What matters legally
Capital changes affect share ratios, voting rights and economic control. The articles should regulate subscription rights, consent requirements and protection against unwanted dilution.
Which clauses must be read together
Capital increases, shareholder loans or investor entry create disputes when valuation, subscription rights and majorities are unclear. Minorities need transparent information and fair deadlines.
What to prepare
Before a capital step, prepare financing need, valuation, subscription offer, quotas before and after the measure and existing veto rights. This shows who gains or loses economically.
Review checkpoints
Frequently asked questions
Can a minority be diluted by a capital increase?
Yes, if subscription rights are excluded or not exercised. Whether this is valid depends on the articles, resolution and objective justification.
Which documents are needed?
Draft resolution, valuation, shareholder list, financing plan and side agreements around the investor entry.
This information is initial orientation and does not replace legal advice for an individual case.