With investors. Ready for the first round.
For founders who will work with outside investors, angels, VCs or strategic parties. SAFEs, rounds and option plans require a clean, shareable register.
You have a first customer contract or a working prototype and it's time for outside capital. Maybe there's already an angel ready to write the first cheque, maybe you're talking to a seed fund, maybe you're keeping it to a few SAFEs among friends and family. Whatever happens: the cap table that's right now must still be right twelve months, three rounds and an option plan later.
The Dutch shareholder register is a legal requirement (Article 2:194 of the Dutch Civil Code). Almost nobody keeps it. In Series A due diligence, it's the standard first question from investors' lawyers: 'can we see the current shareholder register?' An Excel file is not a valid answer. An audit-proof register via a regulated investment firm is.
Pro is built for this journey. At incorporation you get articles of association that grow with your rounds, a register that is audit-proof from day one, and the notarial infrastructure needed for every later issue. Pro + Holding is for the same group of founders, with the addition that an exit works much better for tax purposes from a personal holding company.
Who this route is for.
- Founders who expect an investment round within 12 to 24 months (Pre-Seed, Seed or Series A)
- Startups that will use SAFEs, convertible loans or KIA loans
- Teams that want to set up an ESOP or SAR option plan for employees
- Founders on an exit path who want their cap table audit-proof from the start
- Existing BVs that want to migrate their register before their next round
What's included.
- Articles of association ready for multiple share classes, pre-emption rights and anti-dilution
- Collective depot via Nxchange as a regulated investment firm, under the Dutch Securities Giro Transfer Act
- Cap table shareable in one click with lawyers and investors during due diligence
- Audit-proof change history, exactly what investors' lawyers ask for first in DD
- Share issue or transfer for €199 per transaction, even for large SAFE conversions
- Option plan infrastructure (ESOP pool reservation, option grants, vesting tracking)
Step by step, what happens.
Every incorporation follows the same structure; only the order of the waiting differs per situation.
- At incorporation
Articles of association for growth
Standard articles of association are set up for multiple share classes. An ESOP pool is reserved (typically 10 to 15%) so investors can't later force you into extra pre-money dilution.
- Pre-round
SAFEs and convertible loans
SAFEs are concluded outside the notary (private-law agreements). We facilitate the templates and keep track of what needs to convert after a later round. The conversion itself is a notarial issue completed within working days.
- DD phase
Due diligence in days, not weeks
When the investors' lawyer asks for the register, they get read-only access via a temporary link. The Nxchange register and the audit trail are built precisely for DD: a recognised format, no reconstruction needed, no unanswered questions about 'that one issue in 2024'.
- Closing
Issue to investors
At closing, the new shares are recorded in the collective depot via Nxchange. The investor sees their position straight away in their own account. No waiting for a 'final signed copy of the deed': the register is live the moment the deed is executed.
- Post-round
ESOP grants to the team
You arrange option grants per employee from the same dashboard. Vesting schedules are administered. When an employee vests or leaves, the position is updated automatically.
- At exit
Clean transfer
On an acquisition or exit, the share transfer is a single notarial act that we facilitate. The buyer gets a clean, documented cap table with full history. No indemnification issues over a missing 2025 issue.
Common mistakes in this situation.
No marketing. This is what we see founders run into every month.
- 01
Formalising too late
We see teams with €200K in SAFEs that were never recorded notarially, a cap table spread across four different Excel files, and an investor asking for DD. Then you have to do in two weeks what you should have done in two months. Start with a clean register right at incorporation.
- 02
No ESOP pool reserved before the round
Investors almost always require a pre-money option pool. If you don't have one, you pay for the dilution, not them. Reserving a 10 to 15% pool at incorporation is a small effort with a big impact on your eventual position.
- 03
One share class
One class of common stock works fine until the investor wants preferred. Amending the articles mid-round costs time and money. Our standard articles of association are already prepared for multiple classes.
- 04
A cap table, but no shareholder register
A cap table is a spreadsheet. A shareholder register is a legally required document (Art. 2:194 Dutch Civil Code). Investors' lawyers check the second, not the first. Excel cap tables are not formal registers.
- 05
No drag-along clause
When the majority wants to sell, the minority must be able to be dragged along. Without drag-along, one small shareholder can block an exit. Our articles of association include drag-along and tag-along as standard.
- 06
Only considering a holding after the round
A personal holding company is still possible post-round, but then via a share-for-share exchange. That's a costly, tax-complex transaction you could have avoided at incorporation for €300. With an expected exit, Pro + Holding is almost always the right choice.
What it costs, honestly broken down.
Included and not included, side by side. We keep nothing out of view.
- Pro incorporation (one-off)€1,599BV with articles of association for multiple share classes, eIDAS signing, KvK registration
- Pro + Holding incorporation (one-off)€1,899Operating BV plus personal holding company in one process. €300 more than Pro, far cheaper than a later share-for-share exchange
- Monthly€24.99Digital register, cap table management, audit trail, shareable DD exports
- Share issue (per transaction)€199SAFE conversion, issue to investors, option grant to an employee
- Amendment to the articles€499For example adding a share class or changing veto rights
- Not included—Term sheet negotiation, SHA (lawyer), legal DD support, SAFE templates and their tax treatment
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
No formal structure pre-round
Some founders wait to formalise until it's really needed. Advantage: no costs. Disadvantage: the moment the first investor calls, you're on the back foot. Two weeks of rushed cap table reconstruction versus nine months of calm growth in a professional register: that's a big difference during a term sheet discussion.
- Alt 02
Existing notary with an Excel register
Many BVs are incorporated at a notary's office, with an Excel cap table as the register. That is technically permitted by law, but you're guaranteed to get questions in due diligence. A Series A DD with an Excel register costs at least a few extra weeks of a lawyer's time, which is more than four years of Pro monthly fees.
- Alt 03
Specialist boutique firm
There are specialised startup notaries (such as our partner Berger Notariaat itself) who do the same work, only offline and without a digital register. For a Pre-Seed founder that's overkill: €3,000 to €5,000 for incorporation, plus every transaction separately. For a Series B with complex structures, a specialist can still be useful alongside Digital Notary.
The packages that fit.
No subscription to everything. Only what belongs to your situation.
- Package
Pro B.V.
€1,599 one-off + €24.99/month
For founders expecting a round, Pro is the foundation, with advanced cap table management and notarial infrastructure.
View package - Package
Pro + Holding
€1,899 one-off + €24.99/month
Strongly recommended: on an exit, the gain can flow tax-free to the holding company. Adding a holding afterwards via a share-for-share exchange is more expensive and more complex.
View package
Questions that often come up here.
Answers in plain language, not legal jargon.
01How does it work with SAFEs?
A SAFE (Simple Agreement for Future Equity) is a private-law agreement with a future conversion into shares. The SAFE itself is concluded outside the notary (no notarial deed required). We facilitate the templates and keep track of what needs to convert in a later round. At the moment of conversion, the issue is recorded notarially and the shares go into the collective depot. We support both post-money and pre-money SAFEs.
02What should we prepare for our first round?
Four things: (1) clean articles of association suitable for multiple share classes (ready with Pro), (2) a recent cap table overview (exportable straight from the platform), (3) an audit-proof shareholder register (live), and (4) an ESOP pool reservation (preferably already set up at incorporation). We facilitate all of these. What we don't do: term sheet negotiation, due diligence on your side, tax advice. For that you need specialised counsel.
03Does this work with VC due diligence?
Yes. The Nxchange register and its audit trail are built precisely for due diligence. Investors' lawyers recognise the format straight away: it's the same infrastructure used for listed shares. Our experience: DD questions about the cap table and register are limited to 'is this right?' rather than 'can you reconstruct this?'.
04What's the tax logic behind Pro + Holding?
On an exit, you sell the shares in the operating BV from your personal holding company (not as a private individual). Under the participation exemption, that sale is tax-free in the holding. You can park the gain in the holding, reinvest it, or distribute it tax-efficiently to yourself later. Without a holding you pay 26.9% box 2 tax on the entire exit proceeds immediately. For exits above €100K, that difference is large enough to consider Pro + Holding straight away.
05Can investors see their position directly in our register?
Yes. Every shareholder, including investors, gets their own login. They see their own position, any option commitments, and the changes that affect their position. They do NOT see other shareholders' positions unless you give permission. Investors appreciate this transparency and like platforms that handle it as standard.
06What if we use a convertible note instead of a SAFE?
It works similarly. A convertible note is a loan repaid by converting into shares. The loan itself is recorded outside the notary (lawyer). The conversion in a later round is a notarial issue that we facilitate. For both SAFEs and convertible notes: make sure the cap table tracks pending conversions, or you'll get questions in DD that you can't answer.
07Can we add share classes along the way, for example preferred shares for the Series A?
Yes. An amendment to the articles of association is a notarial act we facilitate for €499. Our standard articles of association are already prepared for share classes; in many cases only an issue of a new class is needed, without a full revision. For a Series A with a liquidation preference, we handle this as standard in the closing.
08How do we set up an option pool for employees (ESOP)?
At incorporation you reserve an ESOP pool in the articles of association (10 to 15% is standard). For each individual option grant we arrange vesting (typically four years with a one-year cliff), strike price and exercise conditions. The platform automatically tracks who holds how many options, what has vested and what flows back on departure. Tax-wise: in the Netherlands this works via SARs (Stock Appreciation Rights) or via share options. We guide the choice but don't give tax advice.
09Can a foreign investor take part?
Yes. EU investors are identified via Sumsub like any other shareholder. Non-EU investors can take part too, but then there's an extra Wwft check (enhanced customer due diligence). For private investors this is usually not a problem; for funds we ask for the Limited Partnership Agreement or equivalent.
10What if we already have a BV and want to migrate the register?
That's a separate route: a one-off migration of the existing cap table to the Nxchange register, plus a notarial act to record the form of registration. The setup depends on the complexity of your history (1 to 5 shareholders without historical changes: comparable to a Pro incorporation; more complex cap tables: a quote). See also our use case for existing BVs.
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.