Authorized Capital
The authorized capital (Engl. Authorized capital , §§ 202-206 AktG), also Authorized capital , the value or the number of is shares that the shareholders' meeting of joint stock company to carry out a possible capital increase by cash and / or non-cash contributions in advance by 3 / 4- approved majority decision .
backgrounds
In order to carry out a capital increase, it is necessary that the management board of a stock corporation has been authorized by the general meeting with a 3/4 majority of the voting rights present to carry out a capital increase up to a certain point in time (which may be a maximum of 5 years in the future) also determined scope (maximum of 50% of the share capital available at the time of the resolution) or the same general meeting directly resolves a conditional capital increase with the same majority. This authorized capital must also be noted in the commercial register . In addition to the management board, the supervisory board must then also approve a corresponding capital increase.
Partial exercise and, accordingly, multiple use of the authorized capital is possible provided the maximum authorized absolute amount is not exceeded. It is quite possible that several items of Authorized Capital appear in the articles of association of a company over time , which have been approved at different times, have different terms and / or are equipped differently (only allowing cash or non-cash contributions or both).
If a capital increase is carried out later, the amount of the authorized capital is reduced by the amount exercised, while the company's share capital increases by the same amount.
The precise information on the type and scope of the authorized capital can typically be found in the articles of association of the respective listed company.
Authorized capital at the GmbH
The law on the modernization of GmbH law and the fight against abuse (MoMiG), which came into force on November 1, 2008, included § 55a in the GmbH law. This means that the authorized capital can also be used for the GmbH. Unless otherwise required by GmbH law, the provisions of stock corporation law apply accordingly to the GmbH.
Delimitation of the conditional capital
Unlike the authorized capital , the conditional capital is specifically intended for convertible bonds and stock option programs.
See also
Web links
- § 182 ff. Of the Stock Corporation Act - conditional capital increase (Germany)
Individual evidence
- ↑ Dirk Jannott Jürgen Frodermann Günter Henn: Handbuch des Aktienrechts , CF Müller Wirtschaftsrecht, 2008, 8th edition, ISBN 978-3811440210 , p. 226 ff
