What should be done immediately after the capital increase? After the capital increase is before the capital increase
The capital increase becomes legally effective through entry in the commercial register. This means that in case of a cash payment, the company's paid-in capital is available for further use in operational business or for strategic steps. New projects can be started with the financial resources available.
Although not usually pursued with the utmost urgency, the timely implementation of corporate housekeeping with regard to investors (shareholders or participants) and documentation is no less important. In most cases, further company administration tasks will soon be necessary. This includes, in particular, general meetings, investor communication, discussions with new potential investors or due diligence phases. It is therefore advisable to tackle the following preparatory steps for these tasks immediately after the capital increase.
- Update of the share register
The Board of Directors is responsible for the correct maintenance of the share register and participation register, and the transfer restriction provisions in the Articles of Association must also be observed. The master data of the shareholders must be entered, but just as important is the information about the beneficial ownership of the equity instrumentsa, which will become even more important in the next few years (more information on this). Disclosure of beneficial ownership is an obligation of the shareholder or participant, however the board of directors must ensure that shareholders who do not comply with their reporting obligation cannot exercise their rights. In the event of non-compliance with these obligations, shareholders and participants, as well as members of the Board of Directors, are liable to fines of up to CHF 10,000. - Notification of registration of the new shares
Although there is no immediate obligation to send the (new) shareholders a confirmation of entry in the share register or a confirmation of ownership after the capital increase, in the case of book-entry securities, i.e. where no physical share certificates are issued, many shareholders insist on receiving a confirmation from the company about their shareholding. This is usefully issued individually and signed by the company's authorized signatories. - Communication to existing shareholders
Existing shareholders are not always aware 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 of time between the corresponding general meeting resolution and the capital increase resolution or the determination of the capital increase by the board of directors can be several years. In the interests of good investor communication, existing investors should also be informed about the capital increase and the relevant key figures. - Addition to the distribution 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 communication. Even if this point seems very trivial, it is always associated with administrative activities in mostly different tools. Corresponding 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, invitations to general meetings, issuing 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 forms, declarations of assignment, purchase contracts, etc. according to transaction and investor. Konsento offers these options simply and clearly. This means that these documents, as well as the board and general meeting minutes, are not only available to the company and the investor, but can also easily 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 the time required and costs increase massively if they are prepared later using different tools and/or legal assistance. Konsento offers a comprehensive solution for the simple and legally compliant fulfillment of the tasks mentioned.
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