A capital impairment represents the contrast to the capital increase and causes a reduction of own capital funds and/or at finance companies a reduction of the capital stock.

Reasons for a capital impairment

With a capital impairment it is possible

• to eliminate an existing balance loss,
• to distribute redundant capital to the shareholders.

In the first case one speaks also of a nominal capital impairment, because the capital stock is as shown by the books lowered and no discharge of liquid means takes place. The second case is called effective capital impairment, because it is connected with the payment of liquid means at the shareholders and/or partners.

Kinds of the capital impairment

Tidy capital impairment

The tidy capital impairment is regulated in "§"§ 222-228 AktG. It can be accomplished both nominal and effectively. Technically this is done usually via the pool of shares (e.g. in the relationship 10:1, i.e. from 10 old piece shares a new piece share becomes). With shares, which possess a nominal amount, this must be lowered.

For the execution of a tidy capital impairment it is necessary that

• the general meeting the capital impairment with a 3/4-majority decides,
• the purpose of the capital impairment is held in the resolution,
• the capital impairment resolution is registered into the trade register.

Simplified capital impairment

The simplified capital impairment is regulated in "§"§ 229-236 AktG. It is permissible only for the following purposes:

• Reconciliation of depreciations
• Covering of other losses
• Attitude of amounts into the capital reserve

Conditions for the simplified capital impairment are that

• the legal reserve and the capital reserve together 10% of the capital stock remaining after the reduction exceed,
• no profit brought forward is present and
• Unappropriated earned surpluses are completely dissolved.

The regulations over the adoption of resolutions and the entry into the trade register correspond to those the tidy capital impairment.

Capital impairment by drawing in shares

The capital impairment by drawing in shares is regulated in "§"§ 237-239 AktG. It can both for the removal of losses (nominal) and for the repayment of capital (effective) to be used. Technical execution takes place either through

• obligatory drawing in of own shares or
• Buy-back of own shares.

Obligatory drawing in of own shares is bound to appropriate provisions in the articles, which must have already existed with design or assumption.

For the case of the capital impairment special regulations exist, in order to protect outside capital giver (creditor) ("§"§ 225.233 AktG, "§ 58 GmbHG). In the case of the tidy capital impairment and the capital impairment by collection from shares are for all creditors, who can announce themselves within 6 months for proclamation of the capital impairment resolution and require no satisfaction of their requirement to carry collateral out. The moreover payments may take place to the shareholders only 6 months after proclamation. During the simplified capital impairment the is less strong, since it does not come here to a repayment to the shareholders and so that from the Schuldendeckungspotenzial is lost to nothing. Rather restrictions exist with the payment of future profits Schuldendeckungspotenzial). It gives

• a distribution of profits barrier, as long as the legal reserve amounts to less than 10% of the capital stock
• a prohibition of a higher dividend than 4% in the two years following on the capital impairment resolution.

Capital impairment at the GmbH

Also at the GmbH the capital impairment requires a 3/4-majority in the company meeting as well as an entry in the trade register. With the reduction of the capital stock the minimum investment may not be fallen below of 25.000, 00 EUR. The regulations to the essentially correspond to those for the corporation. However very complicated requirements in form exist. So the resolution is to be made well-known the capital impairment first three times in the society sheets. Afterwards the registration can take place for entry into the trade register only after one year. To reconciliation of depreciations or for the covering of losses there is the simplified capital impairment with easements also for the GmbH with the formal requirements.

Articles in category "Capital impairment"

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