The share capital has primarily a guarantee function, but it also shows the value of the company, influences its perception in business and can be useful for various restructuring activities, especially since it has already been taxed once PCC.
Participation in share capital shows the power of the shareholder's vote and the impact on the most important decisions.
The procedure for increasing the share capital differs in the case of a company with a limited liability company and a limited liability company, but in the case of each company, the resolution on raising the share capital for its effectiveness must be notified and entered in the register court.
The amount of share capital shall be entered in the KRS business register among the companies concerned.
However, the general rule on the deadline for reporting changes to the National Court Register is that seven days from the date of the incident justifying the entry, which results from Article 22 The National Court Register Act, but as regards the increase of share capital in k.s.h.
are specific provisions that indicate the importance of longer terms.
Under the rule Article 262(4) k.s.h. the increase in share capital in the company z o.o. occurs on entry in the register. In addition, according to the provisions Article 256(3) in conjunction with Article 169 k.s.h. , the resolution on the increase should be notified to the registry court in order to enter within the time limit 6 months from the date of adoption.
Under the rule Article 262(4) k.s.h. the increase in share capital in the company z o.o. occurs on entry in the register. In addition, according to the provisions Article 256(3) in conjunction with Article 169 k.s.h. , the resolution on the increase should be notified to the registry court in order to enter within the time limit 6 months from the date of adoption. If the resolution is not notified by that date, it will become ineffective and the increase will not be registered on the basis of it.
Therefore, regardless of whether the increase in share capital will occur in the limited liability company by amending the company’s contract in the form of a notarial act, or on the basis of the existing provisions of the company’s agreement allowing the increase in share capital, without changing the company’s contract, the effect of an increase in the share capital of the company will only occur once the change of the company in this respect has been written by the registry court.
An entry into a constitutional character, i.e. forming a specific legal state.
In a public limited-liability company, as provided for Article 441(4) k.s.h. an increase in share capital shall also take place on entry in the register.
However, according to Article 431(4) k.s.h.
the resolution on the increase in share capital should in principle also be notified to the registry court during the 6 months after its adoption, but in the case of publicly available shares covered by a prospectus or an information memorandum, within twelve months after the date of approval of the prospectus or the information memorandum, or the equivalence of the information contained in the information memorandum with the information required in the prospectus respectively, and no later than the expiry of the one one month after the date of the allocation of shares, the application for the approval of a prospectus or an information memorandum or for the declaration of equivalence of the information contained in the information memorandum with the information required in the prospectus may not be submitted after expiry.
four months after the adoption of the resolution on the increase in share capital.
Author:
Aleksandra Księżyk
Director of the Legal Department in Warsaw. Legal advisor, from 2013 associated with Russell Bedford. He runs the Legal Department at the Chancellery Russell Bedford. He has many years of experience in working in Warsaw Law Firms mainly for medium and large enterprises, but also for companies of the State Treasury.
In her practice, she dealt with legal and administrative proceedings, as well as the creation of various types of contracts, including elements of intellectual property law, agreements, regulations, internal documentation, as well as purchasing.
However, the main area of practice and interest is commercial law and business transformation processes with elements of tax and balance sheet law. He prepares and then implements and conducts merger, division and transformation processes, as well as the creation and elimination of entities.
In the field of proceedings, he shall develop procedural or negotiated strategies. It implements custom projects and implements custom solutions, prepared according to individual customer needs. The author of articles on mainly aspects related to transformation processes.