Law 5110 Study Guide - Quiz Guide: Authorised Capital, Legal Personality, Issued Shares
Capital and Capital protection
Capital
• Registered shares
o Mostly in private limited liability companies
o Transfer by a notary act
o Possibility to only pay 25% - Article 9 2nd directive
• Bearer shares
o Mostly in (listed) public limited liability companies
o Transfer without notary act
o Have to be fully paid up
• Rationales for capital protection
o Limited liability of shareholders and directors
o Legal personality – the company has to have capital in order to pay its creditors
o The privilege of limited liability asks for a counter-balance for
▪ Creditors
▪ Shareholders
• How to engage in capital protection
o In a narrow sense: substantive requirements e.g. minimum capital and safeguards
within the 2nd directive
▪ Scope of 2nd directive: public companies
o In a wide sense – transparency of financial records in Directives 2013/34 and
2014/95
Subscribed capital – 2nd Directive – narrow sense
• Article 6 – minimum capital always has to be above EUR 25,000
Authorised capital
Subscribed/Issued
capital
Paid up capital Not paid up capital
Called up capital
Not
subscribed/issued
capital
