Conversion of EU into a GbR or UG
April 1, 2014 | 25,00 EUR | answered by Peter Lipp
I have a sole proprietorship, consisting essentially of a self-created website and an app that is rated with AK. Now a sponsor wants to enter and contribute €15,000 for a 40% stake in the to-be-founded company (as capital reserve/start-up capital). I will receive 60% and will initially receive a GF salary as a mini job for managing the future company.
Which legal form would you recommend and what is the procedure/what are the costs?
Thomas Glocker
Dear seeker of advice,
If, as described in the present case, the sponsor only acts as a financial backer and not as an active partner, the legal form of a corporation is recommended. This way, you have also limited any potential liability risks.
Therefore, the UG (Unternehmergesellschaft) would be the legal form of choice. It may make sense to involve the sponsor only as a silent partner, without any voting rights. If this is not desired, then you would both be equal partners with the described shares of capital. In this case, you would need to provide a corresponding contribution, which could also be a non-monetary contribution.
Ownership of the website should remain with you. Otherwise, the sponsor would also benefit from any potential increase in the value of the site, not just the revenue. You could then rent the website to the UG.
The costs of the UG have become more affordable compared to a regular GmbH, as it is possible to establish one with as little as 1 €. However, it is important to note that an insolvency situation could arise very quickly. Therefore, you should start with sufficient initial capital.
The initial costs amount to around 500 €, and additional costs for accounting, balance sheet preparation, and disclosure will arise regardless of the legal form. These costs exceed those of a GbR (Gesellschaft bürgerlichen Rechts), as, for example, disclosure and balance sheet preparation are not mandatory in a GbR. You must weigh this disadvantage against the benefits of a corporation, such as limited liability.
I hope this answers your question. Please understand that the choice of legal form and the resulting tax consequences are complex topics that can only be briefly touched upon here. To fully understand all aspects, I recommend scheduling a consultation with a tax advisor.
