UG (limited liability company) – foundation, financing, liability & Co.

The UG was created in 2008 in the course of the Act to Modernise the Law on Private Limited Companies and Combat Abuses (MoMiG) and is thus one of the newer forms of corporations. With regard to the required start-up capital, the special character of an entrepreneurial company (haftungsbeschränkt) is reflected: The company can be founded with a cash contribution of as little as one euro, which is why this legal form variant is sometimes simply called a 1-euro GmbH.

By lowering the required share capital to a symbolic euro, the founding process has been considerably simplified for many start-ups: Instead of laboriously putting money aside and saving the 25,000 euros for the founding of a conventional GmbH, you can become self-employed as a corporation almost immediately. However, a UG (haftungsbeschränkt) is always founded with the prospect of later changing its legal form to a conventional GmbH. There are no time limits for this, but at some point an economically managed entrepreneurial company (haftungsbeschränkt) will inevitably become a limited liability company.

Other typical corporations:

• Limited liability company (GmbH)
• Stock corporation (AG)
• European Company (Societas Europaea, abbreviated to SE)
• Partnership limited by shares (KGaA)

Foundation & Company Name

You can found a UG (limited liability company) with just one person. This means that as a founder you also take on a managing position at the same time. To do this, you need a tax identification number – tax ID for short – from the tax office and must register your company with the trade office. In addition, you have to take care of the establishment of the partnership agreement aka articles of association and have it notarized. If you have a maximum of three founding members, you can also simply use a sample protocol, as it is available as an annex to the Law on Limited Liability Companies (GmbHG): In this way, you can complete the articles of association, appointment of managing directors and list of shareholders all in one!

In the next step you can register your company in the commercial register. Your company can consist of personal names, industry names, fantasy names or a mixture of these… It is important that the name contains either “Unternehmergesellschaft (haftungsbeschränkt)” or “UG (haftungsbeschränkt)” – in exactly one of these two variants: Brackets are a must and abbreviations are forbidden! Once you have reached the minimum share capital of 25,000 euros, you decide whether to change the name of your company to a GmbH or to continue it as a UG (haftungsbeschränkt).

Financing & profit distribution

Even if the contribution of only one euro may sound quite attractive at the beginning… Caution is required when determining the amount of the share capital for your company: If the capital is too low and the company’s specific needs cannot be met as a result, you can quickly slide into insolvency! Many UG founders therefore opt for a starting capital of around 500 to 1,000 euros. This way they can ensure that their entrepreneurial company (haftungsbeschränkt) does not go bankrupt after the first small purchases.

When founding a UG (limited liability company), you may only use cash contributions; contributions in kind are prohibited. If a share capital of more than 25,000 euros is set, you can no longer establish your company as an entrepreneurial company (haftungsbeschränkt) and will automatically be treated as a GmbH (limited liability company). Until your share capital reaches this limit, you are subject to the obligation to retain profits, which means that you are not allowed to distribute profits in full, and you must transfer 25 per cent of your profits to the statutory reserves.

Liability, accounting & taxes for UG shareholders

As an entrepreneurial company, you are limited by liability and – as with the GmbH – are usually liable for the amount of your capital contribution, i.e. at least one euro. As a UG shareholder, however, you are also subject to the obligation to file for insolvency: In the event of a breach of duty or other criminally relevant actions, you may also be held personally liable under certain circumstances.

The Unternehmergesellschaft (haftungsbeschränkt) is subject to the same taxes in Germany as its big sister, the Gesellschaft mit beschränkter Haftung. It is therefore subject to the obligation of double-entry bookkeeping – annual balance sheet plus profit and loss account – and, depending on the size of the company, may have to prepare regular management reports. Furthermore, it is fully burdened with corporation tax, trade tax and input tax or turnover tax as well as – with regard to the distribution of profits to shareholders – capital gains tax and other final withholding taxes. For all natural persons, income tax also applies as usual.

• Corporate income tax (KSt)
• Trade tax (GewSt)
• Value added tax (VAT)
• Income tax (ESt)
• Capital gains tax (KapESt)

Unternehmergesellschaft (haftungsbeschränkt) – For whom is it worthwhile?

A UG (limited liability company) is the perfect choice for solo founders who have few assets but still want to start their own business with limited liability. The mini-GmbH is particularly suitable for smaller companies in the service industry, as unlike the formation process of a GmbH, no large start-up capital is required for the company formation. Another major advantage is the limitation of liability, which protects the private assets of the UG shareholders.

So for whom is the formation of an entrepreneurial company (haftungsbeschränkt) worthwhile? The legal form always makes sense if the later change of form to a limited liability company is planned. In this way, the first profits can be made with the company at an early stage and business relationships can be established, even though the share capital of over 25,000 euros is not yet available. The UG (limited liability) forms a more favourable preliminary stage to the GmbH – the conversion from UG to GmbH itself is extremely simple, as it is basically only a change of name within the same legal form.

Comparison: Sole proprietorship, one-man GmbH, small AG or entrepreneurial company?

If you plan to set up your business on your own, you can choose between different legal forms of business: On the one hand, there is the classic sole proprietorship, in which you act as a freelancer or registered trader, or set up a small business. Alternatively, you can choose between the one-man limited liability company and the entrepreneurial company – often referred to as a “mini-GmbH” – or set up a small public limited company.

You can find out more about the different legal forms for solo founders here:

• One-man limited liability company – see GmbH
• Sole proprietorship (EU)
• Small public limited company – see AG

Sole proprietorship & one-person GmbH

Basically, there is not much difference between the two legal forms of a sole proprietorship and a single-member company, because in both cases you are the sole shareholder with sole power of management and sole power of representation. However, the decisive difference arises in the form of the liability issue: As a registered businessman (e. Kfm.) or registered businesswoman (e. Kff.) you are liable without limitation, directly and jointly and severally – as the sole shareholder of a one-person GmbH, on the other hand, you are liable exclusively for the business up to the amount of the capital contribution you have made.

Are you a sole proprietor yourself and no longer want to bear the enormous liability risk? Then you should think about converting your sole proprietorship into a one-person limited liability company. The change of form is easily accomplished, but can make a huge difference in case of losses! In order to avoid personal liability, as part of the registered traders (e. K.) you only need a notarial certificate confirming a value of at least 25,000 euros for your business and submit this to the commercial register together with the opening balance sheet. The sole proprietorship is practically brought into the GmbH as a contribution in kind.

Entrepreneurial company & small public limited company

Alternatively, you can consider setting up an entrepreneurial company (UG). Often referred to as a “small GmbH” or “mini-GmbH”, this legal form of company is a sub-form of the conventional limited liability company, but unlike the “normal” GmbH, it only requires a single euro as share capital. It is therefore particularly attractive for solo founders who do not have 25,500 euros in their bank account. Without the share capital of a GmbH, however, your image with the banks could be lower and your chances of getting a good loan could decrease.

The so-called “small AG” is primarily intended for individual shareholders who wish to keep their public limited company within a small group of people. Apart from the individual shareholder, who also equally assumes the role of the management board, only three other persons are required to be appointed as supervisory board members. However, the formation of a public limited company, regardless of its size, is very complex and more cost-intensive than the other common forms of corporate law. Therefore, a one-person limited liability company or an entrepreneurial company may be more suitable if you intend to found your company on your own. Alternatively, you might also consider setting up a sole proprietorship.

Alternatives to the UG: Legal forms in Germany

Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.

• Legal forms: List

Company types in detail:

• Sole proprietorship
• Registered businessman / registered businesswoman (e. K.)
• Civil law partnership (GbR)
• General partnership (OHG)
• Limited partnership (KG)
• GmbH: Limited liability company
• Real estate GmbH / Asset management GmbH
• Stock corporation (AG)
• Real estate stock corporation (REIT-AG)
• Societas Europaea (SE)
• Foundation / Family Foundation

Almost no Income Tax: New York Times

I myself have been dealing with finances for a long time. Why? Finances are a matter for the boss. Your tax advisor is often only “consultant”, not “designer”, I know that from my own experience. Then the New York Times had a headline yesterday:

Story: 750$ Income Tax

“Donald J. Trump paid $750 in income taxes (or federal income taxes in the United States) in the year he won the presidency. He paid another $750 in his first year in the White House. In 10 of the previous 15 years, he had paid no income taxes at all-mainly because he reported losing much more money than he earned.”

While the president is leading a re-election campaign, which according to polls is in danger of losing, his finances are under stress, he has suffered losses and hundreds of millions of dollars in debt, which he has personally guaranteed, are coming due. He is also under pressure from a decade-long dispute with the Internal Revenue Service over the legality of a $72.9 million tax refund that he demanded and received after declaring large losses. A negative ruling could cost him more than $100 million. – Extract New York Times.

At a briefing at the White House on Sunday, Trump denied the New York Times story and claimed that he pays “a lot” in federal income taxes.

“I pay a lot, and I pay a lot of federal income taxes” – Donald Trump

Trump added that he is willing to release his tax returns as soon as he is no longer audited by the Internal Revenue Service, which, he said, “treats me badly.”

Must a US president disclose his tax return?

Importantly, the President is not required to keep his tax returns during the audit, despite his repeated assertions to the contrary. Trump also refused to answer in the briefing how much he paid in federal taxes.

Tax Avoidance: How does he do that? 4 examples

The Times article describes a number of corporate and transactional tax claims that could raise significant audit issues for the president and his business organizations. It also points out ways in which the tax laws provide for entrepreneurs to reduce their taxes.

Note, for further details see the full article on Investopedia. Here are 4 examples from the article:

Casino ‘Waiver’ Loss

The Times’ research puts certain tax reduction strategies on Trump’s tax returns in the spotlight.

The $70.1 million refund received for 2005-2007 appears to be due to the recovery of approximately $700 million in business losses claimed for 2009. These losses were probably based on the allegation that Trump Atlantic City’s casino business was completely “abandoned” (Source: IRS. “Publication 544 (2019), Sales and Other Dispositions of Assets. Accessed Oct. 1, 2020).

They would be permissible provided Trump received nothing in return for giving up its interest in the business. However, records of the bankruptcy proceedings show that Trump received 5% of the shares of the successor company, which would have disqualified any loss from the abandonment and limited its deduction to a loss of $3,000 for the year (source: IRS. “Part I, Section 165. Losses.” Accessed Oct. 1, 2020)

Consulting Fees vs. Employee Compensation vs. Gift

Unspecified “consultancy fees”, which can be seen in tax returns, may indicate a common strategy for reducing corporate income and taxes. The $747,622 in consulting fees paid to Ivanka Trump raises several questions. As an employee of the Trump organization, Ivanka should not be paid as a consultant, that is, as an independent contractor.

Unlike employee compensation, consultant fees avoid withholding taxes that are payable by the payer. But in order to be deductible, they must be reasonable, marketable amounts. Although a consultant is subject to reporting and taxation, Ivanka may be able to avoid any tax liability. As a real estate professional, Ivanka may have enough real estate losses to offset the payment. This fee deduction may cause the IRS to raise another issue. Officials may question that the fee – which far exceeds the annual gift tax exemption of $15,000 for 2020 – is in fact a transfer of assets to a family member on which the transferor owes gift tax (source: IRS. “Publication 950.” Accessed Oct. 1, 2020).

Business vs. Personal Expenses

Although not all Trump’s business expenses are explained, the article lists items that may be non-deductible personal expenses (source: IRS. “Publication 529.” Accessed Oct. 1, 2020)

It is noted that on this basis, the IRS may not allow deductions for aircraft used for personal travel and television entertainment expenses. Since the deductions for attorneys’ fees are stated as a lump sum, The Times wonders if the total amount includes fees paid to attorneys representing Donald Trump, Jr. in investigations and the President’s personal legal agreements to obtain confidentiality agreements from the plaintiffs.

Residence or Investment?

The Trump Seven Springs housing estate in Bedford, N.Y., asks additional questions. Although Forbes reported that Eric Trump described the property as a personal residence, Donald Trump called it an investment and deducted the $2.2 million property tax as a business expense. Wealth tax deductions for personal residences are subject to a $10,000 cap on state and local tax deductions (IRS. “Topic No. 503 Deductible Taxes.” Accessed Oct. 1, 2020).

Reading tips: Asset Accumulation & Co.

Here I have some reading tips for you:

1. “Billion-dollar gift: shares largely tax-free”
2. Taxes & Assets: learning from investor experiences

“Billion-euro Gift: Ahares Largely Tax-Free”

“Billion dollar gift for Döpfner – largely tax-free?” – this headline is not from me, but from the morning mail. In fact, Matthias Döpfner has turned the publishing house upside down as boss. While owner Friede Springer stands confidently behind his decisions. Print shares were sold, new online media such as Business Insider, Idealo, Immowelt and StepStone were acquired. Already in 2012 Döpfner has received a big share package for more than 70 million Euro, now a “billion-dollar gift” for the Axel Springer boss is going to go, according to Manager Magazin. The 57-year-old media manager is increasing his previous stake in Axel Springer SE from just under three percent to a total of around 22 percent.

Tip! How does it work that you can get a block of shares almost tax-free? A little further down in the article I explain the methodology, or rather the law behind it.

• • Give away shares: largely tax-free?

Understand and Convert Taxes & Build up Assets

Tax optimization, tax-free, the most popular buzzwords when it comes to wealth accumulation. But how do you actually convert private wealth into taxes? My tip, as before, is to learn from professionals who have all been through it.

Always remember: taxes are a matter for the boss.

• Convert taxes into private assets