A two-founder SaaS business with €420K ARR, exiting Germany under exit-taxation pressure on share value. We sequenced the personal and corporate moves so the Wegzugsteuer crystallised after the Romanian tax residency took effect.
The situation
A two-founder SaaS company headquartered in Frankfurt, with a US-based product team and EU-routed billing through a German GmbH. After two years of growth, the founders had crossed the threshold where ongoing German trade tax (Gewerbesteuer) plus corporate income tax made the residual after-tax distribution materially smaller than what a Romanian SRL plus relocation would deliver.
The complication was Wegzugsteuer (Germany's exit tax under § 6 AStG): a relocation by the founders without preparation could have crystallised tax on unrealised share gains immediately, in cash, against an asset they had not realised. The mathematics only worked if the move was sequenced.
The approach
Before any filings, we produced a written sequencing memorandum: the order of personal de-registration (Abmeldung), Romanian incorporation, capital deposit, tax residency certificate, and bank account opening. Coordinated with the founders' Frankfurt tax counsel so the German side aligned.
A new Romanian SRL was incorporated as the receiving entity. CUI issued in seven working days. Articles drafted in Romanian and English, lawyer-reviewed, scanned-document workflow only. Registered office secured in central Bucharest under the Standard tier bundle.
Both founders applied for Romanian tax residency certificates from ANAF before the German de-registration. Document trail (rental contract, address registration, intent declarations) prepared to evidence centre-of-vital-interests in Romania, defending the treaty tie-breaker if challenged.
Banca Transilvania EUR account opened remotely in twelve working days using BT's video KYC for non-resident-owned SRLs. We pre-briefed the relationship manager on the founder profile and the source-of-funds narrative; no follow-up requests were issued.
With Romanian residency in place, the founders executed the Abmeldung. Crystallisation of Wegzugsteuer was deferred under the EU-permanent-establishment rules and the underlying shares were rolled into the new Romanian holding without immediate German tax. The €420K ARR began invoicing through the SRL the following month.
The outcomes
Services used