No-par share

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The individual share is in stock trading and securities law 1 equity without (nominal) nominal value , the unit in pieces on the share capital of a corporation or partnership limited by shares is specified. The opposite is the par value share .

General

No-par-value shares also have a (arithmetical) nominal value, which results from dividing the share capital by the number of shares. The share capital is shown in the balance sheet as a nominal amount, divided into the total number of shares.

The introduction of no-par shares in Germany can be traced back to an article by Wolfgang Stützel and Günther Jahr from 1963, even if the idea of ​​no-par shares in Germany had already arisen in 1924.

species

A distinction is made between real no-par shares and fake no-par shares . Genuine no-par shares have a nominal value neither in the articles of association nor on the share certificate issued. With them, the nominal value system is abandoned, the balance sheet no longer shows fixed capital stock. It is replaced by the variable balance sheet item “issue proceeds”. Fake no-par shares have a dependency of the fixed share capital on the number of shares; the issue of new shares requires a proportional increase in the share capital. Real no-par shares have existed in the United States since 1912, Canada since 1918 and Japan since 1950. Fake no-par shares occur in Belgium , Luxembourg and Liechtenstein as quota shares . They have not circulated because here at every issue of new shares must be fed all the shares and replaced.

Legal issues

Section 8 (1 ) AktG stipulates that shares may be issued as par value shares orno-par shares. This legal norm goes back to the "Law on the Admission of No-par Shares" of March 25, 1998. A decisive motivation for the introduction of the no-par share was the upcoming changeover to the euro . Since the conversion of national currencies to the equivalent in euros for par value shares results in complicated conversions, which usually result in “crooked” amounts, the no-par value share was introduced. Since this only reflects a no-par value portion, there is no corresponding nominal conversion.

The proportionate amount of the share capital attributable to the individual no-par share may not be less than one euro (Section 8 (3) AktG). No-par shares participate in the share capital to the same extent (Section 8 (3) sentence 2 AktG). This means that only one type may be selected by the issuing company ("either ... or"). The articles of association stipulate which type is issued in accordance with Section 23 (3) No. 4 AktG. Therefore, they also receive a proportionate amount of the share capital, which, however, must not be less than one euro. Strictly speaking, the no-par share has a nominal value, which is why it is sometimes referred to as a fake no-par share . In accordance with Section 8 (4) AktG, the share in the share capital is determined by the ratio of their nominal value to the share capital in the case of shares with a nominal value, and the number of shares in the case of shares. This also means that no-par shares are to be classified as false no-par shares.

economic aspects

The German no-par share is more precisely a false no-par-value share . In contrast to the real no-par share (also called quota share ), the fake variant relates to the share of the share capital and not to the membership. The latter would be the case if the company had either no share capital or only share capital that is not divided into shares; this is forbidden in Germany.

No-par shares can often be recognized by the suffix o. N. , which stands for no par value and so z. B. the share class of Volkswagen AG Ordinary Shares o. N is more precisely defined. In French-speaking countries, the abbreviation is usually svn ( French sans valeur nominal ) used in English-speaking countries it is called "shares with no par value" ( English no-par share ).

International

In addition to the nominal value share, Austria also permits the no- par value share ( Section 8 (1) Austrian Stock Corporation Act ). According to Section 8 Paragraph 3 of the Austrian Stock Corporation Act, no-par shares have no nominal value; Nominal value and no-par shares cannot be issued side by side ( Section 17 ( 4) Austrian Stock Corporation Act). In Switzerland the introduction of shares is discussed, but still considered art. 622 , para. 4 OR , after which the nominal value of the shares is at least 1 centime amount must.

See also

Individual evidence

  1. ↑ Guenter Wierichs / Stefan Smets, Gabler Kompakt-Lexikon Bank und Börse , 2001, p. 4
  2. ↑ Wolfgang Stützel / Günther Jahr, shares without nominal value, a contribution to overcoming misunderstandings in the stock market , 1963, p. 13 ff.
  3. ↑ Willi Bongard, Wolfgang Stützel, Saarbrücken: The ex-sage from Saarland , in: Die Zeit , No. 15/1969 of April 11, 1969
  4. ^ Deutscher Juristentag, negotiations of the 33rd DJT , 1925, p. 325 ff.
  5. ↑ Hans Caspar von der Crone , report on a partial revision of company law: no- par shares , in Reprax 1/02, 2002, p. 3
  6. ↑ Georg von Segesser, Die nennwertlose Aktien , Diss., 1973, p. 73
  7. ↑ Hans Caspar von der Crone, report on a partial revision of company law: no- par shares , in Reprax 1/02, 2002, p. 7
  8. ↑ BGBl. I p. 590
  9. ^ Walter Bayer / Mathias Habersack (eds.) / Ulrich Noack, Aktienrecht im Wandel , Volume 2, 2007, p. 534
  10. ^ University of Düsseldorf, Chair for Civil Law, Commercial and Business Law (Ulrich Noack)
  11. ^ Shares securities prospectus and BaFin