A Board Resolution For Increase In Paid Up Capital is a crucial corporate document required under Swiss law when a company decides to increase its share capital. This document is typically used when a company needs additional capital for expansion, debt reduction, or other business purposes. The resolution must comply with the Swiss Code of Obligations (Articles 650-652h) and contain specific details about the capital increase, including the amount, type of shares, issue price, and payment terms. It serves as the foundation for implementing the capital increase and must be filed with the Swiss Commercial Register. The document is particularly important as it demonstrates proper corporate governance and board approval, which is essential for the validity of the capital increase. The resolution may be needed for both ordinary capital increases and authorized capital increases, and its content will vary depending on whether the increase involves cash contributions, contributions in kind, or set-off of claims.
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1. Title and Date: Formal title of the document and date of the board meeting
2. Present and Constituting Quorum: List of attending board members and confirmation of meeting validity
3. Background: Context of the capital increase decision, including reference to relevant shareholder resolutions if applicable
4. Legal Basis: Reference to relevant provisions of Articles of Association and Swiss Code of Obligations
5. Resolution on Capital Increase: Specific details of the capital increase including amount, number of shares, issue price
6. Payment Terms: Details of how and when the new capital will be paid up
7. Amendment of Articles: Resolution to amend the Articles of Association to reflect the new capital
8. Authorization for Implementation: Empowerment of specific persons to implement the resolution
9. Commercial Register: Authorization for registration with Commercial Register
10. Closing and Signatures: Formal closing of the resolution and signatures of authorized persons
1. Subscription Rights: Details of existing shareholders' subscription rights and any modifications, required if subscription rights are restricted or excluded
2. Special Benefits: Description of any special benefits granted, required if special benefits are part of the capital increase
3. Contributions in Kind: Details of any non-cash contributions, required for capital increases through contributions in kind
4. Set-off of Claims: Details of debt-to-equity conversion, required if capital is increased by setting off claims
5. Foreign Investment Compliance: Required if foreign investors are involved and specific compliance measures are needed
1. Shareholder Resolution: Copy of shareholder resolution authorizing the capital increase, if applicable
2. Auditor's Report: Report confirming capital contributions, especially required for contributions in kind or set-off
3. Banking Confirmation: Confirmation of capital deposits in restricted bank account
4. Draft Articles Amendment: Proposed amendments to the Articles of Association
5. Subscription Forms: Forms signed by subscribers of new shares
6. Valuation Reports: For contributions in kind, expert valuation reports if required
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