Trust the standard - GmbH-optimized and already used multiple times. Each GmbH-token represents profit participation rights (so-called “Genussrechte”) and limited information rights with respect to a specific company. In addition, a token holder has the option to request a conversion of the token to traditional GmbH shares or stocks.
When you receive a GmbH-token via the platform, you are doing so based on a public promise (a so-called “Auslobung”) by your company plus either (i) an investment agreement or (ii) an employee allocation agreement.
Below is a brief explanation of the key concepts of “Auslobung” and “Genussrecht” as well as a summary of the token agreement contents.
Under German law, an "Auslobung" refers to a public announcement or invitation where a reward or prize is offered for the fulfillment of a specific performance or action. The German “Auslobungsrecht” governs the legal aspects of such announcements.
According to § 657 of the German Civil Code (”Bürgerliches Gesetzbuch” or “BGB”), an Auslobung consists of a public announcement that promises a specific benefit once someone fulfills the required performance. Typical examples of “Auslobungen” include competitions, prize contests, or rewards for finding lost items.
The “Auslobung” public reward must be clear and unambiguous to define the participants' expectations. It should also include specific conditions, deadlines, and, if applicable, exclusion criteria to avoid potential misunderstandings.
When someone fulfills the required performance and meets the conditions, the “Auslobung” creates a legal entitlement to the promised benefit. The person making the announcement (”Auslobende”) is then obliged to grant the reward or prize.
In the case of Tokenize.it, each company creates its own “Auslobung” as part of the setup process. This specific “Auslobung” promises certain participation rights (each, a ”Genussrecht”) to holders of its GmbH-token.
Because each company “Auslobung” requires the holding of a company token as a prerequisite for the promised participation rights, secondary trades without an assignment of the investment contract become feasible.
Under German law, a "Genussrecht" is a form of profit participation right in a company where the holder of the “Genussrecht” receives certain financial benefits. It is a special form of investment that allows investors to participate in the profits of a company without owning shares in the company. Unlike stocks or shares in a limited liability company (”GmbH”), a “Genussrecht” does not grant the holder any voting rights regarding the company. Rather, it is a purely financial participation where the holder has a claim to specific proceeds.
We provide companies with templates of all necessary legal documents in order to launch their own GmbH-token. Below is a list of the templates and a brief explanation of what each document is intended to do. You can download the templates after onboarding on the platform.