A contribution is a specific asset, whether cash or a non-cash contribution, through which a shareholder participates in share capital. A business share, by contrast, comprises the shareholder’s rights, duties and participation in the company; its size is determined by the ratio of the shareholder’s contribution to share capital. A contribution obligation is assumed on formation or a capital increase. A transfer or inheritance of an existing fully paid share does not create a new obligation to pay the contribution again. A share may be transferred, inherited or pledged subject to the statutory conditions.
What is a contribution, and what is a business share?
The terms are often confused, but legally they mean different things. Under Section 59 of the Commercial Code, a contribution comprises money and other assets capable of monetary valuation that a shareholder puts into the company. All contributions together form share capital, which must be at least €5,000, with each shareholder contributing at least €750 (Sections 108 and 109). It is therefore a specific asset contributed to the company.
A business share, by contrast, measures participation in the company’s net business equity (Section 61) and represents the shareholder’s rights, duties and corresponding participation (Section 114(1)). Its size is determined by the contribution’s ratio to share capital unless the memorandum provides otherwise.
How are the contribution and share connected?
On formation of a company or an increase in its capital, participation is linked to assuming a contribution obligation. Where an existing share with a fully paid contribution is transferred or inherited, however, the acquirer does not have to pay the contribution again. If part of the contribution remains unpaid, the obligations attached to the transferred share must also be assessed. A further contribution, for example on a share capital increase, increases the business share proportionately. Each shareholder may hold only one business share (Section 114(2)).
Why the distinction matters
It matters particularly when dealing with the assets. A contribution is not returned to the shareholder during the company’s existence (Section 123(3)); it is permanently tied to share capital. A business share is a transferable and inheritable asset. It can be transferred by agreement, inherited or made subject to security. Its purchase price need not equal the contribution: it reflects the company’s actual value. This distinction is crucial when a shareholder joins and when forming an s.r.o., as contribution and share ratios are established.
This answer provides general information on the law as at 10 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
