Initial and relevant obligations

The liability of the company’s members depends on the type of company which will be selected. A limited liability company with shares is the most common type of company and it may be either public or private. A private limited liability company must have at least one (1) member and cannot be more than fifty (50). A public company must have at least seven (7) members.

In the case of a variable capital investment company (VCIC), if it is a private company it may have from one (1) up to fifty (50) members, while if it is a public company, it must have at least one (1) member.

In the case of a company with a share capital, the company’s memorandum must state the amount of nominal capital with which it intends to register. The nominal capital may consist of issued and non-issued share capital. The issued share capital corresponds to the amount of the nominal capital which the company has issued to its shareholders, while the non-issued share capital corresponds to the amount of the share capital which has not yet been issued.

For private companies there is no minimum share capital requirement, while the minimum nominal and issued capital of a public company offered for subscription is twenty-five thousand, six hundred and twenty-nine euros (€25.629).

In the case of a VCIC, the memorandum of association provides inter alia the following in relation to its share capital:

1. the issued share capital of VCIC at any given time, is equal to the net asset value of the company, following the removal of its obligations;
2. the share capital of VCIC is subdivided to a number of shares without nominal value, since their nominal value is variable;
3. the shares of VCIC are redeemable by itself, upon request of its members, directly or indirectly, from its assets.

The initial minimum share capital will depend on the type of the VCIC, as follows:

Information regarding the share capital and the first shareholders of the company are notified to the Registrar of Companies with the memorandum of association. Subsequent to the registration of the company, with the exception of the VCIC, any changes regarding the shareholders of a private company are notified with the submission of form HE57 while at the same time any changes relating to the share capital are notified, depending on the change, with the submission of forms HE12, HE14 or HE16. For further information, you may visit the page Updating Share Capital & Shareholders.