Gezeichnetes kapital

What Is Gezeichnetes Kapital?

Gezeichnetes Kapital, often translated as subscribed capital or called-up capital, represents the portion of a company's authorized share capital that shareholders have legally committed to contribute. This commitment forms a fundamental part of a company's financial structure and is crucial in Corporate Finance and Accounting principles, especially within civil law jurisdictions like Germany. It signifies a legally binding promise from Gesellschafter (shareholders) to pay a specific amount of money to the company, either immediately upon Unternehmensgründung or at a later, specified date.

Unlike the full authorized capital, gezeichnetes Kapital is the capital that has been formally "subscribed" or committed by investors through the purchase of shares. This amount is recorded on the company's Bilanz as part of its Eigenkapital (equity), even if the full cash amount has not yet been received. The key aspect of gezeichnetes Kapital is the obligation to pay, which provides a layer of security for the company's creditors.

History and Origin

The concept of subscribed capital is deeply rooted in the historical development of corporate law, particularly in continental Europe. Its origins trace back to the need for legal frameworks that would govern joint-stock companies and provide a measure of protection for creditors when shareholders enjoyed limited Haftung. In Germany, the foundational principles governing gezeichnetes Kapital are enshrined primarily within the Aktiengesetz (AktG), the German Stock Corporation Act, and the GmbH-Gesetz (GmbHG), the Limited Liability Company Act.

The Aktiengesetz, which has undergone several revisions since its initial enactment, meticulously details the requirements for a company's Aktienkapital, including the minimum amount of capital that must be subscribed and, importantly, the portion that must be paid up (einbezahlt) at the time of registration. For instance, for an Aktiengesellschaft (AG), the minimum Stammkapital (registered capital) is €50,000, of which at least one-quarter of the par value and any premium (agio) must be paid upon formation. This legal framework, established over centuries, aims to balance the ease of capital formation with creditor protection, ensuring companies have a tangible financial base. The current Aktiengesetz (AktG) provides the legal backbone for corporate capital in Germany.

#¹⁰# Key Takeaways

• Legal Commitment: Gezeichnetes Kapital represents a legally binding commitment by shareholders to inject capital into the company.
• Balance Sheet Item: It is recognized on the company's balance sheet under equity, even before the cash is fully paid.
• Creditor Protection: This committed capital serves as a critical buffer for creditors, establishing a minimum level of financial backing.
• Foundation for Operations: It forms the initial financial foundation for a company's operations and future growth.
• Distinction from Paid-in Capital: It differs from einbezahltes Kapital (paid-in capital), which is the portion of gezeichnetes Kapital that has actually been remitted.

Interpreting the Gezeichnetes Kapital

Interpreting gezeichnetes Kapital involves understanding its implications for a company's financial health and its obligations to external parties. When a company registers its gezeichnetes Kapital, it signals a commitment from its Gesellschafter that a certain amount of capital will be available. This is particularly important for startups or companies undergoing a Kapitalerhöhung, as it indicates the extent of investor confidence and future funding.

For analysts and creditors, a high proportion of gezeichnetes Kapital that is not yet paid up (uncalled capital) can indicate a potential source of future liquidity, but also a future Zahlungsverpflichtung for shareholders. It directly impacts the company's Haftung framework; while shareholders have limited liability, they are still obligated to fulfill their subscribed capital commitment. Transparent reporting of gezeichnetes Kapital ensures that all stakeholders have a clear picture of the company's true financial backing and the responsibilities of its owners. It is a key element in a company's overall Unternehmensfinanzierung strategy.

Hypothetical Example

Consider "InnovateTech AG," a newly formed German stock corporation.

1. Company Formation: InnovateTech AG is established with a registered Stammkapital of €100,000, divided into 100,000 shares, each with a Nennwert of €1.
2. Subscription: During its initial public offering, investors subscribe to all 100,000 shares. At this point, the "Gezeichnetes Kapital" of InnovateTech AG is €100,000. This reflects the total commitment from the investors to purchase these shares.
3. Initial Payment: According to German corporate law for an AG, at least 25% of the par value of each share must be paid up immediately. So, for InnovateTech AG, the shareholders initially pay €25,000 (€100,000 * 25%). This €25,000 is the "einbezahltes Kapital" (paid-in capital).
4. Remaining Obligation: The remaining €75,000 (€100,000 - €25,000) is the "nicht eingefordertes gezeichnetes Kapital" (uncalled subscribed capital) or "ausstehende Einlagen" (outstanding contributions). This amount represents a future call on the shareholders, meaning the company can demand this remaining capital from its shareholders at a later date if needed, such as for a new project or to cover operational costs.

This example illustrates how gezeichnetes Kapital is the total committed amount, distinct from the amount actually paid in at any given time.

Practical Applications

Gezeichnetes Kapital plays a vital role across various aspects of business and finance:

• Company Formation and Registration: It is a prerequisite for registering a new company, particularly corporations like an AG or GmbH in Germany. The articles of association specify the amount of gezeichnetes Kapital, which must then be fully subscribed by shareholders for the company to be legally established.
• Financial Reporting and Transparency: The amount of gezeichnetes Kapital is a mandatory disclosure on a company's Bilanz under Eigenkapital. This transparency allows investors and creditors to assess the company's capital structure and the extent of shareholder commitment. International accounting standards, such as IAS 1, provide guidelines for the presentation of financial statements, which include details about share capital.,
• Creditor Prote⁹c⁸tion: It serves as a guarantee to creditors. Should the company face financial difficulties, the uncalled portion of gezeichnetes Kapital can be called upon from shareholders, providing an additional layer of security for the company's debts. This is especially important for maintaining trust in capital markets. Regulatory bodies and frameworks, like those examined by the Organisation for Economic Co-operation and Development (OECD), emphasize the importance of robust capital structures for corporate governance.
• Corporate Gover⁷nance: The structure and management of gezeichnetes Kapital are integral to good corporate governance. It defines the initial funding obligations and the legal relationship between the company and its Gesellschafter, impacting decision-making and accountability.

Limitations and Criticisms

While gezeichnetes Kapital is a cornerstone of corporate law and serves important functions, it also presents certain limitations and has faced criticisms:

• Illusion of Capital: The primary criticism is that gezeichnetes Kapital, particularly the uncalled portion, can create an "illusion of capital." While it represents a legal commitment, the actual cash may not be immediately available to the company. If shareholders default on their Zahlungsverpflichtung when the capital is called, the company might face liquidity issues despite the recorded commitment.
• Enforcement Challenges: Enforcing the collection of uncalled gezeichnetes Kapital can be a complex and time-consuming legal process, especially if shareholders are numerous or reside in different jurisdictions. This can delay or even jeopardize a company's access to vital funds.
• Minimum Capital Requirements: Some critics argue that rigid minimum capital requirements, historically linked to gezeichnetes Kapital, can hinder Unternehmensgründung and innovation, particularly for small and medium-sized enterprises (SMEs) that may not require large initial cash infusions. Legal reforms, such as the German Aktienrechtsnovelle, sometimes address these issues by seeking to increase financial flexibility.,
• Impact on Share⁶h⁵older Value: For shareholders, the uncalled portion represents a contingent Haftung that reduces their effective return on investment until the capital is fully paid. This can impact investment decisions and the perceived value of shares. The ongoing debate around corporate governance often touches upon the balance between capital requirements and shareholder interests.
• Complexity for I⁴nternational Investors: For international investors unfamiliar with German Unternehmensrecht, the distinction between subscribed, called, and paid-in capital can add a layer of complexity to financial statements. International Financial Reporting Standards (IFRS), such as IAS 1, aim to standardize the presentation of financial statements, but jurisdictional specifics remain.,,

Gezeichnetes Kap³i²t¹al vs. Stammkapital

While closely related, "Gezeichnetes Kapital" and "Stammkapital" are distinct concepts in German corporate law.

Stammkapital, or registered capital, refers to the minimum capital amount legally required for the formation and registration of a limited liability company (GmbH) or a stock corporation (AG) in Germany, as stated in the company's articles of association. It is the theoretical capital base of the company and reflects the par value of all issued shares. For a GmbH, the minimum Stammkapital is typically €25,000, and for an AG, it is €50,000. This figure is fixed at the time of company formation and only changes if there is a formal Kapitalerhöhung or reduction.

Gezeichnetes Kapital, on the other hand, is the portion of that Stammkapital that shareholders have committed to pay. In the context of an AG, where Stammkapital is also called Grundkapital (share capital), gezeichnetes Kapital is essentially the Grundkapital itself, representing the total face value of shares issued to and subscribed by shareholders. The confusion often arises because, in the German legal context, once shares are "gezeichnet" (subscribed), that amount becomes the company's registered capital. However, the critical distinction lies in the payment status. Gezeichnetes Kapital signifies the obligation, whereas the Stammkapital is the overall registered amount that forms the basis of that obligation. The actual cash received is referred to as "eingezahltes Kapital" or "Einlagen" (paid-in capital or contributions).

FAQs

What is the minimum gezeichnetes Kapital required in Germany?

The minimum amount of gezeichnetes Kapital depends on the legal form of the company. For an Aktiengesellschaft (AG), the minimum Aktienkapital (Grundkapital) that must be fully subscribed is €50,000. For a Gesellschaft mit beschränkter Haftung (GmbH), the minimum Stammkapital (which functions similarly to gezeichnetes Kapital in this context) is €25,000.

How is gezeichnetes Kapital recorded on the balance sheet?

Gezeichnetes Kapital is recorded on the liabilities side of a company's Bilanz under the Eigenkapital section. If not fully paid up, it is typically presented alongside the "eingezahltes Kapital" (paid-in capital) and the "nicht eingefordertes Kapital" (uncalled capital), clearly distinguishing the committed amount from the amount actually received.

Can gezeichnetes Kapital be increased or decreased?

Yes, gezeichnetes Kapital can be increased through a formal process called a Kapitalerhöhung (capital increase), where new shares are issued and subscribed. It can also be decreased through a capital reduction, which is a more complex legal process typically undertaken under strict conditions to protect creditors. Both processes usually require shareholder approval and legal formalities under Unternehmensrecht.

What happens if shareholders don't pay their gezeichnetes Kapital?

If shareholders fail to pay the committed portion of their gezeichnetes Kapital when called upon, they are in default of their Zahlungsverpflichtung. The company typically has legal recourse, which may include issuing reminders, charging interest, or even forfeiting the shares and claiming damages. This obligation is crucial for a company's Haftung framework and creditor confidence.

Is gezeichnetes Kapital the same as authorized capital?

No, they are different. Authorized capital is the maximum amount of share capital that a company is legally permitted to issue, as defined in its articles of association. Gezeichnetes Kapital is the portion of that authorized capital that has actually been subscribed by shareholders, meaning they have committed to buying shares up to that amount. A company's gezeichnetes Kapital can never exceed its authorized capital.