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 |  | Create An English Ltd. or German Gmbh. ?http://www.berklix.org/mecc/ltd_gmbh.htmlDates in Reverse Chronological order
      2019-10-11 HMRC snail mailed to a German address (warning
      of an end of September deadline), using "Post NL", it arrived
      Sat 5th Oct! So don't rely on postal reminders overseas!Brexit Brings:
      2019-03 
      brodies.com/blog/corporate/brexit-uk-companies-operating-in-germany/
        2011 or earlier: A web search provides various proxy
        services eg: EAC Business
        Services 
        
          2008.11.01 : Cheap German Mini Companies: 1 Euro 
        Modernisierung des Rechts der GmbHNominee Director UK 150.00Nominee Secretary UK 49 poundsRegistered Office UK 49.00Full Company secretarial service ( Inc Registered
          Office,Nominee Director & Nominee Secretary )
          199.00 
          GmbH-Reform Am 1. November ist die lange erwartete
          GmbH-Reform in Kraft getreten. Ziel ist es, die
          Rechtsform der GmbH international
          wettbewerbsfähigher zu machen. Insbesondere soll die
          Gründung erleichert und beschleunigt werden.
          Existenzgründer sollen nunmehr - entsprechend der
          Forderung der IHK-Organisation - die Wahl haben zwischen
          der Unternehmergesellschaft (haftungsbeschränkt) mit
          flexiblem Stammkapital oder der GmbH mit einem
          Mindestkapital von 25.000 Euro. Statt Mustersatzung wird
          es ein vereinfachtes Gründungsverfahren mit
          erheblich geringeren Kosten geben, soweit nur bis zu drei
          Gesellschafter an der Gründung beteiligt sind: das
          notarielle Gründungsprotokoll. Über diese und
          weitere Änderungen des GmbH-Rechts, zum Beispiel die
          Unternehmergesellschaft (UG) oder 'Mini-GmbH', informiert
          Sie unser Merkblatt..
PS I suspect 25,000 Euro incorrect ?, I think limit
          was 50,000 DM, mapped to 25,000 Euro, then got reduced to
          12,500 Euro maybe summer of 2007 ?Der komplette Gesetzentwurf ist im Internet unter www.bmj.de zu finden.2008  Easy, quick (a few
      hours) and cheap to set up a UK company, it cost about GBP 30 in 2008 , a bit more
      if you want a paper incorporation certificate. Standard
      Articles of Association allow you to conduct any sort of
      business activity.10 Nov 2008: OLG München, Urteil vom 30. Oktober
      2008 - 8 U 1941/08: (Off topic for this page:) German law: 
      A customer cannot refuse to pay at all, just because not all
      was delivered Bei einem fehlerhaft erstellten
      Softwareprodukt mag zwar wegen zweier fehlender Module eine
      Reduzierung des Werklohnes angezeigt sein. Das Ausbleiben
      jeglicher Zahlung seitens der Bestellers stellt jedoch
      mangelnde Vertragstreue dar, die jedenfalls gemäß
      § 242 BGB das Rücktrittsrecht
      ausschließt.2008.07.01: As of 1.7.2008 German lawyers are now allowed
      to negotiate flexible fees/ (& perhaps fees contingent on
      winning)2008.07: Recently UK companies house relaxed regulations:
      Far as I know, one can now have single director companies,
      & no need for that director to be UK resident.
 
 Factual
    Corrections Encouraged. Preamble - You Want To Start A Company ?Welcome To Competition, Risk, Aggression, Trouble, &
    Expense !
      There's probably lots of pages encouraging you to set up a
      Ltd or Gmbh. Perhaps you don't want to trust the bland
      commercially biased puff pieces, & want to be aware of
      & consider some risks yourself ? This page warns you of
      some problems. This author  will not
      make a penny either away, whether you go ahead or get scared
      off. I guess that's impartial ? This
      author  appreciates any factual corrections to this draft
      page, which is new & perhaps wrong or sparse in places.
      If you form a Ltd or Gmbh you are preparing for the world as
      a combat zone: You are preparing to denying others the right
      to claim full damages when you screw up badly. A nation's
      `defensive precautions' whether military, economic, import
      tarif, or attempted exporting of local `social conditions' to
      competitors, is often perceived by another nation as
      aggression. You may see your plans as defensive, but consider
      how you as a creditor may perceive the liability limitation
      of some other Ltd/Gmbh that goes belly up leaving you
      financially screwed ! Corporate Business is more aggressive
      than life as an employee or contractor technologist front
      ended through a jobs agency . 
       Companies compete commercially, & nations are in
      competition too, (though some in governments seem often too
      myopic to realise that they are in international
      competition), certainly for highly mobile IT sector business
      competition is real (eg Siemens's Munich's `internal software
      house' is in Bangalore, India!); civil servants obstruct or
      fine, the patent
      professionals predate on our industry, & lawyers
      abound rather as mercenaries did in the past, ready to help
      or hinder or prepare for a coming fight, dependent on who's
      paymaster, & then there's the occasional person looking
      for a bribe or embezzlement (Ugh!), & free-loaders &
      pirates etc. So do you Want to also be in Corporate Business,
      distracted part of the time from your fun technology where
      you'r highly competent, to a more scarey & exciting world
      of Corporate Business, where others are already expert ?
      (Remember the Chinese curse: "May you live in interesting
      times"). Welcome To Business ! ... Beware all who enter !So You Still Want To Form A Company ?
      OK, Read on, but ... 
       I'm not paid to write this. I'm not require to be polite or
      diplomatic or pander to people's often un-informed or
      nationally blinkered sensitivities. I've seen things where Germany could reduce its obstruction to
      business , & I'll mention some. (Equally I'm sure a
      foreigner in Britain might spot room for business
      improvement, but that doesn't excuse Germany's many
      obstructions.) Perhaps enhanced insight may combat a national
      complacency that knows no better; sometime it takes a fresh
      eye to spot the problems. The sooner that more locals learn
      business doesn't Have to be so obstructed, the sooner they
      can push Government & society to remove German obstructions to business .
    Someone asked on MECC mail list in
    06.2004
      I just had a look around on www.go-limited.de which looks
      pretty good at first glance as an alternative to a GMBH here
      in Germany.I was actually just about to set up a GMBH within the
      next couple of months but now I'm torn. Before I head off to
      talk to an accountant I would like to know your opinion on
      this.Does anyone know whether there is any major drawback such
      as difficulty finding an accountant, increased bookkeeping
      overhead, or hidden expenses, etc ...Does anyone know whether there is any major drawback such
      as difficulty finding an accountant, increased bookkeeping
      overhead, or hidden expenses, etc ... Rephrase The Question
      Invert the question, assume a UK default company base, &
      one could equally ask: "Are there hidden costs setting up a
      German company ?" The difference just depends if the
      questioner is British or German. Most nationals of any
      country won't have much more than a superficial knowledge of
      corporate creation & administration even in their own
      country, let alone another country in another language, so
      the question is ...
     "What do MECC people know about costs
    & benefits of British Ltd & German GmbH ?
      English Speaking Companies
        This author formed an English Ltd Co.
        in '86, I  set it up in England 'cos
        I  couldn't read German properly at
        the time. I could have set up in any English speaking
        location, some of which are what people sometime like to
        call "very tax efficient", such as Panama or the Virgin
        Isles etc too, One use to find adverts for such things in
        the back pages of the UK's Private Eye  magazine. I  wasn't looking to be so `creative' ;-)
        I  haven't looked at http://www.go-limited.de  ,
        however, they'll presumably they have some financial
        incentive in Germans setting up UK Ltds, so can't be
        expected to be neutral ? However I have heard from
        presumably neutral sources that the UK offers a better
        deal. 
         Probably the public of many countries think they've got
        the worst bureaucrats with their own fellow nationals being
        an obstruction to them. I have lived & work in both
        Britain & Germany a long time, I am of the opinion that
        one is better off avoiding German bureaucrats. Hence I'd
        suggest forming a Ltd, not a GmbH, on the simple premise of
        avoiding German Bureaucrats whenever possible. ( In numerous discussions with Americans I've also come
        to the conclusion America probably has less obstructions to
        (& more incentives to & for) business than either
        Britain or Germany. Perhaps the newly reconstructed
        emerging countries of Eastern Europe, just into the
        European Union this June , might be where there's least
        obstruction to business (purely guessing, let me know if true
        / false) ) Gmbh: An friend (Irish) set up a German Gmbh a few
      years back, I believe because his bilingual (German &
      English) wife was going to run it in Germany, & she had
      studied German not English business administration. so the
      German system would be more familiar. I
      have never heard of any of us doing a rigorous cost / benefit
      comparison of which is / was best (& the balance may
      change with time ). A MECC member  here in Germany has heard for
      GmbH you also have to pay "Sozialversicherung". Wouldn't
      surprise me. Resident Directors
        UK Ltd.: One is required to have a UK resident
        Director, (might be problematic: relatives &/or friends
        may get tired & be less keen to continue). 
         German Gmbh I don't know. Do you know ? Austrian Gmbh I don't know. Do you know ? (~
        1.5hrs down motorway from Munich, also speak German) UK Ltd: Who Does The Books ?
        If the UK Inland
        Revenue  agree you'r a simple company , well behaved
        & mainly / or better solely trading abroad, they're
        usually prepared to waive their right to demand a UK Chartered Accountant 
        certified annual tax return, at which point the small
        accountant down the road (or your business savvy relative /
        friends or you yourself ) can do the books, & it's
        cheaper to run.
        
         
         Ltd.:A German accountant might advise against: he
        might see no revenue for himself in a UK accounted company
        ? Though I suppose if he & his book keeper are
        comfortable also working in English, & if the UK Inland Revenue
        doesn't require a UK
        Chartered Accountant & if you happen to think your
        German personal accountant is good value for money I guess
        he could prepare it for you.Requirement To Register Foreign Operation
        My German steuer- beraters told me  if a
        foreign ie British etc company, has a director resident in
        Germany, then it has a German base & must register its
        operation here too (that doesn't mean form a Gmbh too, but
        does mean filling out forms in German). However that might
        be avoidable, legally or otherwise, I wouldn't know. I  did know an outfit in North Munich
        that 10 years ago, had apparently been trading for years
        unregistered. How close to the wind they sailed I can only
        guess, but the man in charge was a nasty character I have
        reason to distrust.
        
      Join Free & Learn
        Join our MECC 
        mail list & Stammtisch to exchange info. We have at
        least: 
         
          Two German nationals who run German GmbHs,A Brit with a UK Ltd,An Irishman with a German GmbH,An Irishman who ran a Ltd in Eire (Eire of course
          being similar legal system to UK, but independent of UK
          since early 20th century,A Brit who has recent knowledge on sole trading
          including supply of hardware (& Manufacturing tax.An Austrian & at least one American who may have
          varied perspectives on personal tax issues.Sundry others whose tech. & company knowledge
          you'll never know unless you come join
          us Language & Bureaucracy
        
          A British company can be formed to run in English or
          Welsh language.I imagine an Irish company can
          run in English or Irish.I imagine a German company just
          runs in German language.Not heard of anything European yet, in regard to
          company formation, it's probably some decades yet before
          that'll be possible.Perhaps a UK company may be less bloated & loaded
          with bureaucracy & tax/income prediction rules etc
          than a German one ? Perception of that may depend on
          ones' nationality & upbringing, or on the facts ? ;-)
          I know no one who has personal comparative experience of
          running one of each. I'd be interested
          to hear. Annual Fees
        
          
            Filing Fees 
            Look it up yourself 
              UK
              Companies HouseThey do a nice series of free plain simple english
              booklets, well worth reading. Authoritative too,
              unlike both information I've put on this page or
              Germans put on German language pages about British
              companies, any of which might be wrong.
Germany ? Someone send me a
              URL pleaseAccountancy Fees: How long is a piece of
          string ? ie may depend on turnover & transactions. UK
          accountants used to be damn expensive, more so than
          German, surprisingly, (surprising as contractors used to
          earn more in Germany than Britain, & Germans
          generally charge higher service fees in general than
          Brits (eg house sale in UK: 2.5 to 3% seller only,
          against several percent each side in Germany, one of many
          service fee examples).Beware International accountants: The person
          you talk to may just be an accountant of nationally
          limited experience, working for an prestigious
          internationally known group of accountants, thus more
          expensive for no real benefit. Very different from
          someone who actually personally understands 2 tax systems
          that would be worth paying more for.A renowned accountancy firm I know
          of were expensive & useless when I talked to them in '85 / '86 or so. They
          just kept telling me they could
          find out about UK & get back to me (read: establish a business relationship
          with me & start billing
          heavily) , & I kept answering that would be a waste
          of time as I already knew whatever
          in UK, or my father did, who was a businessman. & I already had a German steuer- berater,
          so that I did Not want them to do any research for me,
          all I was looking for from this international firm, was
          indication of pre-knowledge of Both German & UK
          systems, prior to decision to purchase a little advice on
          cross border tax optimisation. They were thus no damn
          use, but wrote me a big hourly bill
          for first lengthy introductory meeting, despite I'd kept
          trying to cut them short, & told them repeatedly that
          this was just an initial first meeting to see if they
          could be of use to me, & I
          would only engage them if they would be of use. - Hence
          Beware !
Beware also any German firm, particularly German
          lawyers, where the secretary shoves a form under your
          nose to sign (in German of course) authorising their firm
          to do christ knows what on your behalf, (including by
          implication billing you), before you ever meet her boss
          to decide if he's the right person for your business.
          It's just another tedious off putting part of German
          business life. Refuse until you met your lawyer. Just as
          he'd refuse until after he'd met his computer consultant
          ! (No apology for the `he' & `she' BTW: It Could be
          the other way round, but I've never yet met a male
          secretary in a female lawyers office, though they
          doubtless exist other places). Tax Prediction
        In Germany (a GmbH owner reports): 
         
          The Finanzamt  will
          use your annual tax declaration to estimate your
          turnover/income for the following year, and then ask
          advance payment for the expected taxes. ... The amount is
          split into smaller (usually quarterly) parts. ... If you
          have a very good year, and the following year is not as
          good, the estimates are too high. But in this case you
          can ask for reduction, and from what I've seen myself and
          what I heard from others this has never been a problem.
        
        One does not need to predict future income for either a
        German or UK company. In UK one can pay tax at end of year,
        after you know what you've earned (or more accurately, what
        you've invoiced for, (so you might not want to invoice near
        end of year if customer's wont likely pay till next year).
      Credibility & Capitalisation
        This section to be split into 2: Formal Capitalisation
        Liability & Practical Credibility 
        
          Some say a German GmbH has more credence, with an initial
          capitalisation of 25,000 Euro ,
          there's some partial truth to that, but perhaps less than
          some believe: Initial UK capitalisation can be as little
          as 2 or 3 pounds, with liability I 
          recall to pay 100 pound minimum though, if things go
          belly up (&/or maybe requirement to hold a meeting to
          authorise extension of share holding capital beyond 100).
          (I can't remember exactly, it's been a _long_ time ) 
           Truth doesn't matter here as much as what people
          believe. A GmbH (even if run by a single person) is
          sometimes more trustworthy than a bigger company which is
          not a GmbH or AG. I'd heard that in Germany the 25,000
          Euro can on occasion, after the initial showing to
          register, be rapidly removed again. (Perhaps by
          discovering or doing work to merit consultancy or other
          bills to pay I had guessed. ). I had also heard that you
          only maybe need show half ? &/or can borrow some from
          bank. This seemed to have been rather garbled/
          misinformed/ or possibly from dodgy backgrounds, where
          perhaps things may not have run correctly. Two owners of different GmbHs wrote to MECC mail list in
          2004: 
            Borrowing for the capital is not
            legal, especially not from a bank.You don't have to keep the
            ``Grundkapital'' (minimum 25,000
            Euro) locked up in a bank account, it can also be
            invested in company assets.  But if the
            sum of assets and money drops below the registered
            amount of the GmbH, the company is required to file
            bankruptcy ... otherwise, this is a criminal offence
            and the limitation of liability is void. 
            Not every AG has to be publicly traded,
            there is also the ``Ich AG'' which is supposed to be
            manageable even for individuals or small companies
            (I've never researched about that topic, though). Many people in both Britain & Germany give Ltd
          & Gmbh undue credence. Some of those may include
          people we know: technologically clever employee engineers
          in major engineering firms, but folks who may not know
          much about business law. As consultants, perhaps we don't
          want to scare customers, so should just leave perceptions
          undisturbed, but in reality small firms can be less safe
          than individuals, or partnerships. Remember exactly what
          the titles Ltd & Gmbh says: A small(*) firm who have
          Legally Limited Their Liability to pay their creditors if
          they screw up badly ! (*) Usually small, but not
          necessarily: a stock exchange listed firm such as Plc
          must however have much greater minimal capitalisation
          & live to much more stringent accountancy standards
          etc. An AG = AktienGesellschaft = firm with shares
          (though it might be just an "Ich AG" - I don't know
          anything about them. Ask the Arbeitsamt Often enough if I trouble to
          explain about `Ltd' & `GmbH' properly to someone,
          customer or otherwise, their whole financial perception
          changes, & they're quite grateful, & more relaxed
          dealing with smaller companies, or individuals, once they
          know you'r stable & not going away.  As a creditor, you'r sometime safer trusting an
          unlimited liability person or partnership if some have
          got personal assets &/or capital: there if something
          goes wrong, if it's eg an unlimited partnership, &
          one screws up really badly, you can sue 'em all into
          bankruptcy, & collect the assets. I knew a German girl whose father was an
          architect: I think the fellow
          architect of her father was the one who'd screwed up
          somehow, but her father ended up losing their house,
          worth far more than some paltry 25,000
          Euro capitalised GmbH. A one or two man firm can thus
          be of far more worth than a `real' company ! Ask yourself
          what your assets are worth: got a nice car ? a part paid
          flat or house ? Then you as a sole trader can be
          considered more financially stable than some Ltd or GmbH.
          This reality is proven by the fact that that banks (at
          least in Britain, don't know about Germany) try to make
          loans to companies, secured on personal guarantees from
          the company directors. Ditto for UK landlords seeking
          security for leasing properties for start up computer
          companies. ( People tried that one on me back in 1983 for
          a new company start up - No Way ! ) German Situation on
          that I don't know. Do you know ? Directors of UK Ltd companies are increasingly being
          burdened by new laws, with personal responsibilities they
          cannot shirk & palm off on the company. Can't
          remember them all, but some are eg a Director responsible
          for poor safety when someone gets injured, can be
          personally liable, (financially &/or tossed in jail!)
          not just the Ltd financial liability as in old days. I
          guess German law may be evolving in same direction ? So
          far so good, but I think it goes a lot further. Read the
          leaflet called (from memory) "Responsibilities of
          Directors" from UK Companies House
          German situation ? I don't know. Do you know ?Tax Balancing
          Load balancing: UK personal tax is to April ( 4/7th ? ).
          German is 31 Dec. Both a UK Ltd & a German GmbH can
          choose when it's tax year date is. Then there's the
          question of whether tax is due on invoice being issued or
          money being received. used to be different between
          Germany & UK. Find out what it is currently &
          tell me  please. Deft balancing of
          income between years to achieve uniform rather than peak
          personal tax rate any year may be possible. Not that I  ever tried, but if you'r good with
          admin, & prediction, & can tear yourself away
          from the technology, maybe you can   Rating Agencies
          A Gmbh owner wrote: 
           
            Many (especially bigger) customers don't want to deal
            with individuals, but only with "real" companies, i. e.
            a GmbH or similar. They get their information from
            several independent channels - like data collected by
            credit agency like Creditreform , Dun & Bradstreet  
            
             (sooner or later you will need to register with
            D&B to get your DUNS number - at least if you ever
            want to deal with companies like Siemens etc.). They
            told me you cannot get any contracts any more without
            being registered with their "click2procure" system. and
            the first thing you need for registration is your DUNS
            number.
          
          ( Try via US Securities
          & Exchange Commission  to find other reference
          agencies such as Duns )
        If your customers find that you are a German who is
        running a Ltd.
          Maybe they'll think less of you (`Sinking Ship'  syndrome ? ;-) ... or
          they'll be impressed by your international financial
          prowess ? Or they'll think you modern, more European
          & flexible, non national- blinkered ? Probably a mix
          of various reactions. ... But you don't _have_ to tell
          them.: 
          Exchange rate:
          You can have a Euro dominated banka account in UK. (
          Since '86 or earlier (OK, was DM then). Be warned: UK Inland
          Revenue  will charge you corporate tax in Pounds
          Sterling, you'r gonna have fun with those exchange rates
          ! ... & which date does the rate apply ? that becomes
          of great importance if there's a currency rate lurch that
          year. I  think it may be on the
          final day of the Co Ltd tax year, but I'm not at all
          sure, ask your accountant, please tell me  if you know !
        Financial Immunity &/or lack thereof: Personal,
        Directors, & Corporate
          Certainly one has to consider not just any financial
          immunity that English company law may or may not give you
          as a service provider, &/or directors in UK, but also
          what the local German law might be able to get you for
          personally ... so to be sure: talk to 2 lawyers: one Brit
          & one German if you can afford to ;-) & then
          there's the ever increasing European laws: get a 3rd
          lawyer ? ;-) who knows what's at Brussels/ Strasbourg
          & the products of the tower of Babel (how many
          official languages are they burdened with now, & just
          what backlog do they have translating  ?!) ;-)
         
        
        
          Freelancers are _still_ seeing a rotten economy at
          2004.06, that the German politicians seem to be still
          making no realistic effort to fix (eg they could reduce
          bureaucracy, rules & stupid medieval based guild type
          restrictions, not waste time passing ever more expansive
          & dubious ecology laws, & they could stop wasting
          time fighting over the balance of taxes between federal
          & Lander - & instead devote time to devising
          measures to expand the economy, not fight over a
          shrinking tax income !) The electoral slogan "It's the
          economy. Stupid!" never seems to have sunk in to the
          consciousness of politicians here. Does it give us
          satisfaction to know the economy is currently in charge
          of a chancellor who apparently finds time to sue in court
          about some allegation whether he does or does not use
          hair dye ... ?! A pity he can't fix the economy. Perhaps
          we need a shortish dose of Margaret Thatcher type radical
          reform, to shake up the complacent system, (even if it
          then needs a further shake up later to repair collateral
          damage ;-). Freelancers (often working through small
          companies) care more than most how well an economy is
          run, - we experience any down turn first. Any stability /
          growth is currently coming from USA & Britain etc,
          not from recessive mismanaged complacent Germany, the so
          called (& falsely labelled) locomotive of European
          industry, now well of the rails 
           Perhaps we need an `Anglo Saxon' (as French politician
          Chirac would condemn it), less regulated economy, to fix
          the mess. So why do I stay ? The great Munich beer
          gardens & proximity to Alps & lakes. Cycle track
          on a river & a big park through the middle of the
          city, & wide circle of friends. The economy itself
          though is good reason to leave. It's screwed. It began
          with Kohl's 
            Unification Bungle (justified by the
            Constitution apparently, that we had to be one unitary
            state of German speaking happy taxpayers, though they
            could have changed the constitution instead, after all,
            Germany's only been a state for a mere 150 years,
            Nothing compared to France Spain UK; Austria speaks
            German but isn't German, & USA & Australia
            aren't ruled from London)
           
          & we had the the obvious 
           
            Big Lie "It won't cost you anything, self
            financing", which lots were amazingly gullible enough
            to believe at the time, I recall... After which came
            Solidaritaet Zuschlag, & East German high
            unemployment) ,
           
          Then we had 
           
            The Big Move They'd had about 40 years to settle
            into Bonn, build a federal government infrastructure
            there, with much government work out sourced to the
            Lander. Then they forced near all employees to move to
            Berlin, which many didn't want to do, & ran up a
            horrendous taxpayers bill for new buildings etc. (&
            of course created a new over pressured central city
            like London: too big, centre of everything, nothing
            diversified, & of course reinstating the Berlin -
            proud capital of a large state sort of structure that
            worried some who remembered their history, but perhaps
            didn't care to articulate their thoughts. Not a problem
            currently, but an un-necessary, disruptive, insensitive
            & wasteful move.
           
          When was the last time German politicians scrapped some
          laws, instead of heaping on more junk ? Politicians have
          talked tax reform for years, TV news was full of little
          else for years, but the Germans didn't discuss Business
          reform & relief from restrictive legislation. 
           The German people proved they can work hard post 2nd
          world war, reconstructing, but how can they work hard
          now, limited by more rules at every turn ? I see little
          hope of liberalisation for this rather sclerotic society
          except from Europe, forced down from above. eg European Court
          05/11/2002 Judgement/Urteil C-208/00 Überseering BV
          (Netherlands) Versus/gegen Nordic Construction Company
          Baumanagement GmbH (NCC)
            Language of the case: German. 
            (My summary: companies formed legally elsewhere within
            the EU have legal substance overall in EU, & can't
            be ignored (& can't be refused permission (as non
            existent) to sue others etc). 
             I got the dates of the case from here 
            go-limited.de, where it says Bundesgerichtshof
            confirmed it 13.03.2003 Search further if you
            want
          Monty Python's quote: "_Nobody_ _expects_ the Spanish
          Inquisition ! " Neither will you expect it when if you'r
          not damn careful how your structure your consultancy
          business, any hint of Manufacturing tax type business
          could bring you big trouble ! 
           Manufacturing tax (& the German guilds system etc)
          can be the kiss of death to setting up new businesses.
          Gewerbe-steuer may make sense to narrow minded Germans or
          Brits who've gone native in Germany, but to this author,
          it's just another stupid tax that deters German industry.
          I've had ideas for several ventures I wouldn't pursue for
          fear of getting drawn into the cesspit of more German
          bureaucracy. I make every effort to avoid the entire
          German civil service, (except tax dept, gotta' pay them).
          The Kreiswerwaltungs were bloody un-civil & did their
          very best to obstruct my European Union rights to a
          residents permit way back. I won't waste my time with
          them. A burden the Germans have that kill & inhibits
          new industry & / or moves it off shore.The German Guilds System
          Perhaps the worst aspect of German business. Seems little
          changed from medieval practice to me. An obsession with
          paper qualifications rather than skills. Much work you
          still can't do without a "Meister-Brief" I've known a
          British builder who had to leave Germany, 'cos though hew
          was fully skilled, he couldn't trade alone, & had to
          pass hsi work through a `Meister' who was signing off,
          & creaming the profit. Chimney sweeps run a closed
          shop, legally maintained. Don't do anything with a
          soldering iron unless you'r qualified ! The IHK =
          Industry & Handels Kammer provide some potentially
          useful & interesting services, but be careful what
          you tell them: if membership was truly optional, that
          would be just fine, but it's not as I've heard it, if
          you'r in certain lines of work, there's obligation to
          join so I'm told, in certain circumstances. I'd be very
          glad to be categorically told by IHK that there's never
          in an case obligation to join, but I have been repeatedly
          told by locals that's not the case. All this closed shop
          national Meister rubbish is probably in breach of the
          treaty of Rome's freedom to move & work etc, but that
          needs court enforcement, & lawyers aren't cheap. Fact
          is you don't meet half the obstructions to work in the
          UK, that you meet in Germany.
         Wholesale purchase often needs Handels Register
          Many firms won't sell you to unless you'r registered in
          Germany. In Britain the usual attitude is: "If you want
          wholesale prices, we have minimum order quantities." but
          UK suppliers aren't stupid enough to simply refuse to
          sell. I've seen this obstruction from a Disc driver
          vendor in Soest (DM 3500 order refused) & Large food
          shops like Metro in Munich, who from 1985 to 2004
          inclusive have consistently refused to sell from their
          large warehouse type outlets, unless you provide paper
          proof eg from the Finanzamt of being in formally
          registered business, (forget foreign = European
          documentation (Again !) If you just have say a few
          thousand Euro on you , see a good deal, & want to buy
          it here & sell it elsewhere in Europe: forget it - no
          German papers - no sale !
         Retail purchase can be easier in other countries.
          Even shop assistants get 2 years training (when you go
          shopping ask yourself what some spent 2 years learning
          ;-) Certainly back in the late 80's in Munich "Kunde
          (=Customer)" certainly used to all too often seem an
          epithet, though it's got better & I've probably got
          more used to dealing with locals their way ;-) They
          finally got credit cards here, but only about 2 decades
          after Britain. They finally let their shops open a little
          longer on Saturday, but only 2 decades after Britain,
          & still nowhere near as long. Tottenham Court Road
          London is open to sell electronics Saturday afternoon. PC
          shops near Schiller  Strasse
          Munich closed, Not to sell computers Saturday afternoons.
          Partly German laws, partly German habits.
        Working Hours - Inland
          I've been chased out of work in Munich, because the
          boss didn't want our mixed teams of employees &
          freelancers being seen to work too long. If you work too
          many hours in a week, you (employee) can be prosecuted by
          the German state, & so can your boss.I've known technologists officially check out with
          their time card, then sneak back into work, so it won't
          be on the books.I've known employees who would have been genuinely
          happy to work a bit longer to get a job done, but who
          went home because they didn't want to be fined, be
          hassled by management for working too long, & nor did
          they want the risk of being uninsured if an accident
          happened while working on company premises. Working Hours - Attempt To Cripple Other Countries
          Germany was for a decade aggrieved that the UK allowed
          companies to employ people for a few more hours a week.
          They've long considered it gave the UK an unfair
          competitive edge. Perhaps it was an edge, but it was a
          national choice, & Germany seemed to ignore the
          consideration that while their economy was doing worse,
          perhaps `unfair competition' wasn't the reason, &
          perhaps they would have been better studying &
          emulating successful economies, & being grateful to
          have adjacent trading nations still doing well, to help
          also trade with & keep some adjacent German companies
          going. Instead, national jealousy, not envy seemed to
          rule among the politicians, & there were numerous
          German efforts to convince the Brits (& some others )
          direct, or to force them through European co-ersion, to
          reduce their working hours too, supposedly on the grounds
          that Germany couldn't afford to give it's workers better
          conditions if the British were prepared to work harder.
          PS Just weekend of 2004.06.26 there's been an
          announcement that some Siemens workers with the reluctant
          agreement of their union are now going back up to a 40
          hour week (from about 37 or so) with no increase in pay !
          One extreme to the other !
         UK: Building Use Planning Restrictions
          UK used to have archaic planning laws. You were either a
          business, or a residence. Couldn't be both. Laws
          pre-dating a silent computer & silent laser printer !
          Don't know current UK law, but I think there's still a
          problem there. The one example I can recall where the
          German system seemed more flexible (OK I don't know
          formal German law on that either, but I know what I see
          in practice).
         Links.Disclaimer.
      This author & MECC 
      in general are not lawyers nor accountants. We are
      technologists. Some of the above opinion may be plain wrong
      or outdated. If you want authoritative opinion go pay a
      professional accountant or lawyer etc, or even ask the tax
      office (free), apparently they're quite friendly in both
      countries I've heard, & if you ask before you do
      something rather than after, you can ask in all innocence
         There's also books on setting up
      UK companies. They cost a few pounds in any UK book shop (or
      try the Internet). Private Eye  magazine use
      to carry ads for setting up cheap companies, ... &
      funnily enough often on the same page, ads for vanity book
      publishing ?! 
       This is a new page, still rough, may not be accurate,
      & I
      encourage factual corrections, Thanks. For anyone
      wondering: I like Germany, but find German bureaucracy
      inhibits new business. Professional Indemnity Insurance = Vermogungs- haftpflicht-
    versicherung.
 The 25,000 Euro Stamm- Kapital was announced
    as reduced to 10K on Deutschland Funk, Fri 29th April 2005 Not
    immediate, but With effect from 1.1.2006. Also level of
    capitalisation to be shown on letters. Source: BMJ (Bundes
    Ministerium der Justiz), PM (Presse Mit- Teilung ?). v.
    29.04.2005 (photocopy from a friend)
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