Partnerships and Companies: increase/decrease of contributions/share capitalPODSTRONA

Prior to the performance of the act, the Notary should be provided with the following details:

• KRS number of the Company whose Articles of Association are to be amended
• last consolidated text of the Company’s Articles of Association (scanned copy and possibly version in WORD format)
• identification of the entity which is to make a non-cash contribution with information whether it is a new shareholder or a current shareholder
• description of the non-cash contribution (ex. draft resolution on the amendment to the Articles of Association – if the increase of the contributions/share capital is to be covered by the non-cash contribution.

** if covering of the increase of the contributions/share capital is to be effected by a non-cash contribution, it shall also be necessary to conclude an agreement for the transfer of the non-cash contribution (in the form as prescribed by law; in the case of real property, in the form of a notarial deed), and moreover in the case of the limited liability company it shall be necessary to submit – in the form of a notarial deed – of a declaration on taking up of the shares (in the case of a current shareholder, for whom new shares have been allocated) or a declaration on joining the company and taking up of the shares (in the case of a new shareholder for whom new shares have been allocated)

*** additionally, depending on the type of company in which changes its share capital are to be introduced:

SPLIMITED LIABILITY COMPANY

• current list of shareholders 
• specification of the amount by which the share capital is increased/decreased:
• specification of the manner of increase of the share capital (whether by way of creation of new shares or by the increase of the nominal value of the existing shares)
• specification whether the newly established shares in the increased share capital of the company shall be paid for by cash only, by non-cash contribution only or partially by cash and partially non-cash contribution
• identification of the entity which is to take up newly established shares (current shareholder or a new shareholder)
• in the case of decrease of the share capital – specification of the amount by which the share capital is to be decrease and identification of the manner of the decrease

JOINT-STOCK COMPANY

• list of the Company’s shareholders entitled to participate and vote at the General Assembly of the Company
• specification whether the General Assembly has been formally convened
• specification of the amount by which the share capital is increased/decreased
• in the case of the increase of the share capital:
• specification of the manner of the increase of the share capital (whether by issue of the new shares or by the increase of the nominal value of the current shares)
• specification whether the new issue shares are registered shares or bearer shares
• special rights if the award of such rights is foreseen for the new issue shares
• issue price of the new shares, unless the Management Board or the Supervisory Board shall be authorized to set the issue price
• specification of the manner of subscription (private subscription, closed subscription, open subscription)
• dates for opening and closing of the subscription, unless the Management Board or Supervisory Board are to be authorized to specify these dates or indication of the date for conclusion by the company of the agreement for the subscription of shares
• date as of which the new shares shall participate in dividend
• specification of the manner of taking up of the shares (fully by cash, fully by non-cash contribution or partially by cash and partially by non-cash contribution)
• description of non-cash contributions and the valuation thereof and identification of persons who are to take up shares in return for such contributions, along with specification of the number of the shares, which shall be allocated to each of them, if the shares are taken up in return for non-cash contributions
• description of non-cash contributions and the valuation thereof and identification of persons who are to take up shares in return for such contributions, along with specification of the number of the shares, which shall be allocated to each of them, if the shares are taken up in return for non-cash contributions
• in the case of the decrease of the share capital:
• identification of the manner of the decrease (decrease of the nominal value of a share, merger of shares or redemption of some of the shares)
• specification of the amount by which the share capital is to be decreased
• specification of the purpose of the decrease