Crowdinvesting

Crowdinvesting is intended to allow you to launch Crowdinvesting campaigns based on GmbH-tokens. We are currently working on making this vision a reality.

Which companies can use Crowdinvesting?

Your company must be a GmbH or UG registered in Germany.

What documents do I need to create a crowdinvesting campaign?

We provide you with a checklist in advance. First, you must upload company documents (extract from the commercial register, list of shareholders, information on the beneficial owners of the company, certificate of incorporation, organization chart and Creditreform information) and go through a KYC process. Have a valid identification document ready for this.

For crowdinvesting, we require a completed "Basisinformationsblatt" (BIB) and the signed investment contracts with the planned amount of the crowdinvesting. Tokenize.it provides drafts of the contract documents free of charge via the platform. In addition, a pitch deck, a current "BWA" (business analysis), business and financial plan and the annual financial statements for the last three financial years (if available). To personalize your fundraising page, you can also integrate your company designs and colours ("white label").

Is there a maximum amount for Crowdinvesting?

The maximum funding amount in a campaign is €8 million. As an investor, you can invest up to the maximum amount set by the company. The documents for a public offering are valid for twelve months, which is how long you can fundraise "continuously".

What documents do I need to register as an investor?

To participate in a crowdinvesting campaign, you must first register on our platform. Part of the onboarding is a KYC process in which you must present an identification document (ID card, passport, driver's license, etc.). This is a video-ident process, for which you will need a webcam or mobile device.

Is there a minimum amount to start crowdinvesting?

As an investor, you can start crowdinvesting from €200, unless the company has set a higher amount.

What does it cost to participate in crowdinvesting?

We do not charge investors any fees, the funds raised go directly to the company. The costs for GmbHs can be found in our pricing.

Why do I have to fill out an investor profile as a crowdfunding participant?

When you register, you will be asked for your contact details as well as information about your investment experience. This is required by law. We use it to check whether crowdinvesting is an appropriate investment for someone with your experience. Ultimately, you can decide for yourself whether you want to invest.

What payment options are available?

Payment is possible via SEPA transfer or with the E-money token EURe ("Monerium EUR emoney", a stablecoin issued by our partner Monerium) on the Gnosis Chain via your own wallet. Payment via a crypto exchange is currently not possible.

Can the GmbH tokens be transferred or sold?

The crowdinvesting tokens are transferable per se, but the GmbH can set up a so-called "allow list". This is a predefined list of addresses to which tokens may be sent. This ensures, for example, that the tokens can only be transferred to verified users. A secondary market is planned for trading the tokens on the Tokenize.it platform.

When will I receive the tokens in my wallet?

As soon as we have received the investment amount, the GmbH tokens will be sent to your wallet. In the case of payment via SEPA transfer, we recommend a real-time transfer ("Sofortüberweisung") for faster processing. With a EURe deposit, the tokens are released on the blockchain immediately upon confirmation. You may then need to import the tokens into your wallet so that they become "visible" (e.g. in MetaMask). If you have used the Google login and have not added a wallet, you can view the tokens on the platform.

Can I receive my tokens on another wallet?

Yes, at the end of the investment process you can specify another wallet to receive the tokens, in addition to the one you used when you logged in. You will need to confirm this again by email. Please note that the payment or creation of the Monerium account always runs via your login wallet. Although it is also possible to log in with a Google account (a wallet is created for you in the background), we recommend using your own wallet. If large sums are involved, a "cold wallet" is recommended.

What rights are associated with the tokens?

As an investor, you have the right to participate economically in the respective company (e.g. dividends), even in the event of an exit or liquidation. In this sense, the tokens represent "Genussrechte" (profit participation rights).

In addition, investors are guaranteed a right to information through annual reports. The tokens also come with a "put option" so that you can return shares to the company under certain circumstances. The company can decide whether to pay out the token holders at the current value, offer them shares (if an "AG" exists), or enter them into the commercial register as shareholders. Only in the case of an AG or as a shareholder, a voting right is associated with the shares. More information on our legal setup.

Which blockchain is used for crowd investing?

The tokens are created using the ERC20 standard on the Gnosis blockchain. It is very similar to the Ethereum blockchain, but has lower transaction costs. Investors can participate with as little as €200. Depending on the wallet, you must first add the Gnosis network. Information on this can be found here.

Can I have my fundraising campaign promoted by Tokenize.it?

Tokenize.it does not currently offer a service to promote crowdinvesting campaigns. We provide you with the infrastructure to create and manage your GmbH tokens. However, you can use the links generated on the platform to share them in your networks, so that your investors can onboard quickly and easily.

Can I get in touch with my investors through the platform?

Currently, there is no option to send messages to your investors through the Tokenize.it platform. We are working on establishing a communication interface soon.

What will the crowdinvesting page look like?

A separate page in the company's design will be set up for each crowdinvesting campaign. Essential information about the company or the campaign can also be found there. The design can be customized by the company when creating the campaign.

Can I decide for myself who can invest? Can I reject investments?

In principle, it is always up to the managing directors of the company to decide who can and cannot invest. Our platform enables the acceptance of investments via a standardized process. There is also the option of checking each investment offer in detail yourself before accepting it. Please contact us directly in this case.

What happens if I do not reach my funding target? Do I have to repay the money?

In the case of crowdinvesting, there is no standard threshold value which, if not reached, would result in the investment offers already received being rejected. Each investment offer is considered separately and accepted if necessary. We call this "rolling closes". This means you keep the funds you have already collected.

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.

Where/how are the equity tokens accounted for?

The GmbH tokens are to be classified as "Genussrechte" (profit participation rights) for tax accounting purposes. The tax authorities set out their current view on the "Geussrechte" in the BMF letter dated April 11, 2023. According to the tax authorities, the classification of tokens ("Genussrechte") as equity or debt capital depends largely on the shareholder status of the token holders.

If there is no "Gesellschafterstellung" (status as shareholder), the tokens must be reported as debt capital ("Fremdkapital"). However, if there is a "Gesellschafterstellung", equity ("Eigenkapital") may also exist for tax purposes, depending on the specific structure. In our experience, however, "Genussrechtskapital" (profit participation capital) is repeatedly classified as equity in the commercial balance sheet.

As a start-up founder or managing director, we recommend that you evaluate your specific situation together with your tax advisor in advance.