Bylaw amendments

Capital increase

The company needs new funds, wants to bring in an investor, or wishes to capitalize contributions, and must raise its share capital.

In one line

A capital increase may involve a bylaw amendment and affect shareholders' participation; distinguish subscription from the actual payment of contributions.

First steps

Define the amount, method and purpose of the increase
Approve the resolution through the competent corporate body
Observe the preemptive right under art. 194
Document the subscription and payment of contributions
Register the increase where required

Framework for capital increases

Article 188 of Law 19,550 governs capital increases in corporations (SA), including the possibility of authorizing increases up to a certain limit without requiring a further amendment. When that limit is exceeded, or the entity type requires it, the increase is resolved as a bylaw amendment.

The increase may be carried out through new contributions or by capitalizing retained earnings or other accounts. We define the most suitable approach based on the objective, whether financing the business or bringing in a shareholder.

Preemptive rights and shareholder protection

Article 194 of Law 19,550 grants shareholders preemptive and accretion rights to subscribe for new shares in proportion to their holdings, protecting them from dilution.

We prepare the corporate body's resolution, the subscription offer, the deadlines for exercising preemptive rights, and the payment of contributions, ensuring full traceability throughout the process.

Common mistakes

Disregarding preemptive rights and improperly diluting shareholders
Confusing subscription with actual payment of the contribution
Failing to document the source of contributions
Omitting registration of the increase when required

Frequently asked questions

Does every capital increase require a bylaw amendment?

Not always; art. 188 allows authorizing increases up to a certain limit. Beyond that, it is carried out as an amendment.

What is the preemptive right?

The shareholder's right to subscribe for new shares in proportion to their holding, recognized under art. 194 of Law 19,550.

Can retained earnings be capitalized?

Yes; the increase may be carried out through new contributions or by capitalizing retained earnings or other accounts.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Carry out your capital increase without conflicts

We structure the increase while respecting shareholders' rights. Contact us to move forward.

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