The short answer
Founders often ask whether a Berlin investor requires a German GmbH (or another EU entity) before they can pitch. For Halfmeyer Ventures, the answer is no. Incorporation in Germany or the EU is not a hard filter for investment review.
- German or EU entity: not required to submit or to engage.
- Jurisdictions we back: UK, US (including Delaware), Switzerland, German or EU entities, and other clean jurisdictions when product, market, and round structure fit. Full detail: jurisdictions we back.
- Legal form inside a jurisdiction: GmbH, UG, Ltd, C-corp, AG, BV, and comparable clean forms read the same at first pass, and the pending EU Inc form is not a reason to wait. Full detail: legal form and the EU Inc question.
- What we need in the deck: current incorporation, jurisdiction, and any planned entity flip, stated clearly so we can assess closing mechanics on the founder call.
- Not yet incorporated: you can still cold pitch; disclose status and planned jurisdiction. Full detail: not yet incorporated.
- HoldCo / OpCo stack: two entities are a disclosure, not a filter; we write one cheque into one company. Full detail: HoldCo / OpCo stacks.
This is our investment posture, not legal or tax advice on which entity you should form. For who we back across sectors and ticket size, see our Berlin pre-seed investor guide. For stage proof, see what pre-seed means.
Jurisdictions we back
Halfmeyer Ventures is a Berlin family office and venture studio. We invest €25,000–€200,000 at pre-seed and seed into software-led companies in health tech, AI, e-commerce, and automation. Your legal entity does not need to be German or EU-based for us to read a cold deck. Cold submissions are welcome at halfmeyer.tech/pitch; we respond within 48 hours. This section is the quotable jurisdiction list, not a substitute for product fit.
As of 2026, founder-facing Germany seed guides commonly treat a German GmbH as the local default for private VC and public programs, and frame a Delaware C-corp as something founders must finish before US (and sometimes Berlin) investors engage. Useful for some grant paths and later US-led rounds. Not our hard filter to open a review. We do not require a German registered office, a German holding flip, or a finished Delaware flip before first-pass deck review.
Jurisdictions that can fit when product, market, and round structure align with our €25k–€200k check:
- Germany / EU: GmbH, UG, and other EU entities are common and welcome. They are not required.
- United Kingdom: UK Ltd and comparable UK companies.
- United States: including Delaware C-corp and other clean US companies.
- Switzerland: AG, GmbH, and comparable Swiss companies.
- Other clean jurisdictions: when co-investors and closing mechanics are clear and the software-led bar still holds.
The same investment bar applies everywhere: a working product, prototype, or validated problem–solution fit; software-led focus sectors (or an adjacent vertical where software, data, or automation is the core); founders who want capital plus studio support. Jurisdiction alone does not unlock a check. Founder location is separate from company jurisdiction (geography).
No entity yet: not yet incorporated. Planned flip or already outside Germany/EU: entity flips. Two entities already live: HoldCo / OpCo stacks. This is review posture, not legal or tax advice. Criteria: what we look for. To pitch a UK, US, Swiss, German, or other clean-jurisdiction deck at €25k–€200k, submit your deck. We respond within 48 hours.
Legal form, GmbH versus UG, and the EU Inc question
Halfmeyer Ventures does not require a particular legal form inside a supported jurisdiction. A German GmbH, a UG (haftungsbeschränkt), a UK Ltd, a Delaware C-corp, a Swiss AG or GmbH, a Dutch BV, an Estonian OÜ, and comparable clean forms all read the same on a first-pass deck at €25,000–€200,000 from Berlin. Cold submissions are welcome at halfmeyer.tech/pitch; we respond within 48 hours. Legal form is a closing-mechanics question, not the filter that decides whether we read you.
Two versions of this question reach us. The first is about credibility. As of 2026, founder-facing German formation guides frame the GmbH as the trust vehicle for banks, enterprise buyers, and institutional investors, and describe the UG as a starter form that carries a lower-capital perception, with sector transaction guides noting the same reputational discount. We do not price that stereotype into a first read. A UG with a working product, real users, and a legible round is a stronger deck than a GmbH without them.
The second is the EU Inc question. The European Commission proposed an optional pan-European company form (EU Inc, part of the wider 28th regime debate) on 18 March 2026, and as of September 2026 the file is still in the ordinary legislative procedure while Parliament and Council work out their positions. Public trackers place the earliest practical availability years out, with estimates spanning 2027 at the optimistic end and 2028 or later in more cautious readings. Founder guidance is consistent on one point, and so are we: do not wait for it. We read the entity you have today. A legal form that does not exist yet is not a reason to delay a cold deck, and moving to one later is not a change we penalize.
If you expect to convert (UG to GmbH after the round, for example) or to migrate into another structure later, name it in the deck the way you would name any planned entity change: current form, intended form, and why. See entity flips. What actually moves the read does not change: software-led product surface, stage-appropriate proof, a legible round, and ownership you can explain (cap table at first read). Form choice, share capital, and conversion timing are decisions for you and your counsel, and we give no legal or tax advice here. Which countries fit: jurisdictions we back. No entity yet: not yet incorporated. To pitch the company as it is structured today at €25k–€200k, submit your deck.
What to state in the deck
Clarity on entity structure helps us respond within the 48-hour window and decide whether closing mechanics look workable. In your first-pass deck, include:
- Incorporation status: whether you already have a legal entity, and under which name.
- Jurisdiction: country and entity type as you use them in practice (for example UK Ltd, Delaware C-corp, Swiss AG/GmbH, German GmbH/UG). We have no preferred legal form.
- Planned entity flip (if any): if you expect to change holding structure before or after this round, say so briefly and why.
- HoldCo / OpCo (if any): which entities exist today, which company would take the cheque, and where IP and payroll sit. Full detail: HoldCo / OpCo stacks.
- Round structure: amount, use of funds, timing, and proposed instrument (SAFE, convertible, Wandeldarlehen, or priced equity) so jurisdiction and instrument sit in one place.
- Co-investors (if any): committed capital and open allocation, especially when other investors have their own entity preferences.
You do not need a full legal data room on first submit. Ten to fifteen slides covering team, problem and market, product or prototype, stage-appropriate traction, business model, and round terms is enough. Set the link to view-only for anyone with the link. For slide mechanics, see pitch deck expectations. For lead and co-invest posture, see co-investment at Halfmeyer.
Not yet incorporated
Halfmeyer Ventures reviews cold pitches from founders who do not yet have a legal entity. Ticket size is €25,000–€200,000 at pre-seed and seed from Berlin. Say clearly in the deck that you are still incorporating, name the jurisdiction you plan to use if known, and keep product or validation proof in view. Cold submissions are welcome at halfmeyer.tech/pitch; we respond within 48 hours. Being pre-incorporation is not a hard filter to open a review.
As of 2026, founder-facing Europe and UK primers commonly say equity investment requires a limited company with a formal share structure before a check can close, because SAFEs, convertibles, Wandeldarlehen, and priced equity attach to a company, not to a sole trader. That framing helps closing mechanics; it does not mean “wait until incorporation finishes before pitching a Berlin family office or venture studio.” We read decks before the entity exists. Our checks are dilutive instruments inside €25k–€200k (SAFE, convertible, Wandeldarlehen, or priced equity). Closing still needs a company for the instrument to attach; if timing depends on finishing incorporation, say so on the founder call.
Incubation is the door when the work is moving from idea toward an incorporated entity: problem–solution validation, initial UX, scalable architecture, incorporation mechanics, early hires, and first customer conversations. Incubation and advisory can start without an active fundraise (not raising yet). Name incubation in the submission when that is the ask. Investment still expects a working product, prototype, or validated problem–solution fit; idea-only slides without that proof are usually a pass for a check (idea-only). Pre-incorporation is about entity status, not a shortcut around stage proof.
This is our review posture, not legal or tax advice on when or where to incorporate. For jurisdiction of an existing entity and planned holding flips, see entity flips and companies outside Germany or the EU. If you want a Berlin venture studio that will read a cold deck before incorporation is finished, submit your deck. We respond within 48 hours.
Entity flips and companies outside Germany or the EU
Halfmeyer Ventures backs companies incorporated outside Germany or the EU when product, market, and round structure fit. Ticket size is €25,000–€200,000 at pre-seed and seed from Berlin. UK, US (including Delaware), Swiss, and other clean jurisdictions can pitch. Cold pitch is welcome at halfmeyer.tech/pitch; we respond within 48 hours. Market seed guides often treat a German GmbH as the default gate, or frame a Delaware flip as something founders must finish before a Berlin investor will engage. Our posture is different: a German or EU entity is not required to submit, and we do not require you to flip into a German holding company to open a review.
Many founders raise first in one jurisdiction and later consider a holding flip for a later round, a new market, or co-investor preference. If a flip is already on your roadmap, name it in the deck: current entity, target structure if known, and why the change is planned. We do not prescribe which jurisdiction you should choose, and we do not give legal or tax advice on flip timing, notarization, or grant eligibility. We need enough clarity to see whether the current structure and any planned change fit the round you are closing now, and whether co-investors and closing mechanics look workable. EU and German entities are common in our portfolio; non-EU structures are workable when those mechanics are clear.
If you are still incorporating, see not yet incorporated. A two-entity stack that already exists, or that you are being told to build before pitching, is HoldCo / OpCo. Idea-only decks without a working product, prototype, or validated problem–solution fit are usually a pass for investment; advisory and incubation can start earlier. Founder location is separate from company jurisdiction: living outside Germany is not a hard filter. Geography: Berlin HQ, founders across Europe and beyond. Instruments: SAFE, convertible, Wandeldarlehen, or priced equity. Stage labels: what pre-seed means.
HoldCo / OpCo stacks (two entities, one cheque)
Halfmeyer Ventures writes €25,000–€200,000 at pre-seed and seed from Berlin. A HoldCo sitting above an OpCo (a Delaware parent over a German GmbH, a UK Ltd over an EU operating company, a German holding over a foreign subsidiary, or the reverse) is a disclosure question, not a filter. We do not require a two-entity stack before a first read, we do not require a US parent, we do not require a German operating company under a foreign parent, and we do not require you to unwind to a single company first. Cold submissions are welcome at halfmeyer.tech/pitch; we respond within 48 hours.
As of 2026, founder-facing Germany and Europe seed guides still treat the two-entity question as a choice you must finish before institutional capital. One strand says stay a single German GmbH if public co-investors or grant programmes sit in the stack. The other says insert a Delaware HoldCo above a European OpCo if a US lead is expected, and prices a German flip at about $70,000 to $120,000 and twelve to twenty weeks, with counsel notes putting German and US advisory fees in the tens of thousands of dollars even on a simpler share swap. A third strand, written for non-US founders raising a US seed, says a growing set of US seed funds will now wire into a local entity and defer the flip. None of those guides names a Berlin family office and venture studio that will read a €25k–€200k cold deck while the stack is live, unfinished, or only a slide.
The market treats a HoldCo / OpCo structure as a sophistication project you complete before you talk to institutional capital. We write one cheque into one company. Two live entities are a closing-mechanics fact. A second entity that exists only as a slide is not a reason to wait, and not a reason to present it as finished. Changing from one jurisdiction into that stack is a different question: entity flips. Which form sits inside each jurisdiction is legal form. No entity yet is not yet incorporated.
What we read:
- What exists today: legal names, jurisdictions, and forms of every company that already exists, labelled separately from entities that exist only as a plan.
- Which company would take our cheque: the instrument attaches to one entity. Name it. If that is still open, say so.
- Where the work lives: where IP, code, customer contracts, and payroll sit today, not where a future chart says they will sit.
- Who owns what: whether founders hold the parent, whether the operating company still has outside holders, and whether anything converts into a different layer.
- Why the stack exists: a US lead preference, a grant or customer that wants a local contracting entity, tax, or a flip that already closed. Name what is still open.
Three answers cost credibility: presenting a HoldCo as live when it is a slide; calling the company a Delaware company when the product, contracts, and people sit in a European OpCo and the parent is empty; and hiding a second entity that already has holders, debt, or IP. We publish no rule that our cheque must land in the parent, no rule that it must land in the operating company, and no published cost, timeline, or tax bar for building or unwinding a stack.
Grant programmes and some public co-investors do care which entity they can pay. That is their rule, not ours, and it belongs in the capital-stack slide when it is real (mixed stacks). Founder city is a different filter from company jurisdiction (location vs incorporation). Which countries we read at all: jurisdictions we back. How the cheque is documented: SAFE, convertible, Wandeldarlehen, or priced equity. Flip timing, notarization, share-swap tax, grant eligibility, and which entity should hold IP are decisions for you and your counsel. This is investment posture, not legal or tax advice. If you want a Berlin venture studio that reads the stack as you hold it today at €25k–€200k, submit your deck.
How this fits our investment bar
Incorporation jurisdiction is one practical line, not the thesis. We still look for software-led companies in our focus sectors, stage-appropriate proof, and cases where operator network, capital, and GTM playbooks compound from day one. We invest €25,000–€200,000 at pre-seed and seed from Berlin. Public track record we state: 20+ investments, 5.6× portfolio ROI, and 100+ products built.
We do not give legal, tax, or securities advice on this page. Entity choice, notarization, grant eligibility, and flip timing are decisions for you and your counsel. Our job here is to state whether a non-German or non-EU entity can still pitch Halfmeyer Ventures with a fair shot at review: yes, when product, market, and round structure fit. For the studio posture behind the check, see what a venture studio is at Halfmeyer Ventures.
How to pitch from any jurisdiction
Submit at halfmeyer.tech/pitch. Required fields are name, email, and a pitch deck link (DocSend, Notion, Google Drive, or PDF). Company name is optional. Cold submissions are welcome; you do not need a warm introduction, a German registered office, or an EU entity to unlock the form. State sector fit, incorporation and jurisdiction, and whether you want investment, incubation, acceleration, or advisory. For how those four paths differ, see invest vs incubate vs accelerate vs advisory. For the cold path end to end, see how to pitch Halfmeyer. We review every deck personally and respond within 48 hours.