A startup has little in common with an ordinary GmbH for tax: cap table, employee participation, convertible loans, founder pay, international investors, crypto treasury. Mistakes from the early phase become expensive later. We accompany founders from the first structural decision through to exit — in person, digital, in four languages.
The choice at the start shapes your tax burden for ten years. A UG for the first market test, a GmbH as the standard for seriously run startups. For VC-financed founders we usually recommend the holding: your personal investment GmbH holds the shares in the startup. At exit § 8b KStG applies — around 1.5 % effective tax instead of 25–28 % on a direct holding. Build the holding later and you usually pay tax on the transfer. The question belongs in the first meeting, not at the end of the growth phase.
If you want to attract talent, you can’t avoid participation. Real ESOP (actual shares) was much improved by the Future Financing Act and § 19a EStG — up to fifteen years’ tax deferral is possible where the conditions are met. VSOP (virtual shares) remains the German standard: wage tax only on payout, no notary, a clean cap table. We design vesting, cliff and good- and bad-leaver rules fairly for both sides.
Convertibles and convertible loans are the most common route for pre-seed and seed: first a loan, converting only in the next round. SAFEs from the US are only legally sound in Germany if structured as a convertible loan or participation right — we usually recommend conversion. If dilution takes you below a one percent holding, you lose taxation under § 17 EStG; we keep an eye on the threshold.
How do you pay yourself without losing tax unnecessarily? Usually a mix of managing-director salary and holding distributions: through the holding § 8b KStG applies (around 1.5 % effective), leaving the capital available for further investment. On relocation, § 6 AStG often hits founders unexpectedly hard — the deemed sale can trigger seven-figure tax debts without liquidity. Avoidance and deferral must be built years in advance.
Strategic preparation pays off at least twelve months before an exit, three years ahead far more. The first switch is share deal or asset deal — worlds apart for tax. If you have no holding when the topic gets serious, you usually have a problem. Starting early saves six- to seven-figure amounts — experience from actual mandates, not a marketing claim.
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