Authorised capital

The authorized capital (English Authorised capital, § § 202-206 AktG), also Authorized capital is the value or number of shares that advance the general meeting of a public limited company to carry out a possible capital increase by cash or / and kind by 3 approved / 4 majority vote.

Background

For the execution of a capital, it is necessary that the board of a corporation was authorized by the General Meeting with a 3/4-majority of the voting rights present, up to a certain point ( the maximum of 5 years may be in the future ) a capital increase in the perform also defined scope ( a maximum of 50 % of the information available at the time of the decision the share capital) or decide the same Annual General Meeting by the same majority a conditional capital directly. This authorized capital must also be recorded in the Commercial Register. In addition to the Executive Board and the Supervisory Board must then consent to a corresponding increase in capital.

A part of the exercise and in accordance with a repeated use of the authorized capital is possible provided that the maximum authorized absolute size is not exceeded. It is quite possible that in the Articles of Association of a company several positions emerge with time authorized capital approved at different times, have different maturities and / or also equipped differently are ( only cash or allowing or both).

If a capital increase carried out later, then the amount of the authorized capital shall be reduced to the corresponding force exerted sum, while the company's share capital increases to the same extent.

The detailed information on the type and amount of authorized capital are typically found in the statutes of the listed company.

Authorized capital of a GmbH

Which came into force on November 1, 2008 law on the modernization of the GmbH law and to combat abuses ( MoMiG ) of § is included in the Companies Act 55a. Through this, the authorized capital is also applicable to the GmbH. The provisions of company law, as far as the limited liability company law requires otherwise, in accordance with the applicable GmbH.

Accrual of Contingent Capital

Unlike the authorized capital, contingent capital is intended especially for convertible bonds and stock option programs.