When entered in the commercial register, the capital increase becomes legally effective. This means that even in the event of cash liberation, the paid-in capital is available for further use in operational business or for strategic steps. New projects can be started with the available financial resources.
Although not usually followed with the highest urgency, the timely implementation of corporate housekeeping with regard to investors (shareholders or participants) and documentation is no less important. Because in most cases, further company administration tasks are pending soon. This includes in particular general meetings, investor communication, discussions with new potential investors or due diligence phases. It is therefore advisable to take the following preparation steps for these tasks immediately after the capital increase.
- Update of the share register
The Board of Directors is responsible for the correct management of the share register or participant register; in doing so, the registration provisions in the articles of association must also be observed. The master data of shareholders must be entered, but the information on the economic eligibility of the equity securities is just as important, which will become even more important in the coming years (More information about this). It is a duty of the shareholder or the participant to disclose economic eligibility; nonetheless, the Board of Directors must ensure that shareholders who do not comply with their reporting obligation cannot exercise their rights. Failure to comply with these obligations could result in fines of up to CHF 10,000 for shareholders or participators as well as boards of directors - Notification of registration of new shares
Although there is no immediate obligation to send (new) shareholders confirmation of entry in the share register or a confirmation of ownership following the capital increase, many shareholders insist on receiving confirmation from the company of their participation in value rights, i.e. where no physical share certificates are issued. This is usefully issued individually and signed by the company's authorized signatories. - Communication to existing shareholders
Existing shareholders are not aware in all cases that the company's capital increase has been completed. In particular, if the capital increase is carried out by means of a capital band or conditional capital increase, the period between the corresponding resolution of the general meeting and the capital increase resolution or the approval of the capital increase by the Board of Directors may be several years. In order to ensure good investor communication, existing investors should also be informed about the capital increase carried out and the relevant key figures. - Addition to mailing lists for future investor communication
If new investors have joined the company as a result of the capital increase, they also want to be included in future communications. Even though this point seems very trivial, it is always associated with administrative activities in mostly different tools. Appropriate shareholder management solutions, such as Konsento, make it possible to set up new shareholders once and then use the contact details multiple times for all communication events (e.g. regarding business development, invitation to general meetings, issuance of serial tax certificates, etc.). - Clean documentation
After the capital increase is before the capital increase. Experienced (serial) entrepreneurs in particular know how important it is to document past transactions cleanly and completely. This means, for example, filing and archiving subscription slips, statements of assignment, purchase contracts, etc. organized by transaction and investor. Konsento offers these options simply and clearly. This means that these documents, as well as VR and GV protocols, are not only available to the company and the investor, but can also simply be made available to future potential investors or their legal representatives in the event of due diligence.
Conclusion
The importance of these tasks is usually underestimated in the short term and only becomes apparent in the medium to long term. However, experienced entrepreneurs attach great importance to the flawless completion of these tasks, as time and costs increase massively when preparing them later with various tools and/or legal assistance. Konsento offers a comprehensive solution for the simple and legally compliant fulfilment of the above tasks.
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