Hi2All,

I am in specific situation and I do not know what kind of rights I have.
Well, owner of my company wants to make me partner because we are very good team (he in sales and me in development) but I do not know what I have to do and is it possible ?

I know that I have to change my visa from Green card type to Business type of visa but what are other things that I need to think about.

Thanks,
Dracus

I do not know the answer yet, but I have a meeting with a lawyer this afternoon.
My problem is nearly the same. I'm grounding a GmbH with 2 other people. Two of us are not German citizents.

Will appreciate any feedback on the matter

Hi,

you should read the examples of our...

http://www.trust7.com/living_in_germany/sucess_stories

This should help. Your most important place to go is your local IHK (Industrie und Handelskammer) http://www.ihk.de/

If they support your businessplan, your can contact the Ausländerbehörde.

Good luck
Detlef

Thanks for answers.

I didn't write correct.

I have possibility to become partner in company where I already work (established company).

Point is that owner wants to connect me strongly to company and of course I will get some % of company (20-30).

Regards,
Dracus

Hi Dracus,

Does the owner of the company you are working for want to avoid troubles with you GC 5 years limit?

If so, the answer is YES, but you must consider few complications to execute this plan. If you make wrong approach, you may find youself even in worse situation than you are now.


Here are few hints:

1. Germany is the member of WTO, so anybody may own part (or whole) of the company. CG do not give you any advantage or disadvantage on this.

2. Ownership of the company (sole or part of it) do not bring residence (permanent or temporary) automatically.

3. Since you already have temporary residence (GC) does not affect your status. You still able to work for the company as employe, even own part of it. And you do not need business visa to exercise your ownerships rights and obligations, because you are resident (at least, have rights to stay more than 6 month) in Germany already.

4. The only way to change you status/visa is become executive director of the company (Geschäftsmänner-businesmen). And my advise to you to think about it very, very carefully, even if your boss/parthner willing do do this.

5. You do not need take care of business plan, IHK, etc... since we are talking about taking over part of the existing company.

6. Do you speak and write GOOD German?

There are also few question like what kind of the company we are talking about? GmbH, GbR, KG? How do you get percentage of the company? Would you pay for it or not? etc...

I went through whole process of opening GmbH and end up closing it down before any seriouse troubles. Still had CG.


In any event I strongly sugest you to make few things:
call IHK and make appointment to discuss your intends. For example, in Muenchen, IHK have special department to deal with forieners willing to open business in Germany. Very friendly and cooperative people, gave me a lot of useful information, including few little books about the matter (in English!).

Find the competent lawer. I would like to stress and underline: COMPETENT! I tried to do few things myself and relied on common sence, Internet and friend's oppinions - big, big mistake...


Good news. It looks like there is much better way up to the top. In fact, I am working on it and I am going to publish case study soon. It could possible became save vest for many CG holders.
And I have a lower for this time.

I appologise for such a breef observation of issue. In reality it is quiet complicate. But in you particular case it could be different and very simple.

Any specific questions are welcome.

Cheers...

Bo

Thanks Bo

Here is better explanation of situation.

- Idea is that with ownership of company I become executive director (CTO in my case).

- Company is GmbH and I will get something and a rest I will buy.

- Company is new (few months old) and it is opened by my boss from my previous company. Plan is that 60-80% of income make software that I created before (he has right fro software) and that is a reason why he wants to connect me more to company.

- My German is nothing special and I wanted to search for lawer for this case because not matter how good I understand German language I will never understand small prints somewhere in contract and official documentation .

- What did you think with "And my advise to you to think about it very, very carefully, even if your boss/parthner willing do do this" ? On what things I need to pay special attention ?

- My primary reason to become partner and manager in company is not because of status and gc limitation (it is nice that this can solve that problem ;) ) but because I have some ideas and I need partner in Germany for them and my boss looks like a good partner. Also I will have bigger influence in company and I believe that we can achieve more in this case.

- What you can suggest in case that you have company in your home country and you want to extend your business (internet based) and you need partner in Germany ?

Bye and thanks,
Dracus

Dracus,


>- Idea is that with ownership of company I become executive >director (CTO in my case).

You do not need to be coowner to become CTO. And versa vise. In Fact your GC is perfectly fit the situation.

Became executive codirector (Company could have more than one) you will automatically agregate hell of a lot responsibilities. It much better to be employe with CTO title, own part of the company (not less 20%, may be 25 - I do not remember exactly what is veto percentage in Germany), and do not worry about things like Finanzamt and etc... This is what's local partner/director business is. If business is good you always could apply for new residence and change GC to temporary/permanent residence.


>- Company is GmbH and I will get something and a rest I will buy.

Does company still "Ing."? Or full capital in the bank? Is it intitled in Registy? How many cofounders? Who was Notar?

>- Company is new (few months old) and it is opened by my boss >from my previous company. Plan is that 60-80% of income make >software that I created before (he has right fro software) and >that is a reason why he wants to connect me more to company.

Who owns the right for software? Old company? The new company? He? Does he willing to surrend rights to new company? if so, on what conditions? Intellectuall property? Sounds very troubling...

You see how many questions. This is why you need lawer. I can observe situation only in general.


>- My German is nothing special and I wanted to search for lawer >for this case because not matter how good I understand German >language I will never understand small prints somewhere in >contract and official documentation .

Exactly.


>- What did you think with "And my advise to you to think about >it very, very carefully, even if your boss/parthner willing do do >this" ? On what things I need to pay special attention ?

I would like do not discuss this issues in public.


>- My primary reason to become partner and manager in company >is not because of status and gc limitation (it is nice that this >can solve that problem ) but because I have some ideas and I >need partner in Germany for them and my boss looks like a good >partner. Also I will have bigger influence in company and I >believe that we can achieve more in this case.

As I pointed out in prev. message it does NOT solve GC limitation, unless you make appropriate arrangements.

I still do not understand who is driving force behind this deal. If you have ideas and YOU need the parthner for the company it is one story. But from what you wrote it looks like your partner wants to lock you in by offering you part of the company and
you will have vested interests with the future of the company.

May be in your case consulting agreement would be much better solution. You need to exploit this option too.

>- What you can suggest in case that you have company in your >home country and you want to extend your business (internet >based) and you need partner in Germany ?

You always may open representative office of your homebased company here, in Germany. But again, consult with IHK on this matter. By the by, what is your home country?

When we deal with "Internet based" business there is no such a thing as home county compexity.

>Bye and thanks,
>Dracus

Bo

Hi Bo,

I looks I would need your help, regarding the GmbH creation process.
If you don't minf, please use my e-mail from now on.

Ludmil
ludmil.dimitrov@web.de

Dracus,

I agree with Bo's points. In the situation you describe, it would be unusual to make you a Geschaeftsfuehrer (GF) in the newly founded GmbH. As a minority shareholder the role of the GF is loaded with responsibility towards the other shareholders, apart from all the existing responsibility and liability towards employees, the public, the authorities etc...

Moreover I would think carefully why your former boss makes such a generous offer
- to lure you away from a secure job into an uncertain venture?
- to sell you part of his shares?
- to have access to your labour without the need for immediate payment of a salary?

Are you just going to buy into the GmbH at the nominal value of the shares, which would be 20-30% of 25.000 Euro or whatever the nominal share value (Stammkapital) is? Or are you going to pay your fomrer boss more than the nominal share value?

Good luck!

Marc

Again step-by-step

- If I own part of company and I am CTO how can I change my visa because I was thinking that you have to be "executive codirector" to have possibility to change it ?

- Company is fully registered with him as a owner. I do not know who is Notar.

- Ownership of software is on cofounder of new company. Also I know that I am owner of code because I created it. This was totally strange for me but one of my German friends explained me that because I used my brain power and my creativity I have ownership of software too. For example, if I open new company I can use this code for future projects. This was told by lawyer who had case between somebody and one bank. Bank fired that guy and he opened his company where he used code that he developed in bank for software that he was creating in new company. Bank sue him but they lost case because this was his mental product and it was not written in his contract that he can not use code alone.

- Is there any way to contact you about "And my advise to you to think about > it very, very carefully, even if your boss/parthner willing do do >this ..." ? My email is mdracus@hotmail.com.

- What do you mean under consulting agreement ? It is not that he is trying to force me but I also believe that we can make something good and as he wants me closer to company I want him closer to my ideas. I do not want to give something (my ideas) and then just to be employee.

For Marc :

- I think that in this way we will connected to each other closer. He needs me and I need him. I will buy part of company by nominal value of shares because this company doesn't have any other special value.

- Company doesn't have any other value because it has to pay loan for software rights. Basicly, company has plus on konto but minus because of credit for software.

Dracus

Sorry for intervention....

>
- Company doesn't have any other value because it has to pay loan for software rights. Basicly, company has plus on konto but minus because of credit for software.
<

Pay to WHOM? The guy founded company and have bought rights for software from himself?

Before he had company with some other guy and that company crashed (they could not work together). So bank became owner of everything and now he bought licences from bank so that is a reason why he has that credit.

I know that this is totally confusing situation but I know him and I know what we can do together. Only thing is how to make it best for me or maybe better to say how to make it with minimum dangeour for me

Hi Dracus,

The topic was "change of visa and status"
Now it became "how to avoid troubles"

>
Before he had company with some other guy and that company crashed (they could not work together). So bank became owner of everything and now he bought licences from bank so that is a reason why he has that credit.
<

That is the anwer to the question why you need to think about everything very carefully.

>
I know that this is totally confusing situation but I know him and I know what we can do together. Only thing is how to make it best for me or maybe better to say how to make it with minimum dangeour for me
<

If you have a job, the best way is engage consulting agreement with the company and see how things would work out. In this scenario you at least:
1. Retain independency
2. Keep all rights for you code and ideas
3. Make the same money (possibly more)
4. No expences up front
5. Keep your partner errected all the time.
6. You always can step in with ownership of the company if you partner is honest man.
7. And what is more important, in case of troubles with the company you just walk away.

It could sound a bit cinic, but it is just the way of doing business. And not only in Germany.

Resume: Hire lawyer!!!

Bo

Hello all,

I'm a GC. Pls, should anyone know of a company in need of a c++
developer. It would be nice if I could have the information.

Is consulting work connected with your plan for change of status ?
I am asking this because I do not know how is it possible to work like consultant because of our visa.

Yes, it is the plan