Licences & changes
Increasing or reducing share capital
A notarised amendment, not a bank transfer. Bringing in an investor usually means a capital increase and a share issue at once, and getting the sequence wrong leaves the money in the company and the shares unissued.
What it covers
What this licence actually permits.
Share capital is stated in the memorandum of association and on the licence, and changing it is a formal amendment. An increase typically requires a shareholder resolution, an amended MOA executed before a notary for mainland companies, evidence that the capital has been paid where the authority requires it — often a bank confirmation letter — and the reissue of the licence and share certificates. A reduction is more involved, since it affects creditors, and some authorities require additional steps or a waiting period.
The situation where this most commonly arises is an investment round, and it is where sequencing errors happen. An investor transfers funds, the company spends them, and the share issue is completed three months later — at which point the investor has been an unsecured creditor throughout, the UBO register was never updated, and the bank has an unexplained large credit from a party who is not a shareholder. The correct order is the resolution and the amended MOA first, then the subscription, then the funds, then the certificates and the register update. Investors familiar with the jurisdiction will insist on it; first-time founders often do not.
At a glance
- Recorded in
- The MOA and on the licence
- Increase
- Shareholder resolution, notarised addendum, often bank confirmation
- Reduction
- More involved — creditor protection and possible waiting periods
- Share certificates
- Reissued to reflect the new holdings
- UBO register
- Updated promptly where beneficial ownership changes
- Bank
- Will ask about a large unexplained capital inflow
What it costs
The procedure
What the amendment involves.
- Pass the resolution and amend the MOA firstBefore the money moves. This is the step founders reverse and it is the one that matters.
- Document the subscriptionWho is subscribing for how many shares at what price, executed before funds arrive.
- Receive the funds with a clear referenceThe bank will ask about a large inflow, and 'capital subscription under the resolution of [date]' is a complete answer.
- Issue share certificates and update the registerIncluding the UBO register where the 25% threshold or control is affected.
- Tell the bank and update the mandateNew shareholders are new beneficial owners, and the bank's KYC file needs them.
Related
Questions
A shareholder resolution, an amended memorandum of association executed before a notary for mainland companies, evidence of payment where required, and reissued share certificates.
Requirements vary by authority. Several ask for a bank confirmation letter evidencing the capital, particularly on an increase.
Yes, but it is more involved because it affects creditors, and some authorities impose additional steps or waiting periods.
Resolution and amended MOA, then subscription documents, then funds, then share certificates and register updates.
One question
What are you actually trying to change?
Name, activity, manager or address — each is a formal amendment with its own fee, and most require a fresh MOA addendum before the licence is reprinted. Bundling several amendments into one submission usually costs less and takes no longer than doing them one at a time.
How amendments runOr just ask usShare transfers are notarised, not administrative. Every shareholder signs or is represented under an attested power of attorney, the bank has to be told, and the UBO register updates within days rather than at the next renewal.
Transferring sharesOr just ask usThen do it properly rather than letting the licence lapse. An abandoned company accrues renewal penalties, immigration liabilities and a corporate tax deregistration fine, and it blocks the shareholders from clean incorporations later.
Closing down cleanlyOr just ask us