From 1 December 2013, it is proposed to change the ways how founders of limited liability companies are required to make capital contributions.

This is part of the Government’s fight against tax fraud which could end the use of fictitious capital contributions that founders (in their role as administrator) falsely declare in the company’s cash register as having been made.  

Instead, founders will be required to pay all or part of their capital contributions to a special bank account (or an account held at a branch of a foreign bank). The bank will then issue a special certificate confirming that the contribution has been paid. The certificate must then be submitted to the competent register court with the application for registration of the company to the Commercial Register.

The proposed changes will also prevent the funds in the special bank account from being disposed of until the company is registered in the Commercial Register, except:

  • to pay costs associated with the establishment and incorporation of the company
  • (where the company has not been incorporated) to reimburse the capital contribution to the founders.

Under transitional provisions, the obligation to deposit the registered capital contribution in the special bank account will not apply to companies that are established before 1 December 2013 and applied for registration in the Commercial Register before 28 February 2014.

The legislative process for making these changes is far from complete so they may be altered before they become law or may even be rejected by the legislator.