Company formation

from Wikipedia, the free encyclopedia

The establishment of a company is the first of the company phases that characterize the “genetic structure” of business administration and describes the establishment of a company . The start-up process also includes planning in advance. Small businesses are called business start-ups . If, on the other hand, part of the company is spun off as an independent legal entity ( split ), this is called a spin-off in economic terms . The term startup has recently been used to describe a young company that is founded on the basis of an innovative business idea with the aim of growing rapidly and possibly being placed profitably on the market after a few years (e.g. company sale or IPO ).

From the founders' point of view, the sale of property rights to the company generally represents one of the opposite poles to the establishment of a company. The other is the dissolution of the company , i.e. the cessation of company activities and the sale of the business assets ( liquidation ). In both cases the company ends with a balance for the founders , i.e. a capital gain or a capital loss .

The term entrepreneurship is an economic sub-discipline that deals with what is happening around founding and founding personalities.

Theories and typologies

For Joseph A. Schumpeter , founding a company begins with the creative act of invention , which must be followed by an analysis of the markets . For Israel Kirzner , the ability to detect opportunities is a key factor in starting a business. This requires a specific view of unused opportunities and idle production factors . Shapero and Sokol model the importance of drastic changes in life history for the establishment of a company. Such events can lead to a foundation if the independence is seen as desirable and feasible and initiative or willingness to act is given. In addition, there are supporting influencing factors such as integration in networks or relevant work experience as well as a high willingness to learn. Other approaches seek the starting point in the existence of specific resources and skills that enable a company to be founded or support the willingness to do so.

A distinction is made between innovative and imitating (also called “traditional”), and also between original and constructive (also called “derivative”) start-ups. The latter include start-ups by company acquisition , conversion, merger and franchising . 95 percent of the start-ups in Germany are imitating. Furthermore, a distinction is made between opportunity and emergency start-ups (e.g. from unemployment).

Dependent start-ups are those in which an employee of a company is commissioned to set up a subsidiary .

A business start-up usually leads to the founding of a small or medium-sized sole proprietorship by a natural person.

Degrees of freedom

The founder of the company has seven so-called degrees of freedom , which are often referred to as decision-making problems and are part of the business plan (business plan , business analysis ) .

These are in detail:

In fact, however, these degrees of freedom are limited by a variety of framework conditions.

Fields of activity

Major topics include: market research, project planning , the development of the business plan, the organization , trade law matters as well as the financing and recruitment (the recruiting ).

Professional companies that help set up companies are management consultancies , auditors, business angels , venture capital donors, and chambers of commerce and industry . Universities and start-up networks are also increasingly involved in start-up processes.

If business transactions are carried out that are related to the future company, the addition in formation (i. G.) is added to the company .


An international comparison shows that the economic, legal, political, sociological and cultural framework conditions for business start-ups differ greatly and fluctuate over time, which, in addition to demographic and other factors, leads to a strong variation in start-up activity. These framework conditions and their changes are z. This is documented, for example, in the annual reports of the Global Entrepreneurship Monitor (GEM) consortium (for Germany e.g. in the GEM country report). However, it turns out that the number of start-ups cannot serve as the only indicator of a successful start-up support policy. So z. For example, a distinction can be made between opportunity and emergency start-ups, with the number of emergency start-ups with poor growth and survival prospects in the highly developed countries increasing in recent years , while the number of opportunity start-ups is increasing in the emerging countries. An important indicator is above all the rate of the conversion of start-ups into fast-growing companies (so-called "gazelles").

An OECD report finds that Europe's ability to create fast-growing startups is weak. 19% of the newly founded US American companies are among the Fast Growers , but only 4% of the European ones .

The GEM 2014 points out that the costs of a start-up in Europe are about twice as high as the average in other industrialized nations. Bankruptcies would take much longer here than in other industrialized countries and risk aversion was higher here as a result of the world wars. The fear of making mistakes is also much greater in economically successful European countries, especially in crisis countries like Greece, than in the USA. In the crisis countries, there would be the lack of prospects and the lack of resources of young people. This is how an entrepreneurial diaspora of emigrated Europeans is emerging in the USA . 50,000 Germans live in Silicon Valley alone , and there are 500 French start-ups in the San Francisco Bay Area. Various international activities aim to motivate the G20 countries to deal more intensively with the framework conditions for business start-ups that they neglect. This served u. a. the G20 Young Entrepreneurs' Summit in November 2011 in Nice . In their declaration , the young entrepreneurs called on the heads of state and government of the G20 nations, who met shortly afterwards in Cannes , to campaign for a start-up-friendly climate in their countries by creating easier financing options, tax savings and anchoring an entrepreneurial culture, that is already taught in school.

Founding motives

In Germany, the lack of employment alternatives in 2010 was the main motivation for founding a company for 34.2 percent of founders. Compared to founders in Anglo-Saxon countries with their strong emphasis on increased income opportunities through setting up their own company, the motives of self-fulfillment and gain in autonomy are widespread in German-speaking countries, but are increasingly overlaid by the motive “lack of alternatives”. This emphasis on autonomy values ​​also applies to a lesser extent to migrants in Germany, from which a cultural rapprochement with founding motivations widespread in Germany can be seen.

The lack of alternatives is a motive for founding a company, especially for migrants, who can thereby avoid unemployment and social exclusion. In the Netherlands the start-up rate in 2003 was e.g. For example, twice as high among immigrant Egyptians and around 70% higher among Chinese than among native Dutch people, in the United Kingdom the rate of founders in Pakistanis in 2004 was around 70% higher than that of the white British. In the second generation of immigrants, the start-up rates are increasing compared to the first generation.

Corporate entrepreneurship

The term entrepreneurship is often used to refer to business start-ups. The implementation of a start-up idea is a typical expression of entrepreneurial activity, especially in the case of an innovative start-up. Gartner says simply: "Entrepreneurship is the creation of a new organization."

The term Corporate Entrepreneurship (CE) deliberately communicates a difference: it is about entrepreneurship in already existing (predominantly medium-sized to large) companies, i.e. about the innovativity of an organization that has existed (for a long time) and sees innovation as a permanent strategic task becomes. Innovativeness is understood to mean the sustained commitment of an organization - in the sense of ability, possibility and willingness - to promote new ideas and their testing or implementation or, more generally, to creatively recombine organizational resources.

CE can thus be interpreted as a return to the entrepreneurial function defined by Schumpeter, which consists of the implementation of new combinations, whereby this function is basically performed by every person who knows how to recognize and implement new opportunities in the economic field, including in existing companies can. One aim of these activities is to dynamize bureaucratically frozen large companies and to keep creative minds (e.g. patent holders) in the company by giving them greater scope for action, responsibility and income.

The terms intrapreneurship or corporate venturing refer to similar issues .



The legal conditions for setting up a business or a company in Germany differ from the regulations in Austria (see below). This applies in particular to the registration of a start-up, taxation and social security obligations.

In Germany, a distinction is made between taking up a commercial activity, working in a freelance profession or as a farmer / forester (see EStG, trade law).

A special feature is also the many start-ups in the former East Germany after reunification in 1989 / 90th Christoph Bühler (1998) provides insights into this in connection with sustainable spatial development.


For every commercial activity you need a business license , which is issued by the trade authority. Commercial status is when an activity is carried out independently, regularly and with the intention of making a profit.

There are different types of trades.

  • Free trades
  • Regulated trades
  • Sub-trade

A trade license is obtained if the following requirements are met in addition to the required certificate of proficiency :

  • Completion of the 18th year of life
  • Citizenship of a member state of the EU or a contracting state of the EEA or of another state with which a relevant international treaty has been concluded. Or a residence permit was issued
  • Residence in Austria
  • There are no grounds for exclusion

Plant law

A commercial plant is understood to be any locally bound facility that serves a commercial activity. As a rule, these operating systems are subject to approval according to the trade regulations, i.e. an operating system license must be applied for. This is not necessary if the plant does not adversely affect the protective interests of the trade regulations. This is the case, for example, in pure office operations.

Commercial facilities are:

  • workshops
  • guest houses
  • Garages
  • Sales outlets
  • Hotels
  • Parking spaces

legal form

The legal form of a company defines the legal relationships within the company as well as the relationship between the company and its environment.

There are these legal forms:

social insurance

As a trader you are compulsorily insured in health, pension and accident insurance . In Austria, health and pension insurance is regulated in the Commercial Social Insurance Act (GSVG), while accident insurance is regulated in the General Social Insurance Act (ASVG).


Within one month of the start of the activity, the tax office must be informed of the opening of the business and the location. A short, written notification is sufficient. The local tax office (legal form: sole proprietorship, Austrian domicile of the trader) is responsible for income tax and sales tax . At the same time, the allocation of a tax number must be applied for.

Sales tax (including sales tax) is generally collected for all deliveries and services that the entrepreneur provides. In most cases the sales tax is 19% of the net remuneration. There is also a reduced tax rate, for example for groceries and books. In the case of special deliveries and services, no sales tax is shown as the sales are either exempt or the tax liability is transferred to the recipient of the service.

The basis and assessment basis for income tax is the annual profit , determined with the help of the income-expenditure account, the flat rate or double- entry bookkeeping , plus other income. The tax rate is between 0 and 50%, whereby income tax is only incurred if the (annual) income is more than 11,000 euros. Income tax is paid quarterly and in advance.

The corporation is the income tax from corporations such as GmbH . It is a uniform 15%, regardless of the profit level. The minimum tax prepayment per quarter is EUR 437.50. For new founders for the first four quarters 273 euros / quarter. If the profit is distributed to the shareholders, it is again charged with 25% capital gains tax or half the income tax rate.

In addition, there are other tax items, such as the income tax , the municipal tax , employer's contribution for employees, shareholders -Geschäftsführer, motor vehicle tax , city tax and property tax .


Entrepreneurs are obliged to collect receipts and keep records and to keep them for at least seven years. There are basically three variants of profit determination and the associated records, depending on the size of the turnover, type of income and legal form.

Income and expenditure must be recorded (income-expenditure account). A goods receipt book, a list of assets for purchases that cannot be written off immediately, and wage accounts when employing employees must be kept.

With the basic flat rate, income, purchase of goods and wages are recorded as with the income-expenditure calculation. The list of annexes can be omitted, but the guided tour is recommended because of a possible later change in the method of profit determination.

Double bookkeeping: Account management with preparation of balance sheet and profit and loss account , cash book, asset register, wage accounts and inventory . The records are not just an end in themselves, but contain a wealth of information that can be used intensively for corporate management and further development.

Second job entrepreneur

The employer must be informed about the planned self-employment and agree to the project. Without this consent there is a risk of dismissal.

Employees are compulsorily insured under the General Social Insurance Act (ASVG), the self-employed under the Commercial Social Insurance Act (GSVG) and farmers under the Farmers Social Insurance Act (BSVG) . Simultaneous employment, commercial and / or agricultural activity leads to compulsory insurance under several social insurance laws. This means that you have to pay multiple contributions. In the order of priority, the ASVG comes first , the GSVG and then the BSVG. Overall, however, contributions can never be higher than the maximum contribution basis.

All income is added together to determine income tax . The corresponding tax rate is applied to this.

Duration and end of company

In the first five years, on average, around 50 to 55% of start-ups disappear from the market. After another five years, around 30% of the start-ups are still on the market. In contrast, a large company in Germany has an average lifespan of 75 years, while the largest multinational companies exist on average for around 40–50 years.

A company usually ends when the company is dissolved , which is the opposite of the start of a company. Not infrequently, this is not planned, but through liquidation or transferring restructuring as a result of bankruptcy .

See also


Web links

Wiktionary: Establishing a company  - explanations of meanings, word origins, synonyms, translations

Individual evidence

  1. ^ Albert Shapero, Lisa Sokol: The Social Dimensions of Entrepreneurship. In: Calvin Kent (Ed.): Encyclopedia of Entrepreneurship. Englewood Cliffs 1982, pp. 72-90.
  2. Global Reports ( Memento of the original from June 22, 2012 in the Internet Archive ) Info: The archive link has been inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. (English); Retrieved June 26, 2012. @1@ 2Template: Webachiv / IABot /
  3. National Reports ( Memento of the original of June 8, 2012 in the Internet Archive ) Info: The archive link has been inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. (English); Retrieved June 26, 2012. @1@ 2Template: Webachiv / IABot /
  4. OECD: Entrepreneurship at a Glance 2015. Paris 2015.
  5. Global Entrepreneurship Monitor 2014, p. 33 ff., P. 59 ff.
  6. Les misérables in: The Economist , July 28, 2012.
  7. Nice: 2011 Young Entrepreneurs Summit. University of Toronto, November 2, 2011, accessed November 4, 2012 .
  8. ↑ Motives for founding in Germany up to 2011 (fee required). Statista GmbH, accessed on November 4, 2012 .
  9. ^ Michael Alpert: Turkish self-employed in Germany. Dissertation . Eul, Ulm / Lohmar 2011, ISBN 978-3-8441-0029-7 .
  10. David J. Storey, Francis J. Greene: Small Business and Entrepreneurship. Harlow etc. 2010, p. 147 f.
  11. ^ WB Gartner: Who Is an Entrepreneur? Is the wrong question. Entrepreneurship Theory and Practice. University of Baltimore Educational Foundation. 1989, pp. 47-68.
  12. ^ T. Behrens: Organizational culture and innovation. A cultural-theoretical analysis of the connection between social action grammar and innovative organizational behavior. (= Empirical personnel and organizational research. Volume 16). Rainer Hampp Verlag, 2001, p. 96.
  13. ^ WD Guth, A. Ginsberg: Guest Editor's Introduction: Corporate Entrepreneurship. In: Strategic Management Journal. Vol. 11, Special Issue, 1990, pp. 5-15.
  14. ^ Hermann Frank: Corporate Entrepreneurship. 2nd Edition. facultas.wuv, 2009, p. 14.
  15. ^ Christoph Bühler , Thomas Hinz: Newly founded companies in the Leipzig region . In: Building blocks of sustainable spatial development . Federal Office for Building and Regional Planning, Bonn 1998.
  17. D. Vahs , J. Schäfer-Kunz : Introduction to business administration . 5th edition. Schäffer-Poeschel , Stuttgart 2007, ISBN 978-3-7910-2661-9 , pp.  7 .