Infrastructure for angel investments

beel is suitable for all GmbHs and UGs in Germany and Austria — but especially for founders who want to close existing investors or are about to.

On the platform, investors usually need only a few minutes to complete the process. Your own onboarding as a startup usually happens within a few days — signing and payment run in one flow, without a notary appointment.

Normally yes. With beel, however, you raise capital using Profit Participation Rights – fully digital and without a notary appointment. Later transfers of Profit Participation Rights also happen without a notary, because your commercial register entry stays untouched. Issuing them only requires a one-time, unanimous shareholder resolution during onboarding.

A classic GmbH investment incurs notary and legal fees per investor and per round that, depending on complexity and scale, usually run into the mid five figures. With beel these notary costs disappear entirely: the legally reviewed contract templates are included, and you only pay the fee for your platform plan.

A participating subordinated loan is a loan in which the investor shares in the profit instead of receiving fixed interest and is served on a subordinated basis in insolvency — it is debt on the balance sheet. Silent partnerships are entered in the commercial register and require a notary appointment, since the investors become shareholders; economically they are otherwise very similar. Profit Participation Rights go further: they are equity on the balance sheet and put the holder on an equal economic footing with the shareholders — sharing in liquidation proceeds, exit proceeds and dividends exactly like a shareholder — and are digitally tradable.

We do not provide legal advice — for the specific setup we recommend you obtain advice from counsel. Generally speaking, a securities prospectus is not required in every case. The Prospectus Regulation provides for exemptions a fundraise can rely on — for example offers to fewer than 150 non-qualified investors per EU member state, or offers with a total volume of up to €12 million per issuer within twelve months. Which exemption fits depends on how many investors you want to approach and how you communicate — the two routes have different scope. Regardless of the exemption: where the offer is aimed at retail investors, a securities information sheet (Wertpapier-Informationsblatt, WIB) pursuant to Sec. 4 WpPG is generally required and published by the issuer. If a PRIIPs key information document (KID) is produced for the same offer, no WIB is required. Which document applies in a given case depends on how the issue is structured; this does not constitute legal advice. We provide templates for these and further documents.

By giving investors Profit Participation Rights instead of traditional company shares no new entry is made in the commercial register. Instead, Profit Participation Rights get tracked on your digital cap table as a separate category of investments and your cap table stays clean, even with multiple small investments. Existing small stakes held as traditional company shares may be swapped into participation rights via our cap-table cleanup process before a VC comes on board.

Your company shares remain unchanged. Your company issues Profit Participation Rights directly to investors, represented – i.e. tokenized – on the Ethereum blockchain. This makes them digitally manageable and, if you enable it, transferable, without touching your commercial register.

Tokenization means that an asset – for example a stake in a company – is represented as a digital token on a blockchain. The token represents the rights to that asset and makes it digitally transferable and manageable. beel uses this to make Profit Participation Rights transferable on a legally reviewed basis and without a notary.

In private equity tokenization, stakes in non-listed companies are represented as digital tokens. This lowers entry barriers, makes stakes easier to transfer, and creates liquidity in an otherwise illiquid asset class. This is exactly what beel enables for German and Austrian startups – through Profit Participation Rights and its own secondary market.

Any operationally active GmbH or UG based in Germany or Austria. This applies not only to startups but to companies of any size that want to raise capital digitally and without a notary.

It depends on which prospectus exemption the offer relies on. With a Private Offer there are two routes: either the offer is aimed at fewer than 150 non-qualified investors per EU member state — in which case there is no prospectus-law volume cap. Or you use the volume limit: up to €12 million per issuer within twelve months, with no cap on the number of investors. On the first route, what counts is who an offer is addressed to — not who ends up investing. The Public Fundraise Add-on adds active marketing through our investor network and the involvement of a licensed partner; it relies on the same €12 million limit, which is aggregated with other offers under this exemption within twelve months. Which route fits is best clarified with legal advice.

Yes. The Profit Participation Rights were developed together with leading law firms, and the smart contracts have been audited multiple times.

Mezzanine capital sits between equity and debt: it strengthens the balance sheet without diluting voting rights — typical forms are profit-participation rights, silent partnerships and subordinated loans. Profit Participation Rights on beel are part of the mezzanine family: a share in the company's success, with no notary and no new commercial-register entry.

A convertible loan is credit that converts into shares later — quick to sign, but valuation and terms are merely postponed to the next round. Profit Participation Rights create clear terms from day one: participation immediately, no notary, no open conversion conditions. Existing convertible loans can be converted via a cap-table cleanup.

No. With Profit Participation Rights the share capital does not change — unlike a classic capital increase with notary appointment and commercial-register entry. The new shares instead count in the fully diluted cap table, economically like a share with a nominal value of one euro. The basis is a one-off, unanimous shareholder agreement during onboarding.