Increase in capital with offsetting of claims

Increase in capital with offsetting of claims

Provisions applicable to SAs

Article 292 of the CCC: The new shares may be paid up in cash, by clearing certain debts, due and the amount of which is known to the company, by incorporation of reserves, profits, and issued premiums, by contributing shares, or by converting bonds.

Article 305 of the CCC: The proof of the payment of the amount of the shares in compensation for the debts due on the company is established by a certificate issued by the board of directors and approved by the auditor. Such certificate shall serve as the certificate referred to in Article 304 of this Code.

Auditor's duties

The statutory auditor is required to certify that:

• Take notice of the certification issued by the Board of Directors attesting to the overdue and certain nature of the debt to be cleared;

• Perform an audit of the balance of the accounting account to check accounting entries, and verify the existence of supporting documents;

• Carry out external confirmations to ensure the absence of any debt (debt to the company) that may change the net amount of its debt ;

• Implementing all necessary diligence to attest to the certain, payable, due, and liquid nature of the debt.