Maatschappelijk kapitaal
Authorized capital
The authorized capital is the maximum amount of shares that a company may issue pursuant to its articles of association.
The authorized capital, also known as the authorized share capital, is the maximum amount stipulated in the articles of association for which shares may be issued. This amount constitutes the upper limit for the issued share capital and may only be amended by a resolution to amend the articles of association.
It is relevant because it enables the company to issue shares in a swift and flexible manner without the need to effect an amendment to the articles of association on each occasion, provided the authorized capital is not exceeded. The actual issued and paid-up capital may never exceed this ceiling.
In practice, the authorized capital is often set at a higher level than the issued share capital, thereby creating headroom for future capital increases, share issues or the admission of new shareholders.
“The company resolved to increase its authorized capital in order to create capacity for a future issuance of shares.”
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