Taking on Investors in a Start-up: Timing, Risks and Legal Framework
Sooner or later, almost every growth-oriented company requires substantial external financing. This capital can accelerate growth, enable expansion into new markets, or help keep pace with technological competition. Particularly in innovative sectors such as artificial intelligence (AI), software-as-a-service (SaaS), Web3, games, and eSports, the question of taking on investors becomes critical.
The decision on when and under what conditions external investors are brought on board is of crucial importance for start-ups and founders. It involves not only the financial side but also far-reaching legal and strategic consequences. Understanding these implications is vital for the company's future trajectory.
The right time for investor participation can determine a start-up's future course. For instance, premature venture capital involvement can lead to a loss of control for founders or severely dilute their shares if capital is raised at a very early stage with a low valuation. Conversely, delaying investor engagement can inhibit growth and cause scaling delays, especially if the company runs out of funds during a critical growth phase while competitors gain momentum.
In the worst-case scenario, incorrect timing could lead to the loss of the original entrepreneurial spirit. This might happen if external investors take over or the start-up loses its innovation leadership due to a lack of funding. Careful consideration of these factors is a cornerstone of sound legal preparation for the first investment round.
This specialist article comprehensively examines the legal challenges and entrepreneurial considerations involved in taking on investors in young technology companies. It first addresses the questions of when is the right time to invest and how to recognize the wrong time. Subsequently, the central risks associated with very early or very late investor involvement are discussed, ranging from the risk of influence and misappropriation of the corporate vision to structural problems in later financing rounds.
Next, various forms of participation and financing instruments common under German law are presented. These include silent partnerships, profit-participating loans, and subordinated loans, as well as capital investments requiring a prospectus and modern tokenized investments via blockchain. For founders, understanding the legal framework and requirements associated with each option is essential. This includes aspects like contract structure, investor information and control rights, and compliance with regulatory obligations, such as BaFin prospectus requirements.
Furthermore, the article will highlight the differences between German and international investor law. Regulatory aspects (e.g., BaFin vs. SEC in the USA) and corporate law considerations (e.g., GmbH or AG participation vs. typical US corporate structure) are explored. International growth ambitions often necessitate adapted strategies, as a globally scaling start-up interacts with investors from various jurisdictions and may need to adjust its corporate structure accordingly.
We also pay particular attention to the challenges of raising capital for start-ups with high research and development costs, such as those in AI or biotechnology, and for companies that are internationally oriented from the outset. These companies often need to raise substantial sums early on without generating short-term revenue. This demands special financing strategies and entails legal stumbling blocks, for example, regarding the protection of intellectual property vis-à-vis investors.
Finally, the specifics of the games and eSports industry in Germany are analyzed. These sectors often have unique rules. The availability of business angels and private investors is limited in Germany, the investment climate is considered difficult, and there are industry-specific legislative hurdles. Financing models like publisher deals, sponsoring, or community funding often play a greater role than traditional venture capital. We examine the special legal and economic framework conditions that founders in the games and eSports industry must consider, from state funding and regulatory aspects to their positioning in an international comparison.
This article is aimed at founders and start-up teams with an interest in law who seek sound guidance for their strategic financing planning. It shows what needs to be considered when choosing and structuring investor involvement, offering expertise from the perspective of a specialized IT lawyer and start-up consultant. The presentation is factual and practical, with references to relevant legal norms and an economic classification of the various options. The aim is to enable founders to make informed decisions for financing their company's growth securely and flexibly.
The Right and Wrong Time to Take on Investors
There is no general answer to the question of when is the best time to bring investors into a company. It depends on many individual factors, such as the business model, market situation, and the start-up's development to date. However, there are typical scenarios in which investors may enter too early or too late, leading to problems. Founders should be aware of these situations to make informed decisions about timing.
Investors Involved Too Early
In a start-up's very early phase, for instance, before or immediately after market entry, taking on external investors can seem tempting. A high capital requirement for product or market development often leads founders to sell shares to venture capitalists or business angels at the seed stage. While such an early investment brings fresh capital and valuable know-how, it also involves considerable risks.
Risks of premature investor entry:
- Loss of control by the founders: If investors join when the company valuation is still low, founders must give up a large proportion of their shares for comparatively little capital. This can significantly reduce the founders' voting power. External investors often secure veto rights or seats on the advisory board/board of directors, restricting the original entrepreneurs' decision-making freedom. In extreme cases, founders may lose control over strategic direction if investors prioritize different goals, such as rapid growth at all costs or an early exit.
- Severe dilution: The early issuance of shares leads to a dilution of existing shareholders' holdings. The founders' percentage share can shrink rapidly, especially with multiple financing rounds at short intervals. This impacts motivation and long-term loyalty, particularly if they feel they must cede most of the value increase to investors later on.
- Loss of the entrepreneurial spirit: Start-ups are often characterized by a strong entrepreneurial spirit, flexibility, and quick decision-making in their initial phase. If investors are brought on board very early, the agile start-up culture risks being slowed by formalized reporting obligations, approval requirements, and external influence. Founders might spend more time on investor relations and administrative tasks than on product development and customer acquisition. The original vision can be diluted, and
entrepreneurial freedom significantly restricted. - Immature business models under external pressure: Another risk of very early financing is that the business model may not yet be validated or market-tested. However, external investors often expect scalable growth strategies and measurable success quickly. This pressure can force founders to expand prematurely or launch an immature product just to meet investor expectations, increasing the risk of failure. Without an investor, founders might have more time to adapt the product or pivot the concept before committing to a growth trajectory.
Despite these risks, early investor entry also presents opportunities. Experienced business angels or venture capital managers with industry experience can provide decisive impetus, offering networks, mentoring, and credibility. A prominent early-stage investor can signal to other market players that the business model has substance. Financial backing from the outset can also secure a technological lead or market share before competitors emerge.
The "right" time in the early stages is therefore a fine line. Founders should not hesitate to accept external support if necessary, but they should first establish a viable foundation, such as a functioning prototype, initial paying customers, or valid market data. This ensures the company valuation is not unnecessarily low and that investors are approached from a position of strength.
Late Admission of Investors
The other extreme – waiting too long to raise capital – can also be problematic. Some founders are reluctant to give up shares and finance growth from their own funds, current sales, or small amounts of public funding for as long as possible. While this bootstrapping mentality initially preserves independence, it quickly reaches its limits in capital-intensive or rapidly growing markets.
Risks of a late investor take-up:
- Delay in scaling: The most obvious risk is losing valuable time during which the company could grow faster. A lack of external capital prevents important investments in personnel, marketing, international expansion, or research and development. Growth then becomes slower than possible. In dynamic markets like AI or platforms, this can mean better-financed competitors overtake you. A market opportunity could be missed because the start-up lacks funds to scale aggressively enough.
- Financial bottlenecks and unfavorable conditions: Delaying investor engagement too long often results in seeking capital under financial pressure. If liquidity reserves are almost exhausted, and capital is urgently needed, the start-up is in a poor negotiating position (a "fire sale scenario"). Investors entering at this late stage will leverage the urgent need, dictating tougher conditions, such as a significantly higher share for the same investment or strict contractual terms. In the worst case, no investor can be found, increasing the risk of insolvency.
- Lost synergies and know-how: External capital often means not only money but also strategic support. Operating without investors for an extended period means missing out on potential external expertise, industry contacts, and mentoring. Taking on investors later might reveal that certain strategic or structural mistakes could have been avoided earlier. An experienced investor might have pushed for business model optimization or process professionalization at an early stage. Without this input, inefficient structures can become entrenched, requiring costly late-stage corrections.
- Limited competitiveness: In global tech industries, large financing rounds often generate publicity and customer trust. A start-up without well-known investors might be viewed more critically externally. Potential major customers or partners may question why no investor has recognized its potential, impacting its reputation. Furthermore, strongly financed competitors have funds for aggressive marketing, better customer conditions, or faster product development. The company risks reduced market visibility despite a good product.
However, there are also advantages to bringing investors into the company later. The most important argument is the preservation of independence in the early phase. Founders can build their product and brand without external influence, allowing organic growth. If successful, company value typically increases, leading to a higher valuation (higher pre-money valuation) when investors join later. This reduces the number of shares sold and limits dilution. Additionally, founders with a proven business model can negotiate with investors from a position of strength, avoiding compromising clauses.
Nevertheless, the timing of the first major financing should not be indefinitely delayed. A proven approach is the concept of the "window of opportunity": founders identify when their company is at a turning point where additional capital can trigger maximum growth, for example, after successful development or just before an international product launch. Exploiting this window is crucial. If missed, later financing may still be useful, but some market potential or competitive advantage may already be lost.
Interim conclusion: Neither a dogmatic early entry nor a fundamental delay in raising capital is inherently optimal. The decisive factor is an honest assessment of the current situation. Does the start-up have a minimum viable product and reliable key figures to justify a reasonable valuation? Or is there a risk of a capital shortfall within the next few months without fresh capital? Answers to such questions provide clues for the right timing.
Intermediate forms such as convertible loans or SAFE agreements (Simple Agreement for Future Equity) can also bridge the gap. They enable financing before an official valuation round, with the exact participation quota determined later, usually in the next equity round. Such instruments offer flexibility and help manage the balance between "too early" and "too late."
Ultimately, the goal is to bring investors on board at the right time – when the benefits of additional capital clearly outweigh the associated sacrifices, such as share transfer or investors' co-determination rights.
Legal Framework and Requirements of Various Forms of Participation
Start-ups have access to various forms of investment when taking on investors, each subject to specific legal regulations and economic effects. The most important models are presented below with their key legal points:
- Silent partnership – the investor does not appear openly but receives a share of the profits.
- Profit-participating loan – a loan with profit-related interest, possibly combined with subordination.
- Subordinated loan – a loan subordinated in insolvency, potentially having an equity-like character.
- Capital investments requiring a prospectus – traditional public investment offers under asset investment or securities prospectus law.
- Tokenized investments via blockchain – new models where shares or rights are issued as digital tokens.
Each form has advantages and disadvantages and specific legal requirements. Founders must choose the right instrument for their situation and be aware of associated obligations.
Silent Partnership
The silent partnership (Sections 230 et seq. of the German Commercial Code, HGB) is a traditional form of corporate financing. An investor, the silent partner, provides capital to an existing company without appearing externally as a shareholder. Legally, the silent partner participates in the commercial business with an asset contribution and receives a contractually agreed share of profits.
The main features of the silent partnership are:
- Internal participation, no corporate law status: The silent partner does not become a corporate law shareholder (e.g., does not hold shares in a GmbH). Their position is based solely on the participation agreement. The investor remains anonymous externally, and the company's share capital does not change. The silent partner's contribution becomes part of the company's assets, similar to an injection of outside capital.
- Profit (and loss) participation: Typically, the silent partner participates in the company's profits. They participate in losses only up to their contribution amount, meaning their contribution can be consumed by losses, but they are not liable beyond this. This is a typical silent partnership. More extensive loss participation or participation in hidden reserves/assets can also be agreed contractually, forming an atypical silent partnership, which can establish co-entrepreneur status for tax purposes.
- No management authority: The silent investor has no say in management and is not involved in day-to-day business. However, they have a statutory right of control (§ 233 HGB) to inspect books and annual financial statements to verify profit participation. Extended information rights and consent reservations can be agreed upon, but the silent partner remains passive. For the start-up, this means no relinquishment of voting rights or company shares, a clear advantage over open participation.
- Contractual flexibility: The silent partnership offers great flexibility. Term, termination rights, profit distribution key, and other rights/obligations can be freely agreed. For example, minimum terms can prevent short-notice withdrawal. Exit arrangements and succession planning can also be individually agreed. Balancing interests is crucial: the investor seeks attractive returns and capital security, while the company desires freedom and long-term capital use.
- Accounting classification: In the company's commercial balance sheet, a typical silent partner's contribution is recognized as debt capital. Economically, this is mezzanine capital, a hybrid between equity and debt. Under certain conditions (long-term capital transfer, loss participation, subordination), the silent partnership contribution can be treated as equity in the over-indebtedness test (qualified subordinated capital, see Section 19 InsO). Thus, a silent participation can improve a start-up's creditworthiness without increasing formal equity.
- No direct dilution of voting rights: Since the silent partner does not formally become a shareholder, existing shareholders retain their voting and control rights. However, the silent partner's profit share reduces the profit remaining for other shareholders. Founders "share" profits with the silent investor but not company power.
Silent partnerships are attractive to investors who want to participate in economic success without operational involvement or formal say. These can be wealthy private individuals or institutional investors. Legally, it's crucial to clearly regulate all key points in the contract: profit determination, information rights, duration, termination, loss handling, and exit scenarios. Regulations must not imply the silent partner acts like a real shareholder, to avoid reclassification as a sham company. A well-drafted silent partnership agreement prevents such ambiguities.
Important: If a silent partnership is offered to many investors (e.g., via crowdfunding), capital market law applies, potentially requiring a prospectus. However, most start-up financings use individual contracts with a few selected investors, simplifying this issue.
Profit-Participating Loan
An alternative or middle ground between equity and a traditional loan is the profit-participating loan. "Partiar" means the interest rate is variable, dependent on business success (Latin partiar = to share, meaning a share in profit). Legally, it's a normal loan agreement under Section 488 of the German Civil Code (BGB): the investor (lender) provides a sum to the start-up (borrower), generally repayable. The unique feature is a profit share instead of fixed interest.
Characteristics of a profit-participating loan:
- Performance-related interest: The lender typically receives a percentage of the company's profit or turnover as interest. For example, "The lender receives 10% of the annual profit before tax as interest." In unprofitable years, they may receive nothing. This aligns investor and entrepreneur interests: the investor benefits from success and bears some risk.
- Repayment obligation: Unlike a silent partnership, where capital can remain indefinitely, the loan amount's repayment is generally fixed, often at term end or after termination. The start-up must repay the capital later, perhaps after a fixed term or linked to an event like reaching certain financing rounds or profitability.
- No corporate rights: The lender does not become a shareholder, holding neither voting rights nor ownership rights. Their influence is limited to contractually agreed commitments. However, information rights are customary to allow them to monitor developments. Sometimes, clauses prohibit risky changes without the lender's consent (negative covenants), such as further loans of the same ranking or profit distribution before loan servicing. These protect the investment but are less common in smaller start-up constellations than with bank loans.
- Subordination and qualified subordination: Profit-participating loans are often structured as subordinated loans. In insolvency or liquidation, the lender's claims are subordinated to all other non-subordinated creditors. This written agreement makes the loan equity-like for accounting and insolvency. Qualified subordination also means the lender waives repayment if it would cause insolvency. This is crucial for classification as equity substituting under insolvency law. For the investor, it means no claim if it risks insolvency.
- Exit clauses (bonus interest): Start-up loan agreements often include special agreements for an exit. If the company is sold (trade sale) or goes public during the loan term, the lender receives a one-off bonus (kicker) in addition to their profit share. Example: "If the company is sold before the loan is fully repaid, the lender receives an additional 2% of sale proceeds." This allows the lender to participate in value increase, similar to an equity investor, supplementing the fixed repayment claim.
Advantages for the start-up: The profit-participating loan provides capital without transferring voting rights. Interest is only due with success, protecting early liquidity. Due to subordination, it counts economically as equity, improving creditworthiness. It is flexible and fast to arrange (no notary, no register entry). Tax-wise, profit shares are operating expenses, unlike non-deductible dividends.
Risks/disadvantages: The start-up has a repayment obligation, requiring sufficient liquidity later. This can burden growth if new equity or profits aren't generated in time. If very successful, total profit-related interest might exceed fixed interest, though this indicates ample profit.
For investors, default risk is high: they are prioritized last, bear entrepreneurial risk, but receive no ownership share. Thus, profit-participating loans are often used by investors who trust the founder but don't yet want shares, or as an interim solution before a planned equity round. Legally, clear regulation of profit share calculation and inspection rights is vital. Subordination clauses must be explicit. The loan must not be a hidden contribution, and repayment claims must be clear to avoid classification as an investment requiring a prospectus. If publicly collected (e.g., via crowdfunding), the German Investment Act applies. Crowdfunding rules permit this within limits, requiring an Investment Information Sheet (VIB).
Summary: The profit-participating loan is a flexible mezzanine instrument suitable for short-term capital needs when a regular investment isn't desired. It bridges investor and company interests but cannot be a long-term substitute for real equity for rapid growth, as loans are usually redeemed or converted into equity in large VC rounds to clean up the capital structure.
Subordinated Loan (Mezzanine Capital)
The concept of the subordinated loan has been mentioned. In principle, any loan, profit-participating or fixed-interest, can be subordinated. Subordination means that in insolvency or liquidation, the claim is serviced only after all other creditor claims. Qualified subordination, common for start-ups, further implies the creditor waives asserting their claim as long as doing so would cause insolvency.
Subordinated loans are particularly interesting for start-ups for two reasons:
- Equity substitution in insolvency law: Under German insolvency law (Section 19 InsO), a qualified subordinated loan can be treated as equity-like in the over-indebtedness test. This means a company is not considered over-indebted despite balance sheet deficits if sufficient qualified subordinated capital is available, as these debts are not enforced in an emergency. This grants companies in crisis more time without filing for insolvency, crucial for young, unprofitable start-ups avoiding difficulties from accounting losses.
- No deposit business: Collecting money from many individuals with a promise of fixed repayment would constitute prohibited banking (deposit business). Due to subordination and entrepreneurial character (e.g., profit-participating interest), such loans are excluded from the "deposit" concept. This made subordinated loans popular in crowdfunding: enabling borrowing from the crowd without a banking license, as each investor bears the full risk of loss, similar to an equity investment.
A start-up pre-financing a new product could offer a subordinated loan at 8% fixed interest via a platform. Investors understand that in failure, their money will only be seen after all other creditors. Such constructs are risky, hence legislator limits and required information sheets. From a balance sheet perspective, subordinated loans are liabilities, but often count as economic equity in ratings. It's a positive signal if founders or related parties provide subordinated funds, demonstrating trust and insulating against insolvency.
Contract design: A subordinated loan agreement explicitly contains a subordination clause, often stating the lender's repayment and interest claim is subordinated "to all current and future non-subordinated claims of other creditors." Qualified subordination adds: "and as long as and insofar as the repayment/yield payment would give rise to a reason to open insolvency proceedings, there is no claim." It should also regulate interest accrual during subordination (usually not, or deferred) and when subordination ceases.
Practice: Subordinated loans are often provided by existing shareholders or funding institutions. Business angels sometimes convert open shareholder loans to subordinated ones to enable new debt capital. Founders can also transfer profit claims from previous ventures as a subordinated loan. Public development loans sometimes have a subordinated character to facilitate bank loans. For traditional VC investors, subordinated loans are rarely a final solution; they prefer real shares. However, until a large round, subordinated loans can be a bridging or supplementary instrument.
Differentiation between silent partnership vs. profit-participating loan vs. subordinated loan: These terms overlap, so clarification is key:
- A silent partner can participate in profits and losses, but has no guarantee of capital repayment.
- A profit-participating lender is entitled to repayment of their sum, but interest is variable and profit-dependent.
- A subordinated loan (qualified) can have both silent features and profit-participating elements. Its primary characteristic is subordination, regardless of fixed or variable interest.
In modern financing, all three are often grouped under mezzanine capital. The choice depends on subtleties: tax differences, liability, and the financier's motivation. This flexibility provides valuable tools for start-ups.
Investments Requiring a Prospectus
As start-ups move beyond individual negotiations and make public offers to numerous investors, they encounter capital market law limits. In Germany, the Asset Investment Act (VermAnlG) and the Securities Prospectus Act/EU Prospectus Regulation are particularly relevant.
Typical affected cases include:
- Crowdinvesting campaigns where, for example, 500 small investors are asked to invest €1,000 each.
- Publicly advertised participation rights, silent partnerships, or bonds.
- Token sales (ICOs/STOs) to the general public.
The Asset Investment Act defines investments to include shares in partnerships (KG, GbR), silent partnerships, profit-participating loans, subordinated loans, profit participation rights, registered bonds, and other forms promising interest and repayment (unless securities or investment funds).
Principle of the prospectus requirement: Anyone offering such an investment to the public must first publish a prospectus approved by BaFin (Section 6 VermAnlG). Public means the offer or advertising targets a non-individually limited group of people. A website notice or press release is public; personal conversations or emails to known investors are not.
A prospectus is a detailed document (50-150 pages) containing information on the provider, investment, business model, risks, and financial data, ensuring transparency for investor protection. BaFin primarily checks completeness and consistency, not investment quality. Creating a prospectus is expensive (mid-five-figure sum, plus months), rarely worthwhile for early-stage start-ups. Therefore, the legislator provides exemptions:
- Private placement exception: Non-public offers do not require a prospectus. You can address selected investors up to a limit. The VermAnlG states an offer is not public if, for example, investors invest at least €100,000 or there are fewer than 20 investors (Section 2 VermAnlG). A start-up can involve 15 business angels, each investing €50,000, without a prospectus, if approached individually. The €200,000 per investor rule targets professional investors.
- Minor limits (Section 2 (1) No. 3 VermAnlG): No prospectus is required if fewer than 20 units are offered, or the total amount of all units offered does not exceed €100,000 in 12 months, or each investor invests at least €200,000. These are alternative conditions.
- Crowdfunding (Section 2a VermAnlG): A special exception for crowd investing applies to profit-participating loans, subordinated loans, profit participation rights, and certain other investments. The prospectus obligation doesn't apply up to €6 million per issuer within 12 months, provided the offer is via an internet platform and certain conditions are met. These include preparing an investment information sheet (VIB) (max 3 DIN A4 pages), submitting it to BaFin, and complying with investment limits per retail investor (normally €1,000, higher with proof of income/assets, max €25,000 for wealthy investors). It also prohibits combined offers. This regulation enables compliant crowdinvesting without a prospectus for amounts under €6 million via registered platforms.
- EU Prospectus Regulation and securities: For securities (e.g., shares, bonds), the EU Prospectus Regulation applies. Public offerings under €1 million are prospectus-free EU-wide, with national exemptions between €1 million and €8 million. Germany introduced a securities information sheet (WIB): under €8 million, a 10-page sheet (with BaFin approval) can replace a full prospectus. This is relevant for share or bond issues by small start-ups.
In summary, if a start-up wants to reach many investors (e.g., via an online campaign), it must use crowdinvesting or strictly adhere to limits. Exceeding these requires a timely prospectus. Illegal fundraising without a prospectus has severe consequences: BaFin can prohibit the offer, impose penalties, and investor contracts may be contestable. Founders are better off limiting themselves to private financing rounds early on. For crowdfunding, use established platforms. If public investment is sought, factor in prospectus costs and consult capital market lawyers.
Capital market law restricts free choice of financing forms when small investors are involved, mandating transparency obligations for public offerings. While challenging, this can attract attention and customer loyalty. A prospectus emphasizes seriousness, but entails costs and liability risks.
Tokenized Investments via Blockchain
A modern development is the tokenization of company shares or investment forms. Investor rights (e.g., profit entitlements, voting rights, or bonds) are represented as digital tokens on a blockchain. The initial coin offering (ICO), where a company sells its digital tokens to raise capital, is a prime example. These tokens can be structured as pure usage rights (utility tokens) or as an investment (security tokens).
Legally, a token, while technically novel, usually corresponds to an existing financial instrument. Thus, depending on its classification, existing regulations for conventional investment products may apply.
Security Token
If a token securitizes membership rights (like shares), bonds (repayment claim and interest), or profit participation rights, BaFin treats it like the corresponding traditional instrument. This implies:
- Prospectus requirement: If the security token is a publicly offered security or asset investment, prospectus laws apply (Securities Prospectus Act/EU Prospectus Regulation or Asset Investment Act). A comprehensive prospectus is needed unless statutory exceptions apply.
- Licensing requirements: If tokens are financial instruments, licensing requirements may apply for activities like custody, trading, or brokerage (e.g., a crypto custody license or MTF permission).
- Classification as an asset investment: BaFin clarified early that a token guaranteeing profit shares can be an asset investment (e.g., profit-participating loan or silent partnership). Public placement requires a sales prospectus.
Utility Token
If a token merely grants its buyer the right to use a product or platform (e.g., as a voucher for a future service) without the expectation of a return like a traditional security, it may fall outside strict financial market regulation. However, caution is advised:
- Actual use vs. investment character: If a "utility token" is bought primarily for speculation or resembles an investment (e.g., through expected value appreciation or distributions), supervisory authorities are more likely to classify it as a security token.
- Clear presentation in the whitepaper and contract: For a utility token to be legally valid as such, it must be clearly documented that it provides concrete utility value and is not linked to profit sharing or comparable property rights.
Legal Development: eWpG and MiCA
In Germany, the Electronic Securities Act (eWpG) was a first step to enable the tokenized issuance of bonds without physical certificates. At the EU level, the new Markets in Crypto-Assets Regulation (MiCA) aims to provide uniform regulation and legal clarity.
MiCA and other reforms are expected to better regulate tokenized shares. This increases the likelihood that founders and investors can implement security token offerings (STOs) with legal certainty in the future, albeit compliant with all regulatory requirements.
Opportunities and Risks
The advantages of tokenized participation include potentially fast and global investor access, tradability on secondary markets, and innovative community involvement.
However, there are risks:
- Regulatory uncertainty: Token classification may change with functions or marketing practices.
- Licensing requirements and prospectus liability: Violations can lead to prohibitions, fines, and damages.
- International compliance: Global token offerings trigger regulatory requirements in many countries, increasing coordination and legal costs.
- Technological risks: Smart contract errors, security gaps, or market volatility can cause significant value losses.
Conclusion on Tokenized Investments
Blockchain technology opens new ways for innovative companies to raise capital. However, tokenization is not a substitute for thorough legal protection and careful financing structuring. Founders planning an ICO or STO should obtain specialized legal advice and check prospectus obligations and licensing requirements early. Close coordination with supervisory authorities and transparent structuring are essential to avoid legal violations.
Despite challenges, tokenized financing can be a complementary option to traditional venture capital, provided it is legally compliant and meaningfully integrated. This is the only way to harness blockchain potential without risking the company.
Excursus: Differentiation and Combination of Forms of Participation
In practice, start-ups sometimes combine several financing instruments to meet specific needs. For example, a convertible note can combine loan elements with later equity participation. This allows investors to act as lenders initially and convert to shares upon success. Such hybrid forms are popular internationally, enabling quick deals without immediate company valuation.
From a legal perspective, clearly defining when and how the legal nature changes in hybrid agreements is crucial. In Germany, GmbHs must structure SAFEs or convertible loans carefully to preserve existing shareholders' subscription rights or effectively exclude them, ensuring capital increases are not contestable. Similarly, an ESOP (employee stock ownership plan), often implemented as a Virtual Stock Ownership Plan (VSOP), must not unintentionally overlap with investor rights. These cross-cutting issues highlight that financing architecture needs holistic planning. Each additional instrument should be integrated with a view to the big picture to avoid contradictions.
Now that the common models and their legal cornerstones have been explained, we turn to the differences between German and international investor law, as well as the specific challenges of certain industries and business models.
Differences Between German and International Investor Law
Start-ups with international ambitions or investors quickly encounter different legal cultures and regulations. Two key areas are regulatory treatment of financing (e.g., BaFin vs. US SEC) and corporate law (German vs. international corporate structures). These aspects influence how financing rounds are structured and contracts drafted.
Regulatory Law: BaFin vs. SEC and Co.
Germany (BaFin): As discussed, BaFin emphasizes prospectus requirements for public offerings and licensing for certain financial services. In Germany, start-ups can freely negotiate with professional investors if there's no public advertising. The prospectus requirement primarily protects small investors. BaFin is strict, imposing severe measures for violations. However, exemption rules (20 investors, crowdfunding up to €6 million) facilitate start-up financing without excessive bureaucracy.
USA (SEC): In the USA, the Securities Act of 1933 mandates registration (with SEC prospectus) for any security offering, unless an exemption applies. Regulation D Rule 506(b) is commonly used, allowing unlimited amounts to be raised from accredited investors (e.g., high-net-worth individuals, professional investment firms) without a prospectus, provided no public solicitation occurs. Up to 35 non-accredited investors are also permitted, though often waived. Rule 506(c) allows public advertising but requires verification of each investor's accreditation. US also has a crowdfunding rule (Reg CF), similar to Section 2a VermAnlG, but with a limit (currently ~ $5 million/year).
For a German start-up with US investors, involving them (e.g., Silicon Valley business angels) means ensuring it doesn't appear as an unregistered offering in the US. This usually involves a Reg D-compliant private placement, limiting to accredited US investors and avoiding general advertising in the USA. Many financing rounds include clauses where investors confirm accreditation and that no public offering is made. The SEC doesn't recognize a concept like the investment information sheet. Instead, a complete Offering Prospectus or reliance on exemptions is required. US prospectuses are mainly for IPOs; private placement exemptions are common in VC.
Europe and other jurisdictions: Many countries have peculiarities; e.g., the UK Financial Conduct Authority (FCA) approach resembles Europe's but has higher post-Brexit prospectus exemption thresholds. Switzerland also has prospectus requirements with exceptions largely mirroring EU rules. Internationally active start-ups benefit from a jurisdiction-by-jurisdiction analysis to comply with local regulations when approaching investors.
Licensing requirements: Beyond prospectuses, licensing is crucial. Germany requires a license for financial investment brokers (Section 34f GewO) or securities institutions. Broker-dealer registrations are needed in the USA. A start-up rarely becomes a financial service provider itself, but distributing tokens internationally can lead to grey areas. Legal systems differ here. The USA considers some tokens securities, with the SEC aggressively pursuing unregistered crypto exchanges and issuers. Germany has specific crypto regulations. International financing projects must be multi-compliant, adhering to the strictest requirements or excluding specific markets.
To summarize: In Germany, the legal framework for start-up financing balances clear, though strict, lines between private and public offerings. Internationally, founders must know these lines for each country. For larger rounds with international funds, professional support is typical. Challenges arise with innovative models like cross-border crowdinvesting or token sales. Start-ups should not "fly under the radar" but consciously decide which legal system applies, potentially limiting offers geographically to avoid regulatory issues.
Company Law: German Legal Forms vs. International Structures
Beyond supervisory law, the legal form of the company significantly impacts investor involvement. A German founder typically starts with a GmbH or Unternehmergesellschaft (UG). In the USA, the standard for scalable start-ups is the Delaware C-Corporation. British Ltd. or French SAS are other examples. These differences have practical effects:
- Minimum capital and formation costs: A GmbH requires €25,000 share capital (UG €1, but limited rights). An AG requires €50,000 and complex formalities. A Delaware corp can be formed with minimal capital and registered quickly. Lower initial capital makes US start-ups easier. Some German founders shift their incubator/growth vehicle to Delaware for easier investor entry. However, the GmbH is trusted by German investors and is standard locally.
- Share transfers and capital increases: GmbH shares are not freely transferable; every sale requires notarization and shareholder list entry. Capital increases need shareholder resolutions (75% majority) and a notarized process. This makes frequent financing rounds time-consuming. A Delaware corp issues new shares flexibly: the Board of Directors decides within authorized capital, updating the cap table. No notary or state registration is needed for each change. Transferability also differs: GmbH shares are transferred with consent or pre-emption rights; AG/Corp shares are generally freely tradable. For start-ups aiming for exit through share sales or employee ownership, a share-like structure may be better. Growing start-ups often consider changing legal form (GmbH -> AG) or a Delaware Flip (US holding company over the GmbH).
- Preferential rights and share classes: German GmbHs lack legal share classes. Different rights can be granted via detailed articles of association, but this complicates structure. In practice, German start-ups keep shares uniform, granting investor-specific rights through a shareholders’ agreement. US corps commonly give investors preferred stocks with special rights (liquidation preference, anti-dilution, voting majorities, dividend preferences). These are firm company law. In a GmbH, ancillary agreement rights are only contractual. Enforcing such rights (e.g., a veto) can be harder in a GmbH.
- Corporate governance: A GmbH has managing directors and a shareholders' meeting. Small GmbHs lack a mandatory supervisory board. Investors not in management rely on indirect control. AGs or Corps have a board of directors/supervisory board where investors participate directly in monitoring. International investors prefer these clear structures. Larger German start-ups voluntarily install advisory boards or become an AG to establish such boards. An AG allows issuing preference shares without voting rights or easier new share placement. AG administrative costs are higher.
- Minority protection: In Germany, 25% + 1 share in a GmbH or AG grants a blocking minority for articles of association amendments. A large investor can block decisions. US corps typically lack statutory blocking minorities; protective provisions in investment agreements define actions requiring majority preferred shareholder approval. Both systems offer protection, but German law grants some rights automatically, while US law is more contractually differentiated. Founders in Germany must agree with major investors on blocking minority use. In the US, they negotiate explicit vetoes.
- Employee share ownership (ESOP/VSOP): Implementing employee share ownership in a GmbH is challenging. US corporations issue stock options easily; exercised options expand the cap table. In a German GmbH, each employee would be a co-partner, which is impractical. German start-ups use virtual shareholdings (VSOPs): employees receive a bonus as if holding shares upon exit. This avoids dilution and register changes. Disadvantage: employees lack real shareholder rights, receiving only a payment promise. International investors usually accept VSOPs but require clear definition. In US settings, ESOPs are set up pre-round to avoid subsequent dilution. In Germany, VSOPs are often factored pre-money, but mechanics differ. This can challenge global teams: managing parallel systems. Considering a parent company abroad for a uniform stock option program may be beneficial.
- Tax aspects and exitability: Investors consider tax efficiency. Germany has partial income method for capital gains. The US has different rules. For foreign investors, a German start-up might use a foreign holding company to avoid double taxation on dividends or for clear jurisdictional affiliation in an exit. This explains why some German successes became US entities. The "Delaware flip" involves transferring GmbH shares to a US corp, with the GmbH as an operating subsidiary. This can be tax-neutral if correctly structured but requires expert tax and legal advice. Reciprocal foreign relationships increase compliance costs.
To summarize: German company law offers reliability and strong creditor protection but can be inflexible for fast-growing, internationally financed start-ups. International investors prefer their domestic structures, often insisting a start-up adapts. Founders should weigh these differences early: GmbH works for German capital. For US investors or overseas IPOs, an appropriate structure is vital. Costs and benefits must be weighed. An experienced legal advisor can guide on when a change is advisable.
Challenges in Raising Capital for Research-Intensive and Internationally Scaling Start-ups
Not all start-ups are alike. Business models with a high need for research and development and those conceived globally from the outset face special financing problems. Legal and economic strategies must adapt to find suitable investors and achieve company goals.
Early-Stage, Research-Intensive Start-ups (Deep Tech, AI, SaaS)
Start-ups in artificial intelligence, biotechnology, hardware development, cleantech, or deep tech generally have long lead times before market readiness and profitability. This means:
- High capital requirements before market entry: Significant sums must be invested in development, prototypes, laboratories, tests, or certifications before sales can be generated. An AI start-up developing a new machine learning architecture needs expensive specialists, computing capacity, and data partnerships, incurring costs long before paying customers. Such start-ups rely on early investors who believe in the vision and provide multi-year financing. In Germany, publicly co-financed investors (e.g., High-Tech Gründerfonds) or strategic industry investors often step in. Funding programs like EXIST or research allowances also play a role. Founders should systematically explore all funding opportunities, from state grants to EU projects. Legally, funding conditions must be disclosed and not restrict commercialization.
- IP rights and patents: For high-tech start-ups, patent protection and intellectual property are critical. Patents attract investors by creating entry barriers and increasing company value. However, patents cost time and money. An IP strategy is needed: Which inventions to register? Where? How to finance patenting? Crucially: Who owns the rights? Deep-tech start-ups often cooperate with universities or use prior research. Founders must ensure all essential IP rights belong to the company, addressing inventor transfer agreements, university cooperation, and agreements with employees/freelancers. Failures here can be deal-breakers in due diligence.
- Investors’ staying power: A VC fund typically has a 5-10 year investment horizon; deep-tech projects can exceed this. This often involves specialized investors: corporate venture arms, patient family offices, or public investment companies (e.g., EIC Fund). Founders' search for investors must be targeted, potentially combining subsidies, angels, strategic partners, and individual VC investments. Contract design can be flexible: strategic investors may want exclusive licenses or pre-emptive rights to results, requiring careful consideration.
- Cooperation instead of exit: In research-intensive areas, the exit is often a sale to a large corporation, as an IPO is unrealistic early on. This influences financing: investors know an industrial group might acquire the company. Conflicts can arise if an investor seeks maximum valuation while a partner wants a favorable takeover. Transparent governance helps, such as disclosing non-binding expressions of interest or regulating strategic investor commitment. Such scenarios must be addressed in investment agreements to prevent stalemates.
- Regulatory uncertainty: Research often involves legal uncharted territory. A medtech start-up faces medical device laws; an AI start-up must consider data protection and future AI regulation (EU AI Act). These uncertainties make investors nervous. Founders should demonstrate compliance seriousness, e.g., obtaining early clinical advice, drawing up a regulatory roadmap, and addressing ethics/data protection with experts. This signals manageable legal risks to investors.
Internationally Scaling Start-ups
For companies designed for global scaling from the outset, financing is doubly challenging, requiring capital for both product development and conquering several markets simultaneously.
Challenges and solutions:
- Early expansion vs. focus: Investors often have mixed feelings about early international expansion. Founders need a convincing roll-out plan, e.g., validating the DACH region, then expanding to the UK and France with Series A financing, and later to the USA with a strategic US investor in Series B. These phases must align with financial models and market entry costs. Legally relevant: every market entry involves considering license agreements, branch establishment, and local compliance. This requires foresighted planning, such as timely trademark registration, domain securing, understanding local labor law, and adapting terms of service.
- International fundraising: Global start-ups attract international capital, meaning English pitch decks, presence in global start-up hubs, and foreign accelerator participation. Legally, the start-up must be "investor-ready" by international standards. This includes clear cap tables, clarified IP, and a company structure that facilitates foreign investment. Convertible instruments often synchronize diverse investors, with documents structured to align during the next round.
- Currency risks and financial flows: International start-ups generate income and expenses in different currencies. Financial planning must account for exchange rate fluctuations. Investors need to understand currency risk management. This can be contractually addressed, e.g., by defining milestones in EUR or adjusting exchange rates. Start-ups must also ensure tax-compliant capital flows between national companies, crucial when investors are in the holding company and sales are in operating subsidiaries.
- Legal fragmentation: Each country has its own legal rules: consumer protection, tax law, reporting obligations. An online platform in the USA might be subject to CCPA; in Europe, GDPR; in Brazil, LGPD. This means budgeting for legal advice in multiple jurisdictions. Investors will ask about legal control in target countries.
- Company structure: For international operations, start-ups often establish subsidiaries in key markets or work with local distributors. This impacts financing: investors typically invest in the parent company, which must hold all rights to foreign activities. If local co-investors are involved (e.g., a joint venture in Asia), coordinated shareholder agreements are needed to retain group control. Such complex structures require intensive legal support. Some start-ups operate centrally from one country, simplifying structure but potentially limiting business. Investors prefer a clear, stringent group structure where their money flows into the holding company and is then controlled across markets.
- Cultural differences and investor relations: Investor expectations vary internationally. A US investor might expect aggressive growth, while a German investor focuses on efficiency. If both are at the cap table, founders need strong communication skills for common understanding. Shareholder agreements can clash over liquidation preferences or exit timing, requiring compromise. Good stakeholder management and transparent communication prevent conflicts.
Conclusion in this area: A globally focused start-up needs an international capital strategy aligning with its business model. Financing rounds must fit the internationalization roadmap, contracts must be internationally compatible, and corporate structure must support growth in multiple countries. Legally, it's advisable to create standard contracts early on that are flexible, e.g., a master participation agreement with modular clauses for different investor types. This avoids reinvention and builds investor trust. An experienced legal advisor can show how far existing setups can go and when a change is advisable.
Specifics of the Games and eSports Industry in Germany
Finally, we examine two closely related sectors within the digital economy with unique characteristics: the computer games industry (games) and eSports. Both are characterized by rapid growth and high public attention, but in Germany, specific challenges exist regarding financing and legal frameworks.
Investor Climate and Financing in the Games Industry
Germany is a large market for video game consumption, but for a long time, it was challenging for developer studios and games start-ups. Private venture capital was hesitant due to:
- Reputation as a hit-or-miss industry: Game development was seen as volatile, with games being either huge hits or flops. Many investors shied away from this risk, often lacking industry understanding. This contrasts with countries like the USA, Japan, South Korea, and Canada, which have specialized games investors.
- Small scene of business angels: In Germany, few prominent investors focused on games start-ups. Exceptions included development bank-financed funds and individual family offices, but overall VC volume remained low. Many studios resorted to publisher models: publishers finance development in exchange for revenue shares and exploitation rights (IP rights to the game). This meant license and production agreements rather than classic participation. The studio gets money without giving up shares but may relinquish creative control, a serious restriction for founders.
To improve this, the German government introduced federal computer games funding in 2019, supporting numerous projects with grants (now ~€50 million annually). This non-dilutive funding helps realize more "Made in Germany" prototypes and games. Demand was high, leading to temporary application freezes. While not a substitute for private capital, it reduces financial risk per project and provides a proof of concept, making studios more attractive to investors.
Despite progress, the investor climate in Germany remains cautious. Industry experts note German developers often hesitate to seek funding for mere ideas, unlike international competitors. However, change is occurring: successful exits (sales of German games start-ups abroad) are creating a generation of financially strong industry insiders investing as business angels. The scene is also more networked, with initiatives by the game association and special investor meetings creating visibility.
For a games start-up in Germany, a clever financing strategy combines various building blocks: public funding, crowdfunding/community support, publishing deals, and private equity. Legally, coordinating contracts is crucial. Funding conditions (e.g., earmarked funds) must not conflict with publisher rights. Profit or revenue shares of publishers must be compatible with crowd investors or silent partners. Careful contract drafting and coordination between parties are essential to avoid conflicts.
Special Challenges in the eSports Sector
The eSports sector faces similar financing problems. Professional eSports teams and leagues need capital for player salaries, infrastructure, and tournament participation. Traditional income (sponsorship, media rights, prize money, merchandising) often falls short. Many investors hesitate because eSports companies are hard to value: their main "assets" are players and the fan community, with few intangible assets like game IPs. Also, eSports' legal recognition is in flux in Germany; it's not yet recognized as a sport by associations. This limits non-profit structures and public funding, and denies tax benefits enjoyed by traditional sports clubs.
Though prominent investors and celebrities have joined eSports teams (e.g., Bundesliga clubs, tech companies), the sector still relies heavily on sponsorship and strategic partnerships. Many eSports organizations resemble media or event companies more than classic start-ups. Financing often comes from media and entertainment or cross-financing from existing companies, not independent venture capital funds.
Legal innovations, like the eSports visa introduced in 2020 (facilitating foreign professional players' immigration) and gradual integration into sports funding, show improvement. However, uncertainties persist, e.g., regarding players' labor law classification (often freelancers, raising social security issues) or compliance (doping, match-fixing, youth protection). The article on liability risks for eSports teams when working with pseudo-self-employed players provides further insight into these issues.
For investors, such unresolved issues are risk factors. Yet, eSports' rapid global popularity offers enormous potential, with increasing viewership and sponsorship worldwide. Specialized eSports/gaming investment funds (e.g., BITKRAFT Ventures) invest across the value chain, benefiting local founders with internationally oriented business models.
An eSports founder in Germany should carefully assess suitable financing. Strategic alliances with established sports or media companies may be more effective than an early hunt for VC. If VC is sought, approach specialized funds or foreign investors who understand the eSports economy. A solid legal foundation is critical: contracts with players regulating commitment and exit clauses, secured licenses with game publishers, and protected trademark rights are essential. This homework builds trust and professionalism, crucial for overcoming initial investor skepticism.
Conclusion
This article has highlighted that legal pitfalls and strategic considerations are intertwined in start-up financing. Forward-looking legal planning allows the founding team to maintain their entrepreneurial freedom while providing investors with the necessary framework for their involvement. There is no one-size-fits-all solution, as industries, business models, and growth plans are too diverse. Nevertheless, it's clear: the best time to take on investors is when the start-up has sufficiently developed its potential to command a realistic valuation and negotiating position, yet well before bottlenecks occur, enabling fresh capital to be effectively used for the next growth spurt.
Founders should familiarize themselves with the various forms of investment early and critically assess which structure suits their objectives. Be it a flexible silent partnership, a performance-based loan, a classic equity round, or an innovative token model, each option carries specific legal consequences for control, liability, regulation, and tax burden. A deeper understanding of these mechanisms enables founders to negotiate effectively with investors. For example, anti-dilution clauses or veto rights can be designed proactively and fairly, preventing unpleasant surprises later on.
Especially when venturing into international markets, whether through foreign investors or global expansion, start-ups must consider the different legal systems. The requirements of BaFin and the SEC, the distinctions between a German GmbH and a Delaware corporation, or the variety of local regulations in target markets dictate how smoothly a company can scale. Here, it is beneficial to choose legal structures that facilitate future growth and financing rounds. A forward-looking conversion to a suitable holding company or early implementation of international compliance standards can save costly detours.
Finally, a look at specialist sectors like games and eSports demonstrates that sector-specific factors always play a role alongside general rules. Successful founders know their ecosystem thoroughly: they understand funding opportunities, investor expectations, and how to address reservations. They combine this knowledge with solid legal protection—through contracts safeguarding intellectual property, financing agreements allowing creative leeway, and structures resilient enough for later exits or restructuring.
In conclusion, law is not merely an obstacle in the start-up context but a powerful tool for shaping sustainable growth. Those who grasp the legal framework and apply it skillfully gain a competitive edge in the race for capital. The art lies in reconciling entrepreneurial vision with legal reality. This demands courage to negotiate and innovate, developing new financing forms or contractual constructs, alongside the wisdom to seek specialized advice on complex matters. The support of an experienced IT lawyer and start-up consultant can be instrumental in avoiding mistakes and implementing long-term solutions.
Prepared in this way, founders can confidently engage in discussions with investors, knowing their company is both commercially attractive and legally robust. Investors, in turn, appreciate start-ups with professional structures and clearly defined rules, fostering trust and laying the groundwork for a successful partnership. Overall, taking on investors is not a single event but a process requiring planning, adaptation, and a willingness to compromise. Start-ups approaching this strategically and legally increase their chances not only of securing capital but also of effectively converting it into sustainable growth. With the right timing, investment form, and understanding of the legal framework, the challenge of finding investors transforms into a great opportunity: to elevate the company to the next level while retaining its identity and control.