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by WhyComboNadir 15 days ago
re: #4 Maybe it’s easier if you grow up in the system and know how to navigate the written and unwritten rules, but as a dual Canadian-American who recently gained Austrian citizenship, the regulatory friction is absolutely real. I decided to launch a new venture through an Austrian GmbH.

There are supposedly streamlined paths for local residents, but I had to go through the standard corporate pipeline. I spent three months fighting a bizarre catch-22 between my notary (who cost €3k+) and the bank. To open the account, I had to prove I deposited €10k in capital. But I couldn't make the deposit without an active bank account. On top of that, the bank's compliance team kept arbitrarily canceling my application due to "incorrect answers"... refusing to tell me what the errors actually were and forcing me to restart the entire process ab initio.

I finally just gave up. I wrote off the €3,000 notary fee and €1,000 in registered office costs as a sunk cost, and incorporated a US LLC instead. It took under 10 minutes, no notary, fees of $25 since I did it myself, plus another 20 minutes to open the business bank account.

There was no commercial reason to choose Austria; it was purely sentimental. My ancestors were entrepreneurs in Linz and Vienna, and I loved the idea of renewing that legacy. But the sheer weight of the bureaucracy managed to kill about 99% of the early-stage startup enthusiasm you normally rely on to get a new project off the ground.

1 comments

That catch-22 is supposed to be broken by the bank. It's a two phase commit where you open the account in a special state where you can only deposit the capital. Then the bank gives you evidence you've done so, you take that to the notary and open the company, then send the evidence you've done that back to the bank to convert it into a full account.

It's a bizarre system that Switzerland uses too. I've done it twice. Unfortunately the German speaking world has a lot of rules that are trying to eliminate all risk for investors and employees. The GmbH/AG capital requirements are just the start.

The next fun thing you might have encountered, at least in Switzerland, are rules that literally say your company's assets can't fall below 50% of your initial capitalization. If it does you're supposed to raise funds or make more investment of your own private capital and this rule pierces the usual liability requirements. Even more fun: it turns out that this law isn't actually enforced and locals regularly ignore it. But bad accountants won't tell you that. They'll just inform you of the law when you do your yearly accounts.

Then you have wealth taxes that cover the valuation of a startup as if it were a cash position. So if you raise $100M in investor funding then whatever shares you have left over are considered to be liquid assets you can offload at will, and are wealth taxed as such. The fact that the shares don't trade in a liquid market is irrelevant to the tax authorities. In Zürich at least that got patched by the local tax office deciding that startup shares aren't counted for the wealth tax, but this just means you have to be able to convince the tax authority that your company is a startup. The way they determine this is more or less just the opinion of whoever at the tax office assesses your case. Does it sound "startuppy" enough?

Fixing this stuff isn't hard, but it never gets fixed because European politics is both quite stagnant and dominated by people who view hostility to business as a virtue signal. They don't want to fix it because they think businesses are sort of like oil fields. They just exist, lying around naturally, and the only question is how to maximally exploit them.

re: catch-22. I was surprised to learn of it, but then even more surprised to get caught up in an endless loop even when I followed the process.

For European countries it seems like a left-hand-right-hand problem: I go to a party at the Los Angeles Austrian consulate, or a "Start Up Austria" event in SF and listen to them pitch bringing businesses to Austria (the left hand). But back home the "right hand" and culture seems to look down at people who have accumulated wealth, and be hostile to the idea of the most simple reforms that would actually make someone want to move their business to Austria/EU. For example, the intrenched interests of needing a notary paid a few thousand Euros, are screwing the whole country so one set of people can fill an archaic role.

Do you know how much a notary costs in the US? If you go to a UPS or FedEx store, it is typically about $10-15. If you go to your own bank they do it for free.

And get this, when you incorporate a company in a US state, guess how many things need to be notarized? None. As you fill out the forms you are swearing to their truth, and accepting a notice that you are committing perjury if you are untruthful. Do they check your statements right then to make sure you're not lying - absolutely not! Why bother, you haven't started anything yet. But by God, if 5 years later when you're making money, the IRS finds out that you lied, then you're going to wish you were living in another country.

In other words, the timeframe for the risk concern is completely backwards in Europe: the risk management basically stops 95% of things from happening in the first place, including the 0.001% the might be fraudulent. Wouldn't it be better to let 1,000,000+ companies get formed, then 50,000 of them naturally become a meaningful success, then take a closer look at their compliance once they are truly a real business.

I had some ignorant biases against doing business in Europe before starting this process - and I was hoping that experience would change my mind - but the funny thing is that my biases weren't strong enough! (my bank and incorporating story above is just one example of many). No thank you EU!

(My first businesses were started in Canada, and I thought Canada was so backwards compared to the US in being business friendly, but now I realize Canada is maybe 90% as business friendly as the USA. EU, in my experience is like 5% as business friendly as USA)