The capitalization of a company is a common process in the existence of an enterprise, through which shareholders increase capital for different reasons or for different purposes such as accessing a loan, improving their image for future business, making it viable to present and contest for any kind of bidding, incorporating assets in kind or to offset losses incurred.
In order to proceed with the capital increase, shareholders, employees or persons who are going to carry out the process must take into account that there are several types of capital, that capital can be increased in several ways and each of them has advantages and disadvantages that depend on the value to be increased and the way in which the company is constituted. Therefore, in this article I intend to outline a brief explanation of these elements so that you can start this process with the right information.
First, it is necessary to understand that a company has several types of capital and that the process for increasing it differs from one type to another, both in terms of registration costs and in terms of the documentation to be submitted with the respective Chamber of Commerce. There is the authorized capital, which is the limit figure established by the company to increase its capital, it is in a certain way a projection made by the company, for its increase it requires a minute of the decision taken by the shareholders’ meeting modifying the articles of association. On the other hand, there are the subscribed and paid- up capital, which are directly related to values or contributions that are or will be made to acquire the shares issued by the company, the subscribed capital is the value in shares that the company has delivered to its shareholders, who can pay it in cash or in installments and the paid-up capital is the value of the subscribed capital that has already been paid-in or paid by the associates; These last two types of capital are increased up to the maximum limit established in the authorized capital and their registration is done with the certification of an accountant or with the minutes of a shareholders’ meeting, depending on whether or not there is an issue of shares that merits the issuance of a regulation of issuance and placement of shares.
In terms of prices, when you want to increase the authorized or paid-up capital, you only pay a registration fee of documents, which is currently $45,000 COP at the Bogotá Chamber of Commerce; however, when you want to register the subscribed capital, in addition to the registration fee, you must pay 0.7% of the increase made. It is important to bear in mind that registration fees can be reduced when several types of capital are increased in a single document, if this is possible on a case-by-case basis.
Secondly, it will be important to determine how we want to increase the capital, which, in the case of an authorized capital increase, only requires an amendment of the articles of association by means of a minute and in the case of a subscribed and paid-up capital, increase can be done in three main ways:
- Increasing the nominal value of the shares: in this case, the value of each share is increased, therefore, the sum of all of them will cause a capital increase. A statutory reform is required, registered in minutes.
- Issuing shares by capitalizing one of the equity accounts: in this case, the money in one of the equity accounts is capitalized or converted into shares, for which purpose it must be verified with the accountant or tax auditor and its registration requires the minutes in which the shareholders take the decision.
- Issuing and placing shares: in this case, shares are issued and offered for sale, for which a share issue and placement regulation must be drawn up and a certificate signed by the registered accountant or tax auditor is required for registration, indicating the date or deadline for the subscription of the shares.
Finally, it is important to note that the process is quick and requires no further requirements. However, there will be situations in which it will be necessary to capitalize by increasing the nominal value and issuing shares or by capitalizing equity accounts, it may even happen that it is convenient to capitalize a part and register the rest as a premium on placement of shares, therefore, a strategy in this sense will require more personalized legal advice, which of course we can offer you if you contact us through our virtual channels at any time by emailing firstname.lastname@example.org or by calling our fixed telephone number in Bogotá (571) 7498261. For more information, please visit www.lopezjames.com.
About the author:
Guillermo Sánchez is a lawyer, part of the Gestiones Empresariales López & James Bogotá team and has experience in corporate, trademark, family and Habeas Data law.
Bogotá D.C. February 1, 2021.