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Frequently Asked Questions

  • Crowdfunding? That's the first I've heard of it.

    No wonder; crowdfunding is a form of private investment that exists thanks to the Internet, and the world's first company dedicated to gathering contributions from individuals to finance companies did not start operating until 2010 (more or less: the debate about who was the first to do so is a never-ending topic we won't get into).

    The basic model that follows is very simple:

    • An entrepreneurial project declares how much money it needs to be carried out, and publishes its business plan and economic objectives on a crowdfunding portal.
    • Through the portal, contributions are made and loan or share contracts in the future company are signed.
    • Personal contributions begin to accumulate in a secure bank account or in the form of some kind of payment commitment (direct debit, etc.).
    • As soon as the target amount is reached, the money is delivered to the entrepreneur and the project is launched. From that moment on, the contracts signed between investors and the company are activated.
    • If after a predetermined period of time (usually two or three months) the project has not raised enough money, the project is cancelled and the money is returned to everyone.

    With this simple premise, crowdfunding has seen increases for which the word "spectacular" is an understatement: capital raised through this method has been multiplying every year since 2010, and the figure reached $300 billion worldwide in 2017. In Europe, fortunately, and perhaps surprisingly, Spain is one of the countries where this system is most widespread, although it is not a system that is usually used to finance companies - in that sense, the United Kingdom is at the head of Europe (and the United States at the head of the world, as is so often the case).

  • Is crowdfunding a system for people to donate to personal projects such as films, books, etc..., with no profit motive for the investor?

    Also. But if, when making the donation, a contract is signed to take shares in an SL, it becomes a very effective method of injecting capital into a company. That is why we are here.

  • I have some savings and I want to invest them, what does Capital Cell offer me?

    In Capital Cell you will be able to put your money directly in the hands of a person or company that wants to develop a specific project, and that will offer you a part of its future benefits in exchange. Your money will be added to that of other investors until you have enough to start the project.

    You will be the one to decide how much money you are going to invest and you will be able to choose from a multitude of projects in the world of Health and Biomedicine. No visits to notaries or offices: you can do it online, paying by credit card or bank transfer.

    In addition to giving you control over where your money goes, of course, the great advantage of crowdfunding is the possibility of extraordinary returns; if you have good judgment you can jump on board from the start of projects that can multiply your money by 10 or 20 times in a few years.

    But beware: You are buying shares in a company that is just starting to operate, and that in a short time will go from being worth very little to having a high market value. At that point, those shares you bought for a few euros may be worth five, ten or a hundred times what you paid, and if you can sell them you can make a lot of money.

    On the other hand, if the company does not perform well, you may lose your entire investment.

    It is important to emphasize this: The essence of investment crowdfunding is having the opportunity to make small, high-impact, high-return investments, even though you know that some of them may not pay off. Some of your investments will make a lot of money, but it is almost a certainty that you will lose some of your investments - get used to the idea before you invest.

    • IN FIGURES: Typically, you are making an investment whose return will be in the order of 200-1000% but which you will not be able to recover for 2-6 years, and which has a 3 in 3 chance of making a profit.
  • Why are payments made on the spot when it is not yet known whether the project will be successful?

    First of all, you must be clear that although the payment of the investment is made on the spot, your money will not go to Capital Cell or to the company in which you invest, but remains in the custody of a financial institution authorized by the Bank of Spain. The money will only be delivered to the company when the financing round is completed and when the company has registered the transaction before a notary. If it fails to do so, the money will be returned to you free of charge.

    Why do we need you to make the payment? We believe that financing a company requires certain guarantees that the funds committed actually exist, so Capital Cell requests the utmost seriousness when committing to invest.

    In this way, the company knows that it will have the committed capital when the time comes to launch the project - if the fundraising objectives are met - and the investor knows that the money will not reach the company until the minimum amount necessary for the project to be viable is raised (and the transaction is registered before a notary).

  • What legal guarantees do you offer for something as complex as launching an SL with a multitude of partners through the Internet?

    We have put an enormous amount of resources and legal knowledge into creating a solid foundation of full guarantees for both investors and entrepreneurs - years of experience in online investments that have earned us registration as a Participatory Financing Platform at CNMV and recognition as an Entitat de Finançament Alternatiu de Acció (Generalitat de Catalunya). Today we operate under the supervision of the Spanish Securities Market Authority, as well as the Departament d'Empresa de la Generalitat.

    This documentation is not available for free consultation, but if you write to us we will be happy to answer any questions you may have.

  • What guarantees do I have that entrepreneurs will not commit investment fraud?

    First of all, the checks prior to publishing a project are as thorough as possible, and we make sure that the person behind a project gives us sufficient assurances about his intentions and identity. If we have the slightest doubt about this - for example, if the Commercial Register tells us that a potential entrepreneur has six other companies that he has not mentioned to us, or if his business plan contains errors that seem too intentional, or if, in general, something smells fishy to us, we will not publish the project.

    During the process, the money that is accumulated remains at all times under the custody of an authorized financial institution, which will only deliver it to the company once it has registered the transaction with a notary public.

    Finally, a loan agreement or a partnership agreement is signed between the private investor and the entrepreneur, for the breach of which the entrepreneur may face very serious legal consequences. As far as possible, Capitalcell.net undertakes to take an active part in pursuing any breach of contract that may occur.

  • Capital Cell selects only projects with high profitability and risk?

    In general, yes, we look for projects that can offer a huge return to offset the relative risk involved in investing in early-stage companies.

  • Crowdfunding, startups, investors, private equity, business plan... is that the same as crowdfunding, startups, business angels, private equity, and business plan?

    Yes, but in Spanish.

  • And what does Capital Cell get out of all this?

    Capital Cell takes a small commission on the capital it helps raise - 6% per project. We would love not to have to do this, but we have to maintain the site and the people who work on it.

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Questions
from investors

  • Who can invest in a project?

    In principle, any citizen or company of any country that is not on the list of tax havens of the Spanish government. However, in case of natural person it is required to have the NIE and in case of company, Spanish CIF.

  • What guarantees does Capital Cell offer me that the projects it publishes will be profitable?

    No guarantee. However, we can guarantee that we have selected projects with potential for success.

    Capitalcell.net only publishes projects approved by both our scientific committee and our own business experts. Like large investment funds, at Capital Cell we do not pretend to know everything, so each project is reviewed by one or more specialists in that area: drug development, neurocomputing, commercial genomics, patents, immunosuppression, etc.....

    Capitalcell.net publishes a very low percentage of the projects it receives. In addition, Capitalcell.net collaborates with consultants and professionals from the world of business entrepreneurship so that they can independently assess and evaluate the projects. You will be able to consult their valuations in each project.

    In the aspect of business feasibility, from Capitalcell.net we also try to make sure that the projects we publish are feasible, and we reject incomplete, too risky or potentially unfeasible projects. With this we want to make sure that you don't have to waste time discarding projects with impossible plans or inadequate entrepreneurial teams.

    Finally, before proposing a business to the public, we check a series of points about the project and its promoters: credit history, debts with the tax authorities or social security, curriculum and trajectory of the promoters, etc... In other words: we make sure that both the entrepreneurs and their projects are honest.

  • How do I ensure the efficiency and transparency of the companies in which I have Invested?

    Capital Cell performs a multitude of checks on the proposals it receives, including consulting the Mercantile Registry, databases such as Axesor or eInforma, and requesting documentation on payments to the Treasury or Social Security, among other steps with which we try to guarantee the honesty of all the projects that appear in our publications.

    In addition, both the investment by loan and the investment by capital increase include the obligation for the company to issue a quarterly report on the progress of the project. In addition, if the investor has purchased shares in a company, he/she will have the right to attend the annual meeting and to consult the company's accounts.

    That said, once the project is underway, there is little we can do from here to supervise the progress of the companies, which is why we make sure that all the companies have at least one reference investor who is responsible for ensuring the smooth running of the project.

    But if in the future you have doubts about how a company you have joined Invested is behaving, and you do not have a lawyer to turn to, write to us and we will do our best to give you a hand.

  • What are shares?

    The shares are, in an S.L. type company, the same as the shares in an S.A., that is, a title that represents the ownership of a part of that company.

    However, unlike shares on the stock exchange, the actual value of a share is not fixed exactly, but follows the laws of the market. In other words, they are basically worth whatever someone wants to pay for them.

    Another key difference with stock market shares is that they cannot be bought and sold freely. Rather, like real estate, you will need to find a buyer who wants to purchase them.

    Naturally, this should not be taken as a precise and extensive explanation of all the peculiarities of the system of valuation of shares; for that, unfortunately, it is necessary to consult a specialist or read the exciting Capital Companies Act.

  • How are shares bought and sold?

    Basically, they can be bought and sold freely, since they are movable property; provided, however, that the preferential right of purchase of the company and its founding partners is respected. In other words, if you receive a purchase offer for your shares, you must give the company the opportunity to buy them first. As the mechanisms for this are set out in the Investment Agreement that you sign when you take the shares, we recommend that you read it carefully.

  • Does the company have the right to buy back my shares even if I do not agree?

    In principle, no. The standard contracts proposed by Capitalcell.net do not provide for the possibility of the company forcing its partners to resell their shares.

  • Can I ask for my investment money back?

    Once you have made your contribution, you will have 7 days to withdraw; in that case, Capital Cell will return your money without asking any questions. After that you can only get your money back by negotiating directly with the company.

  • What happens if the company in which I have Invested goes bankrupt?

    In this case, we recommend that you contact a specialized manager. The rights and obligations of both the company and the investor are well specified in the legislation and the processes that are put in place in such cases are fairly standardized.

    However, we can tell you that if that happens you will have very little chance of getting your money back.

  • How do I know that the employer is not going to raise his salary until the company makes a profit?

    Some projects incorporate future salary limitations in the partner agreement. Check before you invest.

    In addition, you will receive the company's accounts on an annual basis. If it is flagrant that the company's profits are being siphoned off in inflated salaries, you have every right to report it to the Treasury, which monitors that a company's salaries do not cause it to make a loss, nor decapitalize it, and that they are in line with the salaries offered by the market.

  • Can I invest any amount of money in a project?

    You can participate in forward-looking businesses with very small minimum investments - under 1,000 euros most of the time, and down to a minimum of 500 euros.

  • How much do you recommend I invest per project?

    Basically, this is a high-risk type of investment (1 out of 4 companies is successful) and high profitability (you can multiply your capital by 3, 10, 20...). So the basic rules are these_

    • Don't invest a lot of money
    • Diversify! Invest in more than one project
    • Be patient. You won't see your money again for 3-6 years.

    Both because you may lose your money and because you will not be able to get your money back when you want it back, the most important thing is that you should not invest money that you need to live on.

    You can consult this series of tips to establish your own investment figure:

    Tips for investing without making too many mistakes

  • How much money can each company raise?

    Spanish law does not allow campaigns of more than 2 million euros (or 5 million if only accredited investors participate), so this is usually the maximum limit for rounds.

    Regarding the target declared on the website, rounds must reach a minimum of 90% in order to be declared successful, and in no case may they exceed 125% of the announced target. This means that once 100% of the target has been reached, campaigns can continue to attract investors until they reach the maximum limit of 125%.

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Questions
for companies

  • I want to publish a project, how do we do it?

    Basically, we need 3 things to publish your project:

    • That you provide us with a seriously drafted business plan.
    • You have a company incorporated or in the process of incorporation
    • Provide us with some documentation about your identity and your project.

    The rest is really easy. Send us a presentation of the project and let's talk!

  • Who can publish a project?

    Any company with legal entity in the European Union.

  • What are the costs of publishing a project?

    Capital Cell will keep a small cash commission on the total amount of the requested capital. In addition, there are other expenses that are borne by the entrepreneur, such as card payment fees, or legal costs (notarial deeds, etc.).

    There is a charge of 750 euros for publication of the project, which includes among other things preparing all the legal documentation for the capital increase. But we do not charge for reviewing the projects, nor for editing them, nor for advertising them, nor for maintaining them on the web.

  • If I post my idea here, can't they steal it?

    No. Your idea is too elaborate and will only work if it is carried out by someone with your experience and expertise.

    We recommend that, when you prepare your project for publication, you provide enough data to justify that someone will give you money, but you don't need to write a complete manual on how to carry out the business. Keep key information to yourself and share it only with those you are sure will be your partners.

  • So, can I post my project here and continue to seek funding on my own?

    Let's be clear: you must do it. Neither Capital Cell nor any other crowdfunding portal is going to make the Internet give you money if you don't do anything. This is a portal that will amplify and simplify your search for capital, and allow you to gain customers and allies in the meantime. But you should keep chasing investors wherever you can.

  • How long will it take me to raise all the capital I need?

    That will depend a lot on the success of your proposal... but if your campaign is well done, you will have it done in less than three months.

  • Can I publish a non-profit project?

    If you can't offer a return of profits to your investors, don't. This portal is dedicated to finance companies or future companies that expect to be able to return more money than they have received.

    If you are looking for crowdfunding for a cultural, social or artistic project, there are many very good portals dedicated to it, and no doubt they can offer you more experience and a better service than us. You can consult us if you want, we have many friends in the crowdfunding world :)

  • My business plan is a bit half done... can I send it to you anyway?

    Well, why not. But we'll only get to seriously look at it if you've already done the work; although we'd like to, we can't offer business advice.

  • Can I raise large amounts of money with this system, such as the hundreds of thousands of euros that my company needs?

    Capitalcell.net puts no limit on the amount of money you ask for, and will allow both personally negotiating large investments with private capitalists and "anonymously" adding a multitude of small contributions.

  • With such small shareholdings, won't I be tied to hundreds of partners forever?

    Not necessarily. The investment agreements provide, if desired, for the inclusion of a buy-back clause giving the company a right to purchase all the shares.

    This clause would allow the company (or its founding partners) to exercise a call option on the shares after a predetermined period of time, for a predetermined price. It is the company itself that decides the conditions of this clause; we recommend that you bear in mind that these can greatly affect the attractiveness of the investment offer, so it is not advisable to set conditions that are too favorable to the company. That said, you are completely free to set the conditions that seem best to you.

  • What is the "rescue clause"?

    The redemption clause is another standard clause in investment agreements that the promoter of a project may decide to include. This would give investors the possibility to demand a repurchase of their shares at their original value after a certain period of time. Although this is a risky option for the company, it can make your equity offering a very attractive investment.

    This repurchase could be denied in the event that the operation would decapitalize the company, but in any case, if you decide to include it in the offer, you should take it into account when planning your cash flow.

  • How does the sale and purchase of shares work?

    The standard operation of the sale and purchase of shares in an S.L. is governed by the Capital Companies Act, and we recommend that you read it with a little care. Essentially, the incorporating partners will not be able to freely sell their shares to third parties without offering the company a preferential right of purchase, but to go into detail we recommend that you read the documentation on the matter carefully.

    However, apart from the conditions set out in the legislation, and the repurchase and redemption clauses (see above), there are two other standard clauses that you may decide to include in the investment agreement:

    • Drag-along right: this allows the founders to oblige the investors to sell with them in the event that they receive an offer to buy 100% of the company, provided that a minimum purchase price is assured. In this way, the founders know that they will not be forced to reject a good buyout offer, should the case arise, while at the same time protecting the interests of the investors.
    • Right of accompaniment: in the event that a founding partner receives an offer from a third party to purchase its shares, this clause would give the investors the right to add their shares to the purchase offer, and, in the event that the third party refuses to acquire them, it gives them the right to veto the operation... This clause is intended to prevent investors who have placed their trust in a person to carry out a project from seeing that person leave the company, leaving them behind.
  • Besides showing my project on the portal, doesCapital Cell do anything else to seek funding?

    We will actively advertise your project among private equity networks, business angel associations, investment fund managers, investment banks, public entities that promote entrepreneurship (if there are any left), publications specialized in private investment, social networks, specialized blogs, family offices, civic entities, popular investment cooperatives, unions, and any other entity that in one way or another may be interested in investing in your project.

    In addition, if you decide to send your project to one of the analysts specialized in business financing that collaborate with us, we can find imaginative ways to finance your project: from strategic alliances with future suppliers to synergies with other projects that allow you to reduce the amount to be financed, any solution can be good to bring your project to fruition.

  • Will I be able to contact and negotiate personally with investors?

    No problem. Your project file includes a contact form through which you will receive personal messages (which can only be sent to you by registered users of our site). These messages will contain, among other information, the contact details of the person who writes to you.

    You are completely free to reply to messages or not, and to engage in any kind of personal communication with users who contact you.

  • Can I negotiate different conditions than the standard ones for some investors?

    Yes, although it will depend on each particular case. We recommend that before doing something like this you consult a specialist lawyer. If you wish, we can put you in contact with one.