Ordinary capital increase

An ordinary capital increase is carried out once it is determined at what amount the new shares are issued (issue price) and who subscribes to the new shares. The ordinary capital increase represents the standard case among the types of capital increases.

Types of Capital Increase

The capital of a corporation can be increased through an ordinary (OR 650), authorized (OR 651), or conditional (OR 653) capital increase. The ordinary capital increase represents the standard case, while the authorized and conditional capital increases are less common and generally used in public companies. All three types of capital increases require a resolution by the general assembly (GA), the creation of public documents, and a commercial registry application.

Ordinary Capital Increase

An ordinary capital increase is implemented when the issue price and the persons subscribing to the new shares are determined. The increase of the share capital must be mandatorily decided by the GA. The resolution must be publicly documented and must include, among other things, information on the increase and liberation amount, the nominal value, and the number of new shares as well as their issue price. In a second step, the board of directors carries out the capital increase. They are obligated to do this within three months and to account for it in a capital increase report. The capital increase is completed by a corresponding amendment of the statutes and the registration of the statute changes in the commercial register.

Review of the Capital Increase Report

In the case of contributions in kind (cf. Contribution in Kind Establishment) or acquisitions in kind, the capital increase report must be reviewed by an auditor or, in certain cases, by an audit expert for completeness and accuracy. If the contribution to the new share capital is exclusively in cash, no audit confirmation is required. Our lawyers and trustees are happy to assist you with a capital increase. As an authorized audit firm, we can also review your capital increase report. Calculate an online quote or schedule a consultation.

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