A limited liability company (EURL) has the possibility to increase its social capital after its creation. A gait special must then be followed. here are the steps et steps to be carried out in order to carry out a capital increase in EURL :
- Make a capital increase decision
- Save the capital increase minutes
- Modify company statutes
- Publish a legal notice
- Submit a file to the Chamber of Trades or to the registry of the commercial court
em> concluded between [Name of transferor] and the company and after hearing the contributions auditor [name], decides to accept the contribution in kind of [Nature of contribution] rated at [Contribution amount] euros, to bring it from [Amount of former share capital] euros to [Amount of new share capital] euros.
The minutes of the decisions must also include the mention relating to the subscription by the sole shareholder of the new shares created by the contribution.
Article summary
ToggleIncrease the share capital of an EURL: procedures to follow
Deciding on a capital increase of an EURL
In this case, it is the sole shareholder who takes decision and who records it in a report. The way in which he will mention the capital increase will depend on the nature of the contribution: in cash ou in nature.
Increase the share capital of an EURL with a cash contribution
When it comes to a cash contribution, there are two ways to operate the capital increase: in a single decision or in two decisions (the sole shareholder sets the amount of the capital increase and gives the manager the power to carry it out). Here is an example of a resolution to increase the share capital of an EURL by creating new shares with a contribution in cash in a single meeting:
Decision number [number] - Increase in capital
The sole shareholder, having found that the share capital was fully paid up, decides to increase the capital by an amount of [Amount of capital increase] euros, to bring it from [Amount of former share capital] euros to [Amount of new share capital] euros, by creating new units, to be subscribed and paid up in cash.
The new shares will be subject to all statutory provisions, assimilated to the old shares and will enjoy the same rights, from the [date].
It is also possible to increase the capital by raising the par value of the shares. In this case, the following statement must be inserted:
Decision number [number] - Increase in capital
The sole shareholder, having found that the share capital was fully paid up, decides to increase the capital by an amount of [Amount of capital increase] euros, to bring it from [Amount of former share capital] euros to [Amount of new share capital] euros, by increasing the nominal value of the [Number of shares forming the capital] shares, of [Old face value] euros to [New face value] euros each.
The decision to subscribe to the capital increase by the sole shareholder looks like this:
Decision number [number] – Subscription to the capital increase
The sole shareholder notes that the [Number of shares issued] new shares issued at the price of [Amount] euros, making up the capital increase of [Amount of capital increase] euros were subscribed in full by himself, by means of a cash payment of [Amount paid] euros, here [Amount paid] euros.
If the capital increase is financed by a deduction from reserves, the following statement must be inserted:
[…] by incorporation of an identical sum deducted from the item [Reserve position concerned].
Increase the share capital of an EURL with a contribution in kind
When it comes to a contribution in kind, a intervention of a contribution auditor is mandatory, unless the sole shareholder decides to do without this service and that:
- No contribution is worth more than 30 euros,
- The value of all contributions in kind does not represent more than half of the capital.
This professional may be appointed by the sole shareholder or by the President of the Commercial Court, at the request of the interested party. He will be responsible for evaluating the contribution. If the sole shareholder retains a value different from that proposed by the statutory auditor, he will be personally liable for five years towards third parties for the value assigned. In addition, the manager must draw up a contribution contract.
The sole shareholder's minutes of decisions must then include the following information:
Decision number [number] – Approval of contribution
The sole shareholder, having heard the reading of the Contribution Agreement dated [dated] concluded between [Name of transferor] and the company and having heard the contributions auditor [name], decides to accept the contribution in kind of [Nature of contribution] rated at euros, divided into [Number of shares] shares of [Par value of one share] euros each. »
These changes must also be registered with the registration center of the business tax department on which the company depends.
Implementation of the capital increase of an EURL
When the sole shareholder of an EURL decides to increase the share capital, he must:
- Establish a auditor's report or manager as the case may be,
- Take a sole shareholder's decision of the EURL,
- Register the minutes of the EURL capital increase,
- Modify the EURL statutes.
The registration of these documents with the registration center of the business tax service on which the company depends is necessary for the capital increase to be effective.
Procedure to follow for the capital increase of an EURL
When'sole shareholder of an EURL decides to increase the share capital, various steps are to be followed:
- Establish a auditor's report or manager as the case may be,
- Take a decision of the sole shareholder of the EURL,
- Register the minutes of the EURL capital increase,
- Modify the EURL statutes.
The registration of these documents with the registration center of the business tax service on which the company depends is required for the capital increase to be effective.
The sole shareholder increased the share capital by [Amount of capital increase] euros. It is divided into [New number of shares] shares of [nominal value of a share] euros each, which are numbered from 1 to [new number of shares] and released [Release Mode: Full or 1/5] of the nominal amount and allocated to the sole shareholder. The sole shareholder expressly declares that these shares have been subscribed in full and paid up [Percentage of capital release] of the nominal.
Please note: : in the event of a capital increase by contribution in kind, full payment must be made.
In the event that a delegation of power is provided for to carry out the formalities, the sole shareholder delegates all powers to the person carrying a copy or an extract hereof, to carry out all the necessary legal steps, in accordance with the decision no. [number].
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Complete the formalities to increase the capital of an EURL
Publish a capital increase notice
All capital increase of a commercial company requires that third parties be informed by means of a specific announcement published in a specialized journal (a journal of legal announcements). The publication of this announcement must take place in the month following the decision to increase capital in a newspaper which covers the department of the EURL's head office.
Here are two models of legal capital increase announcement:
Capital increase by increasing the nominal value
Company name: [Corporate name]
Form : [EURL]
The head office : [Location of registered office]
Share capital: [Amount of former share capital] euros
Siren number [Siren number] RCS [City]
Following the decisions taken by the sole shareholder the [Date of decision], it was decided to increase the amount of share capital by [Former share capital] euros to [New share capital] euros by increasing the nominal value of the shares. The articles [Numbers] articles of association have been amended accordingly.
Amendment to the Trade and Companies Register of [city].
For notice and mention.
Capital increase by increasing the number of shares
Company name: [Corporate name]
Form : [EURL]
The head office : [Location of registered office]
Share capital: [Amount of former share capital] euros
Siren number [Siren number] RCS [City]
Following the decisions taken by the sole shareholder the [Date of decision], it was decided to increase the amount of share capital by [Former share capital] euros to [New share capital] euros by issuing [Number of new shares] shares, each with a par value of [Nominal value of a new share]. The articles [Numbers] articles of association have been amended accordingly.
Amendment to the Trade and Companies Register of [City].
For notice and mention.
For more information : EURL capital increase notification template.
Submit a file to the registry of the commercial court
It's the last formal step of the EURL capital increase. In order for the new mentions to be taken into account on the Kbis extract of the EURL (and therefore in the trade and companies register where it is registered), a complete file must be compiled and submitted to the Business formalities center (CFE) or at the registry of the commercial court. The file can also be sent online. It should contain the following parts:
- A copy of the minutes of decisions of the sole registered shareholder noting the completion of the capital increase;
- A copy of EURL statutes updated and certified by the manager;
- A copy of the certificate of publication in a newspaper of legal announcements;
- A completed and signed M2 form; A check to settle the formalities (to the order of the commercial court registry).
Increasing the share capital of an EURL requires compliance with legal formalism. This is even more true for SARL. You have to proceed in stages and this causes a cost important.