Closing the Funding Round – Which Resolutions Do You Need for the Capital Increase?

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).

Yes, both the resolutions of the general meeting regarding an ordinary capital increase (Art. 650 para. 2 CO) as well as those introducing conditional capital or a capital band (Art. 647 CO in conjunction with Arts. 653b and 653s CO) must be notarized by a notary public. In addition, the board of directors’ confirmation resolutions regarding the execution of the capital increase must also be notarized (Art. 652g para. 2 for the ordinary capital increase, Art. 653g para. 3 for the conditional capital increase, and Art. 653u para. 5 for the capital band).

Konsento offers an end-to-end digital platform that not only handles the legally compliant drafting of all resolutions and documents, but also orchestrates the entire communication and coordination between founder, board of directors, existing and new shareholders, notary, and auditor. This spares you from laborious and time-consuming administrative work. The entire process runs seamlessly online, without you ever needing to leave your office. As a result, you not only save time but also significant costs. At the end, you receive the updated share register — legally compliant, centrally managed, and ready for capital withdrawal and share transfer.

At Konsento, you get far more than just a share register: we simulate dilution effects, prepare AGM and board resolutions digitally using pre-formulated agenda items, record votes, and have them publicly notarized. All legally required documents — those needed by the board, the notary, and the commercial register — are automatically generated, and the commercial register filing is carried out directly through our platform. This entire process happens from one source, at one central digital location — efficient, transparent, and seamless.