With regard to the new company law, what is the new company law and the company law

Legal Analysis: The New Company Law has been amended and came into effect on March 1, 2014. A total of 12 amendments have been made to the new company law, including the revision of the minimum limit on registered capital, the unscrupulous conditions for company registration, and the simplification of documents to be submitted.

1. The "paid-in capital" in the second paragraph of Article 7 of the New Company Law is deleted.

2. Paragraph 2 of Article 23 of the New Company Law is amended to read: "(2) There is an amount of capital contribution subscribed by all shareholders in accordance with the provisions of the articles of association of the company".

3. Article 26 of the New Company Law is amended to read: "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. ”

4. Paragraph 3 of Article 27 is deleted from the New Company Law.

5. Article 29 of the New Company Law is deleted.

6. Article 30 of the New Company Law shall be changed to Article 29 and amended as: "After the shareholders have fully subscribed to the capital contribution stipulated in the articles of association, the representatives designated by all shareholders or the persons jointly entrusted by the shareholders shall submit the application for company registration, the articles of association and other documents to the company registration authority to apply for establishment and registration. ”

7. In the third paragraph of Article 33, the New Company Law deletes "and the amount of its capital contribution".

8. Paragraph 1 of Article 59 is deleted from the New Company Law.

9. Article 77 shall be changed to Article 76 of the New Company Law, and the second item shall be amended to read: "(2) The total amount of share capital subscribed by all the promoters in accordance with the provisions of the articles of association of the company or the total amount of paid-in share capital raised".

10. Article 81 of the New Hunger Zhenghao Company Law shall be changed to Article 80, and the first paragraph shall be amended as: "If the shares are established by initiating and establishing the shares, 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.

The third paragraph is amended as: "If laws, administrative regulations and decisions have other provisions on the paid-in registered capital and the minimum amount of registered capital of shares, such provisions shall prevail." ”

Ten. 1. Article 84 shall be changed to Article 83 of the New Company Law, and the first paragraph shall be amended to read: "If a share is established by way of initiation and establishment, the promoter shall subscribe in writing to the shares subscribed by the articles of association of the company and pay capital contributions in accordance with the provisions of the articles of association.

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. ”

The third paragraph shall be amended as: "After the promoter has fully subscribed to the capital contribution stipulated in the articles of association, it shall elect the board of directors and the board of supervisors, and the board of directors shall submit the articles of association and other documents prescribed by laws and administrative regulations to the company registration authority to apply for establishment and registration." ”

Ten. 2. Paragraph 3 of Article 178 is deleted from the New Company Law.

Legal basis: Article 1 of the Company Law is enacted in order to regulate the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, maintain the social and economic order, and promote the development of the socialist market economy.

Provisions on Patent Contributions: Article 27 of the New Company Law clearly stipulates: "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 terms 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 according to 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. "This is a regulation on the form of capital contribution for the establishment of a limited liability company. This provision has the following implications:

1. Form of capital contribution The shareholders of a limited liability company can make capital contributions in monetary terms, or they can make capital contributions in kind, intellectual property rights, land use rights and other non-monetary assets. The purpose of such regulations is to relax the conditions for the establishment of companies, encourage entrepreneurship and investment, and respect the diversity of the way companies operate and the initiative of entrepreneurs and managers. 2. There are certain restrictions on non-monetary property as capital contribution: First; It must be property that can be valued in currency, because the non-monetary contribution is also part of the registered capital of the company, and the registered capital is ultimately reflected in the monetary amount, therefore, the property that cannot be valued in currency cannot be used as a capital contribution; Second, it must be a property that can be transferred in accordance with the law, because once the shareholder's property is used as a capital contribution, it becomes the company's assets, and the relevant property must be transferred, and if it cannot be transferred, it cannot become the company's assets.

It should be noted that it is not enough to be able to transfer, it must also be a negotiable object that is allowed to be transferred by law, and what is not allowed to be transferred by law cannot be used as capital contribution; Third, even if it can be valued in monetary terms, it can be transferred in accordance with the law, but the property that laws and administrative regulations stipulate cannot be used as capital contribution cannot be used as capital contribution, such as tobacco and other monopoly items, which cannot be used as capital contribution by non-monopoly enterprises. 3. The determination of the value of non-monetary property as capital contribution should go through the appraisal. There are three meanings here, namely:

A why to evaluate the valuation, B by whom to evaluate the valuation, C what are the requirements for the appraisal of the valuation A why to evaluate the valuation First, the amount of the company's registered capital should be reflected in the monetary amount. In the case of non-monetary property, it must be converted into currency. At the same time, Article 27 of the New Company Law stipulates that after a shareholder pays the capital contribution, he or she must obtain a certificate issued by a lawfully established appraisal agency to assess the value of the non-monetary property.

Second, the registered capital of the company is a part of the company's property, and when the company has a debt dispute, it needs to compensate with the company's property, including the registered capital. The shareholders of the company are the investors of the establishment of the company, and the general way of capital contribution is to subscribe to the capital contribution. However, the way of capital contribution is not necessarily through monetary contribution, and many shareholders of the company can use patents or some of their own real estate as capital contributions to make capital contributions, which are flexible and not limited to monetary contributions.

The legal provisions of the new "Public Wheel Burial Justice" are as follows:

1. When establishing a limited liability company, it shall meet the conditions prescribed by law;

2. The registered capital of the limited liability company shall be the amount of capital contribution subscribed by all shareholders registered with the company registration authority;

3. If the number of shareholders is small or the scale is small, there may be an executive director without a board of directors;

4. Other legal provisions.

Legal basisArticle 23 of the Company Law of the People's Republic of China.

To establish a limited liability company, the following conditions shall be met:

1) The shareholders meet the quorum;

2) There is a capital contribution subscribed by all shareholders in accordance with the provisions of the company's articles of association;

3) Shareholders jointly formulate the articles of association;

4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;

5) Have a company domicile.

According to the provisions of the Company Law, the provisions of the new Company Law include the establishment of the company, the type of company, the organizational structure of the company, the business behavior and other aspects of the standard. The company engaged in business activities, must comply with laws and administrative regulations, abide by social morality, business ethics, honesty and trustworthiness, accept the supervision of the public and the public, and assume social responsibility. The legitimate rights and interests of the company are protected by law and are not infringed.

Legal basis

Article 1 of the Company Law of the People's Republic of China is formulated in order to regulate the organization and behavior of companies, protect the legitimate rights and interests of companies, shareholders and creditors, maintain social and economic order, and promote the development of the socialist market economy. Article 2 The term "corporate goodwill" mentioned in this Law refers to the limited liability company and shares established in China in accordance with this Law.

The provisions of the new Company Law regulate the establishment of companies, the types of companies, the organizational structure of companies, and business conduct. The company engaged in business activities, must comply with laws and administrative regulations, abide by social morality, business ethics, honesty and trustworthiness, accept the supervision of the public and social responsibility. The legitimate rights and interests of the company are protected by law and are not infringed upon.

Legal basisArticle 1 of the Company Law of the People's Republic of China.

This Law is enacted in order to regulate the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, maintain social and economic order, and promote the development of the socialist market economy.

Article 2. For the purposes of this Law, the term "company" refers to the limited liability Gongyan Xinsheng Company and the Shares established in China in accordance with this Law.

The main contents of the new provisions of the Company Law are:

1. Change the paid-in system of registered capital to the subscription system;

2. Relax the conditions for registered capital;

3. Revised and improved the provisions on the corporate governance structure of the company;

4. Improve the protection mechanism for the rights and interests of shareholders, especially small and medium-sized shareholders;

5. Simplify registration items and registration documents.

Legal basisArticle 198 of the Company Law of the People's Republic of China.

Whoever, in violation of the provisions of this Law, falsely declares the registered capital, submits false materials or adopts other fraudulent means to conceal important facts to obtain company registration, the company registration authority shall order corrections and impose a fine of not less than 5% but not more than 15% of the amount of the falsely declared registered capital on the company that falsely declares the registered capital; Companies that submit false materials or use other fraudulent means to conceal important facts shall be fined not less than 50,000 yuan but not more than 500,000 yuan; and where the circumstances are serious, revoke the company's registration or revoke the business license.