The Law on the Registration of Business Entities in the Federation of Bosnia and Herzegovina (“Official Gazette of the Federation of BiH”, No. 27/05, 68/05, 43/09, 63/14, and 85/21) in Article 36 defines the documents required for registration in the registry of an increase in the initial capital of a limited liability company.
Thus, along with the application for registration of the increase in the share capital of the limited liability company, the following documents are attached: the decision on the increase in the initial capital and notarized amendments to the founding act or the company’s Statute adopted in accordance with the company’s Statute, a bank confirmation of the payment of contributions, or proof of the entry of new contributions in accordance with that decision, or, if necessary, the consent of the competent authority to acquire significant or majority participation in capital.
Additionally, the Law on Business Companies of the Federation of Bosnia and Herzegovina (“Official Gazette of FBiH”, No. 81/2015 and 75/2021) in Article 347 regulates the increase in initial capital. Thus, the initial capital is increased based on the decision of the company’s assembly, payment, or contribution of new shares.
Members of the company have the right of priority to pay new contributions in proportion to their shares in the initial capital within 30 days from the day of adopting the decision to increase the share capital, unless otherwise specified in the founding act or the company’s Statute. An individual joining the company signs a statement accepting all obligations and rights stipulated in the contract and the company’s statute. The company cannot provide loans, credit, or security for the acquisition of its shares. In the process of restructuring or financial consolidation of the company, new shares can be acquired in other ways, if prescribed by special law. Also, Article 348 prescribes that the increase in initial capital from reserves can be carried out if the financial report and auditor’s report for the last business year determine that there is no uncovered loss. The increase in the company’s share capital from reserves is done by increasing the nominal amounts of shares.
Based on the Decision on the amendment of the Decision on the establishment of a limited liability company until August 10, 2020, and the Decision on the amendment of the Statute of the limited liability company until August 10, 2020, the Municipal Court issued a Decision 065-0-Reg-20-002694 on September 21st, 2020, successfully completing the procedure of increasing the initial capital of the company for our client.
If you need legal advice in Sarajevo regarding the increase in the initial capital of a limited liability company in Bosnia and Herzegovina – Business Registry at the Court as an individual, company, member of a company, director, or founder, or if you need a Corporate law lawyer for your company or business idea, you are in the right place with us. You can contact our Corporate law lawyers directly by phone (+387 62 342 463), WhatsApp, Viber, or email (rasid@haracic.ba).
