Legal setup

Detailed legal setup of company tokens

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.

Token agreements

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.

  • Investment overview and public reward ("Auslobung")
  • A summary of what the investor gets by purchasing a token.A high-level overview of the tokenized profit participation and information rights your company will be offering to investors. Contains your company token smart contract address and links to the General Investment Terms and the Investment Agreement Terms.
  • General Investment Terms
  • The "fine print" about token rights and token mechanics
  • A detailed explanation of the profit participation and information rights attached to your company tokens. It describes the legal nature of the tokens and the requirements for holding a token and exercising the token rights.
  • It also contains an explanation of the Investment Agreement, which governs the initial purchase of tokens by an investor via the platform. In addition, it describes the nature of the "Public Reward" your company makes by launching the tokens, which ensures that your tokens retain the attached rights even after an investor's sale or transfer of tokens to third parties.
  • Investment Agreement Terms
  • What an investor agrees to by pushing the "invest now" button on the platform.
  • A short agreement between your company and an investor governing the purchase of tokens from your company. It incorporates the General Investment Terms by reference.
  • Employee Allocation Agreement
  • What your employees sign with you as a lean alternative to a traditional ESOP/VSOP program.
  • A short agreement between your company and an employee who is receiving tokens from your company. You can specify a vesting schedule and cliff just like with traditional employee participation programs. But instead of a paper agreement, your employees receive options for tokens that they can choose to exercise anytime after they are vested.
  • Shareholder resolution
  • What your shareholders need to approve before you can launch your company token.
  • A document allowing shareholders to permit company management to create a specific amount of tokens and sell them to investors or provide them to employees or stakeholders as an incentive. Does not need to be notarized.

What tax considerations should I be aware of as a founder?

Our contract drafts have been designed and tax-optimized by an international law firm. For specific tax-related questions, please consult your tax advisor.

What are the technical requirements to use Tokenize.it?

Companies, investors and employees require a blockchain wallet in order to issue, purchase or receive and hold tokens. Tokenize.it currently supports all wallets supported by RainbowKit. In order to invest, investors need to be able to fund their wallet with the cryptocurrency chosen by the respective fundraising company. Some companies may offer payment for tokens via SEPA transactions, which requires access to a traditional bank account.

How do I connect my Ledger to MetaMask?

You can find a guide on how to connect your Ledger to MetaMask on the Ledger support page.

This is some text inside of a div block.