Capital Increase / Decrease

Change Your Registered Capital in the Right Order, with the Right Approvals

A company increases capital to fund growth, bring in an investor, convert a shareholder loan or meet a licensing requirement. It decreases capital to return surplus funds to shareholders or to correct a figure that no longer reflects the business. Each direction has its own approvals, timetable and risks, and both must be registered.

Capital increase: needs a shareholders’ resolution, an issue of new shares and registration with the Department of Business Development. New shares can change the foreign shareholding ratio, so we check the ratio first.
Capital decrease: needs shareholder approval, a newspaper announcement and written notice to known creditors, who have 30 days to object. If a creditor objects, the reduction cannot proceed until that debt is paid or secured.
Practical triggers: work permit quotas, BOI conditions, foreign business license conditions and bank requirements often depend on registered capital.
Loan conversion: a shareholder loan can be converted into capital, which strengthens the balance sheet but needs careful documentation and tax review.
Paid-up capital: we advise on how much to call up and when, so the company is not over- or under-capitalized for its activity.

How the work runs
We confirm the purpose of the change, check the effect on the foreign shareholding ratio and on any license or BOI conditions, and prepare the resolutions, subscription documents and registration. For a decrease we manage the creditor notice period and track any objection.

Registered capital should reflect the actual investment, because an unrealistic figure creates problems later, whether at the bank, in a due diligence review or when the company applies for a license. The right sequence also matters: for example, shareholder and creditor steps for a decrease must be completed before the registration is filed. Tell us the target amount and the purpose, and we plan the sequence and filings, including who signs what and when, so the change is registered cleanly the first time.