Cap Table Software for European Startups: Why EMI, VSOP, and BSPCE Aren't the Same Problem

There isn't one cap table tool built for "Europe" the way Carta is built for Delaware, because Europe isn't one jurisdiction. A UK EMI option, a German VSOP, and a French BSPCE are three legally distinct instruments with different eligibility rules, different tax treatment, and no shared paperwork. Ledgy comes closest to a Europe-native platform and models all three; Carta and most US-built tools handle a Delaware-style cap table well and treat everything else as an edge case. Whichever tool you pick, budget for local counsel on the instrument-specific documents — no cap table platform replaces that.

Search "cap table software for European startups" and the results are the same generic listicles that rank for every cap table query: Carta, Pulley, Cake, Eqvista, ranked by seat count and feature checklist. None explain the thing that actually determines whether a tool works for you — a founder running entities in London, Berlin, and Paris isn't managing one equity structure with three currencies. They're managing three different legal instruments that happen to sit on the same spreadsheet.

Three countries, three instruments — not one ESOP with local flavor

US-built tools treat "stock options" as a single concept with regional variations. In Europe, the instruments themselves are different by statute, not just by template.

UK: EMI options, and they just got more room to grow. The Enterprise Management Incentive scheme is the default for UK startups because it's tax-advantaged for both company and employee — no income tax or National Insurance on grant, capital gains treatment on exit. From 6 April 2026, the rules got more generous: the company-wide limit rises from £3 million to £6 million, the gross assets test from £30 million to £120 million, and the employee headcount ceiling from 250 to 500. The exercise window extends from 10 to 15 years; the individual limit per employee stays at £250,000. Eligibility requires the employee to work at least 25 hours a week, or 75% of their working time, for the company — a real-shares option, tracked on the cap table like any other pool.

Germany: VSOPs, because notarizing a GmbH share transfer is expensive and slow. German startups default to virtual stock option plans, not because German law forbids real employee shares, but because every transfer of GmbH shares — including issuing them to a new employee — requires a notary appointment and a filing to the commercial register. A VSOP sidesteps that: no shares change hands, no notary, no register filing. It's a contractual right to a cash payment on exit, sized to mirror what a real option would have paid. That's operationally simple but legally nothing like an EMI option — no share class, no cap table entry, just a liability the company owes if an exit happens.

France: BSPCE, gated by company age and ownership structure. Bons de Souscription de Parts de Créateur d'Entreprise are warrants specific to French law, available only to companies incorporated no more than 15 years ago, subject to French corporate tax, and at least 25% owned by individuals rather than other corporate entities. The tax treatment rewards patience: hold shares at least three years after exercise and gains are taxed at a flat 30%; exit sooner and the rate jumps to 47.2%. None of that maps onto EMI or VSOP — it's its own eligibility test, its own holding-period clock, its own form.

A cap table tool that treats all three as "stock options, localized" will get the shape of the grant right and the substance wrong. An EMI grant is real equity with UK tax advantages baked into the scheme rules. A VSOP is not equity at all. A BSPCE only exists for companies under 15 years old with a specific ownership composition. Modeling one correctly doesn't tell you anything about the other two.

Where Carta and the US-first tools actually stop

Carta operates in the UK and can administer EMI grants at a basic level, but its depth on the instrument mechanics — HMRC valuation agreements, the 2026 threshold changes, the notification workflow currently required until it's phased out in April 2027 — is a secondary market for a tool whose product logic still centers on Delaware, 409A, and ASC 718. Move one entity to Germany or France and Carta has no native concept of a VSOP's non-equity structure or a BSPCE's eligibility test. You end up tracking those grants in a side spreadsheet anyway — the whole reason you bought cap table software in the first place.

We've written the general version of this gap for founders outside the US entirely: the best Carta alternative for global founders covers the same pattern — a tool built for one legal system, sold as if it were global.

Where Ledgy earns its reputation — and who it's actually built for

Ledgy is the one platform here designed around multi-jurisdiction European equity from the start: EMI, VSOP, BSPCE, and other local schemes modeled natively, GDPR-compliant data handling, and IFRS 2 / ASC 718 / UK GAAP reporting in the same product. If your company already runs entities across the UK, Germany, and France with real headcount in each, Ledgy is a legitimate, purpose-built choice.

The catch is stage and scope. Ledgy is positioned and sold for growth-stage and enterprise cap tables — the multi-entity complexity that shows up after Series A or B, with a sales-led process to match. A two-founder team in London with a handful of EMI grants and a first SAFE isn't the customer its product or pricing is built around. Cake Equity, covered separately, reaches into the UK but doesn't extend to VSOP or BSPCE mechanics — see where Cake stops outside the US, UK, and Australia. Vestd, UK-only, is the cheapest self-serve option for EMI and growth shares, but has no concept of a German or French entity at all.

Where Govy fits — and where it honestly doesn't yet

Govy's cap table runs on an event-sourced ledger that holds multiple entities and multiple instrument types — stock options, RSUs, SARs, and phantom shares — under one login. Phantom shares are the same mechanical shape as a German VSOP: a contractual claim to a payout tied to a share price, without an actual share changing hands. The economics of a virtual plan are modelable on Govy today, alongside a UK entity's real option grants, on the same ownership view.

Govy's legal template pack includes jurisdiction-aware documents for the UK — founders agreement, NDA, SAFE, and board/shareholder resolutions — flowing directly into Govy's built-in e-sign. That's real coverage for a UK entity's paperwork, not just cap table tracking.

To be direct about the boundary: Govy doesn't generate EMI-specific option agreements, German VSOP contracts, or French BSPCE warrants today. Jurisdiction-aware ESOP grant agreements are shipped for US/Delaware and Saudi Arabia; Germany and France aren't in the legal template pack at all yet. If you're issuing a VSOP in Berlin or a BSPCE in Paris, that document still needs local counsel — same as it would with Ledgy or Carta. What Govy adds around that gap is the fundraising CRM, a tracked data room serving files from your own Google Drive, and shareholder governance in the same login as the cap table.

The honest shortlist

If you're UK-only with a straightforward EMI scheme, Vestd or Cake will likely serve you well for less than a multi-jurisdiction platform. If you're already running entities across the UK, Germany, and France with headcount and equity in each, Ledgy's depth is worth its enterprise positioning. If you're earlier than that — one or two entities, your first EMI grants or SAFE, a fundraising pipeline and data room currently running out of spreadsheets and email — that's the gap Govy is built for: one ledger across entities and instrument types, honest about which jurisdictions have full legal-document coverage today and which still need your lawyer.

See how Govy's cap table, governance, and legal template pack handle a multi-entity European structure at govy.tech.

FAQ

What's the best cap table software for European startups?

There isn't one answer, because "European startup" isn't one legal system. Ledgy is the closest thing to a Europe-native platform and covers UK, German, and French instrument types in one place, but it's built and priced for growth-stage and enterprise cap tables, not a seed-stage team issuing its first option grants. Carta and most US-built tools handle a Delaware-style structure well and UK, German, or French instruments poorly or not at all. The right tool depends on how many of those jurisdictions you actually operate in today, not the ones you might expand into.

Does Carta support UK EMI options?

Carta operates in the UK and can administer EMI grants, but its depth on EMI-specific mechanics — HMRC valuation agreements, the 2026 limit changes, the notification workflow — is thinner than a UK-native tool like Vestd. For a UK-only company, that gap is usually manageable. For a company also running a German VSOP or a French BSPCE alongside the UK entity, Carta doesn't model any of those instrument types natively.

What's the difference between a UK EMI option and a German VSOP?

An EMI option is a real option over real shares, tax-advantaged under UK law, with limits on company size, employee hours, and grant value. A VSOP is virtual — no shares change hands, no cap table entry, no notary. It's a contractual right to a cash payment on exit, sized to track what a real option would have paid out. German startups default to VSOPs mainly because notarizing a GmbH share transfer requires a notary appointment and a commercial register filing every time someone joins, leaves, or adjusts their stake — not because German law forbids real options.

Do I need a lawyer in every country where I grant equity?

For the instrument-specific paperwork, yes. An EMI option agreement, a VSOP contract, and a BSPCE warrant are governed by different statutes with different eligibility rules, and no cap table software — including Govy — replaces the judgment call of getting each one drafted correctly for that jurisdiction. What software should replace is everything downstream of that: tracking who holds what, modeling dilution, running the shareholder vote, keeping the data room current.

Can one cap table platform show equity across UK, German, and French entities together?

Some can model it, fewer can generate compliant paperwork for all three natively. Ledgy is built specifically to do both. Most other platforms, including Govy today, can track and model multi-entity, multi-instrument ownership on one ledger, but only generate jurisdiction-specific legal documents for a subset of markets — so confirm which piece you actually need before assuming a single tool covers the full stack.