When you initiate a capital increase from your Qonto interface, you are guided step by step through the process. Throughout this process, two types of documents are required:
- The company's legal documents (decision minutes and capitalization table) → to be uploaded to your Qonto space, when setting up your capital increase file.
- The documents of the operation participants (natural and legal persons) → requested later by email, after validation of your legal documents by our team.
🔹 In this article, we detail only the documents to be provided by the company conducting the operation.
📄 Decision minutes
The minutes (PV) is a legal document that formalizes the decision of the partners or sole shareholder to increase the share capital. It sets the terms of the operation (amount, creation of new securities, price, associated rights, etc.) and designates the persons responsible for the formalities.
At Qonto, the PV is essential to open the capital increase account because it:
- certifies that the decision to increase capital has been made in accordance with the law,
- defines the framework of the operation (amount, price, terms),
- enables the subsequent issuance of the certificate of deposit of funds.
⚠️ Important: the final version of the minutes is mandatory for opening the capital increase account. In case of modification during the payment phase (for example: withdrawal of a participant, change of amount, etc.), a corrected version will be required for issuing the deposit certificate.
Expected content of the minutes
The capital increase minutes must contain:
General information: corporate name, registered office, RCS, date and place of decision, type of meeting (EGM, sole partner decision, etc.)
Decision: amount of the increase, implementation methods (Qonto only accepts cash contributions), issuance of new shares/social shares or increase in the nominal value of existing securities, with their price and associated rights.
⚠️ Important: the decision PV records the intention to increase capital but does not yet establish its effective completion. This establishment will occur later, after deposit of funds and obtaining the certificate.
Powers and formalities: designation of persons in charge of administrative procedures.
Signatures: legal representatives or partners/shareholders, with mandatory certified electronic signature.
Share price: it must be written in its entirety, without breaks or rounding, respecting all digits after the decimal point.
Total amount of cash contributions: must be mentioned and correspond exactly to the funds paid into the capital increase account.
Subscription period: it must be set reasonably, so as to cover the complete phase of receiving funds. The period must therefore not be too short and must allow the capital increase account to be opened, for subscribers to actually pay the funds, and for these to be recorded.
Mention of the fund depositary: the following phrase must be used:
"The funds will be deposited, within the deadlines provided by law, in a dedicated bank account, the details of which will be communicated to subscribers by the President."
👉 A template is available at the end of the article.
📊 Capitalization table
The capitalization table (or cap table) is a document that presents the distribution of share capital before and after the increase. It must be consistent with the minutes and allow easy understanding of the operation's impact on the capital structure.
Expected content of the capitalization table
| Information to Include | Details |
|---|---|
| Complete list of shareholders | All shareholders must be listed, whether or not they participate in the transaction. |
| Shareholding distribution before and after the capital increase | The exact shareholding of each shareholder must be indicated before and after the transaction. |
| Number of shares/units | The number of securities must be specified before and after, depending on the chosen method (creation of new securities or increase of the nominal value). |
| Amounts subscribed by each participant | The amounts must be specified for each shareholder, including any share premium, and must match the statements in the minutes. |
| Respect of proportionality | If all shareholders participate, the distribution must remain proportional. If some do not participate, their participation must be clearly indicated as “0”. |
| Consistency of nominal values | The nominal value must be identical between the table and the minutes, and consistent with the total amount of the capital increase. |
👉 A template is available at the end of the article.
📥 Templates to download
Templates are available to guide you in preparing your documents.
⚠️ Important: These templates are provided solely as practical aid to limit formal errors. They do not constitute legal acts or legal advisory services. The compliance of the final documents remains the responsibility of the company and/or its advisors (lawyer, legal formalist, accountant).
📩 For any questions, you can contact our team: qonto-ak@qonto.com or consult our FAQ section dedicated to capital increases.