Carry out a capital increase quickly and easily, including automatic generation of notices and minutes, sending and signing, automatic updating of the articles of association and the shareholder book and submission to the Brønnøysund registries directly from the platform.
A capital increase is normally decided by the general meeting
The decision to increase the company’s share capital is taken by the general meeting with a majority as for an amendment to the articles of association , i.e. normally at least 2/3 of both the votes present and the share capital present at the general meeting.
Additional requirements for capital increase when converting debt or when making a deposit in kind
If the capital increase takes place against the conversion of debt or as a contribution in kind, the company’s board must prepare an account of the conversion of debt or contribution in kind, respectively. The statement must be confirmed by the auditor.
Capital increases according to the Companies Act can only take place against named persons
In contrast to what applies to public limited companies, a capital increase for limited companies can only take place against the shareholders or specific named persons (including companies). For capital increases against other than existing shareholders, this means that there must be a list of who can subscribe for the shares at the latest at the time of decision.
The list of named persons may to this extent include persons who have not finally confirmed that they will sign, but it is not normally desirable to operate with the type of lists of potential signatories in the company documentation .
Where it is not yet clear who will sign up, the requirement for named persons is often handled by first entering into an agreement-based arrangement with people that they will sign up (for example through so-called order forms or application forms). When the company has secured the necessary capital, the company legal process is carried out against the underwriters who have now been identified.
This is what you do
4 – Obtain confirmation of share deposit
5 – Generate coordinated register message
6 – Update the shareholder register
Good to know
- The platform supports all forms of share deposits, i.e. cash deposit, conversion of debt and deposit in kind
- You can easily tick the box so that the funds from a cash deposit can be used before the capital increase is registered in the Brønnøysund registers if you wish.
- Accounts for conversion of debts or for deposits in kind must currently made separately and uploaded in accordance with the process
- The platform supports the issuance of shares in all share classes
- The articles of association and the shareholder book are updated automatically
The decision to increase capital must be registered on the dCompany platform (shareholder book and transaction log) and in the Brønnøysund registers.
The capital increase must be sent to the Brønnøysund registers no later than three months after the end of the subscription period in order for it not to lapse. In order to register the capital increase, there must be confirmation of paid-in capital from an auditor, accountant, lawyer or bank. For capital increases by conversion of debt or by contributions in kind, confirmation of the contribution must be given by the auditor and the statement(s) and the auditor’s confirmation of this/these must also be attached.
The shareholder book must normally only be updated when the capital increase has been registered in the Brønnøysund registers. If those who subscribe for shares have received shareholder rights at an earlier time than this, the share owner’s book must, however, be updated from the same time (for example from the subscription).
Fantastic product with great utility. Carried out a share split quickly and easily. The digital shareholder book is very useful for me vis-à-vis all the portfolio companies.
Erik Rian Johannessen