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Shareholders can make capital contributions in monetary terms, or they can use physical goods, industrial property rights, non-patented technologies, and land use rights as capital contributions. In this case, the shareholder's non-monetary contribution is "limited to the method prescribed by law", that is, the law stipulates the scope of non-monetary contribution, and only non-monetary property prescribed by law can be used as capital contribution.
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Legal analysis: shareholders can make capital contributions in monetary terms, or in kind, intellectual property rights and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with the law; However, there is an exception for those who are prohibited by law from making capital contributions.
Legal basis: Article 27 of the Company Law of the People's Republic of China Shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in monetary terms and can be transferred in accordance with the law; However, laws and administrative regulations stipulate that it shall not be used as capital contribution. The non-monetary property contributed by the servant shall be appraised and verified, and shall not be overvalued or undervalued.
Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.
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The registered capital subscription system cannot be filled in arbitrarily. Article 26 of the Company Law of the People's Republic of China stipulates that the registered capital of a limited liability company shall be the amount of capital contribution subscribed by all shareholders registered with the company registration authority. If laws, administrative regulations and the minimum amount of paid-in capital and registered capital of a limited liability company have other provisions, such provisions shall prevail.
Article 80 stipulates that if a share**** is established by initiation, the registered capital shall be the total amount of share capital subscribed by all the promoters registered with the company registration authority. No shares shall be raised from others until the shares subscribed by the promoter are fully paid. If the shares are established by way of raising, the registered capital shall be the total paid-in share capital registered with the company registration authority.
If laws, administrative regulations and decisions have other provisions on the paid-in capital and the minimum amount of registered capital of shares, such provisions shall prevail. Article 26 of the Law of the People's Republic of China on Simplified Companies: The registered capital of a limited liability company shall be the amount of capital contribution subscribed by all shareholders registered with the company registration authority. Where laws, administrative regulations and decisions have other provisions on the paid-in registered capital and the minimum amount of registered capital of a limited liability company, such provisions shall prevail.
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1. The capital contribution subscribed by shareholders for new capital shall be implemented in accordance with the relevant provisions on the payment of capital contribution for the establishment of a limited liability company.
2. When issuing new shares in order to increase the registered capital, the shareholders shall subscribe for the new shares, which shall be implemented in accordance with the relevant provisions on the payment of shares for the establishment of shares.
The increase in the registered capital subscription provisions is required within one month, all the original increase in the registered capital to subscribe in place, the increase in the registered capital subscription period is generally within one month, the current registered capital system is the subscription system, that is to say, when handling the business license, the industrial and commercial bureau does not need to verify the capital report, and the size of the old registered capital and the registered capital subscription period are agreed by the shareholders themselves, as long as it is stated in the articles of association. Therefore, the provisions on the subscription period of registered capital are agreed by the shareholders themselves.
The registered capital of the company has been changed to a subscription system, except for banks, insurance and other enterprises, how much they promise to subscribe, when and how much they can pay, but if they promise to pay it off within two years, it is a breach of commitment, isn't it dishonest? Therefore, it can be paid in a timely manner, and the deadline for payment in the articles of association can also be amended.
It is not easy for contemporary society to set up a public regret company, so our country has also seen the hardships behind such small and medium-sized enterprises in starting a business, so it is stipulated that at the beginning of the company's establishment, there is no need for a paid-in system, and there is a requirement for the amount of registered capital, which can be completed within the agreed time.
Extended information: How to determine that the registered capital of a company has been paid-in?
The registered capital of the company must be subject to a capital verification report issued by a statutory capital verification agency, and the capital verification report issued by the capital verification agency is a legal proof indicating the amount of the company's registered capital. In accordance with the provisions of relevant national laws and administrative regulations, the statutory capital verification institutions are accounting firms and auditor firms. After the capital verification, the capital verification agency shall issue a capital verification report, together with the capital verification certification materials and other attachments, and submit it to the client as the basis for applying for registered capital.
Once the company is incorporated, a corporate bank account needs to be opened with a bank. Shareholders (or units) can transfer the funds from their own accounts to the company's accounts, and the purpose of the transferred funds should be written as "investment funds". The paid-in registered capital is a one-time capital contribution.
The paid-in system means that the registered capital on the business license of the enterprise is the corresponding amount of funds on the company's bank capital verification account.
Legal basis: Article 178 of the Company Law of the People's Republic of China provides that when a limited liability company increases its registered capital, the capital contribution subscribed by the shareholders for the new capital shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contributions for the establishment of a limited liability company. When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.
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After the implementation of the "Reform Plan for the Registered Capital Registration System", the registered capital subscription registration system of the company is for the shareholders (promoters) of the company to independently agree on the amount of subscribed capital contribution, the method of capital contribution, the term of capital contribution, etc., and it is recorded in the articles of association of the company. The shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contributions, and the shareholders of the shares of **** shall be liable to the company to the extent of the shares they subscribe. The paid-in capital of the company is no longer regarded as an industrial and commercial registration item, and the company does not need to submit a capital verification report when registering.
Notwithstanding the foregoing, when shareholders pay the subscribed capital contribution, they shall pay the full amount on time.
If you pay 30,000 yuan at one time in your name, the company's finance will record 10,000 yuan as your capital contribution to the "paid-in capital" according to the provisions of the company's articles of association according to the bank receipt, and the remaining 10,000 yuan will either be returned to you or credited to "other payables", and cannot be used as your friend's capital contribution.
If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.
If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.
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The paid-in system of registered capital and capital contribution of a limited liability company has been abolished and replaced by a subscription system. Shareholders may make capital contributions in monetary terms, and may also pay back non-monetary assets that can be valued in monetary terms and can be transferred in accordance with the law, such as physical objects, intellectual property rights, and land use rights; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.
Article 27 of the Company Law stipulates that shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary valuation and can be transferred in accordance with the law. However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.
The non-monetary property used as capital contribution shall be appraised and verified, and shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.
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The provisions to be complied with in the way of subscribing capital contribution by shareholders are that shareholders can make capital contributions in money, or in kind, intellectual property rights, land use rights, etc. Shareholders shall pay in full and on time the amount of capital contribution subscribed by each company as stipulated in the articles of association.
Legal basis] Article 26 of the Company Law.
The registered capital of a limited liability company is the amount of capital contribution subscribed by all shareholders registered with the company registration authority.
Where laws, administrative regulations and decisions have other provisions on the minimum amount of paid-in registered capital and the minimum amount of registered capital for a limited liability company, such provisions shall prevail.
Article 27.
Shareholders may make capital contributions in monetary terms, as well as non-monetary assets such as physical objects, intellectual property rights, land use rights, etc., which can be valued in Sanjin Liang currency and can be transferred in accordance with the law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.
The non-monetary property used as capital contribution shall be appraised and verified, and the property shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.
According to the current company law, it can be seen that there is no specific time limit for subscription. The latest revision of the Company Law abolishes the provisions on the threshold of registered capital and the capital verification report, but stipulates that when a company is established or changed, the term of capital contribution shall be stipulated in the articles of association. That is to say, shareholders can agree on the term of capital contribution according to the actual situation of the company. >>>More
Definition of capital increase in a company:
Company capital increase: the company increases the registered capital in accordance with the law in order to expand the scale of operation, broaden the business and improve the company's creditworthiness. There are two types of capital increase in the company: >>>More