Give your team a stake — tax-optimised, no notary.

Give employees, advisors or freelancers real participation through Options on virtual shares — with vesting and cliff, tax-optimised. Exercised options are transferable provided the startup enables the secondary market. No notary and no dry-income problem.

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Virtual shares

Employee participation through virtual shares

beel gives your team a stake through options on virtual shares — equity profit-participation rights that put employees on an equal economic footing with shareholders, but with no notary, no commercial-register entry and no voting rights. That is what makes tax-optimised participation with vesting and cliff possible in the first place.

Tax

No dry income

Tax is only due on exercising the options or on sale — not on receipt. You choose the exercise timing yourself, with no notary; from then on only capital-gains tax applies to the appreciation.

Germany

§19a EStG deferral

Taxation is deferred; up to €2,000 a year stays tax-free.

Optional

Secondary market

Exercised options on virtual shares are transferable provided the issuing startup enables the secondary market — no guaranteed secondary market.

Learn more about virtual shares

The options compared

beel versus ESOP, VSOP and company shares

  Company shares ESOP VSOP Options on virtual shares
Set-up Notarial entry & commercial register Notarised contract Contract with employees Digital contract, no notary
Tax Income tax (14–45%) + 25% capital-gains tax on appreciation — dry income Income tax (14–45%) on exercise, then capital-gains tax on the appreciation Income tax (14–45%) at exit Tax only on exercise (§19a EStG available), then 25% on the appreciation; timing freely chosen
Liquidity Transferable only via notary Not transferable Not transferable Transferable where enabled
Rights Shareholder rights Full shareholder rights after exercise Share of exit proceeds Share of exit, liquidation and profit distributions — no voting rights

How it works

Three steps to participation

Creating participations is fast and fully digital. You set the rules, your team signs online — and tax is only due for your employees once they actually exercise their vested options on virtual shares.

01

Create a plan

Set vesting, cliff and duration — with legally compliant templates, optimised for GmbHs and UGs.

02

Invite recipients

Send an invitation link. Recipients sign digitally — the process is completely free for them.

03

Exercise & liquidate

Tax is only due on exercise or sale — not on receipt and not during vesting. In Germany, tax deferral under §19a EStG applies, and up to €2,000 per year remains tax-free (§3 No. 39 EStG). Options on virtual shares are also transferable, provided the startup enables the secondary market.

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Questions about employee participation

What does vesting mean?

Vesting means the stake isn't owned outright at once but is earned gradually over a period — typically four years — so it builds up as long as the person stays on board. You set the vesting period in the plan.

What does a cliff mean?

A cliff is an initial waiting period — usually twelve months — during which nothing vests yet. If the person leaves before the cliff, they keep nothing; after the cliff the first block vests at once and the rest continues gradually.

Is employee participation through beel legal?

Yes. beel is based on a legally reviewed participation model using options on virtual shares for Germany and Austria, developed with leading law firms. Legally, the profit-participation-rights model for employee equity is now well established.

Do I need a notary?

No. The whole process is digital — from creating the plan to signing and managing it. No paper, no notary.

When do employees pay tax?

Tax is only due on exercise of the option or sale — not on receipt and not during vesting. In Germany the deferral under §19a EStG applies, in Austria under §3(1)(15)(b) EStG; in Germany up to €2,000 per year is tax-free (§3 No. 39 EStG).

Can employees get early liquidity?

In principle, yes. Exercised options on virtual shares are transferable provided the issuing startup enables the secondary market. There is no liquid or guaranteed secondary market; a sale may not be possible, or only at a loss.

Who can I give participation to?

Anyone whose success is closely tied to your company: employees, advisors, freelancers, influencers or business partners.

What does § 19a EStG regulate for employee participation?

With a beel participation, employees receive options on virtual shares (profit-participation rights). At grant there is no taxable inflow of wages yet — this only arises on exercise and the resulting discounted acquisition of the profit-participation rights. Only that acquisition can meet the requirements of § 19a of the German Income Tax Act, which initially treats the benefit in kind as tax-free and defers taxation. Because no untaxed wage exists at grant, the flat deferral triggers (lapse of 15 years or end of employment) do not apply here at first. The deferral requires, among other things, that the stake is granted in addition to salary and free of charge or at a discount (no salary conversion), that no co-entrepreneurship arises, that the company was founded no more than 20 years ago, and that it does not exceed the thresholds (annual turnover €100m, balance-sheet total €86m, 1,000 employees). This does not replace tax advice.

What is an ESOP — and how does it differ from a VSOP?

An ESOP gives employees options on real shares — with notary, commercial register and often a dry-income risk. A VSOP usually replicates this kind of participation contractually, on a purely economic level. For employee participation via beel, a company gives employees options on virtual shares (equity profit-participation rights): economically like real shares, but more than just a contract, with no notary appointment, taxation only on exercise of the options — and transferable.

What is the difference between phantom shares and Options on virtual shares?

Phantom shares are purely contractual claims: at exit or dividend, employees are treated economically as if they held shares — but they are usually not transferable. Options on virtual shares are equity profit-participation rights with the same economic effect, but transferable, provided the issuing startup enables the secondary market.

Is employee participation tax-free?

Not entirely, but tax-favoured. With options on virtual shares on beel there is no inflow of wages at grant — taxation only starts when the profit-participation rights are acquired on exercise. For that acquisition, Germany's €2,000 annual allowance (§ 3 no. 39 EStG) can be used; beyond that, § 19a EStG defers taxation of the benefit in kind. Austria has its own rules. This does not replace tax advice.

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