Contributing property to a company in exchange for shares

When property is contributed to a capital company, the company becomes owner of the contributed right and the contributor receives a capital interest. Even a sole shareholder no longer holds the property personally on the same basis.

Valuation and title require separate checks

Article 72 of the Commerce Act requires a description of the non-cash contribution, its monetary valuation and the contributor’s title. For the specified capital companies, three independent experts appointed by the registration official perform the valuation. The value in the company’s constitutive documents cannot exceed theirs.

An expert valuation does not establish ownership or discharge a mortgage or attachment. Separately check title, encumbrances, matrimonial rights and the ability to contribute the precisely described right.

Coordinate documents and registrations

Article 73 governs contribution through the company agreement or articles and written consent describing the contribution with the contributor’s signature notarised; the notary checks title. On formation, acquisition is linked to the company coming into existence; a capital increase requires examination of the relevant resolutions and registration effect.

The property acquisition must also be registered with the property registration office using the required documents. Do not stop at the capital increase visible in the Commercial Register. Tax, accounting and credit consequences require separate assessment; contribution is not a universal way to avoid liabilities or freely recover the property when leaving the company.