How can the disclosure of investors’ holdings in the articles of association be avoided in the case of convertible loan agreements (CLAs)?
Antwort
In the case of convertible loan agreements (CLAs), disclosure of investors’ holdings in the articles of association can be avoided by executing the conversion through conditional capital already provided for in the company’s articles. In this structure, the set-off of the loan claim occurs automatically, and therefore Art. 634a CO does not require the publication of the creditor’s name, the amount of the claim, or the shares allocated in the articles of association or the commercial register.
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Is the Communication Generator free to use?
Yes. The Communication Generator is free to use.
Does every shareholder or member qualify as a beneficial owner?
No. The fact that a company requests information from a shareholder or member does not automatically mean that this person is a beneficial owner. Indirect structures, acting in concert and other means of control may also be relevant.
Does the Communication Generator identify the beneficial owners?
No. The generator supports communication and information gathering. The actual assessment of who qualifies as a beneficial owner and who must be reported to the transparency register takes place afterwards. Konsento’s Transparency Register Reporting Assistant can be used for this assessment.