Minutes for a share capital increase
A capital increase strengthens the company's equity. It may be carried out by contributions in cash (payment of money), by contributions in kind (assets), by incorporation of reserves or by conversion of debts. Decided at an extraordinary general meeting, it leads to the creation of new shares and the amendment of the statuts (articles of association) clause relating to capital. These minutes record the decision, the amount of the increase, the new capital and the subscription terms. They must be filed with the guichet unique (single business formalities window, INPI) and published in a legal announcements journal. This form is in English, but the document is generated in French, ready to sign and use in France.
Note: the questionnaire is in English; the generated document is in French.
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Frequently asked questions
What are the forms of capital increase?
The main forms are: contribution in cash (payment of funds), contribution in kind (assets assessed, sometimes with a contributions auditor), incorporation of reserves or profits, and set-off against debts (conversion of debts into capital). Each form follows specific rules.
Is a contributions auditor mandatory?
For contributions in kind, a contributions auditor is in principle required. However, in SARL and SAS, the associes (partners) may unanimously decide to dispense with one when the value of no single contribution exceeds 30 000 euros and the total value of contributions in kind does not exceed half of the capital.
What formalities apply after the capital increase minutes?
You must deposit the funds (for a cash contribution), update the statuts (articles of association), publish a notice in a legal announcements journal, then file the amendment application on the guichet unique (single window) of the INPI. A new Kbis extract mentioning the new capital is then issued.
Must the entire increase be paid up immediately?
For a SARL, cash contributions of an increase must be fully paid up. For a SAS or SA, at least half must be paid up immediately, with the balance within five years. Check the rules applicable to your company form.
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