In terms of registering a company, what is a subscription

The subscription system means that there is no need to pay, but when the company has a legal dispute, the court will pay the compensation according to the registered capital of your company, and the notary fee for equity transfer is also based on the percentage notary fee charged according to the registered capital.

It is allowed to independently agree on the total registered capital, cancel the minimum registered capital of a limited liability company of 30,000 yuan, the minimum registered capital of a one-person limited liability company of 100,000 yuan, and the minimum registered capital of a share of 5 million yuan.

It is allowed to independently agree on the proportion of initial capital contribution, and the requirement that the initial capital contribution must reach at least 20% of the total subscribed registered capital is abolished, and theoretically, all shareholders (promoters) can make "zero down payment" when the company is established.

It is allowed to independently agree on the method of capital contribution and the proportion of monetary contribution, and there is no longer any restriction on the proportion of the monetary contribution amount of all shareholders (promoters) of the company to the registered capital.

It is allowed to independently stipulate the time limit for capital contribution, and the time limit for all shareholders (promoters) of the company to pay capital contributions is no longer stipulated.

Implement a registered capital subscription registration system. 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.

Implement an annual reporting system. The annual inspection system of enterprises will no longer be implemented, and the annual report publicity system of enterprises will be implemented.

March 10, 2014, Zhang.

Three, Lee. Fourth, Wang Wusan, after some discussion, decided to do business in partnership, and for this reason, after full discussion, the three of them decided to set up a company with limited liability of shareholders. The three of them believed that they needed 1 million yuan of capital (this is the registered capital) to do business this time, and the three of them contributed 300,000 yuan, 300,000 yuan, and 400,000 yuan respectively. Zhang San said that I have a machine that can be used by the company, worth 100,000 yuan, I will use this machine to invest, and promise to hand it over to the company at the end of this month, and 200,000 yuan, I will use cash out, and now I am short of money, and I will hand it over to the company at the end of this year; Li Si said, I see that your machine is not worth 100,000 yuan, if you don't believe it, we will evaluate it, and my own 300,000 yuan will be all in cash, and all will be handed over to the company before the end of next month; Wang Wu said, I also think that Zhang San's machine is not worth 100,000 yuan, it is better to evaluate it, my 400,000 yuan, or pay 300,000 yuan in cash before the end of this month, and the other 100,000 yuan, I use my house to get out, and then before the end of the year.

Zhang San said, okay, I'll evaluate the machine. After evaluation, the machine was worth 90,000 yuan, and the three of them all agreed, and Zhang Sancha's 10,000 yuan was paid in cash at the end of this month. Accordingly, on March 15, the three of them formulated a charter, which wrote the above-mentioned agreed capital contribution on it:

The registered capital of the company is 1 million yuan, of which:

Zhang San invested 300,000 yuan, 90,000 yuan with machinery and 10,000 yuan with currency before March 31, 2014; Before December 31, 2014, 200,000 yuan will be contributed in currency.

Li Si invested 300,000 yuan, and contributed 300,000 yuan in currency before April 30, 2014.

Wang Wu contributed 400,000 yuan, 300,000 yuan in currency before March 31, 2014, and 100,000 yuan in house ownership before December 31, 2015.

The above are the agreed capital contributions recorded in the articles of association, because it is agreed in the articles of association, so we call him "subscription", that is, it is an act of "recognition", and this subscription is very important, because the limited liability of shareholders is subject to this subscription. Then we can conclude that Zhang San's subscribed capital contribution: the total subscribed capital contribution is 300,000 yuan, the subscribed capital contribution method is machine (that is, physical object) and currency, and the time of capital contribution is two, but when it is actually written, we must record it separately, otherwise it will be confused, so we write it like this:

Name of shareholder, amount of subscribed capital contribution, method of subscribed capital contribution, time of subscribed capital contribution.

Zhang San 90,000 yuan physical machine before March 31, 2014.

Zhang San 10,000 yuan currency before March 31, 2014.

Zhang San 200,000 yuan currency.

Before December 31, 2014.

The boss must know! It turns out that there is such a big difference between the "subscribed" and "paid-in" registered capital of the company.

1. What does it mean to subscribe to a registered company?

1. Registered capital subscription refers to the behavior of the company's shareholders subscribing to the specified registered capital and making capital contributions. The company's registered capital subscription system means that the industrial and commercial department only registers the total amount of registered capital subscribed by the company, and does not need to register the paid-in capital, and no longer collects verification documents. The subscription registration does not need to occupy the company's funds, which can effectively improve the efficiency of capital operation and reduce the operating costs of enterprises.

2. Article 26 of the Company Law of the People's Republic of China.

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 paid-in registered capital and the minimum amount of registered capital of a limited liability company, such provisions shall prevail.

Article 28.

Shareholders shall pay in full and on time the amount of capital contributions subscribed by them as stipulated in the articles of association. 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.

Article 178.

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 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.

2. How to go through the procedures for subscribing to the registered capital.

1. Approve the name of the enterprise;

2. Submit relevant materials;

3. Obtain the license. After the materials are reviewed and approved, you can bring the notice of approval of establishment registration and the original ID card to the industrial and commercial bureau to obtain a business license;

4. Engraving seals. After getting the business license, you need to bring the original business license and the original ID card of the legal representative to the designated department for the record;

5. Bank account opening;

6. Tax reporting. After the business license and seal are completed, you can go to the local taxation bureau and the national taxation bureau for tax registration;

7. Apply for tax controller and invoice;

8. Open a social security account.

The registered capital refers to the total amount of capital registered by the joint venture with the registration authority, and is the sum of the capital contributions that have been paid by the parties to the joint venture or promised to be paid by the joint venture. China's laws and regulations stipulate that before the establishment of a joint venture, the registered capital of the enterprise, the amount of capital contribution, the proportion of capital contribution, the proportion of profit distribution and loss sharing of each party to the joint venture must be specified in the contract and articles of association of the joint venture, and registered with the registration authority. The New Company Law has made significant changes to the provisions on registered capital.

The concept of registered capital is very different from that of registered capital. The registered capital reflects the right to operate and manage the enterprise; The registered capital reflects the property rights of the company's legal person, and the capital invested by all shareholders shall not be withdrawn, and the property rights shall be exercised by the company. The registered capital is the sum of the actual assets of the enterprise, and the registered capital is the sum of the capital contributions paid by the investors.

The registered capital increases or decreases with the increase or decrease of the actual capital, that is, when the actual capital of the enterprise increases or decreases by more than 20% compared with the registered capital, the change registration shall be carried out. However, the registered capital shall not be increased or decreased at will without going through legal procedures. 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 company's articles of association. Article 25 The articles of association of a limited liability company shall clearly state the method of capital contribution, the amount of capital contribution, and the time of capital contribution of the shareholders. Article 26 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.

Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by each of them as stipulated in the articles of association of the company. 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, he shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution on time.

The registered capital subscription system refers to a system in which shareholders can not actually pay or only pay part of the subscribed registered capital when the company is registered, and the remaining part is paid within the time limit stipulated in the articles of association, and the shareholders bear legal liability within the limit of their subscribed capital contributions.

To give a simple example: if you plan to set up a company with a registered capital of 2 million yuan, and now there is a temporary shortage of funds, you can still register this company, you only need to indicate in the articles of association when the funds will be paid in full.

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 company shall publicize the amount of capital contribution subscribed by shareholders or the shares subscribed by the promoters, the method of capital contribution, the period of capital contribution, and the payment status through the credit information publicity system of market entities.