Share capital
Capital is in Germany in corporate law organized corporations by the shareholders applied equity .
The share capital of a stock corporation, broken down into shares, is known as share capital .
General
Corporations, in which the subscribed capital is called share capital, are the stock corporation (AG), the limited partnership on shares (KGaA) and the European company (SE). Only in the case of a limited liability company (GmbH) is there not talk of share capital but of share capital . In all capital are emitted (outputted) stem and preference shares detected.
Legal bases
The share capital is divided into shares ( Section 1 (2 ) AktG ), the amount to be stated in the Articles of Association ( Section 23 (3) No. 3 AktG) and must have a nominal value in euros ( Section 6 AktG). The minimum nominal amount of the share capital is 50,000 euros ( Section 7 AktG), in the case of the SE it is 120,000 euros. The proportion of the share capital is determined by the ratio of the nominal amount of the shares to the share capital. In contrast to this, no-par shares have no nominal value, but rather hold an equal share in the share capital. Even in the case of no- par shares, the arithmetical proportional amount of the share in the share capital must not fall below EUR 1 ( Section 8 (3) sentence 3 AktG).
Deposit
Share capital is paid in for the first time when the company is founded or later in the case of capital increases by the shareholders . You have the choice between the usual cash contribution , the rarer contribution in kind or the takeover of goods . While the cash contribution does not need to be mentioned in the articles of association as a rule, the type and scope of the contribution in kind and the acquisition of assets must be described in detail in the articles of association ( Section 27 (1) AktG). Apart from the case of authorized capital , the share capital can only be changed by amending the articles of association, namely by increasing or decreasing capital . An under-par issue (by issuing shares with a discount ) is prohibited in order to preserve the share capital ( Section 9 (1) AktG), however , an over- par issue with a premium is permissible (Section 9 (2) AktG); the premium is to be allocated to the capital reserve ( Section 272 (2) no. 1 HGB ). In addition to the preservation of the share capital provided that the balance of the shareholders must be fully paid (except principal outstanding ) and the shareholders not repaid ( § 57 para 1 AktG.) Nor adopted may be ( § 66 AktG). If shareholders sell their shares, the share capital remains unchanged, since a new buyer becomes a shareholder in the event of a sale and therefore only the partners (shareholders) change; however, the share capital remains unaffected.
Accounting
The share capital - referred to in the balance sheet as “subscribed capital” - is part of the company's equity ( Section 152 (1) AktG, Section 266 (3) AI HGB, Section 272 HGB). For reasons of balance sheet clarity and balance sheet truth , the legislator has decided to break down the entire equity capital of corporations into its components. According to Section 266 (3) A HGB, the entire equity consists of
- subscribed capital (= share capital; AI),
- Capital reserves (A II),
- Revenue reserves (A III),
- Profit or loss carried forward (A IV) and
- Annual surplus or deficit (AV).
The companies are accordingly obliged to take these sub-items into account in their accounting .
Delimitations
The share capital is not to be confused with the market capitalization , which reflects the current market value of all shares issued at a company's stock market price. It is also not to be confused with equity, which in particular also includes the balance sheet reserves.
Austria
The company assets of an AG are called share capital or "nominal". In Austria it amounts to at least 70,000 euros and is divided into shares. The share capital is raised by taking over the shares by the founder (s). There are par value shares and no- par shares ( quota shares ). Par value shares are made out to a specific par value. The minimum nominal amount of a share is one euro. Higher nominal amounts must be in full euros. The shares may not be issued for an amount less than the nominal amount. No-par shares represent an arithmetical share in the share capital. This does not have to correspond to a smooth euro value.
Switzerland
In Swiss company law, the share capital of a joint stock company is divided into share capital and participation capital. The former is the sum of the nominal values of all shares issued, including the voting shares. The participation capital is the sum of all nominal values of all issued participation certificates, a type of non-voting shares.
Individual evidence
- ↑ EC Regulation No. 2157/2001, Title I, Art. 4, Paragraph 2 and Paragraph 3
- ↑ Jürgen Frodermann / Sebastian Becker / Dirk Jannott (eds.), Handbuch des Aktienrechts , 2009, p. 149.
- ↑ Jürgen Frodermann / Sebastian Becker / Dirk Jannott (eds.), Handbuch des Aktienrechts , 2009, p. 142.
