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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:
a. Passive capital increase of the enterprise - the company is registered to 20% first, and the remaining 80% of the registered capital is made up within two years after registration; Some projects have funding requirements. b. The enterprise takes the initiative to increase its capital - if the actual capital of the enterprise is consistent with the registered capital, the enterprise expands the registered capital through the capital increase.
The company's capital increase process:
A, according to the original proportion of capital contribution shareholders will increase the capital into the shareholder's personal account B, the company opens a temporary capital verification account C, the capital to be increased in the form of investment funds from the shareholder's personal account to the company's temporary capital verification account D, the relevant documents are received, the accounting firm issues a capital verification report E, the capital increase capital is transferred from the company's temporary capital verification account to the company's corporate basic account F, change the relevant documents.
The following documents need to be submitted to the industrial and commercial department of the place of registration to apply for change: a. Application for Change of Company Registration signed by the legal representative of the company; b. Resolution of the shareholders' meeting on increasing the registered capital; c. Amendment to the Articles of Association or a new Articles of Association; d. The capital verification report issued by the legally qualified capital verification agency and the agreement on the valuation of the high-tech achievement investment agreement; e. If the company adds new shareholders, submit the legal personality certificate or natural person identity certificate of the new shareholder; f. The original and duplicate of the company's "Business License for Enterprise Legal Person".
The significance of the company's capital increase:
a. Raise operating funds b. Maintain existing working funds and reduce the distribution of shareholder income. c. Adjust the shareholder structure and shareholding ratio. d. Improve the company's credit and obtain legal qualifications.
Capital increase process: provide information - > make the materials required for capital increase - > open a capital verification account - > cash entry - > bank express confirmation letter to the accounting firm - > accounting firm to provide capital verification report - > submit the business license for industrial and commercial production.
5 working days to complete.
Capital increase understanding: The increase of registered capital of an enterprise is an internal behavior of the enterprise that increases the capital with the development of the enterprise. Capital increase refers to the company's behavior of increasing the registered capital in accordance with the law in order to expand the scale of operation, expand the business, and improve the company's creditworthiness.
The company's capital actually needs to change as the company's business activities evolve and change. In particular, the company's development prospects are promising, and the demand for capital will inevitably increase, so it needs to be adjusted. The increase in capital shall be carried out in accordance with the procedures prescribed by law.
There are two kinds of capital increases: one is that the original registered capital is only 20% of the enterprise, and the remaining 80% must be in place within two years. The other is that the original registered capital is consistent with the actual registered capital and needs to be increased.
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The procedures for the company's capital increase are as follows:
1. Voted by the shareholders' meeting. Articles 38, 44, 104 and 169 of the new Company Law stipulate that the resolution of the shareholders' meeting of a limited liability company to increase the company's capital must be passed by the shareholders representing 2 3 or more voting rights. The increase in capital of the shares must also be resolved by the general meeting of shareholders.
Resolutions made at the general meeting of shareholders must be passed by more than 2 3 of the voting rights held by the shareholders present at the meeting.
2. Shareholders pay capital contributions to the new capital. When a limited liability company increases its registered capital, the capital contribution of the shareholders subscribing to the new capital shall be implemented in accordance with the relevant provisions of the Company Law on the payment of capital contributions for the establishment of a limited liability company. When the shares are issued in order to increase the registered capital, the shareholders shall subscribe for the new shares in accordance with the relevant provisions of the Company Law on the establishment of shares and the payment of shares.
3. Go through the procedures for changing the registration with the company registration authority. If a company increases its registered capital, it shall go through the formalities of changing the registration with the company registration authority in accordance with the law.
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The increase of registered capital of an enterprise (referred to as the increase of capital sales) refers to the act of increasing the registered capital of the company in accordance with the law in order to expand the scale of operation, expand the business and improve the company's creditworthiness. The process of changing the registered capital is as follows: 1. Convene a general meeting of shareholders.
2. Form a resolution of the shareholders' meeting in which the shareholders agree to change the registered capital. 3. Amend or supplement the articles of association of capital increase or formulate a new articles of association of the company. Fourth, invest capital increase funds.
5. The accounting firm issues a capital verification report. 6. Handle a series of change registrations such as industrial and commercial chaos and taxation.
Legal basis. Article 26 of the Company Law of the People's Republic of China 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 decisions have other provisions on the paid-in registered capital and the minimum amount of registered capital of a limited liability company, it shall be determined from its regulations.
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Public, the company's registered capital can generally be used for the company's daily operation, employee wages, purchases, procurement of office supplies and other matters, and the need to issue relevant invoices;2. Another aspect: private use, although the legal representative of the company is himself, and the whole company has been messing with himself since the beginning, but the registered capital cannot be taken out casually for personal private use, and must be used for company matters. Of course, it can be handled flexibly, and the registered capital can be put back as soon as possible after it is withdrawn.
3. The registered capital of the company can be used as a misuse fund, but it is generally and best to use it only as the company's expenses. What is the name of withdrawal of capital contribution? For example, if a company of 1 million yuan is registered, after the company is opened, the registered capital of 1 million yuan will be deducted from the company's basic account, and the company's accounts are not clearly accounted for, which is to withdraw capital contributions.
Usually this situation occurs, generally the registered capital is provided by the ** company, that is, the advance registration, as soon as the bank account opening license is completed, the funds will be immediately swept away, which forms the behavior of withdrawing capital contributions. What are the consequences of withdrawing capital contributions? The consequences of withdrawing capital contributions, in the annual inspection of the enterprise, from the beginning of March to the end of June each year to participate in the company's annual inspection, basically can not pass;
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List of materials required to increase the registered capital: original and duplicate of business license; Original of the organization**; Original tax registration certificate; Official seal, financial seal, legal person seal; Original ID card of legal person; Original Articles of Association; A copy of the original capital verification report; Original account opening permit.
The following documents need to be submitted to the industrial and commercial department of the place of registration to apply for change: "Application for Change of Company Registration" signed by the company's legal representative; Resolution of the shareholders' meeting on increasing the registered capital; Amendments to the Articles of Association or new Articles of Association; The capital verification report issued by the legally qualified capital verification agency and the agreement on the valuation of the high-tech achievement investment agreement.
If the company adds new shareholders, submit the legal personality certificate or natural person identity certificate of the new shareholder; The original and duplicate of the company's "Business License for Enterprise Legal Person".
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1."Application for Change of Company Registration" signed by the legal representative of the company (stamped with the company's seal) 2The company's signed "Company Shareholders (Promoters) Capital Contribution Form" (company seal) 3
Certificate of Designated Representative or Joint ** Person (stamped with the official seal of the company) signed by the company and a copy of the ID card of the designated representative or authorized ** person (signed by the person); The specific matters to be entrusted, the authority of the client, and the period of entrustment shall be explained.
4.Submission of documents in accordance with the provisions and procedures of the Articles of Association;
5.Amendments to the Articles of Association (signed by the legal representative of the company)6A capital verification certificate issued by a legally established capital verification agency;
7.If the shares increase the registered capital by raising funds, the approval documents of the ***** supervision and administration agency shall also be submitted.
8.If laws, administrative regulations and decisions stipulate that the change of registered capital must be reported, a copy of the relevant approval documents or licenses shall be submitted.
9.If the company reduces its registered capital, it shall submit a newspaper report with an announcement of capital reduction10A copy of the company's business license.
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Registration of change of registered capital of limited liability company.
1. Basis for handling.
Company Law of the People's Republic of China, Regulations of the People's Republic of China on the Administration of Company Registration
2. Materials to be submitted for processing.
1. Application for Change of Company Registration signed by the company's legal representative (the company stamps the official seal);
2. The "Company Change Registration Schedule" signed by the limited liability company Shareholders' capital contribution information (the company stamps the official seal);
3. The certificate of the designated representative or the co-entrusting person signed by the company (stamped with the official seal of the company) and the copy of the identity document of the designated representative or the entrusted person;
The matters to be handled, the authority, and the authorization period of the designated representative or the co-entrusting person shall be indicated.
4. Resolution or decision on the company's increase of registered capital;
The content of the resolution or decision of a limited liability company shall include: the amount of increased registered capital, the amount of increased registered capital specifically borne by each shareholder, the method and date of capital contribution of each shareholder, and the corresponding amendment of the articles of association.
The content of the resolution of the shares shall include: the amount of the registered capital, the specific way of increasing the amount of the registered capital, and the corresponding amendment of the articles of association.
A limited liability company submits a resolution of the shareholders' meeting signed by the shareholders representing more than two-thirds of the voting rights; Shares**** submitted to the minutes of the general meeting signed by the presiding officer and the directors present at the meeting; A one-person limited liability company shall submit a written decision signed by the shareholders; The wholly state-owned company shall submit the approval documents of the state-owned assets supervision and administration agency of the local people's government or the people's assets at the same level authorized by it.
5. The amended articles of association or amendments to the articles of association (signed by the legal representative of the company);
6. If the capital contribution is made by equity, the "Letter of Commitment for Equity Subscription and Capital Contribution" shall be submitted;
7. If the registered capital is increased by raising shares, the approval documents of the ***** supervision and management agency shall also be submitted;
8. If laws, administrative regulations and decisions stipulate that the change of registered capital must be approved, a copy of the relevant approval document or license shall be submitted;
9. If the company reduces the registered capital, submit the relevant proof of the company's announcement on the reduction of the registered capital published in the newspaper and the explanation of the company's debt repayment or debt guarantee;
10. A copy of the company's business license.
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First go through the annual examination procedures, go to the Municipal Bureau of Industry and Commerce for online annual examination, and print the annual examination report; Go to the issuing authority (the industrial and commercial bureau reflected in the business license) to go through the annual examination procedures, and then go through the change procedures (capital increase), go to the bank to handle the capital verification report, bring the capital verification report, and the business license to the industrial and commercial bureau for processing.
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1. The written resolution of the shareholders' meeting of the company on increasing the registered capital; 2. Capital verification report issued by a certified public accounting firm;
3. Amendment to the articles of association of the company (increase of registered capital); 4. The original and copy of the company's business license and the first certificate of the organization;
5. Power of attorney to entrust the person to handle specific procedures;
6. If there are new shareholders joining and increasing the capital, the resolution of the shareholders' meeting agreeing to add new shareholders and the identity certification materials of the new shareholders shall be submitted.
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The materials you need to prepare are:
1.A company business license is required;
2.ID card of the legal representative (with the signatures of 2 to 3 shareholders is also OK) 3Proof of increase in registered capital.
4.Enterprise organization ** certificate.
5.Enterprises need to issue ** person verification procedures.
6.In addition to the increase in the registered capital, the business license can not be changed for other business items and the legal representative of the enterprise.
The annual inspection of the business license can be carried out at the same time as the increase in the registered capital.
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The shareholders' meeting will make a resolution to increase the capital, and then it is to subscribe for shares, verify the capital, and change the industrial and commercial registration.
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1. The authorized manager of the capital increase company shall bring the original and copy of his company license and his ID card to the branch of the industrial and commercial bureau where the license was issued to receive the corresponding **. Pick up at the domestic information counter. Done on the same day.
2. When receiving **, the relevant personnel in the industrial and commercial bureau will inform you of the information and objects that need to be prepared for processing, and the content that needs to be filled in **.
Required information: 1) Application for change of company registration.
2) Proof of appointing a representative or co-entrusting person.
3) Capital verification report.
4) Shareholder resolution of the company.
5) Amendments to the Articles of Association.
6) Original and copy of license.
7) ** ID card.
3. Fill in the application for change of registration of the company, the certificate of the designated representative or the co-entrusting person, and sign and affix the official seal of the relevant personnel. Preparation of shareholders' resolutions and amendments to the company's articles of association. It can be made in multiple copies and kept on file.
Signed and stamped with the official seal of the relevant Lahu auction personnel. (This step can be completed smoothly within 1 working day).
If there is any doubt about whether the shareholders' resolution and the amendment to the articles of association of Lunxian Company can be passed, you can bring these two documents and licenses to the branch of the industrial and commercial bureau where the license was issued for consultation. Row of domestic-funded counters.
4. Contact the accounting firm and the bank to remit the amount of the capital increase to the temporary account of the company's capital verification, and the bank where the account is located will issue a certificate (receipt voucher, statement and bank confirmation letter reply) (3-4 working days). Deliver the certificate (mailed by the bank to the office), the business license and the capital verification report before the loss to the accounting firm, and the firm will issue the capital verification report (1-2 working days). (If you need to save the time when the funds are frozen, you can open a zero-hour capital verification account after the third step is completed.)
Fees: Accounting firms charge fees at 1/1000 of the registered capital. (Report on capital increase of import and export companies).
5. When the required materials and equipment are completed, they will be submitted to the branch of the Industrial and Commercial Bureau where the license is issued for on-site review. Approved, the "Enterprise Registration Application Receipt Certificate" will be issued.
The review will be completed within working days, and you can bring this document to receive a new business license with the date indicated on the "Enterprise Registration Application Receipt Receipt".
7. Expenses: The sum of the increased registered capital (registered capital) and the original registered capital (registered capital) does not exceed 10 million yuan, and the increased part and the cost of 10 yuan will be charged. (For detailed fees, please refer to the "Catalogue of Administrative Fees").
8. After receiving the new license, use the legal person ID card to unfreeze the company's temporary capital verification account and transfer the funds to the corresponding account.
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