Not applicable for this jurisdiction.

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

There is no concept of authorized or maximum capital. Increased capitalization may occur at any time and must be authorized by ordinary resolution of directors.

Public company

There is no concept of authorized or maximum capital. Increased capitalization may occur at any time and must be authorized by ordinary resolution of directors.

Stock corporation (AG)

Effectuated by amending the articles of association, which requires a 75-percent majority of the shareholders (unless the articles of association provide for a different majority, but in no case less than 50 percent of the votes cast).

Limited liability company (GmbH)

Effectuated by amending the articles of association, which requires a 75-percent majority of the shareholders.

With Limited Liability (WLL)

Typically a general assembly is required and a draft amended deed of association pertaining to the capital increase must be submitted to the MOIC and CBB. An approval from the MOIC and CBB (if applicable) must be obtained.

Closed Shareholding Company (BSC(c))

Typically a general assembly is required and a draft amended memorandum of association and articles of association pertaining to the capital increase must be submitted to the MOIC and CBB (if the company exercises CBB regulated activities). An approval from MOIC and CBB (if applicable) must be obtained.

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

In case, due to the losses sustained, the net assets of the public limited company should have dropped below 1/2 of the public limited company's share capital, the general shareholders' meeting must meet within no more than 2 months after the loss has or should have been established, as the case may be, in order to deliberate and resolve on a winding up of the public limited company.

The board of directors must justify its proposals in a special report.

If the board of directors proposes to continue the activities of the public limited company, it must set out in its report the measures it is considering to redress the financial condition of the public limited company.

If the net assets of the public limited company have fallen below the minimum required capital, any interested party or the public prosecutor's office can demand the dissolution of the public limited company in court.

Limited company (société à responsabilité limitée/besloten vennootschap)

In case, due to the losses sustained, the net assets of the limited company have become negative or threaten to become negative, the general shareholders' meeting must meet within no more than 2 months after the situation has been discovered in order to deliberate and resolve on a winding up of the limited company. The board of directors must justify its proposals in a special report.

If the board of directors proposes to continue the activities of the limited company, it has to set out in its report the measures it is considering redressing the financial condition of the limited company.

After having complied with the abovementioned duties, the board of directors is not obliged to convene the general shareholders' meeting for the same reason in the next 12 months after such convocation.

Belgian branch office of a foreign company

Not applicable as a Belgian branch office has no capital.

Limited liability company (Sociedade Limitada)

The company's capital can only be increased once it is fully paid in and upon the registration of an amendment to the articles of organization. According to the Brazilian Civil Code, each quotaholder has the pre-emptive right to subscribe the new quotas issued in a capital increase, proportionally to the equity held by each of them in the company's capital.

Corporation (Sociedade Anônima)

Effectuated by amending the bylaws, which requires authorization from the shareholders. If the corporation has a board of directors, the shareholders may establish an authorized capital. In this case, the capital may be increased within the limit of the authorized capital by means of a resolution of the board of directors, without the necessity of amending the bylaws.

A capital increase may only occur once, at least, 3/4 of the company's capital is fully paid in.

Corporate subsidiary (Corporation form rather than flow-through form)

An increase in authorized capital may be effectuated by amending the articles of incorporation, which requires authorization, generally, from 2/3 of the shareholders at a meeting and all the shareholders if by special resolution in writing.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Capital is represented by equity rights and is established in the bylaws. The amount of the company's capital may be increased or decreased by means of an amendment to the company’s articles of bylaws (complying with formal requirements that include a public deed, registration and publication and notice to the tax authority).

Corporation (Sociedad Anónima or S.A.)

Capital is divided into shares and is established in the bylaws. It shall be subscribed to and paid within a period of no longer than 3 years. If not, capital will be decreased ipso jure to the amount already subscribed to and paid. Capital may only be increased or decreased by agreement of the shareholders’ meeting. That agreement shall be reflected in an amendment of bylaws (complying with formal requirements that include the public deed, registration and publication and notice to the tax authority).

In public corporations, capital increases must be authorized by the CMF and the new shares must be registered in the Securities Registry of the CMF.

Simplified Corporation (Sociedades por Acciones or SpA)

Capital is divided into shares. Capital and the term to pay it is established in the bylaws. In case of silence, the term will be 5 years. If not, capital will be decreased ipso jure to the amount already subscribed to and paid.

Bylaws may establish minimum or maximum percentages of capital to be controlled, directly or indirectly, by a 1 or more shareholders.

Capital increases or decreases shall be agreed by shareholders in a special shareholder meeting, and such agreement shall be reflected in an amendment of bylaws (complying with formal requirements that include a public deed, registration and publication and notice to the tax authority). However, in a SpA, bylaws may be amended by all shareholders without the need for a meeting, if all shareholders subscribe to the bylaw amendment, public deed or a private document registered with a notary (complying with formal requirements that include registration and publication and notice to the tax authority).

In an SpA, bylaws may authorize the manager to increase capital of the SpA with the purpose of financing the management of the company or for specific purposes. In this case, a shareholders’ meeting is not required.

Decreases in capital amount must be agreed by shareholders with the quorum set out in bylaws. In case of silence, the quorum required will be unanimity.

Branch of a Foreign Legal Entity (Agencia)

The statement made by the agent shall contain the effective capital of the branch and the date and form in which such capital will be entered into the branch.

In order to increase or decrease the branch’s capital, the agent shall make, by public deed, a statement modifying the one that established the branch. An abstract of such public deed shall be registered in the Commercial Registry correspondent to the branch’s domicile and published in the Official Gazette within 60 days. Additionally, compliance of exchange rules is required.

Effectuated by amending the articles of association and joint venture contract/shareholders’ agreement (if applicable), which requires registration with the AMR. Among other application documents, the shareholder resolutions are required for application with the AMR.

General partnership (Sociedad Colectiva)

An increase of the company's capital must be executed through a bylaw reform and registered before the Registry of Commerce.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

An increase of the company's capital must be registered before the Registry of Commerce.

Limited liability company (Sociedad de Responsabilidad Limitada)

An increase of the company's capital must be registered before the Registry of Commerce.

Corporation (Sociedad Anónima)

An increase of the company's capital must be approved by the shareholders general assembly, and an increase in the authorize capital must be completed through a bylaw reform registered before the Registry of Commerce.

Simplified stock company (Sociedad por Acciones Simplificada)

An increase of the company's capital must be approved by the shareholders general assembly, and an increase in the authorize capital must be completed through a bylaw reform registered before the Registry of Commerce.

Limited liability company

More usual are debt-to-equity swaps, ie, capitalization of receivables with set-off against contribution to equity, without effect of increasing share ownership of a shareholder in the company. Alternatively by increase of registered capital subject to approval of shareholders’ meeting.

Joint stock company

Increase of registered capital subject to approval of shareholders’ meeting.

Limited liability company (Kapitalselskab)

The share capital may be increased or decreased by following the procedures stipulated in the Danish Companies Act, which generally requires a decision by qualified majority of the shareholders.

Adopted by the shareholders' meeting, the articles of associations must be changed accordingly (in general a majority of 2/3 of the votes as well as of the represented capital at the shareholders' meeting is required to change the article of associations).

The share capital may not be decreased below the company's legal minimum share capital.

Corporations

Capital may be increased any time after incorporation. It requires an EGM's resolution and must be reflected in the AoI or AoA of the company and its commercial register. In case of a JSC, if the capital increase is within the authorized capital, such increase will not require an EGM’s resolution and could be made by virtue of a BoD resolution.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Osakeyhtiö (Oy)

The issue of new shares in relation to prior shareholdings may be decided by a simple majority of the shareholders' meeting. If the issue is not in relation to prior shareholdings, a qualified majority will be needed. The shareholders' meeting may authorize the board of directors to decide about the issue of new shares. The issue of new shares needs to be registered in the Trade Register. If the articles of association must be amended, a decision by the shareholders' meeting with a qualified majority is needed.

Société par actions simplifiée (SAS)

Effectuated by amending the bylaws which requires a majority of the shareholders according to the provisions of the bylaws. In the event of a capital increase, the shareholders have a preferential subscription right.

Société à responsabilité limitée (SARL)

Effectuated by amending the bylaws, which requires a majority of the shareholders, the shareholders have a preferential subscription right if provided for in the bylaws or by a decision of the general meeting.

Société anonyme (SA)

Effectuated by amending the bylaws, which requires a majority of the shareholders. In the event of a capital increase, the shareholders have a preferential subscription right.

GmbH – limited liability company

Effected by amending the articles of association, which requires a notarized shareholders’ resolution.

Societe anonyme (S.A.)

Increase of the share capital may be made either by decision of the general meeting of shareholders, with the ordinary or extraordinary quorum and majority or by a decision of the board of directors, according to the provisions of Greek law and the articles of association of the company. Increase of the company capital may only take place through amendment of the articles of association and following a resolution of the general meeting. Accordingly, the share capital increase is effectuated as soon as the essential registrations to the General Commercial Registry are made.

Limited liability company (L.T.D.)

Increase of the company capital takes place through amendment of the articles of association and following a resolution of the general meeting taken with the extraordinary quorum and increased majority and pursuant to Greek law. Accordingly, the share capital increase is effectuated as soon as the essential registrations to the General Commercial Registry are made.

Private company (P.C.)

Increase of the company capital takes place through amendment of the articles of association and following a resolution of the general meeting taken with the extraordinary quorum and majority and pursuant to Greek law. Accordingly, the share capital increase is effectuated as soon as the essential registrations to the General Commercial Registry are made.

Limited private companies

The company may:

• Increase its share capital by allotting and issuing new shares in certain circumstances
• Capitalize its profits, with or without allotting and issuing new shares
• Allot and issue bonus shares with or without increasing its share capital
• Convert all or any of its sharesinto a larger or smaller number of shares

Registered capital can be increased by a resolution of a shareholders' or quotaholders' meeting. In the case of Zrts, the general meeting often authorizes the board of directors to increase the registered capital (issue new shares).

The effective date of the capital increase may be set out in the pertaining resolution, but it cannot be earlier than the date of the resolution.

In order to cover the losses of the Kft./Zrt., the quotaholders' /shareholders' meeting may order that the quotaholders/shareholders provide supplementary contributions (pótbefizetés). The supplementary contributions must be repaid to the quotaholders/shareholders if financial position of the Kft./Zrt. allows for such repayment.

Private limited company

Effectuated by amending the charter document, which requires authorization from both the board of directors and a majority of the shareholders. Further filing requirements with the ROC apply along with the payment of filing fees calculated based on the amount of authorized capital being increased.

Limited liability company

The capital of an Indonesian limited liability company consists of its authorized, issued and paid-up capital. An increase in capital must be approved under the general meeting of shareholders resolutions. The articles of association must be amended and approval must be obtained from the MOLHR for the increase of the authorized capital. Receipt of notification from the MOLHR must be obtained for the increase of the issued capital and paid-up capital.

Private company limited by shares (LTD)

Generally permitted. A company may increase its share capital by issuing and allotting further shares provided that the company's constitution authorizes such action.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Effectuated by shareholder action.

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

In order to resolve upon the increase in the corporate capital of a S.r.l. or S.p.A., a proper extraordinary quota-holders meeting must be held in front of the Italian Notary Public. The relevant decision is approved with the majorities provided by the articles of association.

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

Increase of stated capital may be done by issuance of new shares. Filing the changes of the stated capital and the number of shares with the Legal Affairs Bureau is required.

Godo-Kaisha (GK)

Increase of stated capital may be done by capital injection by existing/new members. Filing the changes of the stated capital with the Legal Affairs Bureau is required.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

The share capital of an S.à r.l. can be increased through a contribution in kind or cash by a decision of an extraordinary shareholders' meeting (held before of a Luxembourg notary).

The articles of incorporation/association of the company may provide for authorized capital, in which case the share capital of the company can be increase by a decision of the board of managers, within the limits as set out in the articles of incorporation/association and subsequently recorded by notarial deed.

Equity contributions without the issuance of any shares can also be made to the capital contribution account of an S.à r.l. (account 115 "compte des apports des actionnaires non rémunérés par des titres" of the Luxembourg Chart of Accounts) connected to the shares of such company.

Public limited liability company (Société anonyme or S.A.)

The share capital of an S.A. can be increased through a contribution in kind or cash by a decision of an extraordinary shareholders' meeting (held before a Luxembourg notary public). In case of a contribution in kind, the value of such contribution must, in principle, be certified by an external auditor (réviseur d'entreprises agréé) to the Luxembourg notary. The general meeting may limit or suppress the preferential subscription rights of the existing shareholders when increasing the share capital.

The company’s articles of incorporation/association may provide for an authorized capital, in which case the share capital of the company can be increased by a decision of the board of directors, within the limits as set out in the articles of incorporation/association, and subsequently recorded by notarial deed. The articles of incorporation/association may allow the limitation or suppression of the preferential subscription rights of the existing shareholders by the board of directors when increasing the share capital of the company using the authorized capital.

Equity contributions without the issuance of any shares can also be made to the capital contribution account of an S.A. (account 115 "compte des apports des actionnaires non rémunérés par des titres" of the Luxembourg Chart of Accounts) connected to the shares of such company.

Special limited partnership (Société en commandite spéciale or SCSp)

Conditions to be determined in the limited partnership agreement.

A 100-percent foreign-owned private limited company must increase its paid-up capital to RM500,000 for advisory and consultancy businesses and RM1 million for import, export, restaurant, and trading businesses.

There is no concept of authorized or maximum capital. Increased capitalization can occur at any time and must be authorized by ordinary resolution of directors or as otherwise determined by the Constitution of the company.

S.A. de C.V.

Depends if made to the fixed part, then approval of an extraordinary shareholders meeting is required and the amendment of the bylaws; if made to the variable part, approval of an ordinary shareholders meetings is required.

S. de R.L. de C.V.

Depends if made to the fixed part, then approval of an extraordinary partners meeting is required and the amendment of the bylaws; if made to the variable part, approval of an ordinary partners meetings is required.

S.A.P.I. de C.V.

Depends if made to the fixed part, then approval of an extraordinary shareholders meeting is required and the amendment of the bylaws; if made to the variable part, approval of an ordinary shareholders meetings is required.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

The articles of a BV only require mentioning the par value per share, not the amount of issued capital. Issuance of additional shares requires execution of a notarial deed before a civil law notary in the Netherlands on the basis of a shareholders’ resolution (and powers of attorney of the BV and the acquirer, unless they personally appear in front of the notary). A shareholder can also contribute capital on the already existing shares it holds in the capital of the BV by way of a share premium contribution (without issuance of shares).

Co-operative U.A.

The articles of a co-operative do not mention the amount of its capital; they only mention in which currency the member accounts are denominated. The membership agreement or, if so determined in the articles, the general meeting of members can commit a member to make a payment of initial or additional equity into the co-operative, which will be credited to the member account kept by the co-operative in such member’s name.

C.V. (a limited partnership)

The partners of the CV must each make an initial contribution in the form of capital or other assets. Generally, the limited partner contributes cash and/or goods. If the general partner does not contribute cash or goods, it can, for example, contribute the know-how, skills and experience required to conduct the business of the CV. The partnership agreement of a closed CV often requires that additional capital contributions to the CV after its formation require the prior unanimous written consent of all partners.

Limited liability company

There is no concept of authorized or maximum capital. Increased capitalization can occur at any time and must be authorized by the board of directors, unless the constitution provides otherwise. The Board must ensure that the requirements under the Companies Act and the FMCA are fully complied with when raising funds by way of a capitalization (including the issue of the applicable financial product).

Branch

Not applicable, this is subject to the requirements of the overseas company's place of incorporation.

A company having a share capital may increase its issued share capital by way of an ordinary resolution of the shareholders at a general meeting by the creation of new shares of such amount as it believes to be expedient. The Nigerian Company Law requires for at least 25 percent of the share capital including any increase to be paid up. Following an increase in its share capital, the company will be required to, within 15 days after the passing of the resolution, file with the local registry the particulars of the increase in the share capital. All shares must be allotted at the point of increase.

Private LLCs and public LLCs

Share capital increases are adopted by the general meeting following a proposal from the board of directors. The board of directors may be granted authority by the general meeting to adopt share capital increases on specific terms. Such authorization may not be valid for more than 2 years and must be limited to a maximum of 1/2 of the share capital as of the date the authorization was granted.

Partnerships with unlimited liability

Capitalization of a partnership is adopted by the partnership meeting.

Corporation (Sociedad Anónima or S.A.)

Capital is divided into shares and is established in the bylaws. It shall be subscribed and paid, at least, in 25% and, if applicable, the difference shall be cancelled under the conditions stipulated in the bylaws or as agreed by a shareholders’ meeting. If the obliged shareholder does not comply with the applicable conditions, it will not be able to exercise its right to vote with respect to its unpaid shares and such shares will not be computable to form the quorum in the shareholders’ meetings or to determine the majority in voting.

Capital may only be increased or decreased by agreement of the shareholders’ meeting, unless such corporate body delegates a specific agreement regarding those matters to the board of directors. That agreement shall be reflected in an amendment of the bylaws (complying with formal requirements that include the issuance of a public deed and the registration of the latter). Additionally, for the decrease of the capital stock, the corresponding resolution must be published in 3 different opportunities in the Official Gazette and in other local newspaper. If no creditor of the company opposes to such decrease within 30 days of the last publication, then the reduced capital shall be recorded before the Public Registry of Legal Entities of the domicile of the company, after the corresponding public deed is issued.

Likewise, in open corporations the new shares must be registered in the Public Registry of the Securities Market of the Superintendency of the Securities Market (Registro Público del Mercado de Valores de la Superintendencia del Mercado de Valores).

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

Capital is represented by equity rights and is established in the bylaws. The amount of the company's capital may be increased or decreased by means of an amendment to the company’s bylaws (complying with formal requirements that include a public deed, registration and publications).

Branch of a Foreign Legal Entity (Sucursal)

The parent company must declare the assigned capital of the branch.

In order to increase or decrease the branch’s assigned capital, an agreement of the competent corporate body will be required. The same shall be included in a public deed granted by a Peruvian Notary Public and recorded in the Public Registry of Legal entities of Lima of the domicile of the branch.

Generally not applicable.

Exception is a subsidiary where such increase requires approval by majority vote of the board of directors and shareholders representing 2/3 of the outstanding capital stock. Articles of incorporation must be amended and filed with the SEC.

Applies only to limited liability companies, joint-stock companies and limited joint-stock partnerships because only these entities have share capital. An increase in share capital may be decided upon by means of a resolution of the shareholders' meeting or the general meeting. In case of limited joint-stock partnerships, all the general partners must consent to such an increase.

Companies must keep an equity amount of at least 1/2 of its share capital. Should a company’s equity reaches below this level, the shareholders need to resolve on i) dissolution of the company, ii) share capital decrease or iii) capital contributions by the shareholders.

Corporations

Permitted. A corporation may amend its certificate of incorporation to increase its authorized capital stock.

Limited Liability Companies

Permitted. An LLC may amend its operating agreement to reflect an increase in capitalization.

The share capital may be increased by issue of new shares or increase of the share's nominal value. New shares may be issued in exchange for contribution in cash or in kind by incorporating the company's reserves (if possible) or by offsetting certain receivables.

Joint-stock company (public and non-public)

The charter capital of a company may be increased by increasing the nominal value of its shares or by issuing additional shares.

The decision to increase the charter capital of a company by increasing the nominal value of shares must be taken by a general shareholders' meeting.

The decision to increase the charter capital of a company by issuing additional shares must be taken by a general shareholders' meeting or the board of directors of a company if such resolutions are within its competence in accordance with the charter of the company.

Limited liability company

The charter capital of a company may be increased by means of the company’s assets and/or by means of additional contributions by its members, unless it is prohibited by the company’s charter, through the contributions of third entities/persons to be accepted into the company. The resolution on increase of the charter capital shall be made by a general members' meeting.

Limited liability company

Effectuated by amending the Articles of Association and the MISA license. A unanimous consent of shareholders is required.

Limited liability company

Share capital can be increased any time after incorporation.

Private and public companies

A company's authorized share capital is determined by its MOI. If additional shares are required to be issued in excess of the authorized shares, the MOI will have to be amended in order to sufficiently increase the authorized shares.

External companies

Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Permitted without amendment of AOI if increase is within the amount of authorized capital stipulated in the AOI; if in excess of authorized capital, amendment of AOI is required which requires a special resolution of the general meeting of shareholders (see Quorum Requirements for Shareholder and Board Meetings for quorum requirements for a special resolution). In both cases, unless the company’s AOI designate the general meeting of shareholders as having the authority of authorization, authorization of board of directors and court registration is required.

Limited company (Yuhan Hoesa)

Effectuated by amending AOI which requires special resolution of the general meeting of members (see Quorum Requirements for Shareholder and Board Meetings for quorum requirements for a special resolution); court registration is required.

Branch (Sucursal)

Not applicable (branches do not have capital, albeit funds can be allocated to a branch). Further funds may, however, be allocated to a branch.

Limited liability company (Sociedad Limitada)

Requires a resolution from shareholders general meeting.

Joint-stock company (Sociedad Anónima)

Requires a resolution from shareholders general meeting.

Limited company (aktiebolag, AB)

Generally, through issuance of new shares, warrants or convertibles or bonus issue with or without issuance of new shares, which requires a shareholders' resolution and registration with the SCRO. A board of directors may also resolve to issue new shares with the authorization granted by a shareholders' meeting,

Trading partnership (handelsbolag, HB)

A partner is not obliged to increase their contribution to the HB unless otherwise agreed upon in the partnership agreement.

Limited partnership (kommanditbolag, KB)

A partner is not obliged to increase their contribution to the KB unless otherwise agreed upon in the partnership agreement.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

Effectuated by share capital increase (ordinary or conditional) to be reflected in articles of association, which requires a resolution or authorization from the general meeting of shareholders. In addition, the board of directors may be authorized in the articles of association to increase and/or decrease the share capital within a defined bandwidth (so-called capital band).

Company limited by shares

An increase in the company's authorized capital will result in a Capital Tax of NTD1 for every NTD4,000 increase.

Closely-held company limited by shares

An increase in the company's authorized capital will result in a Capital Tax of NTD1 for every NTD4,000 increase.

Limited company

An increase in the company's capital contributions will result in a Capital Tax of NTD1 for every NTD4,000 increase.

Branch office of a foreign company

Not applicable for this jurisdiction.

Not applicable for this jurisdiction.

Companies may decide to increase their capital by way of in cash or in kind contributions. The following is required to increase capital:

• In order to realize capital increase, current committed capital must be paid
• A report prepared by a certified public accountant stating the current committed capital is paid
• Company shareholders resolution for capital increase and
• Registration of capital increase in the relevant Trade Registry.

Limited Liability Company

Generally permitted. Charter capital can be increased in case the current charter capital is paid in full. Increase is possible in 2 ways:

• By means of additional contributions of participants or
• Without additional contributions by means of undistributed profit of the company.

Additional contribution can be either in monetary or non-monetary form.

It is not allowed to increase charter capital if a company owns its own participation interest.

Charter capital may be increased by way of adopting a respective decision by 3/4 of the votes of all participants of the company who have the right to vote on relevant issues unless a different amount of votes is established by the charter itself, but no less than majority of votes.

Private Joint-Stock Company

Generally permitted. Charter capital can be increased in case all existing shares are paid in full. Increase is possible as follows:

• By means of additional issue of shares of the same par value or
• By means of increasing of par value of the existing shares.

Additional contribution can be either in monetary or non-monetary form. It is not allowed to increase charter capital if company owns its own shares.

Charter capital may be increased with the approval of shareholders holding at least 75 percent of the voting rights of the company.

LLC

Technically, approval of partners representing 75 percent of the capital is required, unless the LLC's memorandum provides for an additional numerical majority of partners. In practice, unanimous approval of LLC's partners is required by the DED licensing authority.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Authorization by an ordinary resolution and by the FZ-LLC's memorandum and articles of association required.

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Private limited company

Generally permitted. For companies with only 1 class of share, further shares may be allotted by the board of directors (if permitted by the articles). Alternatively, and in any other case, allotment of further shares requires the approval of a majority of the shareholders. Capital contributions are not formally recognized under UK law.

Raising capital from the public is prohibited.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

An increase in authorized capital may be effectuated by amending the charter, which generally requires authorization from the Board and at least of a majority of the shareholders.

In order to increase the charter capital of a foreign-owned company, the company is required to register the amending of its IRC and ERC to record the new amount of charter capital, together with the internal amending of the charter of the company.