What requirements must be met for a capital increase in a public limited company (AG)?
November 9, 2022 | 30,00 EUR | answered by Chloé Schmitt
Dear corporate lawyer,
My name is Konrad Karpinski and I have a question regarding a capital increase in a joint stock company. The background is as follows: My company, Karpinski AG, is planning a capital increase to be able to make new investments and drive the growth of the company forward.
The current situation is that the share capital of Karpinski AG has already been fully paid in. Now, I am wondering what requirements need to be met for a capital increase to be legally carried out. I am concerned that errors in the execution of the capital increase could potentially have legal consequences.
Therefore, my specific question to you is: What legal requirements must be met for a capital increase in a joint stock company? Are there specific formal steps that need to be followed? What documents need to be created and submitted? And are there any particularities or pitfalls that I should pay special attention to?
Thank you in advance for your support and I look forward to your expert advice.
Sincerely,
Konrad Karpinski
Dear Mr. Karpinski,
Thank you for your inquiry regarding a capital increase for your company, Karpinski AG. A capital increase is an important step for companies to make new investments and drive growth. It is important that this process is carried out correctly from a legal standpoint to avoid potential legal consequences.
There are legal requirements that must be met for a capital increase in a joint-stock company. Firstly, the articles of association of the joint-stock company must allow for a capital increase. This means that the necessary provisions must be set out in the articles of association in order to conduct a capital increase. Additionally, the legal provisions of the Stock Corporation Act must be complied with.
To carry out a capital increase, certain formal steps must be followed. Firstly, a resolution must be passed by the general meeting of the joint-stock company approving the capital increase. This resolution must be properly convened and documented. Furthermore, the new shares must be issued and the increased share capital must be paid in. Relevant documents such as a resolution on the capital increase, the amended articles of association, and a notification of the capital increase must be submitted to the commercial register.
It is important to pay attention to specificities and pitfalls to avoid errors in carrying out the capital increase. For example, you should ensure that the capital increase is in compliance with corporate law provisions and that all necessary documents are properly prepared and submitted. Additionally, you should ensure that the capital increase is communicated correctly to fulfill any information obligations to the shareholders.
I recommend that you consult with an experienced corporate lawyer to assist you in carrying out the capital increase and ensure that all legal requirements are met.
I hope that this information has been helpful. If you have any further questions or need assistance, please feel free to contact me.
Best regards,
Chloé Schmitt
Corporate Lawyer
