Virtual shares: the foundation of Beel
Virtual shares are equity profit-participation rights (Genussrechte) — a legally sound form of participation that puts investors and employees on an equal economic footing with shareholders, but with no voting rights, no commercial-register entry and no notary appointment. Beel uses them for fundraising, employee participation and co-investing — developed together with leading law firms.
Definition
What are virtual shares?
Virtual shares are equity profit-participation rights: a contractual form of participation that puts the holder on an equal economic footing with the shareholders — sharing in profit, exit and liquidation proceeds exactly like a shareholder — but grants no shareholder rights such as voting rights. They are the legally sound basis of the Beel platform, developed together with leading law firms, and are issued without a notary and managed digitally.
Developed together with leading law firms
In the cap table
How virtual shares work
Through virtual shares, investors are put on an equal economic footing with shareholders — with a claim to dividends, exit and liquidation proceeds — but receive no voting rights.
Commercial register
Shareholders
Investors · virtual shares
EKGR = equity profit-participation right
Claim to
Dividends · exit proceeds · liquidation proceeds
Contractually secured and managed on the Beel platform.
Issuing them takes a single, unanimous shareholder resolution; after that you can bring on investors or employees digitally at any time, with no notary appointment per person. Holders appear in your cap table, not in the commercial register — keeping it clear, even with many investors.
Virtual shares are equity profit-participation rights and — because we have structured them accordingly — are treated like equity. That is a key advantage over the convertible loan: a convertible loan sits on the balance sheet as a liability until conversion, so without a proper subordination clause a startup can quickly slip into technical over-indebtedness and become ineligible for funding programmes such as the INVEST grant or the research allowance. Virtual shares instead strengthen the equity base rather than piling on debt — with no conversion and no notary.
Use cases
One asset, multiple use cases
The same legally sound basis carries the entire Beel platform: fundraising, employee participation, co-investing through syndicates and liquidity via the secondary market. Beel provides all the contract templates — developed and vetted together with leading law firms.
For founders
Fundraising without a notary
Raise capital through virtual shares — digitally, with no notary appointment and without giving up voting rights.
More on fundraisingEmployee participation
Tax-optimised team stakes
Participation with vesting and cliff — no dry income, with §19a EStG deferral and a liquidity option.
More on employee participationFor investors
Co-investing through syndicates
Back rounds deal-by-deal through a syndicate — on an equal economic footing with shareholders, without your own fund structure.
More about syndicatesSecondary market
Virtual shares can be transferred via a secondary market — provided the issuing startup enables it. This creates a liquidity option even before an exit: shares can be traded, intended as an exit route, not as trading.
Virtual shares: frequently asked questions
What are equity profit-participation rights (Genussrechte) and how do they work?
What is the difference between a convertible loan and a profit-participation right?
How do virtual shares differ from real GmbH shares?
How are virtual shares taxed in employee participation?
What is the difference between crowdinvesting and virtual shares?
What is a GmbH token?
Are virtual shares transferable?
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