What every founder should know before their first round

We see questions about pooling investors come up constantly in our community. That's why we asked our partner Roundtable to lay out what every founder should know before their fundraise.

Your first funding round probably looks something like this: a lead investor for 50-80% of the round, then 1-2 microfunds and 5-20 angels filling the rest with cheques between €10k and €50k. Great for you: diverse expertise, warm intros, social proof. Terrible for your cap table if you don't think about structure early.

Why does structure on your cap table matter so much? Every investor on your cap table is a signature you'll need to collect on every future round, a vote on key decisions, and a line of admin every quarter. Twenty individual angels means twenty separate negotiations the next time you raise — and lawyers, lead investors, and acquirers all read a messy cap table as a red flag.

Most founders learn this the hard way during their Series A, when a lawyer points at a 23-line cap table and explains why the next round just got a lot more complicated. 

The good news: you can avoid this by pooling your investors. The choice you make now will quietly compound for years.

There are three common ways to pool investors:

Treuhand / trust: A Treuhänder (trustee) holds shares on behalf of the angels. The cap table looks clean, but you're heavily dependent on whoever is appointed. A friendly co-investor lacks the infrastructure (e.g. no dedicated team to handle KYC, capital calls, voting coordination, or secondary requests when an angel wants out). The economic rights of the underlying investors are often thinly documented. And it's opaque from the founder's perspective — you don't actually know who sits economically behind the trustee. If the founder acts as the trustee themselves, you've created a conflict of interest. On top of that, it's a structure international investors aren't familiar with. The upside: a clean-looking cap table. The downside: you're trusting one person with shareholder rights that are hard to unwind.

Vollmacht / soft pooling: Investors stay on the cap table individually but grant Power of Attorney for voting. In practice that means each angel signs a document letting a designated person (often an angel or the founder) vote their shares — but they remain the legal owner and can pull the mandate at any time. Easy to set up. Trivially revocable. One annoyed angel can unwind the entire structure right when you need it most. Founders who've been through a difficult round generally don't recommend this twice. The upside: cheap and fast. The downside: it only holds together as long as every angel stays cooperative and every investor stays on the cap table — that's why it's called 'soft' pooling.

SPV / hard pooling: A “Special Purpose Vehicle”, or in other words a separate legal entity holding the shares. All your angels invest int the SPV; the SPV invests in your company. One line on your cap table with all small tickets included, professionally managed by a neutral entity and irrevocable to ensure stability.

Why the SPV is becoming a default

Lined up side by side: Treuhand gives you a clean cap table but concentrates risk in one trustee. Vollmacht is the easiest to set up but the easiest to unwind. The SPV is the structurally strongest of the three — neutral governance, irrevocable, internationally recognised — and until recently it was also the most expensive.

SPVs used to be expensive and slow. €15–20k in costs and months to set up. That's why so many early-stage founders defaulted to soft pooling: the alternative felt out of reach for an early-stage round (not because it was better).

That has changed. There are providers like Roundtable that have digitised the entire process and built a pan-European SPV solution that works across jurisdictions, with onboarding measured in days rather than weeks and pricing that makes sense for your first round. 

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If you're setting up your financing round: AustrianStartups has a partnership with Roundtable (roundtable.eu). A 5% discount on all SPVs for our community. They've digitised the full SPV process across Europe and run 800+ vehicles for companies like Heizma, Fonio, Lap Coffee, Quantum Systems, Proxima Fusion, OpenAI and Mistral.
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Already further along?

No worries — this is fixable. If you're reading this with eighteen Convertible Loan Agreements (CLAs) or Future Equity Agreements (FEAs) already signed — or a cap table that's tipped into double digits — there's a process called cap table cleaning: retrofitting a pooling structure onto an existing investor base. It's more expensive than pooling from the start, and it requires investors to agree, but it's a workable way to clean things up before your next round closes.

Have you got any questions? Please contact Michael Schneider: ([email protected])