Legal Update
28 Oct 2026
Article 394 of the Criminal Code and Fictitious Capital in a Limited Liability Company’s Articles of Incorporation: When Numbers on Paper Can Lead to Criminal Charges
Many business founders view the articles of incorporation for a limited liability company (PT) as an initial formality. A certain amount of capital is listed, the notary drafts the articles, and then the business gets underway. It is at this point that risks often lurk. The amount of paid-in capital listed in the deed may never actually enter the company’s cash account. This practice is known as “fictitious capital,” and since the new Criminal Code takes effect on January 2, 2026, the consequences must be taken more seriously.
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