What Firmbase takes care of in a capital increase
In an ordinary capital increase with a cash contribution, members, shareholders or new investors pay money into the company. In a GmbH they receive new GmbH shares in return, in an AG new shares. The number of new GmbH shares or shares, their issue price, the subscribers and the date from which they carry dividend rights have to be set. A capital increase can also be part of converting a GmbH into an AG.
We settle these key terms with you personally. We prepare all required documents and organise and coordinate the notarisation. In the standard case the meeting is held as a universal meeting: all members or shareholders are represented under a power of attorney that we prepare. Before the notarisation, the issue price is paid into a capital deposit account of the company at a bank.
Process up to the entry in the commercial register
Submit your details
You contact us with your company and contact details; we then handle your case personally
- Who
- You
Clarification
We clarify the amount of the increase, the number and issue price of the new GmbH shares or shares, the subscribers, subscription rights and further changes
- Who
- Firmbase
Documents
We prepare the draft public deed, the subscription forms, the capital increase report, the amended articles of association, the powers of attorney and the filing
- Who
- Firmbase
Sign and pay in
Sign the subscription forms, powers of attorney and capital increase report; open a capital deposit account of the company at a bank and pay in the issue price, the bank confirms the payment
- Who
- You
Notarisation
If the law requires an audit, the auditor confirms the capital increase report before the appointment. The notary notarises the resolution of the members' or general meeting and the amendment of the articles in which the management or the board of directors confirms that the new GmbH shares or shares have been subscribed for and the contributions made; we organise and coordinate the notarisation. We agree with you and the notary beforehand who has to attend the appointment
- Who
- Firmbase, notary
Entry
We file the application with the supporting documents with the commercial register office. The office enters the capital increase and publishes it in the SOGC; the bank then releases the capital
- Who
- Firmbase, commercial register office
Contribution in kind and other forms of payment
If a member or investor contributes an asset instead of money, for example a stake in another company, the contribution is agreed in a written contribution-in-kind agreement. The resolution and the articles name the asset, its valuation, the contributor and the GmbH shares or shares issued for it; the capital increase report explains why the valuation is appropriate, and a licensed auditor must examine and confirm it. If a claim against the company is offset, for example a loan from a member or shareholder, or if freely disposable equity is converted into share capital, a licensed auditor must likewise examine and confirm the capital increase report; for equity, audited annual accounts or audited interim accounts are also required.
We also handle these capital increases for GmbH and AG personally. Because the effort depends on scope and complexity, you receive an individual quote. We organise and coordinate the audit by the auditor; the cost of the audit confirmation is not included.
Scope of services and prices
| Service | Price excl. VAT |
|---|---|
| Capital increaseGmbH and AG | |
| Capital increase by cash contribution | CHF 1'497 |
| Capital increase by contribution in kind, offset or from equity | individual quote |
All prices excl. VAT.
Further changes in the same deed. The price of the capital increase includes every change that belongs in the same deed, including a change that would not need a notary on its own: if you increase the capital, change the company name at the same time and appoint a new managing director, you pay CHF 1'497 excl. VAT once.
- Subscription forms, draft public deed, capital increase report, articles of association, powers of attorney and filing
- Organisation and coordination of the notarisation, notary fees
- Submission to the commercial register office
- Organisation and coordination of the audit by a licensed auditor
- Free advice and professional support
- Commercial register office fees
- Bank fees
- Certification of signatures
- Cost of an audit confirmation where the law requires one, for example for a contribution in kind
We guarantee the entry in the commercial register. If the office rejects the filing, we correct the documents free of charge, with a supplementary notarisation if necessary.
Frequently asked questions
An ordinary capital increase with a cash contribution costs CHF 1'497 excl. VAT with us, notary fees included. The commercial register office also charges a fee of CHF 200 for the amendment of the articles, plus any outlays; the office invoices it directly to the company. Registered personal details or functions cost CHF 20 per person; signing authority costs CHF 20 per person.
The money is deposited with a bank at the exclusive disposal of the company. Under the formation rules, which also apply to the capital increase, the bank releases the amount only once the capital increase has been entered in the commercial register.
Like every entry in the commercial register, the capital increase takes effect when it is published in the Swiss Official Gazette of Commerce (SOGC). Shares or certificates for GmbH shares issued before the entry are void; the obligations arising from the subscription remain. The resolution sets the date from which the new GmbH shares or shares carry dividend rights.
In an ordinary capital increase, the members' or general meeting resolves on a specific increase; it is available to both GmbH and AG. The AG also has the capital band, through which the articles authorise the board of directors to increase and, where provided, also to reduce the capital, and conditional capital for conversion and option rights. By the type of contribution, a distinction is made between cash contribution, contribution in kind, offset against a claim and conversion of freely disposable equity.
