File a Capital Increase Online
When the share capital of your GmbH is to be increased
If the share capital of a GmbH is to be increased, the articles of association must be amended. The resolution must be notarised and then filed with the commercial register.
Under certain conditions, the filing can be carried out in the online notarial procedure.
What does a capital increase mean for a GmbH?
In a capital increase, the share capital of the GmbH set out in the articles of association is increased. This changes the capital structure of the company.
The capital increase can take place, for example, through new contributions by the shareholders, through the admission of new shareholders or, in special cases, through the conversion of reserves into share capital. What matters is which type of capital increase is to be resolved in the specific case.
Since the share capital forms part of the articles of association, a capital increase is generally an amendment of the articles. It must be notarised and then filed with the commercial register.
When is a capital increase an option?
A capital increase can be necessary or sensible for various reasons. Often the aim is to strengthen the company’s equity base or to reflect new shareholdings.
- existing shareholders make additional contributions
- new shareholders are to be admitted
- investors acquire a stake in the GmbH
- the company is to be strengthened financially
- shareholdings are to be restructured
- a UG is to become a GmbH by increasing its share capital
- reserves are to be converted into share capital
Which form of capital increase is suitable depends on the specific transaction. The articles of association, the existing shares, the intended shareholding structure and the type of contributions must be taken into account in particular.
Cash capital increase or contribution in kind?
In practice, a distinction is made between a capital increase by cash contributions and one by contributions in kind.
In a cash capital increase, the new contributions are made in money. The new shares are subscribed, and the contributions must be paid in the amount required by law before the capital increase can be filed with the commercial register.
In a capital increase with contributions in kind, no money is contributed but assets, for example machinery, patents, real estate or claims against third parties. This can be relevant, for example, for certain receivables, shareholdings or other assets. In this case, special details and documents are required. Section 56 GmbHG requires in particular that the object of the contribution in kind and the nominal amount of the share be specified in the capital increase resolution.
Whether a capital increase by cash contribution or by contribution in kind makes sense should be examined in each individual case.
Capital increase as an amendment of the articles
The capital increase changes the share capital of the GmbH and thus the articles of association. A shareholders’ resolution is therefore required.
The resolution to amend the articles of association must be notarised. Unless the articles provide otherwise, a majority of three quarters of the votes cast is required (Section 53 GmbHG). The articles of association may, however, set additional requirements.
The amendment only takes effect upon entry in the commercial register. Until then, the previous share capital remains decisive under register law.
Subscription of the new shares
In a capital increase, the new shares must be subscribed. This means that everyone who receives a new share must confirm in a notarial declaration that they are taking over this share and will make the corresponding contribution.
The subscription of the shares is a separate legal step. Under Section 55 GmbHG, the subscription of each share in the increased capital requires a declaration that is notarially recorded or certified.
For the preparation, it is therefore important to know who is taking part in the capital increase, which new shares are being created and how the shareholdings are to look after the capital increase.
What is handled online?
In a capital increase, several steps can be prepared digitally and, under certain conditions, carried out in the online notarial procedure.
These include in particular:
- classifying the planned capital increase
- preparing the capital increase resolution
- preparing the amended provision in the articles of association
- preparing the subscription declarations
- preparing the commercial register filing
- notarial certification of the commercial register filing in the online procedure, provided the requirements are met
- electronic submission to the register court
Important: The resolution on the capital increase must be notarised. If the resolution is passed unanimously, the notarisation can also take place in the online notarial procedure. Under certain conditions, the commercial register filing can also be certified online and submitted electronically. If the requirements for the online procedure are met, no personal appearance at the notary’s office is necessary.
Process: filing a capital increase online
First, the key details of the GmbH are needed. These include the current company name, the registered office, the commercial register number, the current articles of association and the current amount of share capital.
Next, we check which type of capital increase is intended. In particular, it matters whether the increase is to be made by cash contributions, contributions in kind or from company funds.
It is determined who is to subscribe the new shares and how the shareholdings will look after the capital increase. This is particularly important if new shareholders are admitted or shareholding ratios change.
The capital increase resolution, the amended provision in the articles, the subscription declarations and the commercial register filing are prepared. Depending on the case, further documents may be required, for example for contributions in kind or a capital increase from company funds.
The resolution on the capital increase is notarised. The required declarations and documents are also put into the correct form.
After the resolution, the contributions to the increased share capital must be made in the amount required by law. The capital increase is only filed with the commercial register once the legal requirements are met.
The commercial register filing is notarially certified. Under certain conditions, this can take place in the online notarial procedure. For this, the parties need the technical requirements for the online procedure, in particular a suitable identity document, a smartphone and the notary app.
After certification, the notary submits the filing electronically to the competent register court. The register court examines the filing and makes the entry if the requirements are met.
Which documents are required?
To prepare a capital increase, the following details and documents are usually required:
- current company name of the GmbH
- commercial register number
- current articles of association
- current amount of share capital
- intended new amount of share capital
- current list of shareholders
- details of the shareholders
- details of the management
- details of who is to subscribe the new shares
- intended new shareholdings
- details of the type of contribution
- identity documents of the parties involved
- where applicable, proof of contributions made
- where applicable, documents relating to contributions in kind
- where applicable, annual financial statements and resolution on the appropriation of profits for a capital increase from company funds
- where applicable, existing resolutions or drafts
Depending on the individual case, further documents may be required. This applies in particular to contributions in kind, the admission of new shareholders or more complex shareholding structures.
Capital increase in a UG
A capital increase can also be relevant for an Unternehmergesellschaft (UG). Often the aim is to increase the share capital to at least EUR 25,000 and then continue the company as a GmbH.
This, too, is generally an amendment of the articles of association. The resolution must be notarised and the amendment filed with the commercial register.
Whether the company name should also be changed depends on the specific case. If a UG becomes a GmbH, the articles of association, the capital figure and the commercial register filing in particular must be prepared accordingly.
Capital increase and list of shareholders
After a capital increase, the shareholdings in the GmbH often change. A new list of shareholders must therefore usually be submitted to the commercial register as well.
The list of shareholders shows who holds which shares in the GmbH. It is therefore particularly important when new shareholders are admitted or shareholding ratios change.
The new list is prepared as part of the process and submitted to the commercial register where required.
Combining a capital increase with other amendments
A capital increase can be combined with other amendments of the articles of association. This can be useful, for example, if the company name, the registered office, the company purpose or other provisions of the articles are to be changed at the same time.
In this case, the transaction is prepared as a whole. What matters is which amendments must be resolved, notarised and filed with the commercial register in the specific case.
What does a capital increase cost?
The notary’s fees are governed by statutory rules and depend on the specific transaction. The decisive factors are in particular the amount by which the share capital is increased, which resolutions are notarised, how many parties are involved and whether further amendments of the articles or special documents are required.
A flat figure is therefore not possible without examining the individual case. After a brief review, we will gladly give you an initial estimate of the expected costs.
Preparing a capital increase online
If the share capital of your GmbH is to be increased, Notary Franke prepares the required shareholders’ resolution, the subscription declarations and the commercial register filing. Under certain conditions, the filing can be certified in the online notarial procedure and submitted electronically to the register court.
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Your notary for the capital increase of your GmbH
Notary Franke supports the capital increase of your GmbH, from the notarisation of the resolution to the electronic submission to the commercial register.
We also check whether the online notarial procedure is an option for the specific transaction.
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Frequently asked questions about filing a capital increase online
Yes, under certain conditions the commercial register filing can be certified in the online notarial procedure. The capital increase resolution itself must be notarised. The notary prepares the required documents and submits the filing electronically to the register court.
Yes. The share capital forms part of the articles of association. If the share capital is increased, this is generally an amendment of the articles.
Yes. Since the capital increase is an amendment of the articles, the corresponding shareholders’ resolution must be notarised.
The capital increase only takes effect upon entry in the commercial register. Before that, the increased share capital is not yet registered.
Yes. A capital increase can be used to create new shares and to give new shareholders a stake in the GmbH. The exact structure depends on the specific resolution and the shareholding structure.
In a cash capital increase, the new contributions are made in money. The new shares are subscribed, and the contributions must be paid in the amount required by law before the capital increase can be filed.
In a capital increase with contributions in kind, no money is contributed but assets. Special requirements apply. In particular, the object of the contribution in kind and the share concerned must be precisely specified in the resolution.
Yes, in principle this is possible. If the share capital of a UG is increased to at least EUR 25,000, the company can be continued as a GmbH. This requires an amendment of the articles of association and a filing with the commercial register.
Often, yes. If the shares or shareholdings change as a result of the capital increase, a new list of shareholders is usually submitted to the commercial register.
Yes, further amendments of the articles can in principle be combined with the capital increase. In this case, the transaction is prepared as a whole.
The online notarial procedure usually requires a computer or tablet, a smartphone with the free notary app, and a German ID card or residence permit with the online ID function (eID) activated and the corresponding PIN. Identification takes place via the system provided by the Federal Chamber of Notaries.
Yes, if the resolution is passed unanimously, the notarisation can take place in the online procedure by video communication. The subscription declaration for the new shares can also be notarised or certified online (Section 55 (1) GmbHG).
Increasing the share capital of a GmbH
A capital increase of a GmbH generally requires a notarised shareholders’ resolution and a filing with the commercial register. Notary Franke prepares the transaction and, after notarial certification, submits the filing electronically to the register court.