Who is responsible for adopting capital increase resolutions?

Antwort

Capital increase resolutions must be adopted by both the general meeting of shareholders and the board of directors, but at different stages and for different purposes. The shareholders decide on the principle of the capital increase, thereby giving their consent to the dilution of their shares (see Art. 704 CO). Depending on the type of capital increase, this may also require a statutory amendment (e.g. introduction of a capital band or conditional capital, see Art. 653s CO, Art. 653 CO and Art. 704 CO). The board of directors must then, in the case of a capital band, decide on the execution of the capital increase (Art. 653u CO) and, after completion, formally confirm in the presence of a notary that the capital increase has been duly carried out in accordance with the law, the articles, and the authorization of the shareholders (Art. 652g CO, Art. 653g CO, and Art. 653u CO).