Easy incorporation guide for startups in Germany, from a founder who has done it.
I keep hearing horror stories from founders in Germany about their startup incorporations so I decided to share how we at Rebel Tech (Rebel Technology Labs Ltd and Rebel Operations Germany GmbH) made our incorporation super easy and smooth. Describing every step in the hope it saves future founders the hassle of figuring it out on their own.
We started by incorporating a UK Ltd with the help of Christopher Grew from Orrick, Herrington & Sutcliffe UK, this was done by Chris and his team in London in 48h with just a few basic informations needed from my side.
Orrick London sent me a 2 pages questionnaire about the company, I filled that, gave them a copy of my passport, paid around £100 for the incorporation and Orrick took care of it.
Everything was done remotely and we were able to use Orrick secretarial services and the address of their London office for the Ltd.
Second, we raised our oversubscribed pre-seed round on a SEIS compatible ASA (Advance Subscription Agreement) on the Ltd, Chris team from Orrick London drafted us the document and the investors just had to sign and make the wire.
This way we also avoided doing a priced round and having to issues shares, and all the paperwork that involves, we deferred all this to Seed.
Everything was again done remotely, with digital signatures and emails.
As bank account for the Ltd we choose Wise, opening the business account with Wise took 10 minutes and was done again fully remotely through their app.
Germany and the GmbH
Now since we choose Berlin as our first market we had to open a GmbH, and we wanted the GmbH to be fully owned by the Ltd.
Because all the investments are done on the UK Ltd, where investments laws are drastically simpler than in Germany, the Ltd has to own all the subsidiaries that are actually used for employing people and issuing invoices.
Chris from Orrick London put us in touch with Sven Greulich from Orrick Germany, Sven and his team took care of all the paperwork, requested the documents they needed from the UK, coordinated with Chris from Orrick London and prepared all the paperwork for the German notary, they also booked the notary appointment for me.
After the 1h meeting with the notary I opened a bank account for the GmbH with Finom.co, this was again done online, the application process took 20min and Finom approved the account in 2 days, after which I was able to transfer €25k from the Ltd.
I sent the confirmation of the deposit back to Orrick Germany and 1 week later I got my paper from the court in Berlin that the GmbH has been successfully registered.
The entire process took 8 weeks, and if it wasn’t started in December with the Christmas holidays in between it would have been even faster.
Future rounds and expansion
After Germany and the GmbH every new market we expand in we register a new company that is always owned by the UK Ltd.
All funding rounds are also always done on the Ltd and never on the GmbH, making things DRASTICALLY easier.
Credits
Big thanks to Sven, Chris and their teams at Orrick, Herrington & Sutcliffe Law, I can only recommend them from my heart.
Credit also to Rodolfo Rosini who introduced me to Chris at Orrick.
Finom and Wise for making banking so much easier.
