Virtual shares: the foundation of beel

Virtual shares are equity profit-participation rights (Genussrechte) — a legally reviewed 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 therefore no notary appointment. beel uses them for fundraising, employee participation, cap-table cleanup and co-investing — developed together with leading law firms.

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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 reviewed 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.

Voting rights can be represented via a put option where needed: investors who invest a founder-defined minimum or more can be granted one contractually — so the cap table stays clean without larger investors giving up a say.

Commercial register

Shareholders

Founder 1€12,500
Founder 2€12,500
Total€25,000
€30,000 CAP TABLE TOTAL
Virtual shares · €5,000 (16.7%) Founders in the commercial register · €25,000

Investors · virtual shares

Equity profit-participation rights · economically like shareholders

no say in governance
Business Angel€1,000
VC€4,000

Claim to

Dividends · exit proceeds · liquidation proceeds

Contractually secured and managed on the beel platform.

Total€5,000

Issuing them takes a single, unanimous shareholder agreement; after that you can bring on investors or employees digitally at any time, with no notary appointment. 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 a startup can quickly slip into technical over-indebtedness, be classified as a “company in difficulty” and lose its funding eligibility — for example for 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 reviewed basis carries the entire beel platform: fundraising, employee participation, cap-table cleanup, co-investing through Syndicates and transfers 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 fundraising

Employee participation

Tax-optimised team stakes

Participation with vesting and cliff — no dry income, with §19a EStG deferral and a liquidity option.

More on employee participation

For 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 Syndicates

Secondary market

Virtual shares can be transferred via a secondary market — provided the issuing startup enables it. This creates the possibility of a sale before an exit. There is no liquid or guaranteed secondary market; a sale may not be possible, or only at a loss.

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Virtual shares: frequently asked questions

What are equity profit-participation rights (Genussrechte) and how do they work?

Equity profit-participation rights (at beel: virtual shares) are 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 issued without a notary and managed digitally.

What is the difference between a convertible loan and a profit-participation right?

A convertible loan is debt and sits on the balance sheet as a liability until conversion — so a startup can slip into technical over-indebtedness and become ineligible for funding programmes such as the INVEST grant or the research allowance. An equity profit-participation right (virtual share) is equity on the balance sheet and so strengthens the equity base instead of piling on debt — with no conversion and no notary, issued and managed digitally through beel. This does not replace individual legal and tax advice.

How do virtual shares differ from real GmbH shares?

Real GmbH shares require a notary appointment and an entry in the commercial register and grant voting rights. Virtual shares put investors on an equal economic footing but grant no voting rights, appear in your cap table rather than the commercial register, and are issued without a notary.

How are virtual shares taxed in employee participation?

Tax is only due on exercise of the option or sale — not on receipt and not during vesting, so no dry income arises. In Germany, tax deferral under §19a EStG applies, and up to €2,000 per year remains tax-free (§3 No. 39 EStG). This does not replace individual tax advice.

What is the difference between crowdinvesting and virtual shares?

Classic crowdinvesting often runs via subordinated loans on open platforms with many anonymous retail investors. beel issues equity profit-participation rights (virtual shares) that you control yourself: you decide who invests, keep a clean cap table and give up no voting rights.

What is a GmbH token?

A GmbH token is the technical representation of a virtual share (profit-participation right) as a digital token on the Ethereum blockchain. It represents the rights to the share and makes it digitally manageable and — if enabled — transferable, without touching the shareholder structure.

Are virtual shares transferable?

Yes, 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.

What is a secondary market for startup shares?

A secondary market is where existing shares change hands between investors — unlike a financing round, which creates new shares. If the issuing startup enables it, virtual shares can be transferred on a secondary market. That creates the possibility of a sale before an exit. There is no liquid or guaranteed secondary market; a sale may not be possible, or only at a loss.

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