Register a share capital increase
A capital increase is registered from "Add Operation" › "Capital increase". In the first step you enter the date, the "New shares" approved by the resolution and the deed details; in the second, each subscriber with their shares, their class and their premium, and at the end "Save capital increase". With "Capital increase AI", Sttok reads the deed and proposes the details to you.
On this page
Before you start
- The capital increase deed, with its date, notary and protocol number.
- The resolution of the general meeting: how many new shares are issued, of which class and with what premium.
- Who subscribes and how many shares each one takes. If someone new comes in, their name and tax ID.
- If the class of the new shares doesn't exist yet, create it first: in Shareholders, open "Share Classes" and click "Add class".
How to do it#
- Open the form. In Transactions, go to "Transactions List", click "Add Operation" and choose "Capital increase".
- Fill in the first step. The "Date" and the "New shares", which are required; the deed in "Add document (optional)", "Comments" if you want, and the notary details: "Notary Name", "Protocol Number", "Notary Town" and "Deed Date". Click "Next".
- Choose the first subscriber. At the top you see the "Total New Shares pending allocation". In "Select shareholder" choose who subscribes and enter their "New shares". Click "Validate".
- Enter the class, the premium and the numbering. Choose the "Share Class" and, if there is one, the "Share premium per share". The numbering goes in "From no." and "To no."; with "Use first available range of the class" Sttok fills it in for you.
- Click "Save movement". The subscriber moves to the list of movements and the amount pending allocation goes down. Repeat steps 3 to 5 for each subscriber.
- Click "Save capital increase". With all the subscribers in the list, the capital increase is registered with all its subscribers.
New shares follow on from the existing ones. A company's numbering is consecutive: if the last share was no. 2,829,348, the first new one is no. 2,829,349. That's what "Use first available range of the class" does, so you don't have to work it out by hand.
With "Capital increase AI"#
If you have the deed as a PDF, choose "Capital increase AI" instead of "Capital increase". It's a three-step form:
- The deed. You upload the document and click "Read with AI". Sttok fills in what the document says: the dates, the notary, how many shares the resolution approves and who subscribes, and keeps it marked until you review it. You enter the "Registration date" and the "No. of new shares", which are the ones the resolution approves.
- The capital increase. You see the figures "Approved", "Subscribed" and "To be subscribed". In "What is issued" you choose the class with "Select share class" or create another with "Another share class". The new numbering starts at the number after the last one issued and is split automatically among the subscribers. The header of the price column lets you choose the unit you enter it in.
- Review. The whole capital increase before you register it.
If you don't want Sttok to read the document, tick "Don't fill in the form with this document": it stays attached to the operation and you fill in the fields yourself. We explain it in Fill in an operation by reading the deed.
An example with figures#
The general meeting of Sociedad Ejemplo, S.A. approves issuing 100,000 shares with a nominal value of €0.01 and a premium of €4.99 per share. Two investors subscribe them, so there are two movements:
| Fondo Alba subscribes | 60,000 shares |
| Jorge Ríos subscribes | 40,000 shares |
| Nominal (100,000 × €0.01) | €1,000 |
| Premium (100,000 × €4.99) | €499,000 |
| Total paid in | €500,000 |
The share capital goes up by €1,000, the nominal value of the new shares. The premium is not share capital: it's what is paid above the nominal value.
What happens next#
- The capital increase appears in the Operations list with its date, the number of shares and the amount.
- Its record shows, in "Details", each subscriber with their shares, the numbering they receive, the class, the nominal value, the premium and the total.
- The register of registered shares shows the subscribers with their new shares, and the percentages of all the shareholders are recalculated.
Frequently asked questions#
What if the capital increase isn't fully subscribed?
Register what was actually subscribed. If the resolution allows it, the capital increase stands for the amount subscribed. What your deed says is what Sttok has to reflect.
What is "New Shareholder" for?
"New Shareholder" opens "Add Shareholder": it adds an individual or a legal entity with their name, tax ID and email, but doesn't give them any shares. If someone new subscribes the capital increase, you can add them this way before registering it.
Can I try out the capital increase before registering it?
Yes: simulate the round first. The simulator works out the result without registering anything.
Related
- Register an operation: what each type asks for Every operation is registered from "Add Operation", on the Operations screen. The first step is almost the same for all types: the date, the document, the comments and the notary details. What changes is the second, because each type does something different to the share capital: create or cancel shares, change their owner, distribute money, reorganize them or exchange them for shares in another company.
- Fill in an operation by reading the deed To have Sttok read the deed, choose "Capital increase AI" or "Sale and Purchase AI" in the "Add Operation" menu. You upload the document, click "Read with AI" and Sttok fills in what it says: the dates, the notary, the shares and who takes part. What it reads stays marked until you review it. If you don't want it read, tick "Don't fill in the form with this document".
- Share classes and numbering A class groups the shares that carry the same rights: how many votes they give, their nominal value and whether they have preferences or restrictions. Each share also carries a number, and knowing which numbers belong to whom is what makes it possible to transfer specific shares.
- The register of registered shares Sttok's register of registered shares is the complete record of who holds shares in the company, of which class and in what percentage. It is not edited: it builds itself from the recorded operations, and it can be read in several views, from the summary by class to the history of each operation.