Cap-table cleanup

When open convertible loans and lots of individual holdings clutter your cap table, you tidy it up with beel: existing convertible loans and company shares are converted into virtual shares and managed digitally.

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Definition

What is a cap-table cleanup?

A cap-table cleanup converts existing holdings — individual company shares and open convertible loans — into virtual shares. Instead of many individual positions in the commercial register, your investors' shares are held as virtual shares in one digital cap table. Economically, everyone stays exactly as invested as before.

In plain terms: you tidy up your cap table once. When you later raise from a VC, a cap table with many small direct shareholders is often an obstacle — every shareholder sits in the commercial register, co-signs resolutions and is reviewed individually in diligence. As virtual shares the economic stake stays intact, and the next financing round starts from a clear, diligence-ready structure. Future resolutions also become much simpler, and you stay able to act.

After the cleanup

  • Every holding as a virtual share in one digital cap table
  • Economic equity instead of liabilities on the balance sheet
  • Later investors join without their own notary appointment or register entry
  • Clear, regardless of the number of investors
  • A structure that holds up to a lead VC's diligence

Before

  • Several convertible loans on different terms
  • Debt that sits as a liability until it converts
  • Individual share transfers with a notary appointment
  • Many small positions spread across contracts and spreadsheets
  • A cap table you clean up before the next round
Learn more about virtual shares

At a glance

How your cap table changes

Many individual positions in the commercial register become a few consolidated positions in the digital cap table — at the same economic stake.

Before

Founder 1 · 12,500 · real shares Founder 2 · 12,500 · real shares Angels 1–7 · 15,000 · real shares

Every angel sits in the commercial register with their company shares.

After

Founder 1 · 12,500 · real shares Founder 2 · 12,500 · real shares Angels 1–7 · 15,000 · virtual shares

The shares of Angels 1–7 are held as virtual shares in the cap table — economically equal, without voting rights.

How it works

How does a cap-table cleanup work?

You capture your existing positions — open convertible loans and your angels' company shares — in beel. The old company shares are then exchanged for virtual shares and held in the digital cap table.

This touches the commercial register once: exchanging existing company shares for virtual shares requires a single notary appointment. Converting convertible loans into virtual shares, by contrast, needs no notary appointment. After that everything runs digitally — every further investor joins via virtual shares, with no additional notary appointment and no new register entry.

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Cap-table cleanup: common questions

What is a cap-table cleanup?

A cap-table cleanup consolidates scattered holdings — open convertible loans and individual company shares — into virtual shares. Instead of many commercial-register entries and separate contracts, every investor sits as a virtual share in one digital cap table. The ownership structure stays clear — even with many investors — and the next financing round starts from a diligence-ready structure.

Why is a convertible loan a problem on the cap table?

A convertible loan is debt and sits on the balance sheet as a liability until it converts. Convertible loans can therefore lead to over-indebtedness and get a startup classified as a “company in difficulty” that loses its funding eligibility — for example the INVEST subsidy or the research allowance. With several loans on different terms, converting before a priced round quickly gets messy. This does not replace individual legal and tax advice.

What does a cap-table cleanup cost with beel?

The cap-table cleanup is a one-off €4,990 with a 0% transaction fee. You convert any number of convertible loans and company shares into virtual shares. You cannot close new investments with it; you don't need a fundraise subscription for it either.

When is a cap-table cleanup worth it?

A cleanup makes sense before a lead VC runs diligence on a priced round, when several convertible loans on different terms are open, or when many small holdings clutter the cap table. A clean cap table reduces diligence friction, speeds up the next round and keeps you able to act.

Can GmbH shares be sold without a notary?

No — transferring real GmbH shares always requires a notary in Germany (§ 15 GmbHG). That is exactly why swapping small stakes into virtual shares pays off: they can be transferred without a notary appointment, and the commercial-register entry remains untouched.

Make your cap table VC-ready

Convert your existing holdings or talk to us first.

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