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Comment by fl7305 | Hacker News Reader

What does the opposite look like in Germany? Meaning, shutting down a Gmbh?

In Sweden, you can get this done in a matter of days, where you sell the shares of your corporation for the net value minus a fee of about $1000.

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its one to 2 years of pain. my gmbh shut down also cost 15 000 and ultimately led to me leaving the country.

That sucks. I can see how it costs thousands of euros per year to do the annual financial statements, but 15 000? Is that common, or were there special circumstances?

nothing special i think this is on the cheap side, does not even include lawyers or any huge fights, just a "normal" shut down. Remember you have to include work time of founders that would be spend earning money otherwise. If germany forces you to do 2 hours filling out forms for bullshit you have to include your hourly wage to get the total costs. Usually everything in germany assumes "work to deal with government bs" is free and does not exist, which is of course absurd.

Thanks. How much of the 15 000 was external costs to an accountant, public notaries, authorities, etc, and how much was the internal wages?

The numbers I have seen for external costs range in the low thousands, but maybe that is wrong?

it was nearly 100h of work for me, took ~2 years and the pure cash cost was nearly 10k. i dont remember what was for accounting, notary etc. but i think its really fair to simplify this as saying it cost 15k.

So you basically just made up a number to make it sound worse?

Its not a madeup number, if his hourly rate is genuinely high, then its perfectly valid.

Time is money, and government isn’t supposed to get any discount coupon on it.

I did not make up anything. it was nearly 100h (so i did not even use a high hourly rate for estimating) of work for me, took ~2 years and the pure cash cost was nearly 10k. i think its really fair to simplify this as saying it cost 15k. I am really fed up by people downplaying the cost of labour imposed by ruthless beurocrats and i think its toxic to banalize this.

That's not how things work, you can't just make up some hourly rate and then bloviate about it like it's an actual cost.

Yes, time spent is a problem, but then communicate it in form of TIME SPENT, not just inflate the costs into some arbitrary number so you can make it sound worse while whining. It's dishonest.

Ugh, tell me about it. I'm in the process of closing one and have been for 1.5 years now. I think we're close, but who knows. I certainly don't

In Sweden you can sell your company to a specialized company that will dissolve it for you (for example this one: https://www.standardbolag.com/services/liquidation). This can be done in a matter of 1-2 weeks.

In Sweden, you can of course also choose to dissolve it yourself, but nobody does that since it takes years, and it's pretty cheap to let someone else take care of it for you.

It sounds like the same service is not available on the market in Germany?

If not, my next question would be: what kind of process do you need to go through to sell a company in Germany? :)

afaik there is no formalized process to sell for winding down a company in germany as in sweden, though some attorneys offer a service to connect with some clients that want to start a company and try to do a swap, which is legally a grey area. I did that also once but it was a nightmare in a differnt way and took not much less time and energy. I am sure you can be lucky there if the timing is right and the people taking over are not complete idiots but it took still 1.6 years until everything was completely over. Only (maybe) worth it if the people taking over are totally vetted and the company they want to run is similar enough to the old one so the trigger for "wirtschaftlichen Neugründung" does not take action, otherwise they have to basically do the same as founding a company from scratch and it makes no sense financially.

In Sweden you can sell your company either to used as a "shelf company", meaning the buyer will later resell it, or you can sell it with the promise that it will be dissolved/liquidated and not resold.

It seems much more popular to sell it to be dissolved since there are some risks involved with someone else using it in the future.

So I can understand if it is not very popular in Germany either to sell a company to be re-used.

What surprises me is that it seems to be a good sized market in Germany for someone to provide a service where they buy your company and later dissolve it, but the service doesn't exist (?)

The formal process in Germany seems simple enough. Just sign a sales contract at a public notary, the buyer replaces the CEO, and you're done.

Since this doesn't really seem to exist (?), I assume the potential liabilities for the buyer are so great that the service price would be much too high?

A notary, and a contract.

I don't get that service. How are they able to do it much faster than yourself?

They can't.

If you pay them to dissolve the company for you, they buy the shares from you and replace the board and the CEO. At that point, you're completely free from the company.

They then must take the 7-9 months needed to go through the whole dissolution process. There is a mandatory 6 month wait after announcing the dissolution to give lenders/sellers time to make claims against the company. This wait is 12 months in Germany.

There is also paperwork for the accounting, tax filings, etc.

The service takes care of all this as the new owners. Since they have done this literally thousands of times, they don't need to spend many man-hours on it. Therefore, the fee is fairly low, about 1000 dollars, of which 300 dollars are mandatory government fees.

Example (Swedish): https://www.bolagspartner.se/avveckla-aktiebolag/

So if you own a company with 11 000 dollars in the bank and no debt, they will pay you 10 000 dollars for it.

You can do everything online, including signing the contract. No need to visit a public notary or similar.

I shut down my personal UG (small gmbh) and it was very painless. If you can prove that there are is no outstanding assets or debt, for example when you’re the only owner and did your books (Bilanz) correct, you can file for “deletion” (sofortige Löschung) of the corp, and not go through the liquidation process.

It involves setting your balance sheets to 0 (careful here, if it goes under 0 you are bankrupt and have to file for insolvency), proof through your bookkeeping that the company has no assets and no debt, submitting to the court and wait a couple days until the court signed off on it. Then the corp is gone.

Thanks. Is the reason there is no 12 month notice period that there no longer are any assets for potential creditors?

It seems it would be very hard to set the balance sheets to exactly 0? What about prepaid taxes etc?

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