If a company’s share capital is to be increased through non-cash contributions (i.e., other assets or rights) instead of cash, an independent sworn auditor must be involved in certain cases. The audit of non-cash contributions is crucial to protect the interests of shareholders and investors and to ensure the accuracy of the contribution’s value.
A non-cash contribution can be any asset or proprietary right that:
This can include, for example, real estate, vehicles, computer equipment, debt claims, or loans granted by owners.
However, services, work performed, or the founders’ contribution to the establishment of the company cannot be considered non-cash contributions.
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● For a private limited company, an auditor’s assessment is mandatory if the share capital is at least 25,000 euros.
● For a public limited company, an auditor must always be involved, regardless of the share capital amount.
● Verifies whether the valuation of the non-cash contribution presented by the management board is appropriate and justified.
● Provides an independent assessment of whether the asset’s value is sufficient, corresponds to market value, and whether the evidence and documents presented for it are adequate.
● Certifies that the non-cash contribution complies with the requirements of § 143 of the Commercial Code.
According to the law, the company’s management board first assesses the value of the asset or right, based on documents, contracts, valuation reports, etc. The management board prepares the assessment, and then the shareholders make the decision regarding the contribution. Only after this is an auditor involved, who verifies the justification of the management board’s assessment and the sufficiency of the evidence.
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