The resolution of share capital increase (without changing the LLC agreement) can be adopted by an absolute majority of votes, although there are exceptions to this rule.
If the agreement of the limited liability company does not contain provisions defining the maximum size and duration of the increase of the share capital, increasing of share capital can occur only through changes to this company's agreement. Such a change must be adopted by a majority of the founders of two-thirds of the votes.
The share capital increase occurs at the moment of the record in KRS (National Court Registry ). The Board of Directors is obliged to inform the registry of the adoption of the decision to increase the share capital.
This notice must contain:
- decision to increase share capital
- statements of membership shares in the increased share capital (in form of notarial deeds or in writing from, if the increase in share capital does not change the agreement of the limited liability company)
- statements from all Board members that contributions for increasing share capital was fully paid.
However, in the case of capital increase from the company's assets, last two statements are not required.
The amount by which the founders increase the share capital, can be decomposed into several payments.
The founder may contribute to increase share capital in installments. All fees must be paid before the end of the period specified in the agreement (umowa spółki) assigned to increase the share capital. The duty of notifying the court about the increase occurs at the time of the last payment and, therefore, at the time of payment of the increased share capital. From that day, the Board of Directors is obliged to notify within 7 days the registration court on the performed increase.
About costs when increasing a share capital, below you will find all expenses that will expect you.
Suppose, that the founders of the company X decided to increase the share capital in the amount of 100,000 Euros (about 450,000 zlotys). Such a change would incur the following expenses:
Notarial deed - 2350 PLN net
Notary statement (required for submission to the KRS) - 350 PLN net
Statements - 450 PLN net
If you do not speak Polish, you will need sworn translator - 300 PLN
Total: 3450 PLN net, which is equal to 4243,50 PLN gross
Changes in the Court Register will cost 350 PLN. And you will need to pay tax on the increase of the share capital in the amount of 0.5%. In our case, it will be around 2250 zł.