The situation
A planned cash capital increase in a German and an Austrian GmbH
A family-owned machine builder has a GmbH in Augsburg and a GmbH in Linz. A minority investor will put €4 million into the German company and €1.5 million into the Austrian one, in each case for new shares. The client’s CFO wants the resolutions, the notary documents and a filing checklist for signings in Munich and Linz on the same day.
Both companies are GmbHs and both acts are in German, which is exactly the trap. Majorities, the form of the subscription, pre-emption and what each register court expects are close but not identical. The hours go on checking every point twice and keeping the two packs apart.
What the research has to settle
The rules behind the answer
- A capital increase amends the articles
- In both countries a capital increase in a GmbH amends the articles of association. It needs a shareholders’ resolution recorded by a notary and passed by at least three quarters of the votes cast, unless the articles require more.
- The investor subscribes in notarial form
- The investor takes up the new shares by a subscription declaration in the notarial form each act requires. The register filing must show the subscription and the payments made on it.
- Pre-emption rights differ
- Whether existing shareholders have a statutory right to subscribe in proportion, and how it can be excluded, is not answered the same way under the two GmbH acts. Each resolution should deal with it expressly.
- It takes effect on registration
- In both countries the increase takes effect when it is entered in the commercial register, not when the resolution is passed. The checklist runs from payment to registration.
How it runs in azta
From the question to the document
The question, as you would type it
Cash capital increase in a German GmbH (€25,000 to €31,250) and an Austrian GmbH (€35,000 to €42,000), new shares taken by one external investor. Majority required, form of the subscription, statutory pre-emption rights and how to exclude them, and what must be paid in before filing, for each company?
You start with
A planned cash capital increase in a German and an Austrian GmbH
- 01
Describe the two increases
Give the companies, the current capital, the new shares and the investor. azta researches both GmbH acts and the case law on each point.
Cited research· Free - 02
Read the two acts side by side
Open the German and Austrian provisions on capital increases in the original, with their in-force status, and compare them point by point.
Atlas statute reader - 03
Draft the resolutions and checklists
Ask for a resolution and a filing checklist per company. Edit them in Canvas and keep the two versions separate.
Canvas · Ask azta· Pro - 04
Send the drafts to the notaries
Export each pack to Word for the notary in Munich and the notary in Linz.
Word export· Pro You send
Draft shareholders’ resolutions and a filing checklist for each company
What you get
Draft shareholders’ resolutions and a filing checklist for each company
Resolution and checklist · draft
Capital increase of the German company: shareholders’ resolution
The shareholders resolve to increase the share capital of the company from €25,000 by €6,250 to €31,250 by issuing one new share with a nominal amount of €6,250 against a cash contribution. The new share carries profit rights from the start of the current financial year.
The investor is admitted to subscribe for the new share. The existing shareholders waive any right to subscribe. The articles of association are amended to state the new share capital.
Filing checklist. Notarial subscription declaration by the investor. Proof of payment of the required minimum contribution to the company’s account. Updated list of shareholders. Application for registration signed by all managing directors.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
8 minutes a month
At €220 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 32
- Capacity at your rate
- €7,128
- More capital-increase packs a quarter
- 1.5
- Return on Pro
- 22×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoSources azta searches here
- Gesetze im Internet
- RIS
- Rechtsprechung im Internet
What stays with you
- The investment terms and any premium or side agreement.
- Coordinating with the two notaries and the register courts.
- Checking the final documents before signing.
Frequently asked questions
- Does azta file with the commercial register?
- No. It researches the requirements and drafts the documents. The notary and the register handle the filing.
- Can it handle a contribution in kind?
- Yes. Describe the asset and azta researches the additional reports and valuation evidence the act requires.
- Can I use our own resolution precedents?
- Upload them and azta works from them. On Enterprise, the knowledge space keeps approved precedents cited separately from the law.
