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1. What are the main capital transactions?
The main capital transactions include increases, decreases in capital and other transactions such as share repurchases, mergers and divisions.
Capital increase
The capital increase is a Key operation To Strengthen the Financial Resources Of a company, whether to finance its development or improve its Solvency.
There are three main forms of capital increases: in Numerary, in nature And by Incorporation of reservations. Each of these methods offers specific advantages depending on the needs and situation of the company.
Cash Increase
The Capital Increase In cash consists in shareholders or new investors injecting new liquidity into the company in exchange for the issuance of new shares.
This operation allows Strengthen Social Capital and to increase the funds available to finance projects, investments or business development.
This is the most common method for a business looking to finance growth or improve its financial structure.
Capital Increase in Kind
In this type of operation In nature, Shareholders Bring Material goods (real estate, equipment, patents) or intangible (goodwill, know-how) instead of cash.
These contributions in kind are Valued and Integrated To the company's share capital. This process is often used during mergers or to integrate strategic assets into the balance sheet.
This capital increase allows the company to acquire assets without having to raise cash, which allows it to strengthen its capital while expanding its assets.
Incorporation of reserves
TEAIncorporation of reservations consists in transforming part of the company's reserves (retained earnings, emission premiums) into share capital.
No new liquidity is provided in this operation, which allows Consolidating Own Funds by stabilizing the amounts already in the reserves.
This form of increase reinforces the image of Solidity of the Company with creditors and financial partners, without involving new subscriptions or dilution of shareholders.
Capital reduction
La Capital reduction Is an operation that consists of Decrease social capital Of a company. It Can Be Motivated By Losses Or Be Carried Out for Other Reasons, Such As Financial reorganization Of the Company or the Early repayment shareholders.
Capital reduction motivated by losses
When a business incurs significant losses, its Share capital May become greater than its own funds.
The reduction of capital then makes it possible to absorb these losses and to restore financial balance. It is an effective accounting tool to improve the solvency of the company and avoid judicial liquidation.
In the event that the losses are so significant that the share capital is completely absorbed, the company can resort to what is called a Accordion Sound. It's about Reduce Capital to Zero and then immediately proceed with a capital increase in order to reinject funds into the company. This makes it possible to restore the financial structure while saving the business.
Other Capital Cuts
Capital reduction can also be carried out in other contexts. For example, a business may decide to Repay part of the contributions To its shareholders, especially if there is an excess of equity. This operation makes it possible to reduce the dilution of existing shares, without this being linked to financial losses.
When a company incurs a capital reduction by selling Non-strategic assets, the gains made on these sales are recorded as Exceptional Products into account 775. This often happens during the financial reorganization of a company that separates certain assets to refocus its business.
These Financial Products Exceptional Circumstances Temporarily Increase the Available Resources and Provide the Company With Financial flexibility. The sale of non-essential assets is therefore a method of generating Liquidity.
Other types of capital transactions
In addition to capital increases and decreases, there are several Types of operations That Modify the Structure of share capital Of a company. These operations can be implemented for strategic reasons.
Share repurchase
The Share repurchase Allows a company to Buy Back Your Own Shares In circulation on the market.
This transaction results in a reduction in the number of shares in circulation, which Increase the value of the remaining actions.
It can be used for Avoid excessive dilution, Stabilize the course Action or Redistribute funds to shareholders.
Merger and Split
La Smelting Is an operation by which Two Companies Join Forces To form one and the same entity. The capital of the acquiring company is increased to include that of the absorbed company.
La Splitting, for its part, consists of Dividing a Society In Several structures Distinct. Each new entity receives a share of the share capital, which redistributes assets and securities differently.
Such transactions lead to a complete reorganization of the share capital and significantly affect the distribution of shares and the influence of Shareholders or Partners In the company.
Outstanding Products from Investment Grants and Trusts
Some capital transactions can also generate Exceptional Products That have an impact on the company's balance sheet.
For example, the Investment grants (account 777) are grants received from the State or from public bodies to finance investment projects. These grants temporarily increase the company's resources and can influence Strategic decisions Like the reinjection Funds in capital.
Les Trust Transactions (account 774) are also Non-recurring events, where ownership of an asset or fund is transferred to a Trusted Third Party We have a temporary basis. This transaction can have a significant impact on social capital, especially if it is part of a larger strategy of Reorganization Or of Securing assets.
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2. What are profit-sharing financial instruments?
Les Financial Incentive Instruments are essential tools for motivating employees, attracting investors and strengthening the company's social capital. They make it possible to link the Company Performance To the Remuneration Or at Benefits Granted To stakeholders.
BSPCE (Business Creator Share Warrants)
BSPces are Profit-sharing instruments Mainly used in the context of Start-up And Innovative SMEs. They allow employees and managers to acquire company shares at a fixed price in advance.
This mechanism is particularly effective for Motivate talent In a young company where financial resources are sometimes limited.
In terms of taxation, BSPces benefit from a Taxation : the capital gains realized during the sale of shares are subject to a reduced tax rate.
BSA (Stock Warrants)
Les BSA Are financial instruments that give their holders (employees, managers, or investors) the Right to subscribe to shares To One Fixed price At the time of the show.
Unlike BSPces, BSas can be awarded to anyone, including external investors, making them a flexible tool for attracting financial partners.
They are often used as part of Fundraising Or Loyalty plans.
BSA-AIR (Share Warrants with Rapid Investment Agreement)
The BSA-AIR is a BSA variant, generally used in quick fundraisers. This mechanism allows investors to acquire shares at a predefined price during the Next Increase Of capital.
The BAS-AIR offers a Simplified and Fast Framework, fully adapted to fast-growing start-ups looking to accelerate their financing. It is popular with investors for its flexibility and speed of execution.
Free Allocation of Shares (AGA)
TEAFree Allocation of Shares (AGA) is a Form of profit-sharing Where shares are granted free of charge to employees or managers of the company.
The Beneficiary Becomes the Owner of the Shares After a Acquisition period (generally between 2 and 4 years). This system aims to retain key talents by associating them with the growth of the company, without having to provide immediate capital.
The actions thus attributed can generate Capital gains For the Beneficiary, which also benefits from a Financial fiscal framework, with reduced taxation after a certain period of detention.
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3. Axiocap supports professionals in their capital transactions
In the context of capital transactions, the law requires the monitoring of several Legal Procedures. The Convening of a Extraordinary General Assembly (AGE) is mandatory to validate any operation to modify the share capital.
Les Governing Bodies of the company (Board of Directors, President, Manager) must Write a Report Explaining the reasons and modalities of the transaction, in particular the amount of the capital increase, the method chosen and its impact on the structure of the company. This report is submitted to The Approval of the AGE, which decides on the modification of the company's statutes and on the effective completion of the transaction.
Axiocap offers solutions that are perfectly adapted to Management of capital transactions. Whether for large companies with structured legal departments or fast-growing SMEs, Axiocap simplified procedures by offering tools to organize Online General Meetings. What to insure a Real-time tracking And a Optimal traceability Of all decisions related to capital, in particular thanks to its anchoring Blockchain.
Axiocap also allows Management of stock movements In a Completely Dematerialized Way, Thanks to a intuitive interface That automates the generation of legal documents and Insure them Conformity With French laws.
For legal departments, this solution allows a Considerable Time Savings, while SMEs benefit from an accessible platform, allowing them to manage capital transactions independently.
