjunction with a GmbH, so it sounded like 'quick and easy offshore' which I was responding to.
Also, depending on the ownership / structure of this xmas tree, you might still not quite benefit from this as you think. It's complex matter and many people just do it without giving it too much thought. Which works if things stay small-ish.
I quoted the part of the article that was describing a dual company structure.
It solves the tax problem that TFA is talking about i.e. it makes selling the SaaS a share deal instead of an asset deal.
If you mean taxes in Germany are generally too high, that is an entirely separate discussion.
Fun fact: Before Trump's tax cuts, the US corporate income tax rate was higher than in Germany.
I'm sorry but US LLC reporting requirements are not onerous in any sense. Hell, some states like Arizona have no annual reporting requirements at all.
But why would the US LLC need to open a non-US bank account?
Also, a US LLC wholly owned by a foreign company is a disregarded entity for income tax purposes. It is not considered a US fiscal resident.
Why are you calculating the US/UK/AUS as sale of a business, and the german one as sales of an asset owned by the business?
One is profit of the business, and therefore subject to additional taxation before before distribution of funds, the other isn't. Thats why your figures are so different.
Even in your examples where they would buy the whole company, if they then wanted to roll the assets into their own company in any way, the tax liability would still exist. So all that happens is the burden moves from you to them (no doubt they would do it as efficiently as possible, but there is still a liability).
If you are selling the sole asset of your business at what you deem the same value as the whole business, then you clearly aren't accounting for the business liabilities. Account for that, and then you will be equal again.
I don't actually mind paying taxes (to a point); I think there's a fairness in wealthy people doing their part for supporting the society they are a part of that supports them. What I do mind is the incentive structure in Germany is geared towards discouraging people from being entrepreneurial, taking calculated risks, and generally trying to do new things.
You take on a lot of personal risk when you found a company here. You are dealing from day one with greedy accountants, endless bureaucracy, a tax office that wants to squeeze you before you even have any revenue, etc. I'm bleeding cash via my holding company that's effectively running on my savings. This thing serves no purpose other than to insure me against potentially succeeding and not bankrupting myself in the process. Success here would be me generating a lot of tax income, employment, etc. I.e. things that most economies would regard as rather desirable things.
The whole point of limited liability companies in other countries is to de-risk the process of creating new businesses for individuals so that people might do innovative things that benefit the economy. Germany does the opposite. It actively discourages people from doing that. And a Gmbh actually exposes you to a lot of liability.
Bootstrapping means you take a lot of opportunity cost. For example by taking no or a very low salary. So the tax office creaming off profits before you even had a chance to pay yourself is not helpful. That's literally a situation we face now. We've been inching closer to break even this year. We went from the edge of bankruptcy to having a bank account that is able to sustain us well into next year in the space of a few months. This has been a long journey of about four years. We've had part of the German bureaucracy trying to support us and other parts of it doing their best to frustrate that. It's internally conflicted on this.
The situation does not compare well to some other countries in Europe where this stuff is a lot easier, less risky, has way less friction, and takes way less time. Though in fairness, lots of EU countries have their own unique challenges for trying to do business.
Some Germans get really defensive on this topic. But the fact is that Germany is bordering on a recession right now and it needs the next generation to step in the vacuum of the retiring baby boom generation and its imploding car industry. And that's before we start talking about its crumbling infrastructure, high energy prices, etc. Germany has economic issues. And the fix for many of those issues is for it to invest. And not in its dying industries but in new ones that can replace them and the infrastructure to support the economy. Which includes its legal framework. The trick is investing efficiently and effectively. And it's not currently able to do that.
The #1 thing holding that back is the German rules, bureaucracy, counter productive rules and policy, etc. Easy to fix on paper. But that requires a change in attitude here. Apparently we have some elections coming up. Maybe some change is possible.
>> The whole point of limited liability companies in other countries is to de-risk the process of creating new businesses for individuals so that people might do innovative things that benefit the economy. Germany does the opposite. It actively discourages people from doing that. And a Gmbh actually exposes you to a lot of liability.
Can you elucidate what you think the philosophy or psychology is that drives this kind of anti-risk-taking attitude or, as you said, why "Some Germans get really defensive on this topic"? It sounds cultural rather than logical. [edit: My first guess would be that it's a product of a social welfare state, overly secure in its benefits and redistribution of wealth in the most generic sense; but sometimes I've observed some other types of self-assured blindness to simple reality in Germany that I suspect have something to do with it, and that's what I'm curious about].
It might have some roots in social well fare. But I've also lived in Sweden and Finland which have a very different attitude towards building tech companies. Especially Finland is quite successful at doing startups and scaleups. Especially considering its small population. And of course both countries have a strong social well fare culture. And Germany is actually fairly conservative on the spectrum. E.g. minimum wage did not even exist here until fairly recently. State pensions aren't that great, etc. I'm from the Netherlands originally, our social security is a lot better and more efficient. And so is our economy, infrastructure, healthcare system and all the other things that are clearly very broken and neglected in Germany. It's very visible when you cross the border. The state of the roads is very different on both sides of the border. That's true for most countries that border Germany.
Germans just seem very reluctant to change anything. There's a lot of hesitation doing anything. That's also why their infrastructure is such a mess. Big investments are risky. So they prefer not to. Their default attitude to almost anything is "no". Modernizing anything is frowned upon. So they still bank like it's the nineteen eighties, which is stupidly annoying. They stubbornly stick with a lot of paper based processes. And they employ a lot of pencil pushers, accountants, lawyers, etc. that actually rely economically on things not changing.
And of course they refuse to modernize rules that flat out barely make any sense. It's always been this way, it can't be that bad, etc. They are very proud of keeping their national debt low. But that also means they've been neglecting their infrastructure for decades. Which is now affecting them economically.
The way out would be massive investments. But that requires changes they are not comfortable making. So they are just dilly dallying and going around in circles.
With startup culture, their own rules are stopping foreigners from investing in their german companies. Too hard. too risky, etc. That's irrational. They should be welcoming that cash. Not putting up lots of obstacles. That money would go directly into their economy. But instead it's going elsewhere. Lots of German companies with their headquarters in Amsterdam, Dublin, London, etc.
Thanks for your honest reply.
I mean, I get higher taxes, I just don't understand why you want to make it so hard to start and operate a company.
When it comes to taxes you pay 19% corporate tax (9% for small companies that bring less than 2M EUR revenue a year) and then 19% capital gain tax. If that's a lot or not I will let you judge. There are other low tax options in EU if you are willing to travel.
All of this is very simple, cheap, and quick in the UK, too.
Fully agree that it is difficult to understand why so many countries make it so complex and costly to set up and run a company...