Business and legal services
BDO guides your business in corporate law so that you can concentrate on your business.
We help you with everything from shareholder agreements, share issues and mergers to divisions and liquidations. Our support covers the entire process regardless of corporate form − both advice and concrete help with drawing up documents and registration with the Companies Registration Office. Our expertise thus extends across several different areas, but we always give you comprehensive advice on your specific needs.
Below are examples of the most common events in a company’s life cycle, with which we can assist.
By law, all limited companies are required to keep and update their share register. As more companies choose to not issue share certificates, the share register becomes increasingly important for the company’s owners. It becomes the only evidence of ownership of shares in the company.
BDO can assist with the establishment or reorganisation of the company’s share register. After that we can administer any changes in the share register.
When there are two or more shareholders, it is important to have a shareholders’ agreement governing the ownership structure and regulating any potential conflicts. BDO helps both with the preparation and interpretation of the shareholders’ agreement.
Shareholder contributions are a way of bringing new capital or assets into the company, conditional or unconditional. BDO assists with the preparation of documents concerning the shareholders’ contribution.
Amendments to the articles of association
The articles of association govern what the company, its shareholders and the board can and should do in different situations. Various restrictions can be found in the articles of association, and the most common is the pre-emptive provision according to which a share that is transferred can be bought back by the shareholders of the company. BDO helps with the proposals for the articles of association, drawing up the articles of association and amending them. Naturally, we are available in all contacts with the Companies Registration Office.
BDO can help you and your business from start to finish with all kinds of share issue. (Bonus issues, New issue cash and non-cash and the issue of convertible bonds and warrants).
BDO can help with the liquidation of your business no matter how you choose to implement it.
There are different types of merger: the merger of a wholly owned subsidiary, reverse merger when the parent company dissolves into subsidiaries, cross-border merger and merger between forms of company. A merger usually takes between 4-5 months to complete.
A quick closure is today a common way of liquidating a limited company. It means that you sell your company to our partner, who then manages the liquidation. It takes about 2-3 weeks.
BDO can assist with documentation for starting a liquidation, after which a liquidator is appointed formally to take over the running of the company until liquidation is complete. A liquidation takes at least 6 months to complete.
A shelf company is a company set up exclusively to be transferred to a new owner. When you acquire a shelf company from us, you get quick access to a pre-formed limited liability company, with corporate ID and company file.
Reduction of share capital and statutory reserve
BDO can help your company reduce the share capital and statutory reserve.
Reduction of share capital
Reduction of share capital can be made to cover losses, make repayment to shareholders or allocation to a reserve. If the share capital does not simultaneously increase by at least the same amount that it is reduced by, permission is required from the Companies Registration Office. The reduction can be carried out both with or without cancellation of shares. A decision to reduce the share capital is made by a general meeting of shareholders.
Reduction of statutory reserve
Reduction of the statutory reserve can be performed prior to a bonus issue or an issue of new shares, loss coverage, repayment to shareholders or allocation to a reserve. Permission for a reduction of the statutory reserve is always required if the funds are to be repaid to shareholders or allocated to a reserve. The decision to reduce the statutory reserve is made by the annual general meeting.
New and amendment registrations
BDO draws up documents and can act as representative for new and amendment registrations with the Companies Registration Office for all types of company: limited liability companies, trading partnerships, limited partnerships, economic associations, housing associations and sole proprietorships.