Term · Capital Measures & Financing

Capital Increase Against Non-Cash Contribution

AdvancedAlso: Capital increase against contribution in kind, non-cash contribution
In briefIn a capital increase against a non-cash contribution, new shares are issued not for cash but in exchange for contributions in kind such as assets, shareholdings or receivables. In Germany, special valuation and audit requirements apply under the Stock Corporation Act (Aktiengesetz); subscription rights are often excluded.

Definition

A capital increase against a non-cash contribution is a capital increase in which the new shares are issued not for cash but in exchange for contributions in kind, for example assets, corporate shareholdings or receivables. In Germany it is subject to special audit and valuation requirements under the Stock Corporation Act (Aktiengesetz). Existing shareholders' subscription rights are frequently excluded in the process.

Why it matters for small caps

In small companies, a capital increase against a non-cash contribution often serves to convert acquisitions or debt into equity, which can dilute existing shareholders. The valuation of the contribution in kind is the critical point, because inflated valuations shift value.

Common misreadings

  • A capital increase against a non-cash contribution is equated with a cash capital increase, even though no fresh money flows in here and the valuation of the contribution in kind is decisive.

Frequently asked

What is the difference from a cash capital increase?
In a cash capital increase, money flows in; in a capital increase against a non-cash contribution, contributions in kind such as assets or receivables are contributed.
Why is the valuation so important?
Because overvalued contributions in kind can devalue existing shareholders' stakes; that is why there are special audit requirements.
Are existing shareholders diluted?
Frequently yes, because subscription rights are often excluded and the new shares go to the party making the contribution in kind.

Sources

Category: Capital Measures & Financing · Corporate actionRelevance: AdvancedJurisdiction: Germany

Education only, not investment advice. Ranges and thresholds are didactic orientation values, not an official standard.