Round-Flow Map: Which Doc When
Which document you need, and when: convertible vs priced round
About
A builderstack navigator: convertible-vs-priced-round explainer, a document-by-stage map, and a Notar/cost primer.
- 1
Term sheet
1–3 weeksThe non-binding shape of the deal: valuation, pool, liquidation preference, governance. Model the dilution before you agree the numbers.
- 2
Long-form documents
3–6 weeksThe binding contracts: the investment agreement (Beteiligungsvereinbarung) and the new articles of association (Satzung). These are notarial.
- 3
Notarial closing
1 day (Notar)The choreography at the notary: powers of attorney, spousal consent (§1365 BGB), the notarial record, resolution minutes, subscription declaration and the 2nd-closing resolution.
- 4
Governance & cap-table hygiene
ongoingAfter closing: rules of procedure for management/board, and pooling/voting constructs that keep many small angels off the Gesellschafterliste. Plus the routine shareholder resolutions you'll sign constantly.
| Convertible | Priced round | |
|---|---|---|
| Speed | Fast — days to a couple of weeks | Slower — 4–8 weeks end to end |
| Valuation | Deferred (cap + discount) | Set now, priced per share |
| Notar | Not for the loan itself | Required (§15 GmbHG) |
| Cost | Low | Notary + legal, scales with round size |
| Best when | Bridging, early, speed matters | Lead investor, larger round, clean cap table |
Notar & cost primer
- In Germany, issuing or transferring GmbH shares must be notarised (§15 GmbHG) — so the investment agreement, the new articles and the closing are notarial acts you cannot self-execute.
- Term sheets and convertible loans are normally not notarised — that's why the convertible path is faster and cheaper.
- Notary fees scale with the transaction value (the round size / share capital), plus the district court's registration fee. Budget for both when you plan a priced round.
A navigator, not legal advice. Which documents you need depends on your specific round — confirm the sequence with your Notar and Anwalt.