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1- What is share capital? 

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The share capital of a SARL represents the amount of the contributions made by the partners. The initial capital is made up of contributions in kind or in cash. The contribution in industry, which is a contribution of technical skills, know-how or professional knowledge, does not take part in the constitution of the social capital of the company.  he contribution made, the partners receive social rights (securities): shares in SARL.

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During the life of the SARL, the share capital may be modified by way of reduction or by way of increase. The capital increase can be more or less significant, some resulting from fundraising can be spectacular.

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2- Increase in share capital: what are the advantages? 

 

The increase in the share capital of the company consists of the increase in the value of the contributions made by the partners. It is decided by the partners of the company (AGE) and allows to:

 

• Strengthen the credibility of your company in the eyes of creditors and investors;

• Join new partners;

• Develop new projects and finance new investments;

• Improve the ability to repay debts;

• Increase cash flow;

• Recapitalize the business after an accumulated deficit.

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3- The different capital increase methods:

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3-1-Capital increase by cash contribution

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The capital increase in cash consists of the contribution by the partners or shareholders or the new partners of a sum of money, new cash. It is only possible if the initial capital is fully paid up on the day of the operation.

This mode of capital increase can be done either by increasing the value of a share, or by increasing the number of shares.

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The list of documents to provide:

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• An original of the minutes of the Extraordinary General Meeting (AGE) having decided on the said increase (signed, legalized and registered); 

• A copy of the minutes of the EGM certified by the clerk;

• An original of the declaration (model 4/1) signed and legalized by the person in charge (manager, president or representative);

• Two copies of the declaration certified true by the clerk;

• The original of the blocking certificate (25% minimum in the case of an increase greater than 100,000 dirhams);

• A copy of the applicant's identity document if the latter is an agent.

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3-2- Capital increase by contribution in kind:

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The capital increase may be the subject of a contribution in kind by the partners or shareholders or the new partners, i.e. a contribution of an asset, a tangible or intangible asset. such as a building, a business, a patent...

 

The contribution in kind must be paid up in full during the capital increase.

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This method requiresthe use of a contribution auditor, which will be responsible for estimating the value of the contribution which will be filed with the registry of the commercial court at least 8 days before the Extraordinary General Meeting (AGE) ruling on the said capital increase

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The list of documents to provide:

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• An original of the minutes of the Extraordinary General Meeting (AGE) having decided on the said increase (signed, legalized and registered);

• A copy of the minutes of the EGM certified by the clerk;

• An original of the declaration (model 4/1) signed and legalized by the person in charge (manager, president or agent);

• Two copies of the declaration certified true by the clerk;

• The original report of the contributions auditor;

• A copy of the applicant's identity document.

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3-3- Capital increase by compensation or by incorporation into reserve capital (profits or issue premiums):

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The reserves correspond to the non-distributed profit accounting result, not paid to partners or shareholders, realized during each fiscal year. The allocation of the result is decided by the partners or shareholders during the approval of the annual accounts at the general meeting.

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This method of increase must be validated by the representation of at least 50% of the shares and can be carried out by increasing the value of existing shares or by issuing new shares.

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The list of documents to provide:

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• An original of the minutes of the Extraordinary General Meeting (AGE) having decided on the said increase (signed, legalized and registered);

• A copy of the minutes of the EGM certified by the clerk;

• An original of the declaration (model 4/1) signed and legalized by the person in charge (manager, president or agent);

• Two copies of the declaration certified true by the clerk;

• A copy of the identity document of the applicant (agent).

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