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Comment by VadimPR | Hacker News Reader

Before Europe gets lumped in as one country, founding a company in Netherlands and Sweden, speaking from personal experience, is a breeze.

Although Sweden is a bit strange in the fact that banks have as much equal say as the government authority does in you starting a company, and if they don't want you as a customer, they can simply deny the right for your company to start!

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I've also done it both in Sweden and the Netherlands. Sweden is a breeze if you have BankID, sure (and as you said, if the bank likes you). The Netherlands wasn't exactly a breeze — I had to book a face-to-face appointment with KVK and all the slots in Amsterdam were taken, so I took the train about an hour away.

I don't dislike that they at least want to see you in real life once tbh. I love ease of registration like anyone else, but with tax avoidance and all that, idk. Feels right to me to have at least seen yourself once.

But is it really you?

that's an interesting question

how much would it cost to pay someone "1 hour away by train" to go into that office for you?

With a fake ID? That becomes pretty expensive

Sometimes criminals do put pressure on people to register companies in their name and show up to these meetings. Whether that's addicts, people with mental disabilities, or young people looking for a quick buck, the fraud mechanism is the same.

However, that does put the company in their name. On paper, they have full control over it. That's a risk to the criminals trying to use the company as a financial asset for laundering money.

Well, they ask for proof such as a valid passport or id card.

Unsure how long ago this was, but I recently registered with KvK and didn't have to show up at all, just pay 80-ish euros.

I've done it in 2018 and just needed to go to a notary to wet sign something (not KvK)

The face to face meeting is not a thing any more. There are some exceptions but they can often be done online if at all.

It is very much still a thing. Why do you think it's not?

I found the face to face a nice part of it, it made it less impersonal. My suspicion however, is that they want to run through the form to correct mistakes they see all the time, and this is the fastest way of going about it.

As for waiting times, don't live in Amsterdam ;)

Germany, France and Spain are some of the biggest offenders here.

Some years ago a case became quite famous in Spain. Someone wanted to turn a winery into a eco-tourism boutique hotel with a winery tour and experience. Should be simple in theory, in practice they were waiting for authorization to open for more than 4 years.

I’ve been involved with startups and small businesses for more than a decade, and I haven’t still heard of any of them doing things 100% by the book, because it’s just impossible.

People just start and hope the taxman doesn’t come.

> Someone wanted to turn a winery into a eco-tourism boutique hotel with a winery tour and experience.

Because a agricultural business and a hotel business are two different things, and Spain has, rightfully so, their thumb on the spread of tourism, because it affects local communities negatively.

Otherwise investors could just come in, buy a random agriculture business and then turn it into luxury hotels/lodging.

> I’ve been involved with startups and small businesses for more than a decade, and I haven’t still heard of any of them doing things 100% by the book, because it’s just impossible.

Because entrepreneurs are notoriously bad thinking further than their own interests. It always, "just" something they want to do.

Zoning rules and regulations have their purpose. Are some of those in some places idiotic? Yes. Do most of them still have their reason? Also yes.

Otherwise we can stop protesting datacenters and the trump family building a eco-luxury resort in a nature reserve.

I cannot believe there are people defending this.

What? So you should just be allowed to do as you please? Start with an eco-retreat on your winery. Then build out luxury apartments? Then where to go from here? Maybe get rid of the winery for a golf course? Creep your way into a luxury resort?

Where is the line?

Probably somewhere between luxury resort and nuclear weapons development facility, and probably closer to the nuclear weapons development facility.

Rules exist for a reason, it shouldn't take 4 years to get an answer on how to proceed in one direction or another. In NYC for example you often need to hire a "permit expediter" just to get a yes/ no/ maybe answer on your apartment renovation within a year. These bureaucracies are often literally impenetrable without professional help.

I’m guessing they did receive an answer earlier than four years, but they wanted it to be Yes.

That is refreshing to hear. Unfortunately I can't get out because of exit tax, an unrealized capital gains tax for the privilege of leaving the country. That is way worse than what I mention in this post and will get its own post soon.

You can delay it until the disposal of your shares , if you move within the Eu

You phrase this as if it’s absurd. Why should it be possible to offshore your future capital gains without paying an exit tax? You live in a country with a tax system that assumes people pay into it.

Unrealized capital gains taxes generally are a bit absurd, but I can see how the state would feel forced to do it if you're leaving. Seems like there should be some way to get a registered agent or something to keep the old company legally "in Germany" while you leave, but idk

You can avoid being taxed on unrealized gains by realizing them first ;)

It is absurd to be taxed on _unrealised_ gains, even more absurd to hold you hostage over it.

Is it different from the tax you would face if you just realize your gains?

The exit tax doesn't apply to "gains", it applies to the "value of your company" which is calculated in a way that often means you will owe thousands or even millions in money you don't have, and at no time had.

Sounds indeed pretty terrible…

Yes - the value of your company is the gain. It is the money you would have if you sold the whole thing.

It's only a gain if you sell.

Selling a company and paying tax on the profit in tax is a completely different proposition from paying tax on hypothetical profit you haven't made (and might never make) just because you want to move.

That's what unrealized means. Gains you haven't got because you haven't sold.

and if we started taxing them across the board, no one would dare hold stock

Most unrealized gains are a notional value, the realizable gains are often much smaller. The act of realization can cause a crash in value.

That is nothing: wait until you want to _close_ a company in Germany :)

I'm wondering what the problems can be because I've not experienced that (or heard it first hand).

Same in Poland. Almost 100% things regarding companies or personal things you can do online. Self employment company can be set even via bank app. Ltd a bit longer online (unless you need a custom ltd agreement).

Can confirm. JDG registration took like a couple of days and I didn't need to get my ass off my chair.

Legally, the banks in Sweden have no right to deny anybody as a customer. This is explicit in the law as a requirement for the bank to be covered by government depositors insurance.

In practice banks will deny anybody to open an account, for no reason at all, because they are above the law in Sweden. The country has for a long time been owned by a few powerful banker families.

Edit: Down voters might first want to look at Wikipedia for the Wallenberg family. This is as much part of Swedish culture as IKEA or meatballs.

I challenge anybody to find a country in modern history which is more owned and controlled by bankers than Sweden.

Don't you have an equivalent of Økokrim? They seem to be pretty ruthless in Norway.

Once had a call with a Netherlands founder (i am european too), and told me "Declare your company in Delaware, everything will be much easier"

That could work _if_ your company has actual substance in the US. Otherwise you just expose yourself to much bigger problems.

like?

Such as?

If I set up a US llc as a Belgian while residing in Belgium, Belgian tax authorities will claim the center of control is in Belgium and claim it is a Belgian company.

will they do the registration for you too?

Of course not. They'll just claim your llc needs to pay local corporate income taxe, VAT, pay local social security, dividend withholding tax, ... on top of whatever needs to happen to keep US authorities happy.

Sounds like bad advice. Registering a local company in the Netherlands is super simple, tax is an online portal, everyone could do it. Setting op a foreign Delaware company means you're then dealing with international tax issues.

Unless you also personally relocate, then it probably makes sense.

In the UK it used to be one form and a fee of £25 or something like that. I think, nowadays, that's probably just done online as well.

Yep, it is straight-forward.

The hard part, I heard, was closing a UK company!

It's honestly not hard either. Certainly doesn't require any face-to-face interaction or anything.

For a small company with 0 assets and one owner which has ceased trading, I believe you can just abandon it, stop filing and wait for it to be wound up - but check this!

That won't get you a VAT ID, which is the key thing he says he needs to be able to bill people outside of Germany. It is significantly cheaper than 9k EUR and faster than 6 months to get in the UK, however.

It is free to become VAT registered and only takes a few days for the VAT number to be assigned and posted to you.

Do you really need a VAT ID though? There is the “reverse charge” mechanism, which IIRC you can use until you sell a lot in any given country. (IANAL)

Both parties having a VAT ID is actually a requirement to be able to use reverse charge: https://vatdb.com/reverse-charge/

Okay, it’s way more complicated than I imagined then!

But if you’re not liable for VAT in a given EU country yet, I suppose you can then just skip it? There are some countries with low thresholds (like 15k € in Cyprus or 0 € in Belgium) but if you’re keep clear of those, do not cross thresholds anywhere, and are doing B2B only, you’re in the clear, right?

It is somewhat annoying dealing with accounting and reporting for reverse VAT as a customer.

Not a dealbreaker in itself, but the sort of little thing you don't want to build a stack of. Shady PO-box address, Yahoo contact email, expired ssl certificates etc.

But I understand the admin has gone up significantly. Though I presume AI is pretty good at generating the boiler plate bureaucratic work (privacy policy, anti slavery statements, etc).

You don't need that stuff for setting up a company, I've only come across those if we are going through due diligence with a (B2B) client.

In Germany it might be easier to open a company remotely via Estonia

That way, AFAIK, the German government will determine that the "place of effective management" is Germany, and tax you also there.

Double taxation is not better.

DE & EE should have a double taxation agreement.

https://www.fin.ee/en/double-taxation-agreements

I would say that depends of the company's legal form. If you have an "AG" or "GmbH" you get double taxed anyway, one time the company and than again your salary. So if you have an Estonian equevilant of a GmbH/AG your company will get taxed by Estonia and your salary by Germany. The Estonian E-Residency Website at least confirms my assumption but in case of Germany I could be very well wrong of course...

https://www.e-resident.gov.ee/understanding-cross-border-tax...

I think you misunderstood double taxation . You probably understood it as taxation on corporate and personal level. But in this context it means taxation in two jurisdiction (Estonia,Germany)

You don't get double taxed, you get taxed on your salary and your company gets taxed on whatever profit remains after paying salaries.

> So if you have an Estonian equevilant of a GmbH/AG your company will get taxed by Estonia and your salary by Germany

Estonian CIT is 0%. If you pay dividends (which is not required), or if you pay director’s salary (optional if you’re a one-man company without a ton of admin), those will be taxed in Estonia. If you only pay yourself for your actual services – no taxes in Estonia.

Germany might tax your Estonian company if they determine the company is a German resident. Check with your accountant.

(IANAL)

Estonia isn't 0% cit . Tax is just deferred until distribution.

Technically yeah. But you don’t have to distribute profits, and paying yourself for your (non-admin) services is not taxed in Estonia.

You might have to pay yourself a director’s salary. That would indeed be taxed at 22%, but you still only have to bill for the time you actually do admin / management work. So if you spend, say, 5 days a month on it and 15 days a month on everything else, the effective rate would work out to 5,5%.

And for a single shareholder company with no employees and under 2M € annual revenue (and probably some other criteria like not having employees or veing liable for VAT or something) it is the general practice to just not pay the director’s salary at all.

(This is probably a gross oversimplification, definitely ask a real accountant about the details.)

Have multiple friends who have done an Estonian OÜ despite being primarily German. No issues on this tax side.

If they are still a German tax resident , they are committing tax evasion . § 1 Abs. 1 KStG

What if there were multiple (2+) founders of a company, and some lived in Estonia? I think in one case they had a Croatian co-founder as well.

This will most likely result in Permanent establishment (PE) in Germany (e.g due to fixed place of business). That means Germany will tax the company anything which is attributable to the German guy.

It doesn't really matter.

If you do business in Germany you are evading taxes just by the fact of doing business. Everything and anything you make belongs to the government. It is an unfortunate loophole in the law that temporarily permits you to steal some of your profit back from the government where it rightfully belongs.

Yeah, this is sarcasm, but not really. The practical reality is that it simply makes no sense to incorporate in Germany. For example, the OP missed six months of opportunity just to please the bureaucracy and it's not even the end of it.

If you don't like the laws/rules then just leave Germany . There is no justification for tax evasion .

It is how Russia become what it is: we all be said «If you don't like new law/regulation, go to your beloved USA, you are not a patriot and must be punished».

I'm sorry, but Germany is democratic country, and citizen of the country can choose by definition.

Leave your motherland because your government is crazy in one way or another? It is nonsense.

In reality, sometimes people need to do it (because it becomes too dangerous to stay), but it should not be this way. In any country.

> If you don't like the laws/rules then just leave Germany

Or change something. But yeah, I agree that leaving a country that you don't like is a good solution. I did that myself.

> There is no justification for tax evasion

The basics of philosophy behind taxation state exactly the opposite: it is an obligation of a business to evade as much tax as possible - as long as it is legal.

What you describe is tax avoidance and not evasion.

Tax evasion is always illegal.

As I see it, the general philosophy of taxation in old Europe is this: any euro that you take home is a theft of state money. Ideally you should pay 100% of your income and then some. It's okay to receive salary though.

> It's okay to receive salary though.

Are you sure? I'm paying 48% as income tax, and then 21% as VAT and some additional taxes on gasoline, electricity, LPG, car, motorcycle, house and water. Additionally I'm forced to buy health insurance and cannot pay for medicine out of my pocket, insurance is only way to go.

If I invest my money (buy ETF, for example) I need to pay tax on imputed income over my open positions on the stock market (no matter, goes actions/ETFs/options up or down, I pay for open positions, not for my income from these positions).

If I have more than 57K€ in the bank (with 0.5% interest when official inflation rate is about 4% and real one is more like 10-12%) I need to pay tax on that money (not for the interest earned, but for sum on the account!).

Looks like it is not Ok to receive salary if it is a notch above poverty level, too.

Oh, and now I need to pay duties (on top of VAT) on each purchase in non-EU internet shop, no matter how cheap it is, and there is minimal duty 4€ per item. So, buying something small but unique on AliExpress is very costly too. And it is not protection of local brands — because almost nothing is produced here, especially for DIY hobbies (my case, but I'm sure everybody can name other group of goods which has good selection over aboard).

I've get free samples of some technical fabrics from USA (could you buy then in EU, by meter and as privet persond and not a business? Nope) and payed 14€ to the state: like 2€ VAT on FedEx shipping costs (goods are FREE!) and 12€ fix to process this transaction. And, no, it is not FedEx fee, it is local custom fee, it it the same for official national post service. Nicccccce.

> Looks like it is not Ok to receive salary if it is a notch above poverty level, too.

Oh yes of course I meant that the only salary it is okay to receive is a small one. One shall never ever be permitted to feel wealthy.

While I won't dispute that 6 months is outrageous, OP has not spent them to "please the bureaucracy", they spent them to escape personal liability should the company go bankrupt. The rest of the post is bemoaning the fact the German government won't let them also permanently reduce the company liability below 25k.

> OP missed six months of opportunity

OP missed six months of opportunities because he is an idiot, that has been scammed by a tax consultancy that is interested in his money.

He should have setup a UG, start the business and invest into building a GmbH.

This is pretty bad advice as your company will be dual resident with Germany having the right to tax .

That means you pay German taxes + double amount of compliance ( because you have to file everything in Germany+ Estonia ).

No, it’s generally a pretty terrible idea. Germany applies taxes based on the place where a company is managed. If you live in Germany and remotely manage your Estonian company then you’re expected to pay your corporate and other company taxes in Germany. The overhead of managing the international situation is more complicated than opening a company in Germany to be honest

This is insane. So I need to work 5 years on site in Germany as a contractor being paid by foreign parent company, why should the company be liable to be registered and pay taxes in germany. Eg Microsoft sends tech to fix Azure system fir Mercedes.

I don’t understand your point. Are you managing the company from Germany? If you’re a contractor I don’t understand why you would be managing the company

You should Google "Place of effective management"

A lot of the entrepreneurs I meet become tax & social insurance fraudsters as soon as I mention this, because they think they can setup a company somewhere but live in Spain, without paying or registering companies here.

yes because you are handling 100s of milions and you are some sort of public face then you get targeted.

But if you are some noname making maybe up to a few mils per year income, nobody is going to chase you and prove you are avoiding local taxation. You are always "in a short holiday trip" :).

> Although Sweden is a bit strange in the fact that banks have as much equal say as the government authority does in you starting a company, and if they don't want you as a customer, they can simply deny the right for your company to start!

Wait, how does that work? Are you saying that if the bank doesn't like me, instead of just denying me a loan, they can convince other banks not to loan to me as well?

it sounds more like they can choose not to work with you just like in America, but maybe the reasons are allowed to be more spurious

It's not about a loan. You have to put ~2,000 EUR in your company account in order to start it, and they might refuse opening an account for you. They're not going to talk with other banks, but if they have a good reason to think working with you is going to be difficult, chances are other banks will think so as well.

That's actually not the only option. You can also transfer property (apportegendom) to the company, such as vehicles, machines, patents/copyright/trademarks, real estate or pretty much anything of value, to use as your share capital.

You just have to specify it when registering the company, and have an accountant certify the value.

But obviously, it's more annoying and you have to keep track of depreciation.

They can't convince others, so I shopped around until I found a willing bank. This is due to introduced KYC requirements and the harsh penalties associated with them - so banks are preferring to err on the side of caution.

Same story goes for opening a personal account.

I paid someone 100 euros for a title, i said hi, and I send quarterly 0 euro issues. That's all the effort I need to do in The Netherlands

To be fair, it's also much easier to start a company in Germany if you choose a simpler legal form. It's probably still easier in the Netherlands or Sweden, but the authors pain is at least partially self-inflicted.

Yeah it’s also very easy to do in the UK.

Getting a little bit more annoying year-on-year for maintenance with stuff like identity checks and software requirements for eg tax information, but still trivial to initially create

Yeah the "making tax digital" thing sucks, but there are lots of little companies that will do a simple filing for you. I hate the theory, but at least in practice it does work okay.

That's true anywhere, if the banking system does not like you, you are done.

Same in Belgium. Easy peasy. Took no time at all.

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