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The company is overcapitalized or the company is losing money significantly.
From the actual situation, one of the following conditions should be met:
1. The company has too much capital.
The original company has too much capital, excess form capital, and then keeps the capital unchanged, which will lead to the idleness and waste of capital in the company, which is not conducive to the efficiency of capital, and also increases the burden of dividends.
2. The company suffered serious losses.
The company suffered serious losses, the disparity between the total capital and the actual assets was too large, the company's capital has lost its due legal significance to prove the company's credit status, and shareholders have not been able to get due returns due to the company's losses year after year.
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05 Under what circumstances can a limited liability company reduce its capital? What kind of process is required? Is the disposal of fixed assets subject to the approval of the tax authorities?
Relevant provisions on the reduction of registered capital of the company: (1) Several situations of capital reduction: a. Excess capital, that is, the company does not need the existing amount of registered capital for normal production and operation or to reduce the company's business scale; b. The company has serious losses and cannot be made up for a long time; c. Due to the derivative division of the company; d. The registered capital of the company cannot be paid after the deadline; e. The company's false declaration, falsehood, and evasion of registered capital cannot be corrected after being punished; f. The company buys back the equity of the company's shareholders, and needs to reduce the registered capital and the corresponding paid-in capital at the same time; g. Other circumstances that require capital reduction.
2) The registered capital of the company after capital reduction shall not be lower than the minimum amount stipulated in the Company Law and other laws and administrative regulations; (3) If the company reduces its registered capital, it shall apply for change of registration after 45 days from the date of announcement; (4) If the company's book or audited net assets per share are higher than 1 yuan, it is allowed to reduce capital at 1 yuan per share or more, and if the net assets per share are less than 1 yuan, it is not allowed to reduce capital at 1 yuan per share in principle, and the capital reduction cannot be higher than the net assets per share in principle; (5) If the method of capital reduction is non-monetary (i.e., the assets recovered by shareholders due to capital reduction are non-monetary), it shall be evaluated by an intermediary institution established in accordance with the law.
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The company suffered serious losses and could not make up for it for a long time. Due to the accumulation of operating losses for many years, even in the next few years, the profits of the enterprise can not be made up, you can search in Alipay or WeChat: run the government, handle the newspaper announcement, and choose the newspaper at or above the municipal level, which is convenient and fast.
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Legal analysis: The registered capital of the company can be reduced, but it cannot be reduced arbitrarily, and it must be carried out in accordance with the legal procedures. The so-called reduction of registered capital refers to the reduction of the company's registered capital due to excess capital or serious losses, because excess capital will lead to the stagnation of capital in the company, which is not conducive to giving full play to its due role.
Legal basis: Regulations of the People's Republic of China on the Administration of Registration of Enterprise Legal Persons
Article 2 The following enterprises that meet the requirements of legal persons shall go through the registration of enterprise legal persons in accordance with the provisions of these Regulations:
1) Enterprises owned by the whole people;
2) Collectively-owned enterprises;
3) Joint ventures;
4) Sino-foreign joint ventures, Sino-foreign cooperative joint ventures and foreign-funded enterprises established within the territory of the People's Republic of China;
5) private enterprises;
6) Other enterprises that need to be registered as enterprise legal persons in accordance with the law.
Article 7 A unit applying for registration as an enterprise legal person shall meet the following conditions:
1) Name, organizational structure and articles of association;
2) Fixed business premises and necessary facilities;
3) The amount of funds and employees that comply with national regulations and are commensurate with the scale of production, operation and services;
4) Be able to independently bear civil liability;
5) The business scope that conforms to the provisions of national laws, regulations and policies.
Article 17 An enterprise legal person shall apply for a change of registration if it changes its name, domicile, place of business, legal representative, economic nature, business scope, business mode, registered capital, business period, or establishment or cancellation of branches.
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1. The company has suffered serious losses and cannot make up for it for a long time. Due to the accumulation of operating losses over many years, even in the next few years, the profits of the enterprise cannot be compensated, in which case it is necessary to reduce capital to make up for the accumulated losses. 2. The registered capital of the company cannot be paid after the deadline.
3. Excess capital, that is, the company's normal production and operation or reduction of business scale does not require the existing number of registered capital. 4. Separation of the company. 5. When the company buys back the equity of the company's shareholders, it needs to reduce the registered capital and paid-in capital at the same time.
Article 177 of the Company Law stipulates that when a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of the announcement if the creditor has not received the notice, the creditor has the right to require the company to pay off the debts or provide corresponding guarantees.
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Legal analysis: 1. Excess capital, that is, the company does not need the existing amount of registered capital for normal production and operation or to reduce the company's business scale;
2. The company has serious losses and cannot be made up for a long time;
3. Due to the derivation and division of the company;
4. The registered capital of the company cannot be paid after the deadline;
5. The company's false declaration, falsehood, and evasion of registered capital cannot be corrected after being punished;
6. When the company buys back the equity of the company's shareholders, it is necessary to reduce the registered capital and the corresponding paid-in capital at the same time;
7. Other circumstances that require capital reduction.
Legal basis: Article 177 of the Company Law of the People's Republic of China When a company needs to reduce the difference in registered capital, it must prepare a balance sheet and a list of assets.
The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of the announcement if the notice is not received, the creditor has the right to require the company to repay the debts or provide corresponding guarantees.
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The company suffered serious losses and could not make up for it for a long time. You can search on Alipay or WeChat: run the political pass, handle the newspaper announcement, choose the newspaper at the municipal level or above, and the newspaper is delivered to your home, which is convenient and fast. Lifetime benefits
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1. Excess capital, that is, the company's normal production slows down the operation or reduces the company's business scale without the existing amount of registered capital;
2. The company has serious losses and cannot be made up for a long time;
3. Due to the derivation and division of the company;
4. The registered capital of the company cannot be paid after the deadline;
5. The company's false declaration, falsehood, and evasion of registered capital cannot be corrected after being punished;
6. When the company buys back the equity of the company's shareholders, it is necessary to reduce the registered capital and the corresponding paid-in capital at the same time;
7. Other circumstances that require capital reduction.
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First go to the bench to handle the announcement of the reduction of Zaochang Liang, and then 45 days after seeing the newspaper with the published newspaper, and the resolution of the shareholders' meeting and other formalities to the industry and commerce to handle the capital reduction procedures, the announcement can be in Alipay or WeChat, search: run the government and the news of things, there is a very fast newspaper, very convenient.
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