Any business enterprise that increases its public capital must accomplish various procedures. Some take place within the company. Others, on the other hand, must be carried out vis-à-vis specific bodies (tax administration, newspaper of legal announcements and registry of the commercial court). Foundation-company-ricard describes to you, in this file, all the internal procedures et external to be performed in the event of strengthening of public capital. In addition, a summary is provided at the end of the document, in the form of summary table.
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Formalities to be completed in the company to increase its capital
There are two ways to raise capital of a company: increase the number outstanding securities or increase face value securities already issued. It is important to emphasize that the full release existing capital is a necessary condition for carrying out a capital increase by contribution in cash.
Ordinances of the partners and drafting of one or more deeds
A company that decides toincrease your capital must take two decisions different:
- The first concerning the capital increase and laying down the terms of the operation (amount, deadline, etc.),
- The second confirming the capital increase and its definitive production.
Each is transcribed in a acts named minutes of the extraordinary general meeting (SAS/SARL/SA) or minutes of the sole shareholder's decision (SASU or EURL).
It's'competent body who makes these two decisions, under the conditions defined by the Legislation or statutes, depending on the multi-personal legal form:
| Features | Capital increase in SARL | Capital increase in SAS |
|---|---|---|
| Legislative body | Community of partners | Community of partners |
| Form of consultation | Extraordinary General Assembly (AGE) | Provided for in the statutes: in EGM, remotely, by private or notarized deed |
| Quorum | 1/4 of the shares on 1st consultation then 1/5 on 2nd consultation | Provided in the statutes |
| Majority | Partners representing at least 2/3 of the capital Unanimity in the event of an increase in the nominal value of the shares |
Provided in the statutes Unanimity in the event of an increase in the nominal amount of the shares |
Compliance with certain provisions governing the sale of securities
Many clauses et provisions may surround changes in corporate capital. They must be observed so that the increase is valid. They mainly consist of:
- THEapproval (authorization granted by the partners in office to newcomers),
- Le preferential subscription right (protection of former shareholders in order to avoid a dilution of their participation).
| Observance of procedure | SARL | SAS |
|---|---|---|
| Approval | Mandatory (entry from a third party) | Only if the articles of association provide for it |
| Preferential subscription right | Only if the articles of association provide for it | Mandatory |
Appointment of a contribution commissioner and release of contributions
When'increase in capital is carried out by contributions in kind, commissioner of contributions is obligatory. Appointed unanimously by the partners (or by the president of the commercial court in the event of disagreement), he must assess goods brought.
Its mandate ends with the submission of a report. The partners then have two options: take into account the value determined by the CAA or retain a different valuation. In the latter case, he risks penalties, especially if there is overvaluation.
There are exceptions to the establishment of a contribution auditor:
| SARL | SAS | |
|---|---|---|
| Exemption conditions | No contribution in kind is worth more than €30 and all contributions in kind do not represent more than 000% of the capital | Contribution of certain securities and/or assets already valued by a CAA within the last 6 months |
Change in the company's articles of association following a capital increase
The steps to undertake internal are linked to theadaptation of the statutes of the society.
Once the responsible body has confirmed the final success of the capital increase, the legal representative of the company must amend the articles of association. It is possible to entrust this task to a third party (a lawyer or an accountant for example).
Two points must generally be added: the one that lists the contributions and the one that determines the amount of the share capital.
Procedures to follow so that the modified capital appears on the Kbis extract
Three steps must be reviewed by the company: have the minutes recorded, publish a legal notice and file an application for amending registration in the trade and companies register.
Registration of the minute of the capital increase
Entering the agreement and the current capital must be registered. This formality is ensured by the tax authorities. The legal representative of the firm must turn to the business tax service (SIE) to accomplish it.
Registration is paid $375 (capital < €225) or $500 (share capital > €225). He is free whether the capital comes from the company's profits, reserves or provisions.
Publication of a legal notice in a duly authorized newspaper
Once the final amount has been decided, the report must be sent to third parties. For this, you have to write a legal announcement of capital increase. The action must be done withina month with a specialized press organ. A certificate of publication will be delivered to the company by the latter.
The ad should include a number of mandatory data, such as :
- The identity of the company (legal form, name, address, capital, SIREN number, etc.),
- The amount of the initial capital, the name of the body which decided on the increase and the amount of the new share capital.
Request for updating data on the legal register
Finally, a specific document should be completed and an application foramending registration in the trade and companies register (RCS). The file should include vouchers :
- The revised statutes (1 copy),
- Minutes of general meetings (1 copy),
- The "M2" form signed and completed,
- The certificate of the publication of the legal announcement (1 copy),
- A check payable to the commercial court registry.
Once the file is complete, the registry of the commercial court amended the information contained in the RCS. A updated version of the Kbis extract will then be produced for the company.
Summary of the steps to be taken during a capital increase
Here's a very pinboard , promising abstract the 10 steps: by increase in capital :
| Order | Measured | Brief explanation |
| 1 | Decide of the increase | The partners decide, collectively, to increase the amount of capital. They define the outline of the operation. |
| 2 | Open a registration period | The partners of SAS or those of SARL (if the statutes allow it), can register in priority for the capital increase thanks to the DPS. |
| 3 | Appoint Commissioner | From the 1st euro contributed in kind (SAS) or in the event of significant contributions in kind (SARL), the partners unanimously appoint a CAA. |
| 4 | Homologate the new partners | When a third party enters the capital of a SARL, the partners present must approve it. The statutes of SAS may provide for this procedure. |
| 5 | Provide contributions | Deposit of funds (contributions in cash) and supply of goods (contributions in kind) for the benefit of the company |
| 6 | Recognize increasing | The partners recognize the amount and the definitive nature of the increase in the capital of their company. |
| 7 | Edit the statutes of the company | The legal representative of the company rectifies the clauses of the articles of association concerned by the transformation of the capital. |
| 8 | diffuser a legal announcement | The company drafts and sends a capital increase notice to a legal announcements journal (JAL). |
| 9 | Fill an M2 form (Cerfa 11682) | The company or the person of its choice completes, dates and signs a declaration of modification. |
| 10 | deposit a file at the registry | A file is compiled and sent to the registry of the commercial court. He updates the RCS and sends a new Kbis extract. |
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