Board of Directors | Lukinski https://lukinski.com Tue, 15 Mar 2022 16:19:54 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.5 Create & Sell NFT: App / Marketplace, Become Creator, Make Money – Tutorial https://lukinski.com/create-sell-nft-app-marketplace-become-creator-make-money-tutorial/ Tue, 15 Mar 2022 16:19:54 +0000 https://lukinski.de/create-sell-nft-app-marketplace-become-creator-make-money-tutorial/ Create & Sell NFT – You want to make money with NFTs? Those who really make money with NFTs are usually artists who already have notoriety, reach and buyers in the “real world”. As an absolute newbie and beginner, uploading a few artworks in an NFT marketplace is not enough. No work, no success! This guide will help you get started to become an NFT Creator. You’ll learn about the major marketplaces, your wallet, and I’ll show you how to upload and sell artwork. You’ll also learn the ultimate advantage of why NFTs are very interesting for artists. See our Real Estate Germany.

Earn money with NFT: basics

Before we start publishing and selling NFTs, here’s an overview of the basics, with further guides, lists and articles.

  1. How does an NFT work?
  2. NFT Art: Advantages (Smart Contract / Royality)

How does an NFT work? Quickly explained

Let’s now clarify the term NFT. NFT = Non-fungible Token = “non-replaceable tokens”, if you translate it 1:1. Formulated somewhat more nicely:

NFTs are digital, unique, protected objects

NFTs are therefore digitally unique, something one-of-a-kind, traceable thanks to an object’s visible sales history. Everything is documented in a blockchain, mostly Ethereum. Each NFT is a token, more precisely a non-fungible token. This type of token contains additional content, for example smart contracts, in which various information can be located. For example, the entire transaction history (from publication to all buyers / sellers), but also the royalty (a strong advantage for artists, which we will get to in a moment).

That was too fast for you? Learn all about it here:

Advantages for artists: Smart Contract / Royality

NFT use smart contracts. A programmed contract that has been deposited. This can contain various things as just described, for example, when was bought, sold, who bought, sold (history of transactions), but also the link to the original file.

In addition – and this is where it gets interesting for artists – the creator can add a percentage to the smart contract that he or she will receive for every (yes every) future transaction. In the technical term “Royality”. Mostly up to 10%.

Profit on every sale (Royality)

This is an enormous advantage over the regular physical art market, in that the creator only profits once, on the first sale. With NFTs, the creator receives the share with every transaction.

For artists, this means: Regular cash flow

The value creation therefore only benefits collectors. Artists are involved in the entire value chain with NFTs. So you could also give away your art (or offer it cheaper) to profit later.

Now the big question, how do you get started? How can you create and sell NFTs?

Create account: Marketplace and Wallet

To sell NFTs, you need two things. You need a wallet (digital purse) and an account with an NFT marketplace.

  1. Wallet
  2. Marketplace

Learn everything about registration, wallet and marketplaces here:

Step 1 – Wallet: Your digital wallet

Wallet means “digital wallet”. We store your digital money (cryptocurrency), but also your purchased NFTs. You link this wallet to the marketplace and you can upload and sell your artwork.

Instead of many sentences, simply explained in bullet points (with technical terms):

  • Cryptocurrency = digital currency
  • Ethereum (cryptocurrency/blockchain) = very frequently used currency on marketplaces
  • Wallet = purse (also NFT storage place)

Again, there are various providers for this.

  • EtaMask
  • Coinbase Wallet
  • WalletConnect
  • Formatic
  • Trust
  • …

Step 2 – Marketplace: platform for buying and selling

An NFT marketplace is a platform where artists offer their new works and collectors buy and also resell digital art.

Remains are among others:

  • OpenSea
  • SuperRare
  • Binance NFT
  • Crypto.com NFT
  • …

Here you can find a list of popular marketplaces for NFTs:

Screenshot: OpenSea / CryptoPunks

Create NFT: Upload, Minting, Sale

You have your wallet, you have chosen a marketplace, now you can publish your art (technical term: minting).

  1. NFT types
  2. NFT Collections
  3. Upload in marketplace
  4. Publish (Minting)
  5. Selling price / Offer

NFT Types: Collectibles, Art, Gaming, Music & More

There is more within the NFTs than “just” art. There are also collectibles (which will play a role in the later metaverse), but also gaming, trading cards (soccer, baseball, etc.), as well as music, exclusive access and even domains.

What are the different types of NFTs?

  • Collectibles
  • Art
  • Gaming
  • Music
  • Additions / Entry
  • Domains

NFT Collections: “Art Packages

If you want to sell NFT for the first time, you have to learn the world of NFT & digital art first.

Unlike physical art, there are also entire collections of hundreds and even thousands of individual objects. Here is a small insight into a few examples of successful NFT collections: The“CryptoPunks” and the “BoredApe Yacht Club“.

Such collections are not a must, you can of course publish individual artworks.

Learn more here:

Step 1 – Upload in the Marketplace: Portfolio (Minting)

With this step you add your artwork to your portfolio. Now we come to minting, the publication of your NFT. This is the moment when your smart contract is entered on the blockchain for the first time. Only in the second step, the listing, your NFT is offered for sale.

First click on “Create” in the menu.

You can add a few extras to your NFT.

  • Properties – categorization for collections (by color, accessory, etc.)
  • Unlockable Content (after purchase)
  • Levels
  • Stats
  • …

Now just upload and done, your NFT is in your portfolio.

Step 2 – Listing and sale

You have your NFT, now you just click “Sell”.

In the screenshot you can see that you can set different ones here as well.

  • Fixed price / auction
  • Price
  • Runtime
  • …

Here’s how to sell your artwork as NFT!

Example NFT collections

Learn from successful projects here!

CryptoPunks

Currently the biggest hype when it comes to NFT, the CryptoPunks.

Screenshot: OpenSea / CryptoPunks

Bored Ape Yacht Club

The first collection, now there are other offshoots, the Bored Ape Yacht Club.

Screenshot: OpenSea / Bored Apes Yacht Club

]]> GmbH & Co KG – Foundation, Management, Liability & Co https://lukinski.com/gmbh-co-kg-foundation-management-liability-co/ Thu, 11 Mar 2021 14:03:18 +0000 https://lukinski.de/gmbh-co-kg-foundation-management-liability-co/ GmbH & Co KG – The GmbH & Co KG is a German legal form which combines the corporate legal form of the limited partnership (KG) with a limited liability company (GmbH). Thus, the greatest advantages of both legal forms – the separation between general partner & capital provider typical for the KG plus the limitation of liability of the GmbH – intertwine and enable an innovative, new form of organization for start-ups. Learn everything important about it here! In addition, you will find all German company types and legal forms, as well as tips for founding a company, including the special case of real estate GmbH, family foundation & Co.

GmbH & Co KG – formation, financing, liability & Co

The limited partnership – in short: Kommandite or KG – is one of the so-called complete companies and, as a partnership, is subject to the German Commercial Code (HGB). The formation process for this legal form of company is quite uncomplicated, as it can be formed informally and requires a minimum of only two founding members. It can be formed by both natural persons and legal entities. A maximum number of permissible shareholders is not specified by law.

If all general partners of a KG consist of limited liability companies (GmbH), they form a so-called Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft – called GmbH & Co KG for short. Such a GmbH is sometimes also referred to as a general partner GmbH, but beware: the general partner GmbH is a corporation and part of the GmbH & Co KG, while the GmbH & Co KG by virtue of its legal form is always a partnership!

Other typical partnerships:

Foundation & Company Name

Two persons are required for the formation of a GmbH & Co KG: The GmbH as full partner – i.e. general partner – and a natural person as partial partner – called limited partner. If you are starting from scratch, you must first establish a limited liability company in preparation. To do this, you need the following in a nutshell: a natural person or legal entity as the founder of the company; a tax identification number (tax ID); the confirmation of registration from the trade office; the shareholders’ agreement aka articles of association together with notarial certification; 25,000 euros in share capital; and finally the entry in the commercial register.

You can find out how the process of setting up a GmbH works in detail here:

You have successfuly founded your GmbH? The limited partner is ready to go? Then the next step is to set up a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft). Since the GmbH & Co KG is a separate company, you again need a tax ID and must register the company with the trade office. The establishment of articles of association is also mandatory and of course your company needs a suitable company name including the company suffix “GmbH & Co KG”.

Management & power of representation

As a general partner, the GmbH basically has power of representation in the external relationship. However, since a GmbH is a legal entity, the management authority is entrusted to a natural person. This may be a shareholder of the general partner GmbH or the position may be assigned externally to a so-called third-party managing director. In this case, there is often talk of a third party board of directors or external board of directors.

Alternatively, limited partners may also act as managing directors, provided they are expressly appointed to this body. Since limited partners are generally excluded from management, their management authority in this case is, however, limited to the right of objection in the case of extraordinary transactions.

Profit distribution & loss sharing

With regard to the distribution of profits and the sharing of losses, either the statutory principles come into play or corresponding specifications have been anchored in the articles of association. Profits are generally distributed at 4 percent of the capital share plus additional profit “in reasonable proportion”. Losses are also shared appropriately.

It is possible to completely exclude the general partner GmbH from the distribution of profits by means of a declaration in the shareholders’ agreement, whereby higher profits can be distributed to the investors. Insofar as the GmbH has inherent management authority, it can be paid an appropriate remuneration to compensate for its role as managing director, whereby a managing director’s remuneration cannot be deducted in total as a business expense for tax purposes. However, the remuneration is paid irrespective of the profits generated and thereby has the effect, if applicable, that the entire company can save taxes.

General partner, partial partner & tax liability

Usually, the general partners of a limited partnership are liable without limitation and jointly and severally – i.e. with their business assets plus private assets. If, on the other hand, the general partner of a KG appears in the form of a limited liability company (GmbH), he is liable as a legal entity only to the extent of the GmbH’s capital contribution. Limited partners are liable – as in the case of a conventional KG – only to the extent of the mandatory sum that they paid in as a limited partner’s contribution when the GmbH & Co KG was founded.

Like all other legal forms of companies, the Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft is generally liable to pay taxes. First and foremost, they are subject to trade tax and – in the case of taxable turnover – turnover tax. A GmbH & Co KG is generally exempt from income tax and corporation tax… However, profit income is still subject to taxation: corporation tax is applied to the profit share of the general partner GmbH, whereas limited partners must pay income tax on their profit.

Tip. All taxes for companies in one list:

GmbH & Co KG – For whom is it worthwhile?

A significant advantage of a GmbH & Co KG is undoubtedly the limitation of liability to the business assets of the general partner GmbH. This means that founders do not directly risk the existence of their company if an investment turns out to be disadvantageous, and they can quickly increase their equity capital through the flexible and simple admission of new limited partners. They can confidently outsource the organisational effort and the management to an outside body or make deviating succession arrangements in order to maintain the GmbH & Co KG.

So who is the GmbH & Co KG suitable for? This legal form is worthwhile for start-ups who would like to set up their business as a partnership without having to forego the special liability restrictions of a GmbH. A GmbH & Co KG is also conceivable as an asset-managing company and for family businesses.

Alternatives to the GmbH & Co KG: 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.

Company types in detail:

]]> Limitation of liability for AG bodies (internal relationship) https://lukinski.com/limitation-of-liability-for-ag-bodies-internal-relationship/ Mon, 08 Mar 2021 15:24:26 +0000 https://lukinski.de/limitation-of-liability-for-ag-bodies-internal-relationship/ Limitation of liability for AG executive bodies – In the event of a loss, the stock corporation as a legal entity under private law is, to a certain extent, subject to a limitation of liability, because the liability – apart from a few rare exceptions – exclusively burdens the business assets of the company. In the external relationship, therefore, only the share capital is liable for any losses. In the internal relationship, on the other hand, the liability claim can vary depending on the executive body of the AG. Here you can find all legal forms and here you can go back to the overview AG.

Limitation of liability for AG bodies

In principle, it is possible to arrange for a limitation of the liability of an AG in the internal relationship. Such a limitation is, for example, the requirement of approval by shareholders, according to which particularly risky projects are to be supported and approved by the shareholders. This spreads the liability risk and relieves members of the management board plus members of the supervisory board.

Alternatively, agreements can be made regarding the limitation of claims. However, the protection of creditors must not be violated by law, which is why this form of limitation of liability does not offer comprehensive legal certainty. In all simplicity, however, it is also possible for shareholders to express a waiver of the liability of the supervisory board and management board in a shareholders’ resolution. However, such a resolution may not be adopted before the end of the third year after the liability claim has arisen.

Limitation of liability in the internal relationship of the AG:

  • Shareholder approval
  • Covenant
  • Waiver of liability by resolution

Liability of the Management Board – breaches of the duty of care

As the management body, the management board takes over the operational business and enjoys a great deal of freedom with regard to the management of the company. This requires a high degree of trust on the part of the other executive bodies, which is why the management board is subject to a duty of care as a basis for liability: After all, it works with the shareholders’ deposits and not with its own finances! Accordingly, the management board is liable for breaches of the duty of care imposed on it and for criminal offences. In the event of liability claims, the management board is held liable by the supervisory board.

Liability of the Supervisory Board – Breaches of Principle & Principle of Confidence

The supervisory board is also subject to a duty of care – more precisely: the principle of careful and orderly management – and must act in accordance with the principle of trust vis-à-vis the management board. It is liable to the stock corporation and its shareholders for damages caused by financial losses, but also to third parties insofar as they are affected by a culpable act on the part of the supervisory board.

Liability of shareholders – individual liability & pass-through liability

Each shareholder is individually liable to the extent of the shares he holds. Creditors can therefore in principle not encumber his private assets should the value of his contributions be insufficient. The only exception to this rule is the so-called “pass-through liability”, in which the strict separation between business and private assets can be waived under certain circumstances. An assessment in this regard must be determined by the respective competent court.

Establish a GmbH: Legal form and alternatives

  1. Limited liability company (GmbH)
  2. Special case: Real estate GmbH
  3. Legal forms: List

Limited liability company (GmbH)

Limited Liability Company (Gesellschaft mit beschränkter Haftung, GmbH) – The limited liability company is a German legal form that is founded by at least one person and managed by at least one shareholder. As the name already indicates, this corporate legal form is characterized by a limitation of liability for its shareholder(s).

Special case: Real estate GmbH

Immobilien GmbH / Vermögensverwaltende GmbH / Immobiliengesellschaft – In this article you will learn the basics about real estate companies. Who would think of founding a limited liability company when buying a house or a condominium? Admittedly, this makes no sense for owner-occupation, but it does for renting.

Here you will find all the legal forms that can be chosen as a founder in Germany and a guide with a checklist:

Legal forms: List

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.

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