With co-founders. Cap table from day 1.
For founding teams of 2 to 5 founders. Every co-founder gets the right percentage straight away, in a register that is audit-proof.
Picture three co-founders. The technical founder has already built the prototype, the commercial founder landed the first paying customer contract, and the third goes from part-time to full-time in two weeks. You've agreed on 40/40/20, with vesting for everyone, and you know a first option pool is needed next quarter for the first two hires.
This is exactly the kind of starting situation where most Excel cap tables fall apart within a year. A percentage in a spreadsheet is not a shareholding. A notarial deed is, and that difference becomes painfully clear the moment one founder leaves, an investor joins, or a lawyer in due diligence asks for "your cap table and shareholder register".
With Pro you get a clean, shareable, audit-proof register from day one. Every co-founder logs in with their own account, sees their own position, and the notarial register is always in sync with reality.
Who this route is for.
- Teams of 2 to 5 founders starting a BV together
- Founders with uneven splits (not 50/50, with vesting, with options)
- Teams that foresee an investment round or option plan within 12 to 24 months
- Founders who want to have cap table discussions from a shared source instead of Excel
What's included.
- BV incorporation with up to 5 shareholders at the start, each with their own platform access
- Cap table management in the platform, shareable in one click with lawyers and investors
- Articles of association prepared for option plans, drag-along, tag-along and pre-emption rights
- First share issue or transfer for €199 (versus €600 to €1,200 at a notary)
- One fixed point of contact on behalf of the notary partner, not three different email addresses
Step by step, what happens.
Every incorporation follows the same structure; only the order of the waiting differs per situation.
- Day 1
Everyone onboards separately
The applicant starts the incorporation and invites the co-founders. Each founder completes their own Wwft identification via Sumsub (passport, liveness check, sanctions screening). It works like a group chat: everyone sees the others' progress.
- Day 1 to 2
Cap table and articles of association
You agree on the split and record it in the platform. Vesting, pre-emption rights, drag-along, tag-along: we propose the standard options, you choose what fits. Doubts go straight to our legal team, not to Google.
- Day 2 to 3
Power of attorney and eIDAS
Each founder is presented with a notarial power of attorney via Digital Notary. Signing is done with a qualified electronic signature (eIDAS QES), legally equivalent to a handwritten signature. No office visit, but notarial all the same.
- Day 3 to 5
Notary executes the deed
The designated notary reviews all documents and executes the deed of incorporation. You get a confirmation, no waiting around in an office.
- Day 4 to 7
KvK registration and register live
The BV is officially registered with the Chamber of Commerce. The digital shareholder register via Nxchange is available straight away in your dashboard. Each founder sees their own position, and you can share it with outside parties in one click.
- After that
Option plan, round or new co-founder
When something changes (option grant, new shareholder, founder leaving), you arrange it from the same dashboard. €199 per transaction, no new appointment needed.
Common mistakes in this situation.
No marketing. This is what we see founders run into every month.
- 01
50/50 to keep the peace
A 50/50 split sounds fair but leads to deadlock at every disagreement. A 51/49 or 60/40 prevents paralysis. If you still want to keep it at 50/50, add a deadlock clause to the articles of association (a fixed third vote or an arbiter).
- 02
Forgetting vesting
Without vesting, any founder can leave after six months with their full shareholding. Four-year vesting with a one-year cliff is the standard. We record it in the shareholders' agreement or in the articles of association, your choice.
- 03
No option pool reserved
Investors often require an option pool of 10 to 15% before their round, not after. If you don't agree it in advance, your position is diluted more than necessary. We reserve the pool in the articles of association at incorporation.
- 04
Cap table in Excel or in someone's head
An Excel cap table is not a statutory shareholder register. Investors discover this in due diligence and demand a formal migration at that point. Better: start with an audit-proof register straight away, and the discussion never comes up.
- 05
No drag-along or tag-along
At a future exit, one founder who doesn't want to sell can block the entire deal (no drag-along), or be shut out of an exit (no tag-along). The standard articles of association cover both. Don't skip that clause.
What it costs, honestly broken down.
Included and not included, side by side. We keep nothing out of view.
- Incorporation (one-off)€1,599Including notary fees, KvK registration, Wwft check for all founders
- Monthly€24.99Digital shareholder register + cap table management, from KvK registration
- Extra shareholder at the startincluded up to 5Above that €199 per founder
- Share issue or transfer afterwards€199 per transactionOption grants, new shareholder, founder leaving
- Not included—Shareholders' agreement (typically €800 to €2,000 with a lawyer), specific SAFE templates, vesting administration of options (separate with Pro)
What if you did it differently?
Sometimes Digital Notary isn't the best route. Below are the alternatives we come across most often.
- Alt 01
Hiring a notary yourself
A notary's office usually charges €800 to €1,200 to incorporate a BV with multiple founders. On top of that you get no digital register: you track your cap table yourself in Excel or Word, with all the risks that brings. Every later issue or transfer costs €400 to €800 each time and needs a new appointment at the office.
- Alt 02
DIY with online templates
Some online providers sell templates for shareholders' agreements. That can be a useful addition, but it doesn't replace the notarial deed. A BV only comes into existence once a Dutch civil-law notary executes the deed. A 'BV on paper' doesn't exist.
- Alt 03
Waiting to formalise
We see teams working in an informal setup for months, putting off incorporation until 'we're ready'. In practice that moment often coincides with the first customer or investor. Rushing is bad at that point: a round is no time for careful cap table discussions. Better: incorporate early, revise later.
The package that fits.
No subscription to everything. Only what belongs to your situation.
- Package
Pro B.V.
€1,599 one-off + €24.99/month
Up to 5 shareholders at incorporation plus advanced cap table management for future rounds.
View package
Questions that often come up here.
Answers in plain language, not legal jargon.
01How do we arrange vesting for co-founders?
Vesting can be included in the deed of incorporation or in a separate shareholders' agreement. The standard we often see: four-year vesting with a one-year cliff (after the first year 25% of the shares vest, then monthly). For complex schemes (acceleration on exit, double-trigger acceleration) we refer you to a specialised lawyer. We facilitate the notarial recording and the updates in the register.
02What if a founder drops out after 6 months?
A share transfer is a separate notarial act. With Digital Notary it costs €199 and can be arranged within working days, instead of the founder-dispute nightmare scenario you often hear about. What happens to the shares (buy-back by the BV, redistribution among the others, retention by the departed founder) is a matter for your shareholders' agreement. Vesting makes this discussion much easier because it's clear which part has already been earned.
03Can we get a holding structure per founder?
Yes, but as a separate incorporation per person. We incorporate one operating BV with the agreed shareholder split. Each founder can then individually add a personal holding company via a share-for-share exchange. That's a separate notarial act which we also facilitate, but it's cheaper to decide before incorporation whether everyone wants a holding (then it's incorporated in one process).
04How does the notarial register work if one co-founder has no Dutch ID?
Foreign founders can take part too, provided they have a valid EU ID or can attend via a NotaryGo procedure. Sumsub supports identity verification for most countries. For non-EU founders an extra step is needed, which we cover in our use case for foreign founders.
05Can we add share classes later (preferred, common, options)?
Yes. An amendment to the articles of association is a notarial act we facilitate. Our standard articles of association are already prepared for share classes, so in many cases only an issue of a new class is needed, not a full revision. In a Series A round we handle this as standard.
06How shareable is the register?
In one click you generate a PDF export for lawyers and investors. Want to give a lawyer read-only access during DD? That's possible via a temporary token link. The register itself is kept by Nxchange as a regulated investment firm, so lawyers recognise the format straight away.
07What if we're three co-founders with very uneven percentages (like 70/20/10)?
No problem. Our platform and articles of association are built for uneven splits. The only thing to think about: minority shareholders with less than 25% have no statutory veto over amendments to the articles. You arrange that through pre-emption rights or a shareholders' agreement.
08Do all founders get their own account on the Digital Notary platform?
Yes. Each co-founder gets their own login, sees their own shareholding and receives notifications about relevant changes. Directors (typically the founders themselves) have additional rights, such as initiating issues and signing resolutions.
09What if a co-founder falls ill or is unavailable for a long time during incorporation?
Each founder signs with eIDAS at their own moment. The incorporation can stay open for up to 14 days without any problem. For a longer absence you can arrange a temporary power of attorney via the notary, or pause the incorporation until everyone is back.
Ready to start this process?
Twenty minutes to fill in your details.
We and our notary partners take it from there. No office visit, but a genuine notarial deed at the end of the road.