FAQ - Participation exchange

We are the first provider in the German-speaking region to focus on equity brokering for companies and offer an end-to-end, standardized process for this purpose. In this way, we provide targeted support to companies seeking capital. For example, to finance growth or to improve creditworthiness. We offer investors quality-assured investment opportunities in medium-sized companies, M&A advisors access to mandates and innovative tools for the efficient processing of their own transactions.

Capital-seeking companies, investors and M&A/corporate consultants register via this website and thus deposit their respective interests. Together with an experienced advisor arranged by us, the company goes through all the steps of a solid transaction preparation. This includes qualified transaction due diligence and preparation of a qualified investment dossier. Investors whose registered investment interests match the respective offer are then contacted by us in confidence. The advisor then supports all parties until the conclusion of the contract.

All parties work together via a central platform - from the first to the last step. Standardized process flows come into play so that all parties involved know where they stand at all times. Thus, experienced consultants support the company at all times. Through our renowned partner companies, we provide the digital tools for qualified transaction due diligence. Thousands of registered investors thus receive verified, transparent information about the respective investment opportunity. Contract drafting is carried out cost-efficiently via our partner attorneys.

Most crowdfunding platforms broker loans (crowdlending) or equity-like instruments, mostly in the form of subordinated participatory loans. However, there are also dubious providers here, which is why the German Federal Financial Supervisory Authority (BaFin) advises particular caution with these instruments (see here). Investment offers made on the investment exchange are also risky (see "How safe are corporate investments?" for additional information). Through a qualified transaction review (due diligence), solid contracts drawn up by renowned lawyers and, as a rule, notarization of the investment, we endeavor to minimize the risks for investors as far as possible.

We arrange equity capital from an amount of EUR 1 million, i.e. as a rule share capital in a corporation. Partnerships should possibly examine the conversion into a corporation. We are happy to provide support in this regard. In special individual cases, we can also arrange mezzanine capital (e.g. in the form of a silent partnership).

The reason why companies seek equity capital can vary. Frequently, it is growth capital to expand business operations or for the acquisition of another company. After the crises of recent years, a strengthening of the equity ratio may be necessary to support the company's credit rating. But also the preparation of a company sale, for example in the context of succession, can take place via the intermediate step of an equity sale.

We broker equity for companies, not loans or other debt financing. Exceptions apply to so-called mezzanine financing (e.g. in the form of a silent partnership) and convertible loans.

In principle, the Investment Exchange is open to companies in all sectors, but we do not broker project financing (real estate, agriculture and forestry, renewable energy plants, ship financing, etc.) or investments in companies whose sole business purpose is to provide one or more such project financings. The same applies to the raising of capital from funds, asset managers or other forms of funding investment vehicles.

Furthermore, we are currently not able to arrange capital in early company phases (StartUp). The investors registered with us are looking for investments in companies that generally have an established business model (proof of concept), customers and recurring revenues.

If your company falls into one of these categories, please still feel free to contact us by e-mail. There are numerous partners in our network who may be able to help you.

After you have decided to work with us following your registration and a personal consultation, we charge a structuring fee of EUR 5,000.00 together with the conclusion of a mandate agreement.

We then put you in touch with an experienced consultant from our large network. He or she will then accompany you personally through the entire process. For this, the consultant receives a monthly expense allowance, the amount of which depends on the framework conditions of the capital search (amount, expected duration, etc.). As a guideline, this monthly expense allowance amounts to 1‰ of the capital volume sought.

This is followed by detailed transaction preparation (due diligence), in the course of which a detailed offer document for investors (investment dossier) is also prepared. After this has been done and we have identified suitable interested parties for your company in our database, we charge a transaction fee of EUR 5,000 before marketing begins.

This is followed by contacting investors, negotiating with interested parties and concluding contracts. Your advisor will continue to support you at all times. In terms of legal services, you benefit from the professional sample contracts of our partner company Pinsent Masons, a leading international law firm.

Our success commission amounts to 6.00% of the brokered investment capital and is due following the conclusion of a contract with an investor. All previously paid fees and charges will be credited against this.

In addition, depending on the form of participation, there are notarization costs by a notary public and, if necessary, external costs for lawyers and tax consultants. Our standardized contractual documents help to keep these additional costs as low as possible.

We offer special conditions for capital requests of EUR 10 million or more. Please do not hesitate to contact us.

According to the InsO (German Insolvency Code), imminent insolvency means that the debtor "will probably not be able to pay existing payment obligations when they fall due" (Section 18 (2) InsO). If this point in time is less than 6 months away for your company, investor mediation is generally no longer possible. In these cases, we strongly recommend that you immediately contact your tax advisor as well as a specialist lawyer.

Only minority interests (less than 50%) in companies are currently brokered via the Participation Exchange.

If you are interested in a majority or complete sale of your company, please contact us anyway. We will be happy to help you in this case as well, to reliably find a serious process companion and suitable acquirers from our network.

For reasons of economic efficiency (costs of the time-consuming transaction review and support), we can currently only offer capital brokering for an amount of EUR 1 million or more. There is no upper limit, as many of the investors registered with us are also looking for large-volume investments.

Unlike a loan, for example, an equity investment is generally open-ended. The equity capital created or sold in this way is permanently available to the company.

However, it may be the wish of the existing shareholders to raise capital from external investors only temporarily and to redeem it again, e.g. after the company has eliminated a financial imbalance. In such cases, the investment is structured from the outset in such a way as to facilitate a later exit by the investor on terms that are fair to both sides.

There are also cases in which long-term strategic synergies are to be exploited or a succession is to be prepared by bringing in an external investor. In such cases, greater consideration is given to these aspects when drafting the investment agreement.

Already in the first personal meeting with our consultants, we will discuss with you what ideas you have and how they can best be implemented.

Unlike a bank loan or a bond, equity does not have a fixed interest rate. The investor participates in the company's development in the same way as the previous owners.

The return on investment essentially results from the participation in the annual profit distribution and in the increase in value of the company. In addition, there may be strategic advantages for the parties involved in individual cases, e.g. in the context of a sales cooperation.

Since the risk profile of an equity investment is higher than that of a loan and repayment is also usually less predictable, investors typically expect target returns for an equity investment that are higher than comparable lending rates.

Every company needs equity capital so that it is in a stable position. This is expected by business partners or lenders and is checked by credit agencies such as Creditreform or SCHUFA. The amount of equity required depends on the company. According to the Deutsche Bundesbank, this averaged 31.4% in Germany in 2022.

If the equity ratio falls too sharply, for example due to high investments or as a result of losses or increased borrowing (e.g. KfW funds during the COVID pandemic), the company's credit rating deteriorates. Business partners then often no longer grant payment terms, and banks and savings banks become reluctant to extend or renew credit.

Strengthening the equity base through an investor is then the right step. This can be longer-term or only temporary. In addition, many investors are entrepreneurs themselves and can therefore also participate in the company's development.

A company is a complex entity. Some things are comparatively easy for an external observer to examine, e.g. the finances. Other aspects require a more intensive examination, e.g. the company's existing contractual relationships or its market position.

A good understanding of the company is important for an investor who wants to participate. For this reason, all companies for which we broker investments undergo due diligence ("conscientious examination") even before investors are approached. In this process, all essential aspects of the company are examined by integrating digital tools of our partner companies CANEI (financial analysis ) and Pinsent Masons ( legal analysis) as well as the consultant (commercial analysis).

The findings gathered in this way are then presented in excerpts in the Investment Dossier. On the basis of this document, investors, all of whom without exception have to sign a confidentiality agreement with us, can get a good impression of the investment opportunity.

The investment dossier is the central offer document for potential investors. It comprises about 15 pages and is prepared by the consultant together with the company. Essential components are

• Extracts from the commercial register
• Presentation of the shareholder structure
• Description of the company and its products or services
• Market and competitive situation and, if applicable, growth plans
• Financial ratios and planning
• Analysis of the main legal connections
• Reason for the offer of participation and use of funds
• Valuation of the company and type of investment offer
• Intended future information and (if applicable) co-determination rights of the investor(s)

Of course, no company wants to disclose company secrets or mission-critical corporate information. Therefore, your advisor will discuss with you on a case-by-case basis whether certain information needs to be disclosed already in the investment dossier or, for example, only in a final phase of negotiations.

Without exception, investors must always submit a declaration of confidentiality to the investment exchange with regard to the company information they receive. With regard to particularly sensitive data (e.g. about customers), an additional, more stringent form of confidentiality can be agreed if necessary. Your advisor will also guide you through this process.

This depends largely on how well the company is prepared for the investment process and whether the shareholders or management are actively involved in the transaction. If these conditions are met, you should allow around six months from registration with the investment exchange to completion of the investment process.

The valuation of a company depends on many factors. That's why you won't find a calculator on our website with the motto "In three steps to a company valuation". We find such a thing dubious.

The most important influence on the individual company value is profitability (usually expressed as pre-tax earnings), both in absolute terms and relative to sales. A comparison with the competition is also always drawn here. The composition, predictability and growth prospects of sales also play an important role. The market potential and competitive situation of the company are also considered. The balance sheet ratios are taken into account, as debt usually has to be deducted when determining the value of the company. Assets (real estate, investments, hidden reserves) also lead to an increase in value, as do patents, special know-how and similar factors.

Sectors and business models are sought after to varying degrees by investors, and this is also reflected in the valuation. For example, higher valuations can usually be achieved for companies in the medical technology or information technology sectors than in retail or the skilled trades. 

At the beginning of an investment process , we give you an initial, non-binding estimate of the range within which the valuation of your company can be expected. Together with your consultant, this will be further refined. Ultimately, however, the rule that something is always worth as much as another party (in this case, the investor) is willing to pay also applies to corporate investments. So it is only in the course of negotiations with investors that it will ultimately be possible to determine exactly how much the company is worth.

This also determines the amount of the investment to be transferred: if fresh capital flows into the company as part of the transaction, and if the parties have agreed on an enterprise value before the flow of capital (pre-money), the investor's investment is calculated as a share of the enterprise value after the flow of capital (post-money).

Example:
Valuation of the company pre-money: EUR 9 m.
Capital inflow: EUR 3 m.
Valuation of the company post-money: EUR 12 m.
Share of the investor (EUR 3 m / EUR 12 m): 25%.

If shares are transferred to the Company by existing shareholders without an inflow of funds, the parties agree on a transfer price for the share in the Company to be transferred. In this case, the distinction between pre-money and post-money does not apply.

The rights of shareholders in a corporation are primarily governed by legal provisions, e.g. the GmbH Act. Accordingly, a qualified majority of at least 75% of the capital is required for certain decisions within the shareholder group; conversely, a shareholder with at least 25.1% of the shares can prevent certain decisions (so-called blocking minority).

In principle, it can be said that the greater the investor's percentage shareholding in the company, the more extensive the investor's rights of co-determination will be. Above a certain size, it may therefore make sense to set up an advisory board in which the investor has a seat and a vote.

In practice, the most important rights and obligations of the parties are already agreed upon when entering into a participation within the framework of a shareholder agreement. This can include information and co-decision rights as well as the appropriation of profits (distribution). This is a matter of negotiation. Your advisor will support you in finding a fair and practicable solution for all parties.

Our many years of experience have confirmed many times that transactions without advisors achieve a worse result for the capital-seeking company in the best case, but usually fail. Why? Very few SMEs have ever dealt with (external) capital providers before. They are neither familiar with the numerous practices that are self-evident for professional investors (e.g. in the context of due diligence), nor do they usually have the know-how for the successful preparation and professional presentation of the company. The process is also quite time-consuming, which is why support in addition to day-to-day business makes a lot of sense. Finally, an emotionally less affected third party is often a welcome sparring partner for the entrepreneur and mediator in possibly emotional negotiations. A good advisor is therefore always worth the money and a must for every transaction via the investment exchange.

Yes. We work professionally with a constantly growing number of consultants. All sides benefit from our digital processes as well as our unique investor access.

However, support for your capital search by the investment exchange is only possible on an exclusive basis. This means that all process steps (in particular due diligence) must be carried out via our platform, and parallel marketing, e.g. to pre-registered interested parties, is not possible.

No. The special feature of our offer is the standardization of the processes, especially with regard to the quality of the due diligence and the investment dossier. We can only ensure this performance promise to investors if the transaction is accompanied by professional advisors known to us.

However, please feel free to contact us anyway. We will clarify with you whether there is an intermediate route, e.g. by involving your auditor or tax consultant.

Yes. All employees of Beteiligungsbörse and the consultants involved are aware of the special confidentiality of our business. Until the start of marketing, no outsider learns of your capital request. Even afterwards, it remains your decision which investors are contacted. Every investor registered with us must also undertake to treat any information received confidentially.

We broker investments in medium-sized and growth companies (no start-ups). This means that you invest directly in the respective company, not via a fund or another asset manager. We do not broker loans (except for convertible loans, if applicable) or contributions in kind.

As a rule, the investment is made by issuing the Company's share capital and making an equity-related payment into capital reserves. In individual cases, it may also involve the transfer of an existing equity interest held by a former shareholder. As a rule, such an investment leads to notarization.

If the parties are aiming for a rather short, time-limited investment horizon, it may make sense in individual cases to agree on so-called mezzanine financing (e.g. as a silent partnership) instead of a participation in the company's capital.

Nothing. Both the registration and the brokerage and closing of investments are free of charge for the investor, as we are always paid by the capital seeking company.

If you involve your own lawyers or tax advisors in the course of the proceedings, this will be at your own expense.

Simply register here on our website. You will then receive your log-in data, which you can use in the future to call up offers or change your data. We will then ask you for your specific search criteria.

It is our claim to offer you only such investments that also meet your criteria. As soon as a suitable investment is offered and the company would like to submit it to you, we will contact you by e-mail. If you are interested in further information, you will find it in the log-in area. There you will also find all the details of the process through which you will then be accompanied by the seller's consultant.

You can register purchase requests with us from EUR 50,000 per investment. There is no upper limit.

Companies are looking for equity capital in the amount of EUR 1 million or more via the investment exchange. The company decides for itself whether it wishes to take on just one investor or several. If several investors come into question, our consultant coordinates the investment interest.

Most medium-sized companies attach great importance to discretion when arranging equity capital, especially in the case of strategic investments of around 25% or more. For this reason, investment opportunities are only ever offered specifically to those investors who have previously deposited their suitable interest with us.

Companies offer minority stakes of up to 49% through us. These can therefore have significant strategic importance, which is why we also ask investors when they register whether they are interested in actively participating in the company.

Complete company sales have not yet been offered via the investment exchange. If you are interested in this, please contact our sister company COMPANYLINKS, the leading matching platform for discreet company sales.

Yes. It is our claim to offer you exclusively quality-tested investment opportunities. This begins with the fundamental involvement of a professional transaction advisor from our network. These are, without exception, experts with many years of experience in accompanying company sales and investments. Each transaction on our platform undergoes a detailed seller due diligence, the results of which are made available to you in a professionally prepared investment dossier as well as, if applicable, through access to a complete virtual data room.

Corporate investments are equity investments. Like shares, they have a higher risk potential than fixed-interest investments. Business development may be worse than forecast by the company, so that sales or surpluses do not occur or occur at a lower level or at a later date. This may mean that forecast profit distributions do not occur or occur at a lower level or later, or that the enterprise value does not increase or falls. Due to the preferential treatment of creditors under insolvency law, substantial losses, up to and including total loss of the investment, are to be expected in the event of insolvency of the respective company.

We try to ensure that only valuable investments are offered to you. For this, Beteiligungsbörse Deutschland, our partner companies as well as the consultants involved by us are dependent on conscientious information from the company. Even the legal due diligence carried out cannot completely exclude cases of fraud or a negative business development at the company.

As with shares, the return on an investment in a company is calculated from the profit distributions over the holding period and the price achieved on disposal, both in relation to the capital invested. Since profit distributions as well as the time and result on disposal are not known at the time of the investment, a reliable statement on the return cannot be made, unlike with a loan, for example. If the investment is made via mezzanine financing, a target return can be predicted with greater certainty.

According to Statista, the return on equity of medium-sized companies in Germany was around 23.5% in 2021. However, this is only an average value; the range extends from negative profitability to the high double-digit percentage range. Most investors in corporate investments are guided by the long-term returns on equity investments, plus a premium for the lower liquidity of the investment.

When you register as an investor, we ask you whether you have a short-, medium- or long-term investment horizon. We proceed in the same way with the companies seeking capital, so that suitable parties are brought together in this respect as well.

A fixed repayment date is not possible with an equity investment. Unlike a loan, for example, there is no legal entitlement to this. If you are interested in a predictable sale date, and the company seeking capital only wants to take on an external investor temporarily, mezzanine financing (e.g. silent partnership) could be a suitable instrument for the parties. The transaction advisor will then work towards this accordingly.

In addition, there are a number of ways that are suitable for enabling an exit of the investor. In addition to the repurchase of the shares by the company or its existing shareholders, these include the resale of the investment to third parties as part of a further capital increase, as well as mechanisms that can accelerate these aforementioned measures. Here, too, the transaction advisor and the lawyers commissioned to draft the contracts will work out a solution that is fair to all sides.

In the medium term, we also plan to establish a secondary market for corporate investments.  

If a company has more than one shareholder, it has articles of association and / or a shareholders' agreement. This regulates the rights and obligations of all participants. This can include information and co-decision rights as well as the appropriation of profits (distribution). You will find initial information on this in the investment dossier of a participation offer as well as in the later draft of the shareholder agreement. Depending on the form and amount of the investment, these will then be specified in the further course of negotiations.

Yes, you can make special reference to this when registering your investment interest. You will then receive preferential investment offers that meet increased ESG requirements.

Every transaction that is processed through the Participation Exchange must be brought in or accompanied by an experienced advisor. As a rule, this is an experienced M&A advisor, unless, for example, a tax advisor, auditor or lawyer familiar with investment transactions brings in a transaction for a client and can and should be accompanied by this advisor.

The advisor supports the capital-seeking company or its shareholders throughout the entire transaction process, in particular during due diligence and negotiations with investors. This is done entirely via our platform, and mandatory use is made of our digital tools and the investment dossier created in this way.

We generate mandates through a constant deal flow and intensively involve external advisors in the implementation of each transaction. For this purpose, we are continuously expanding our network of experienced consultants, to whom we thus refer business.

If you are an advisor who has acquired a transaction yourself, our platform, leading digital tools and large investor database provide you with the ideal conditions to bring this transaction to an efficient and successful close.

First of all, register here at Beteiligungsbörse. This will provide you with your log in data for future use of our platform. Within the scope of the registration we will ask you for the essential information for our cooperation. If you wish, we are of course also available for a personal exchange at any time. Please feel free to make an appointment with our partner management here.

As soon as you process your own transaction or a transaction brokered by us via the investment exchange for the first time, we provide you with intensive support through the use of our digital tools as well as during the further course of the process.

At Beteiligungsbörse, compensation is always paid by the company seeking capital. The standard rate is 6.00% of the capital raised, of which you as the consultant receive 50%. In addition to fixed, process-dependent processing fees of the investment exchange, an ongoing monthly compensation (retainer) for the consultant is also part of our fee structure. The retainer is usually 1‰ of the capital volume sought.

If you bring in a transaction you have acquired yourself, special conditions may apply. Please do not hesitate to contact us.

In principle, yes. However, in the interest of our investors, the same standards then also apply with regard to the mandatory use of our platform and digital tools as well as the coordinated approach of all investors. But this is not a disadvantage, quite the opposite: You will benefit from significant workload reduction and significantly better prospects of success thanks to our large investor database.

No. The seller due diligence and the resulting uniform investment dossier as offer document are inseparably linked to the standard pursued by the investment exchange. A separate approach to individual investors is therefore not possible.

We expressly invite you to process your transactions via our platform, but must then insist that this is also fully the case.

Quite the opposite. We are consultants ourselves and therefore know from daily practice that customers seek and need personal contacts in the sensitive area of equity capital procurement. Even though we are continuously working on the further optimized use of digital tools and artificial intelligence, we are therefore deeply convinced of the importance and necessity of personal support and professional expertise.

With the investment exchange, we are creating the conditions to be able to process smaller transactions more efficiently in the future than before. This will increase the volume of business for all parties involved. This will benefit you as a consultant as well as the investment exchange.

A minority interest refers to the acquisition of a stake in a company that represents less than 50% of the company's shares or voting rights. In this scenario, the investor does not have the controlling majority and is therefore not in a position to make unilateral strategic decisions. Via an investor can identify and acquire such investments via the investment exchange. This type of investment is often the result of targeted strategic consideration by investors who wish to acquire a stake in a company without taking full operational control.

Minority shareholdings offer a number of advantages for both investors and companies. An investor can benefit from the performance of the company, but remains flexible in terms of operational management. In addition, minority shareholdings enable risk diversification of the investment portfolio. For companies, the involvement of a minority investor, which can be found via the investment exchange, can mean a valuable injection of capital. This capital can be invested in growth initiatives, research and development or in the optimization of existing business processes.

In addition to the direct injection of capital, a minority investor can bring strategic expertise, industry knowledge and an extended network to the company. These resources can prove decisive for expansion, market entry or the development of new products. The investment exchange provides an efficient interface between companies seeking capital and strategic partners and investors looking for targeted investment opportunities.

There are various forms of participation, depending on the needs and strategies of companies and investors. These include the aforementioned minority and majority shareholdings, but also silent partnerships, in which the investor contributes capital but without voting rights or a visible stake in the company. There are also other forms of so-called mezzanine capital, which is a mixture of equity and debt capital. The Beteiligungsbörse platform offers a wide range of these different forms of investment, making it easier to find suitable investment partners.

Corporate investments can bring considerable advantages for companies. These include not only direct financial benefits through the inflow of capital, but also indirect benefits through access to the investor's resources and expertise. Such a strategic partner can open doors to new markets, facilitate access to technologies or contribute valuable industry knowledge.

The search for a suitable investor requires a strategic approach and a deep understanding of one's own business model and market opportunities. The investment exchange acts as a valuable tool here, bringing companies and investors together in an efficient and targeted manner. However, it is also important to have a solid business plan and a clear investment thesis in order to convince potential investors.

The equity ratio describes what proportion of a company's total capital is covered by equity. It serves as an indicator of a company's financial structure and stability.

When we talk about a high equity ratio, it means that the company has financed a large part of its resources from its own capital, whether through owner contributions, retained earnings or other forms of equity. This is often interpreted as a sign of financial health and independence, as the company is less reliant on external financing, such as bank loans.

On the other hand, a low equity ratio indicates that a company is heavily financed by borrowed capital, such as loans or bonds. This can entail risks, especially if the company has difficulties servicing its debts.

The equity ratio can be strengthened by increasing equity or reducing debt capital. This can be achieved by reinvesting profits, increasing capital or taking up investments such as those available on the stock exchange. Another method is to reduce balance sheet debt by reducing debt or through alternative refinancing options such as leasing.

BB Beteiligungsbörse Deutschland GmbH was founded in 2023. Shareholders are COMPANYLINKS GmbH with 66.6%, the "Verein der Mitglieder der Hanseatischen Wertpapierbörse zu Hamburg e.V." with 16.7% and Holger Kruse with also 16.7%.

In parallel, the company was solidly financed through a successful pre-seed financing round.

Hanseatische Wertpapierbörse was founded in 1558, making it the oldest active stock exchange in Germany. Via BÖAG Börsen AG, the Düsseldorf and Hamburg stock exchanges are part of its network.

The Hamburg Stock Exchange has played a significant role in the conception of the investment exchange from the very beginning and is an important partner. In addition to its experience with traditional equity products as well as their issuance and trading, Hamburger Börse contributes its extensive network to companies, investors and other multipliers.

No. We have many international investors who want to invest in German companies via the investment exchange. In addition, companies from other European countries also seek capital via the investment exchange.