It's def. not a non-issue. As you write yourself there some requirements to get there and in general you should do a migration to the GmbH after the end/before the beginning of a business year and not in-between. Just this restriction is a big bummer and paired with the other requirements creates some headache. So, you can't go to the notary and just opt to the GmbH, no you have to consult your tax consultant, find the right time, probably wait some months and prepare the switch properly.
> others seem just wrong.
Are you so kind and tell us which you think are wrong?
Germany is one of the worst options in Europe to incorporate, except you reside in Germany.
My top 10 list of why not to incorporate in Germany:
1. Yearly accountant costs of a limited (UG/GmbH) is around €2,000; you need this accountant, he is kind of an API to the German tax system which is super complicated and even native Germans wouldn't be able to handle its requirements or to file in all the paperwork themselves; AND it's not so easy to find good accountants/tax consultants, once you found one you are locked-in and they happily charge you for every extra things; the pricing is regulated but still they find ways to get all your money
2. 'Protection money', you have to pay to IHK which should help business owners (but they nothing) and to ARD/ZDF which are Germany's public TV stations; the costs depend on your headcount and are not that high but once ARD/ZDF have your name they never ever again let you out, so it's impossible to cancel this 'subscription' and you might pay additional fees for you 'personal self'; it's a mafia which creates additional mental clutter and mail
1. + 2. Just the operating costs of a limited which doesn't make any money is €2,500 to €3,000
3. Germany has probably the most friendly labor law; at the end of the day employees have in Germany super powers; e.g. if you have more the ten headcount it's impossible to lay off people (there are many, many more, I could give you 20 more examples); 30% of your time is spend on how to work around German labor law with German lawyers at €300/h
4. They try to get everybody to pay into their social system, once you are under 49% shares you must join them leaving most of your personal salary to the state; the only benefits is an ok health system and an ok unemployement insurance
4.a) Having freelancers is risky because the state always suspect you to circumvent their social system; one mistake and the freelancer can blackmail you
5. Super strong consumer protection but which is applicable to all European countries; consumers get it all (money-back guarantee, ...)
6. Setup of the limited is unnecessary slow and bureaucratic, takes 6 to 8 weeks and all the momentum out of the founding team
7. You need at least €12,500 share captial for the GmbH, forget about the UG, doesn't have any reputation and to migrate to a GmbH later is a PITA
8. Taxes are cluttered, you have VAT, corporate tax and 'Gewerbesteuer'
9. German labor is ok but not as good as e.g. US labor; non-tech labor is in general too expensive and education is limited, especially English skills are not on par with other Northern European countries, still better than southern European countries; tech labor is good but expensive compared to rest of Europe, but cheap again compared to the US; still it's very hard to find affordable native German devs so people look for foreign tech talent which are good and easy to attract in bigger cities (Berlin)
10. Political situation is ok and stable compared to US and UK but could tip with elections in summer, right wing is strong but not as strong as in other countries
Some more:
11. Shutting down your limited takes one year
12. Insolvency is covered in its own law and is super complicated, don't apply to early, don't apply to late
13. In general all German laws are very cryptic written and even for native German hard to understand without experts; even simple tax stuff is hard to grok and other countries have much more accessible laws (just look at gov.uk as an example); calling your tax guy helps here and there but costs money; researching stuff yourself takes days
14. You have to save documents and even mail which led to business for 10 (!!!) years; after few years you need to rent a space just for all the folders
Who knows about better options in Europe? Happy to hear alternatives, also from a relocation perspective, so which country is founder-friendly AND nice to live?
> others seem just wrong.
Are you so kind and tell us which you think are wrong?