Capital cut
As a capital reduction of are the shareholders 'resolution of a corporation and the resolution of the shareholders' meeting a GmbH refer to operations where a nominal capital reduction with an effective capital increase is connected. In practice, a capital increase against contributions (effective capital increase) is often only attractive because, without prior correction of the share capital (nominal capital reduction), the fresh capital would be tied up to cover previous losses.
example
X-AG has a share capital of € 100,000, assets of € 150,000, retained earnings of € 25,000 and liabilities of € 100,000. So the balance looks like this:
| assets | liabilities |
|---|---|
| € 150,000 | Share capital (Section 266 III AI HGB) = € 100,000 |
| Revenue reserves (Section 266 III A.III. HGB) = € 25,000 | |
| Annual deficit (Section 266 III AV HGB) = € -75,000 | |
| Liabilities (Section 266 III C. HGB) = € 100,000 |
If the share capital were to be increased by € 50,000, this fresh asset would be required in full to settle the annual deficit; the new shareholders would be burdened with the old liabilities. By contrast, the capital cut first reduces the share capital and releases the revenue reserves in order to be able to transfer the amount required to compensate for the shortfall to the AV item. Then the balance is as follows:
| assets | liabilities |
|---|---|
| € 150,000 | Share capital (Section 266 III AI HGB) = € 50,000 |
| Revenue reserves (Section 266 III A.III. HGB) = € 0 | |
| Annual deficit (Section 266 III AV HGB) = € 0 | |
| Liabilities (Section 266 III C. HGB) = € 100,000 |
The shortfall has been adjusted and the share capital has been reduced. If there is now a capital increase of € 50,000, the share capital will be reduced to the previous amount. This capital increase is now attractive for new shareholders because the balance sheet is no longer burdened with losses. In addition, a share capital of € 100,000 binds fewer assets than one of € 150,000 that would have arisen without a prior reduction.
See also
Individual evidence
- ↑ Dominik Rieder: The complete cut of capital - capital reduction to zero with capital increase . Dike, Zurich / St. Gallen 2016, ISBN 978-3-03751-786-4 .
- ^ Oechsler in: Bruno Kropff , Johannes Semler (Ed.): Munich Commentary on the Stock Corporation Act. Volume 7: §§ 222 - 277. 2nd edition. Beck, Munich 2001, ISBN 3-406-45507-7 , § 229 Rn. 5.