Monday, May 19, 2008

(Trying to do) Business in Germany

It took me about half an hour to set up the Verilab Ltd corporation in the UK. I popped into the lawyer's office, picked a name, and did the stuff. We just bought an off-the-shelf pre-formed company (CrestEdge I think it was called), and renamed it. Verilab Inc, in Texas, took a wee bit longer - a month - but only because I was based in Scotland at the time. But for Verilab GmbH in Munich? Thirteen months. That's just over a year from start to finish, to hack my way through rules, and notarizations, and peculiar customs and conventions. And I can't deny that, given that lots of those peculiarities persist after formation, I sometimes wonder why I bothered.

One of the "best" bits of the formation process was our encounter with the Handwerkskammer. This is a kind of guild of craftsmen, intended, I think, to service traditional crafts, like plumbing, and carpentry, and cuckoo-clock making. I'm pretty sure it was not set up to have any jurisdiction over professional engineers working in the field of VLSI design. However, in Germany, rules are rules, and we inadvertently fell foul of one that drew us into the field of view of the Handwerkskammer.

The problem was our Articles of Association - the documents that define what Verilab GmbH planned to do to earn its keep. These were translated from the original UK documents - the ones used to create
Verilab GmbH's parent, Verilab Ltd. However, the problem was that in the UK it's common to make Articles of Association fairly broad and all-encompassing. Today we're doing chip verification; tomorrow we might be doing software testing; and who knows what comes next. (In practice no one is as flighty as that, but the lawyers like to leave things flexible). And so, our documents contained the fateful word "assembly". That meant that in the UK, should the "verification" of PC cases ever take our fancy, we would be OK as far as our Articles went.

But over in Germany, the word "assembly" translates as "die Montage". And "die Montage" is a trigger word for the Handwerkskammer. Get involved in anything to do with "die Montage" and you get a visit from the German version of the Wheeltappers and Shunters Social Club. But that's not the real problem. The real problem is that the Handwerskammer have the ability to insist that any company falling under their jurisdiction must hire themselves a Meister - a kind of über craftsman. Now personally I'd argue that all the Verilab engineers and consultants are extremely über at what they do, but that's not what the Handwerkskammer have in mind. I'm not sure what the precise requirements are, but your
typical Joe PhD from the US or the UK isn't going to qualify. And so as it stood, we were unable to complete our incorporation. No master cuckoo clock carver, no company.

Anyway, sanity eventually prevailed. Our German lawyer argued back and forth with the local HWK dignitary, explaining throughout what we actually did for a living. And three months later, we were allowed to continue with the next part of the process. (Oh no, it wasn't over at that point. Not by any means. But that's another post or five).

Now, don't get me wrong. Neither the UK nor the US can claim freedom from such rules. I'll tell you some stories about them when I get around to it. But the Germans (and, in a different way, the French)
are, well, they're Meisters at this kind of thing. They know what they're doing; they take their time; they get the job done.

No comments:

Post a Comment