Structuring of the transaction
Choice between a cash increase, a contribution in kind, a set-off of receivables, or a capitalization of reserves. Creation of a class of shares (ordinary or preferred).
→ Corporate · Sub-expertise
A capital increase is not merely a formality: it redefines the balance of the capital, dilutes the existing shareholders and creates long-term commitments with the new investors. We structure the transaction end to end, from the negotiation of the term sheet to the registry formalities, securing the documentation and the cap table.
→ What we cover
Choice between a cash increase, a contribution in kind, a set-off of receivables, or a capitalization of reserves. Creation of a class of shares (ordinary or preferred).
Negotiation of the key parameters: pre/post-money valuation, rights attached to the new shares, governance, conditions precedent, timetable.
Management of the pre-emptive subscription right: maintained (open to existing shareholders) or waived in favor of an identified investor, with the president's report.
Drafting of the corporate resolutions (extraordinary general meeting, president's decision), subscription forms, updating of the shareholders' agreement, amendment of the articles.
Monitoring of the conditions precedent (authorizations, final due diligence, financing agreement), management of the closing and the waterfalls.
Deposit of the funds, depositary's certificate, registry filing, legal publication, updating of the company registration extract (Kbis) and the share-transfer register.
→ Our approach
01
Definition of the objectives (amount, type of investors, acceptable dilution), negotiation of the term sheet with the investors, validation of the key parameters.
02
Design of the transaction: type of increase, class of shares, coordination with the agreement and the articles, modeling of the post-transaction cap table.
03
Drafting of the corporate resolutions, the amended agreement, the amended articles, the subscription forms. Holding of the extraordinary general meeting.
04
Satisfaction of the conditions precedent, deposit of the funds, signing of the subscription forms, depositary's certificate, registry filing and legal publication.
→ Who we help
Capital increase reserved for a fund with the creation of Series A preferred shares, waiver of pre-emptive rights in favor of the fund, negotiation of the investors' agreement and the governance.
Increase maintaining pre-emptive rights to allow shareholders to subscribe pro rata to their stake, management of partial waivers and absorption by other shareholders.
Conversion of current accounts or debts into capital to strengthen equity without a cash contribution, coordination with the tax and social security considerations.
Contribution of an asset (business, patent, shares) in exchange for shares, with the intervention of a contributions auditor and optimized tax structuring.
→ Q&A
From 3 to 6 weeks for a standard transaction. Faster via BSA AIR (1 to 2 weeks). Longer for a full Series A with negotiation of the agreement and the governance (2 to 3 months). The timetable depends on the complexity of the term sheet and the number of investors.
The pre-emptive subscription right allows existing shareholders to subscribe to the capital increase on a priority basis, pro rata to their stake, to avoid dilution. It may be waived by a decision of the extraordinary general meeting in order to reserve the increase for an identified investor.
The pre-money valuation is the value of the company before the new funds are contributed. The post-money is the pre-money plus the amount raised. The existing shareholders' dilution is calculated on the post-money. A rigorous negotiation of the pre-money is essential.
Almost systematically in a structural raise: integration of the new investors, adjustment of the governance, the vetoes, the exit clauses. For a simple increase between existing shareholders, amendments may suffice.
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