Share (registered) capital forms part of the company‘s equity and represents the value of deposits of the owners of the company.
The registered capital is created during the foundation of a company and remains mostly unchanged during its existence. The share capital of the company fulfils a capital guarantee in relation to the company‘s creditors.
The shareholders of these companies are liable for their liabilities only to a limited extent, and therefore, or in cases are not liable, and therefore the statutory regulation imposes on the companies the compulsory creation of a registered capital, sets its minimum amount and also regulates the procedure for the change of the share capital.
Increase in share capital
The decision on the capital increase is done by the General Meeting by a two-thirds majority of all shareholders votes (unless the articles require higher ratio) and must be made in the form of a notarial deed.
The Managing Directs are obliged to submit without undue delay a proposal for the registration of the capital increase in the Commercial Register. The increase of registered capital is effective from the date of entry in the Commercial Register.
Following documents shall be submitted for the change in the Commercial Register:
- Document(s) proving the fulfilment of the deposit obligation.
- Expert opinion of a certified expert on the valuation of non-monetary deposits.
- Documents proving the repayment of non-monetary contributions.
- Notarial deed on the decision of the General Meeting to increase the share capital.
- Declaration of the commitment to increase the deposit or new deposit.
- Auditor's confirmation on the existence of a receivable counting on a deposit of the partner, including a document showing the legal reason of the claim,
- Netting contract claim.
Reduction of share capital
The capital reduction can be caused by the company's economic difficulties, in these cases the capital reduction is used to cover losses. The reason for the reduction may also be the fact that the company does not need the current capital to operate the company and the cash can be paid to shareholders, or the fulfilment of an outstanding deposit may be waived. The company may also be required to reduce the share capital by the need to cope with a vacant share.
The General Meeting decides to reduce the registered capital by a two-thirds majority of all shareholders votes (unless the articles require a higher ratio) and it must be in the form of a notarial deed.
The capital reduction is effective from the date of entry in the Commercial Register.
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