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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.
An agreement between shareholders is sufficient, but it should be in line with the actual living conditions and logic. According to the actual situation, it can be summarized as follows: First, the subscription period of registered capital shall be agreed by the shareholders themselves.
Second, the subscription period of registered capital is not as long as possible. Thirdly, if the full amount of capital contribution is not made within the specified subscription period, the corresponding liability shall be assumed. To sum up, at present, the registered capital and subscription time of a company in China can be agreed upon by the shareholders of the company, but the shareholders of the company should make an agreement according to the actual situation so as not to affect the development of the company's business.
If a shareholder fails to make a full capital contribution within the agreed period, in addition to paying the full amount to the company, it should also bear the liability for breach of contract to other shareholders who perform their obligations. Legal basis: Article 23 of the Company Law of the People's Republic of China stipulates that the establishment of a limited liability company shall have the amount of capital contribution subscribed by all shareholders in accordance with the provisions of the articles of association.
Article 25 of the Company Law of the People's Republic of China stipulates that the articles of association of a limited liability company shall specify the method of capital contribution, the amount of capital contribution and the time of capital contribution of the shareholders.
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The subscription system was stipulated in the 2013 decision of the Standing Committee of the National People's Congress to amend the Company Law. It will come into force on March 1, 2014.
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The pledge was implemented on March 1, 2014.
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In 013, the Standing Committee of the National People's Congress decided to amend the Company Law, stipulating that the company can carry out the subscription system. It will come into force on March 1, 2014. It began to be implemented in Gansu, and other provinces began to follow suit in the later period, and then the whole country began the era of the subscription system.
So what is the difference between the subscription system and the actual payment?
1. The difference between registration.
Subscription system: When registering, you only need to fill in the registered capital you want to fill in, as small as tens of thousands of yuan, as large as tens of millions of yuan of registered capital, all of which can be filled in, so when you look at the business license of other people's companies, you will find that the registered capital is often around several million.
Paid-in system: If you want to fill in the registered capital, you need to verify the capital in the bank first, if you fill in the registered capital is 5 million, then you need to deposit 5 million in the bank, only then you can approve the capital verification documents and register the company. If you do not have the corresponding capital verification documents, you cannot register.
2. The difference between the later stages.
Although many people only look at the registered capital and the surface, there are still many people who like to use the paid-in share to see the strength of the company. And that's just one aspect, there are still a lot of restrictions that need to be paid. Of course, under normal circumstances, it is not necessary to look at the actual payment or subscription.
3. The difference between industries.
The subscription system is suitable for most enterprises, but some special industries are not suitable and need to be paid-in.
This is the difference between the registered capital subscription system and the paid-in system.
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The registered capital, changed from the paid-in system to the subscription system, started on March 1, 2014. When applying for a business license, the industrial and commercial bureau does not need a capital verification report, and the 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.
What are the characteristics of the subscribed capital system under the Company Law?
1. The subscription system of registered capital is more conducive to individuals and graduates who have no start-up capital and less capital to start a business
2. The promoters of the shareholders of the company shall record the amount of subscribed capital, the method of capital contribution, and the term of capital contribution in the articles of association of the company, which is conducive to the establishment of a national credit system.
Legal basis: Article 58 of the Civil Code of the People's Republic of China.
Legal persons shall be established in accordance with law.
Legal persons shall have their own name, organizational structure, domicile, property, or funds. The specific conditions and procedures for the establishment of a legal person shall be in accordance with the provisions of laws and administrative regulations.
Article 61.
In accordance with the provisions of the law or the legal person's charter, the responsible person who engages in civil activities on behalf of the legal person is the legal representative of the legal person.
The legal consequences of the legal representative's civil activities in the name of the legal person shall be borne by the legal person.
The legal person's charter or the legal person's authority body's restrictions on the legal representative's right to represent must not be opposed to the bona fide counterpart.