As a minimum, a resolution to increase the company’s share capital must always state
- the amount by which the share capital is to be increased, or specify upper and lower limits for such an increase
- the nominal value of the shares
- the amount to be paid for each share
- who is entitled to subscribe for the new shares.
In addition, it must specify information about the subscription deadline, settlement, dividend right and expenses. If the share capital contribution is to be settled by offsetting or by using non-cash assets, the decision must include information about this. If you need more information, please take a look at the Limited Liability Companies Act.
The amount of the share capital and the value are always set out in the company’s articles of association. Hence, a capital increase can only be decided by the general meeting amending the articles of association.
If the capital increase takes the form of a bonus issue, the resolution must, as a minimum, state the amount by which the share capital is to be increased and whether the increase shall take place through raising the nominal value or through issuing new shares.
If it is to be possible to settle the share capital contribution by offsetting (debt conversion) or using other non-cash assets, a special statement shall be prepared in this connection. The statement shall be signed by the entire board and confirmed by the auditor. The timing of the valuation can be no earlier than four weeks prior to the general meeting’s resolution.