Participations in startups

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Building a successful startup is the dream of many entrepreneurs. But there are some important aspects to consider when looking for investors and distributing equity investments. In this article, we will look at shareholdings in startups.

A crucial question is who owns how many shares in a company and what rights come with them. There are different legal forms. In this case, we are talking about a GmbH. In the case of a GmbH, the parties involved are referred to as shareholders. The amount of their shareholding determines their claims and rights. The share ownership of a shareholder can be regulated either by his percentage share in the company or by fixed provisions in the articles of association. It becomes clear how important a company's articles of association are in clearly defining the shareholding relationships.

Another important aspect is the shareholders' right to have a say. Depending on the percentage and type of shareholding, they may have different co-determination rights. This can lead to a complex situation. For example, a participation of at least 10% is interesting from a tax point of view, as it can be declared as a qualified participation in the private tax return. Qualified participations are taxed less. A majority shareholding of more than 50% gives the shareholder considerable influence over business decisions. From an interest of two-thirds, the shareholder has almost unrestricted decision-making power, which is referred to as qualified more.

It is advisable to familiarize oneself with the Code of Obligations (OR) from Article 703 onwards, as it contains many important regulations on shareholdings.

In summary: It is desirable to own as many shares as possible. However, it is also necessary to dispose of shares in order to obtain investments.

Choosing the right investor

The choice of the investor should be made carefully, so that he corresponds to the own values and offers strategic added value as well as support for the startup. Even if one shareholder has a qualified majority, he should make decisions in consensus with the other shareholder. If everyone is pulling in the same direction, this is more likely to lead to success, as in a family.

In the case of capital increases, there is a risk of dilution, in which the shares can lose value. You only have to talk to Eduardo, a co-founder of Facebook, to know what this can feel like. To minimize this risk, anti-dilution clauses can be implemented for shareholders.

To summarize: Wise selection of investors who bring strategic knowledge and a valuable network is critical. It is important that they match personal and business values and have an impeccable reputation. However, the major shareholder also has an obligation to the smaller shareholders.


As you can see, the topic of shareholdings in startups is complex. It is advisable to seek professional advice and not sacrifice your own vision.