Whether the registered company chooses capital verification or subscription system

Of course, the subscription system is good, so you don't have to worry about running out of funds

Subscription system: As long as the company does not owe foreign debts, it does not need to complete the actual payment

There is not much difference, and the money in the public account needs to be made up after ten years of subscription.

If you subscribe, the company needs to make up the registered capital in the later stage, which is different.

Regarding whether there will be some drawbacks in running a company with "zero down payment", Huai Yonggang, director of Panlong District, Kunming City, said that although after the registered capital registration reform, the company can have "zero down payment" and the entry threshold for running a company is low, but it does not mean that it has not injected capital. "We are implementing lenient and strict management, and now the company registration is not only supervised by the industrial and commercial organs and financial authorities, but also all the information of the company is now disclosed, and the whole society is supervising them. ”

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.

In November 2013, the Third Plenary Session of the 18th Central Committee of the Communist Party of China passed the "Decision of the Communist Party of China on Several Major Issues Concerning Comprehensively Deepening Reform", which pointed out the direction for the reform of China's company law: to promote the facilitation of the industrial and commercial registration system, from the first license to the first license, and the registered capital paid-in registration system was gradually changed to the subscription registration system.

On December 28, 2013, the Standing Committee of the National People's Congress amended the Company Law again, and the core contents of the amendment are two:

1. The statutory minimum registered capital system has been abolished in the text of the Company Law;

2. Change the paid-in system of registered capital to the subscription system. At the same time, there is also the reform of the first license and then the license system, commercial entities can apply for registration with the industrial and commercial departments and obtain business licenses to engage in general production and business activities. From the perspective of the history of the company's development, the establishment of the company has gone through three stages:

Charterism, granted on a case-by-case basis, such as the earliest company in the United Kingdom requiring special permission from the King or the law;

The approval system, also known as the licensing system, requires the approval of the administrative agency, and the approval conditions are relatively harsh;

The registration system, also known as the registration system, can be registered as long as the conditions for establishment stipulated in advance by law are met.

As a special law of civil and commercial law, the Company Law must first follow the basic principles of civil and commercial law, and maintain transaction security and economic order for agreements within the company or between shareholders.

Article 199 of the Company Law stipulates that if the promoters or shareholders of a company make false capital contributions and fail to deliver or fail to deliver the monetary or non-monetary assets used as capital contributions on time, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of the false capital contributions.

Article 1900 of the Company Law stipulates that if a company obtains a company registration by falsely declaring its registered capital, submitting false materials or using other fraudulent means to conceal important facts, the company registration authority shall order it to make corrections, and impose a fine of not less than 5% but not more than 15% 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.

Article 200 of the Company Law stipulates that if the promoters and shareholders of a company withdraw their capital contributions after the establishment of the registered company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital contributions withdrawn.

The paid-in system has raised the threshold for investment bureaus to quietly enter the market, stifling the huge energy of investment in stimulating economic growth, resulting in the idle and waste of a large amount of funds. The paid-in system requires shareholders to pay up the registered capital in full or in a short period of time, which is easy to cause idle and waste of funds caused by the company's initial business has not been fully carried out, which increases the company's financial costs, reduces the efficiency of the use of funds, and is the loss of total social welfare.

The registered capital (principal) subscription system does greatly reduce the threshold for entrepreneurs to register a company in many aspects, compared with previous experience, many friends have several misunderstandings about the registered capital (principal) subscription system. Here, MIND will explain to you the three major misunderstandings that are commonly misunderstood.

1. Time limit for company registration subscription. The company's subscription time limit is not always better. Enterprises should determine the subscription period of enterprises according to their own capabilities, business scale and entrepreneurial planning, and the longer the better.

Because after the company is registered, the subscription amount and subscription period will be announced to the society, if the subscription period is too long, it will make the partners doubt the company's integrity and strength, and affect the company's operation.

2. The registered capital can be "only subscribed but not paid". Under the new policy of company registration, a registered company can be "subscribed", but this does not mean that the registered capital can be "only subscribed but not paid". This is also something that many customers are easily misled.

The enterprise shall pay the funds within the promised subscription period, and at the same time, it shall bear the corresponding responsibilities within the limit of the subscribed capital contribution. If it is "only recognized but not paid", it will affect the company's integrity, which is not beneficial to the company's long-term development. In addition, the regulatory authorities will conduct spot checks on the company, and if the enterprise fails to fulfill the subscription commitment on time, the regulatory department will punish the company in accordance with the "Company Law", and pull it into the "abnormal business list" to publicize to the public.

It may even be written into the "blacklist" of the national network, which may lead to "violating the law and restricting everywhere".

3. You can run a company without spending money. Many friends may have seen the propaganda of registering a company with 1 yuan or registering a company with no address and zero capital, but they do not have a correct understanding. This is also a misunderstanding, and there is a certain amount of "subscription system with rolling".

Theoretically, although it is feasible to register a company for 1 yuan, you can think about it empathically, if you are a customer, will you cooperate with a company with a registered capital of only 1 yuan for hundreds of thousands of contracts? In fact, registered capital is only one of the conditions for setting up a company, and if the company wants to maintain basic operations, it also needs equipment, space, employees and other conditions, which are all factors that need to be considered.

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In order to promote the development of mass entrepreneurship, the state has launched many support policies for this purpose, not only optimizing the process, but also gradually lowering the threshold. For example, the registered capital of the company has been changed from the paid-in system to the subscription system. The following is a detailed explanation of the current subscription system and the impact of the company's registered capital.

The registered capital subscription system is stipulated in the 2013 decision of the Standing Committee of the National People's Congress on the revision of the Company Law. It will come into force on March 1, 2014. According to the amended Company Law and related regulations, the registration management of "registered capital" has been adjusted from the "paid-in registration system" to the "subscription registration system", which means that there is no time limit on the paid-in of registered capital, there is no minimum amount of subscription, and there is no need for a "capital verification report".

But we also need to understand that our business is eligible for the subscription system at all times. According to 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. Where laws, administrative laws, 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.

In other words, the registered capital subscription registration system is a general principle, but it is not applicable to companies of certain industry nature (otherwise provided for in laws, administrative regulations and decisions).

Secondly, let's briefly understand the difference between the registered capital of the company:

1. Seek financing and development.

At present, in order to obtain loans from financial institutions in China, the company is required to have a certain amount of its own funds, and one of the criteria for financial institutions to determine the company's own funds is Duan Xiang's registered capital of the company. Therefore, if you want to raise more financing, the registered capital should still be relatively more and easier to operate. However, the cost of registration procedures is calculated as a percentage of the amount of capital, so the more registered capital, the more expensive the registration fee.

2. The impact of registered capital on taxation.

The tax is paid according to a certain percentage of the amount of your invoice, and the size of the registered capital determines the legal responsibility of your company in the future, and does not directly affect your taxes. But generally speaking, you have to pay a stamp duty of 5% of the registered capital every year, imagine a registered capital of 100 million, and you have to pay 5 million every year. And the actual capital of the company is not yet 1 million.

That's more than worth the cost.

The registered capital subscription system has indeed greatly lowered the threshold for entrepreneurs to register a company, but many friends still have a big misunderstanding about the registered capital subscription system. Here, Mande Enterprise Service will talk about the three common misunderstandings:

1. Time limit for subscription.

Many customers ask whether the longer the subscription time, the better. Enterprises should determine the subscription period according to their own capabilities, business scale and business planning, and the longer the better. Because after the company is registered, the subscription funds and subscription period will be announced to the public, and the subscription period is too long, which will cause partners to doubt the company's integrity and strength.

2. The registered capital can be "only subscribed but not paid".

Under the new policy of company registration, a registered company can be "subscribed", but this does not mean that the registered capital can be "only subscribed but not paid". This is also something that many customers are easily misled. The enterprise should pay within the promised subscription period, and at the same time, it should also be liable to the extent of the subscribed capital contribution.

If "only admit but not pay" will affect the company's credibility, which is not beneficial to the company's later development. In addition, the regulatory authorities will conduct spot checks on the enterprises, and if the enterprises fail to fulfill their subscription commitments, the regulatory authorities will punish the company in accordance with the Company Law and pull it into the "abnormal business list" to publicize to the public. It may even be written into the "blacklist" of the national network, which will lead to "one violation of the law, everywhere restriction".

3. You can run a company without spending money.

Many customers may have seen the publicity of 1 yuan registered company and no address and zero capital registered company, and there are indeed many customers who do not have a real understanding of this. In fact, these barriers are also a misunderstanding, and the "subscription system" also has a certain amount. Theoretically, it is feasible to register a company for 1 yuan, but let's think about it from another perspective, if you are a customer, are you willing to sign a contract with a company with a registered capital of only 1 yuan for hundreds of thousands of millions?

In fact, registered capital is only one of the conditions for setting up a company, and if the company wants to maintain basic operations, it also needs space, equipment, employees, etc., which are all factors that need to be considered.

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