During its history, all company peut increase your capital. This transformation, which affects the statutes, requires compliance with a precise formalism. Foundation-company-ricard presents you with an exhaustive file describing the steps to follow to realize a capital increase :
- Convene the competent bodies and modify the statutes
- Completing formalities (registration and distribution of a legal notice)
- Compile a file to update the information in the RCS
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Increase in the capital of a company and change of statutes
when modification of the statutes is envisaged within a company, it is imperative to call the competent bodies, that is to say those who have the capacity to rectify the regulations of the company. There capital increase belongs to this type of decisions.
Increase the share capital of a SARL or an EURL
It's at thegeneral meeting of partners to determine whether to proceed with a capital increase of an LLC, it being specified that this operation is only possible if the existing capital is fully paid up. The deliberations must be made according to the following conditions:
- SARL incorporated before August 4, 2005
- Quorum: none
- Majority: partners holding at least 75% of the shares
- SARL incorporated as of August 4, 2005
- Quorum: 25% of the shares on first consultation then 20% on second consultation
- Majority: partners holding at least 66,67% of the shares
However, when the capital increase of the SARL is done by raising the nominal value of the shares, the unanimous agreement of the partners is required. In the opposite direction, when the increase in capital is done by incorporation of profits or reserves, the majority is reduced to 50%.
In addition, it is necessary to refer to the company's articles of association because they can provide for the establishment of a preferential subscription right (DPS) for the benefit of current partners. Moreover, when the new shares are going to be subscribed by a new partner, a special procedure must be respected: the approval procedure.
The general meeting must be convened by the manager. It will determine the amount of the new share capital and modify the statutes of the LLC. Contributions in cash must be paid up by at least 25%, contributions in kind by all (in the latter case, the appointment of a commissioner of contributions is obligatory).
Regarding theEURL, decision tocapital increase depends onsole shareholder. It is therefore he who takes this decision (if it is not the legal representative of the company in which he is a partner, the manager must draw up a preliminary report) and it must be recorded in a special register.
Increase the share capital of an SAS or a SASU
The procedure ofSAS capital increase is more complex and less framed. The law provides that this decision must be taken by the partners, but it does not define either the forms neither conditions required to take it. It is the articles of association that must provide for them: method of convening shareholders, procedures for collective decision-making (in assembly, by correspondence, by videoconference, etc.), conditions for exercising the right to vote, etc.
The law establishes the establishment of a preferential subscription right for the benefit of former shareholders in the event of a capital increase by contributions in cash in order to limit the impact of the financial and legal dilution that they could suffer in the event of non-subscription. The latter have the possibility of renouncing it (in particular if they wish to bring a new shareholder into the capital of the SAS), of exercising it or of selling it. A special procedure must therefore be followed, with the opening and closing of a subscription period.
The presence of a agreement clause about SAS statutes must also be controlled (it is not imposed by law but can be established by a statutory provision).
In addition, the points of vigilance concerning the majority conditions are the same as for SARLs: any decision to increase the capital of an SAS by increasing the nominal amount of the shares can only be taken unanimously by the partners. .
Finally, it is important to note that SAS associates have the option of to delegate their right to vote to one of the partners or to a third party (without him being a partner).
The president or another administrative body may be delegated with attributions such as setting the terms and conditions for issuing shares and the power to decide on capital increases within the framework of an overall ceiling, with the exception of contributions in kind. The decision toincrease the capital of a SASU belongs to the sole shareholder, as for the EURL.
Increase in the capital of a company and steps to take
Many steps to be taken when there is a capital increase. Here they are in detail.
Record the minutes deciding the increase in the company's capital
The deed deciding on the increase in the company's capital (generally the minutes of the general meeting) must be submitted to the tax authorities and listed within one month.
This formality has a cost that varies according to the amount of capital: 375 euros when the capital is less than 225 euros or 000 euros if it is above this limit. However, it is free when the capital increase takes place through the integration of profits, reserves or provisions.
Write and publish a legal announcement of a capital increase
When a company increases its capital, it must notify third parties. To do this, it must write and publish a announcement in a journal of legal announcements (JAL) within one month from the date of the deed attesting to the capital increase.
The capital increase notice must contain the following information (non-exhaustive list, For more information: legal announcement of capital increase of SARL or EURL, legal announcement of capital increase of SAS or SASU):
- Company name,
- Judicial form of society,
- Unique company identification number,
- Amount of the former share capital,
- Registered Address,
- Mention "RCS" followed by the name of the city of the registry where the company is registered,
- Body that decided on the capital increase,
- Amount of new capital,
- Article of the articles of association modified.
Increase in share capital and submission of a file to the CFE
The last step is to compile a file and submit it to the Center de Formalités des Entreprises (CFE) or to the registry of the commercial court. Its content is as follows:
- A copy of the updated statutes dated and authenticated by the legal representative (manager or president),
- A copy of the deed recording the capital increase certified accurate by the legal representative,
- A copy of the certificate of publication in the journal of legal announcements,
- A completed and signed M2 form,
- And a check for payment of commercial court registry fees.
Proceeding with a capital increase, for a company, involves following a certain number of steps, the complexity and price depend on the legal form of the company and its articles of association.
Do you want to increase your capital? Use our partner service: I change my capital!
Also read on the subject of amendments to company statutes:
