How to handle the company s capital reduction, and how to handle the company s capital reduction

Enterprise capital reduction process, welcome to follow, like, next wonderful content recommendation, business handling, please private message or** Conditions and procedures for Shenzhen enterprises to reduce registered capital 1. Excessive and excess enterprise capital leads to idle enterprise funds, which will also increase the burden of dividends 2. The enterprise has serious losses, the gap between the actual assets and the total capital of the enterprise is huge, and the corporate capital has no ability to prove the legal significance of the credit status of the enterprise Recommended reading: "The Rules for the Reduction and Capital Reduction of the Company for Company Change" The process of reducing the registered capital of Shenzhen enterprises To reduce the registered capital of an enterprise, it is necessary to convene a shareholders' meeting to discuss and resolve, and amend the articles of association of the enterprise, which must be passed by shareholders representing more than two-thirds of the voting rights. At the same time, the registered capital of the enterprise after capital reduction shall not be lower than the statutory minimum limit 1. The resolution of the shareholders' meeting mainly includes the following items:

1) Registered capital after capital reduction 2) Arrangement of the interests of shareholders and creditors after the capital reduction of the enterprise 3) Amendments to the articles of association of the company 4) Changes in shareholders' capital contribution and its proportion 2. The enterprise must also prepare a balance sheet and a list of enterprise assets 3. The enterprise shall notify the creditors within 10 days from the date of making the resolution to reduce the capital, and shall make three announcements in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 90 days from the date of the first announcement without receiving the notice, the creditor has the right to require the enterprise to repay the debt, or provide corresponding guarantee for the debt. From the date of registration, the capital reduction takes effect The change of registration of the limited enterprise to reduce the registered capital Basis:

Enterprise Law", "Regulations on the Administration of Enterprise Registration", "Interim Provisions on the Administration of Registration of Registered Capital of Enterprises" Administrative departments: 1. Handle it at the original registration authority where the enterprise resides; 2. For limited enterprises whose domicile is in the Special Economic Zone and whose shareholders are all natural persons, it shall be handled at the industrial and commercial branch of the jurisdiction where the enterprise is domiciled; 3. Other limited enterprises shall be registered in the Municipal Administration for Industry and Commerce Service conditions: 1. The total registered capital of the enterprise after capital reduction shall not be lower than the minimum amount of authorized capital; 2. The enterprise shall announce the company's capital reduction at least three times in the newspaper, and it has been 90 days from the time of the first announcement; 3. The enterprise shall pay off the debts or provide corresponding guarantees.

Since the "Company Law" in 2014, "paid-in to subscribe", ".subscribed registered capital system".Let many people who could only stand on the seaside and watch officially "go to the sea" by the warm current of "mass entrepreneurship".

When people see that the registered company no longer pays so much money, and the subscribed registered capital does not clearly stipulate the full payment period, they have subscribed the registered capital to tens of millions of yuan or even hundreds of millions of yuan.

A few years later, however, shareholders who had favored the title of "big company" in the past have now begun to reduce their capital. One of the reasons is,There is a mismatch between the company's actual revenue and the registered capital(The registered capital is 50 million, and the annual profit is less than 500,000), which has brought to the company's operationCons:A range of tax issues

What is a company capital reduction?

"Capital reduction" is a relatively common change in industrial and commercial information, and its significance isAdjust the proportion of shareholders' capital contribution in the registered capital, and ultimately achieve the purpose of reducing the registered capital. There are two ways to reduce capital: reduce the registered capital in the same proportion; Reduce the registered capital in different proportions.

Why do you need to reduce your company's capital?

During the period of a company's business activities, it may obtain a large surplus in the future due to good operating conditions, that is, surplus capital, and can reduce capital if necessary in order to exert capital efficiency and reduce the burden of dividends.

Of course, the actual capital may be lower than the registered capital due to operating losses, or in order to solve the problems such as defects in shareholders' capital contributions, it is necessary to reasonably arrange the company's equity structure through capital reduction, and give full play to the publicity effect of the registered capital on the company's credit status.

How to reduce the company's capital?

Step 1: Convene a shareholders' meeting to resolve.

The content of the resolution includes: the registered capital of the company after the capital reduction; Arrangements for shareholders' interests and creditors' interests after capital reduction; matters relating to amendments to the Articles of Association; changes in shareholders' capital contributions and their proportions, etc.

When the company makes a capital reduction resolution, it should be noted that the registered capital of the company after the capital reduction shall not be lower than the statutory minimum limit (special company);

Step 2: Prepare a balance sheet and inventory of assets.

Step 3: Notify or announce the creditors.

The company shall notify 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 first announcement if the creditor does not receive the notice, the creditor has the right to require the company to pay off the debts or provide corresponding guarantees;

Step 4: Change the industrial and commercial publicity registration.

Generally, professional enterprise service practitioners are required to apply for change of registration to the industry and commerce.

The Company Law stipulates that a company's capital reduction must be notified to known creditors and announced.

If the specific creditor is not notified, the legal effect of the capital reduction will not occur, and if the company has exhausted the enforcement measures and has no property to enforce, the shareholder of the capital reduction shall still bear supplementary liability for the debts that the company cannot pay off within the scope of the capital contribution that it has subscribed but not yet expired.

If you need to reduce the capital verification report, you can handle it on Alipay.

6. After the application is completed, the electronic version will be sent to the applicant. The paper version of the capital verification report is mailed to the hand, which is very convenient

The company's capital reduction shall comply with the statutory procedures: 1. Prepare the balance sheet and property list; 2. Resolution of the shareholders' meeting. The resolution reads:

the registered capital of the company after the capital reduction; Arrangements for shareholders' interests and creditors' interests after capital reduction; matters relating to amendments to the Articles of Association; changes in shareholders' capital contributions and their proportions, etc. When the company makes a capital reduction resolution, it should be noted that the registered capital of the company after the capital reduction shall not be lower than the statutory minimum limit; 3. Notify or announce creditors. The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper at least three times within 30 days.

Within 30 days from the date of receipt of the notice, and within 90 days from the date of the first announcement if the creditor does not receive the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees; 4. Change of registration.

The company's process for capital reduction is as follows:

1. Application for change of registration of the company signed by the legal representative of the company;

2. Newspapers that publish announcements on the reduction of the company's registered capital for at least three times;

3. Explanation of the company's debt repayment or debt guarantee confirmed by the company's shareholders' meeting;

4. The original and copy of the company's business license and a copy of the company's articles of association stamped with the special seal of the archives of the Industrial and Commercial Bureau provided by the archives of the Industrial and Commercial Bureau.

2. Analyze the details.

Capital reduction, what is reduced is authorized capital. Authorized capital is not strictly capital, but is a quota under a mandate. What is reduced is the issuance of share capital, which is a form of capital reduction that is not found in the authorized capital system, but is a feature of the authorized capital system or the compromise authorized capital system.

For the company's creditors, the reduction of the outstanding share capital is tantamount to exempting the shareholders from their unfulfilled capital contribution obligations, and for the company's creditors, it will correspondingly reduce the company's solvency, and the result will inevitably be the initiation of creditor protection procedures, and the creditors will require the company to pay off its debts in advance or provide corresponding guarantees.

3. What taxes do enterprises need to pay for capital reduction?

If it is only a separate capital reduction, it does not involve equity transfer and profit distribution, and does not need to pay tax, if it involves equity transfer, it needs to pay stamp duty, and if it also involves profit distribution, it may involve matters such as enterprise withholding and payment of individual income tax.

The resolution of the general meeting of shareholders to reduce the capital and amend the articles of association accordingly must be passed by shareholders representing more than 2 3 voting rights. At the same time, for capital reduction, the registered capital of the company after capital reduction shall not be lower than the statutory minimum limit.

1. The resolution of the shareholders' meeting is roughly as follows: the registered capital of the company after the capital reduction. Arrangements for shareholders' rights and interests and creditors' interests after capital reduction. matters relating to amendments to the Articles of Association; changes in shareholders' capital contributions and their proportions, etc.

2. When the company needs to reduce the registered capital, it must prepare a balance sheet and a list of assets. (Paragraph 1 of Article 178 of the new Company Law of 05).

3. Notify or announce creditors. The company shall notify 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 announcement if the creditor does not receive the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees, and the registered capital of the company after the capital reduction shall not be lower than the statutory minimum limit.

4. Go through the registration procedures for capital reduction. From the date of registration, the capital reduction will take effect.

You need to publish the announcement of capital reduction, and after 45 days, take the newspaper to go through the formalities for industry and commerce, you can search on 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. Unified understanding

The company's capital reduction requires more than two-thirds of the voting shareholders to agree to make a resolution on the capital reduction, and then amend the company's articles of association, prepare the balance sheet and property list, notify creditors and make external announcements, pay off debts or provide guarantees, and handle industrial and commercial change registration.

Beijing Tongchuang (Jinan) Law Firm.

First publish the newspaper to handle the capital reduction announcement, and then 45 days after seeing the newspaper with the published cracked newspaper, and the resolution of the shareholders' meeting and other formalities to the industrial and commercial capital reduction hall bright procedures, the newspaper announcement can be in Alipay or WeChat, search: run the government, there is a rapid newspaper, the newspaper above the municipal level to choose one, very convenient. You can speed up to know and understand

For details, please refer to Article 177 of the Company Law, which stipulates that the main procedures are the approval of more than two-thirds of the voting rights of the shareholders' meeting, and the preparation of the balance sheet and property list. Notify creditors and publish a newspaper announcement to pay off the debt.

Failure to notify creditors shall be deemed to be an attempt to escape and make amusement.

Beijing Tongchuang (Jinan) Law Firm.

Legal Analysis:1The process of the company's capital reduction: the resolution of the shareholders' meeting.

2.Preparation of balance sheet and inventory of assets.

3.Notice or announcement to creditors.

4.Recording of changes.

Legal basis: Article 89 of the Company Law of the People's Republic of China After the share payment for the issuance of shares is paid in full, it must be verified and certified by a capital verification agency established in accordance with the law. The promoter shall preside over the founding meeting of the company within 30 days from the date of full payment of shares.

The founding meeting is composed of promoters and subscribers. If the issued shares have not been fully raised beyond the deadline specified in the prospectus, or if the promoter has not convened the founding meeting within 30 days after the shares of the issued shares have been paid in full, the subscriber may request the promoter to return the shares paid plus the interest on bank deposits for the same period.

If you need to publish the announcement of capital reduction, take the newspaper to go through the formalities with the newspaper after 45 days, you can search on Alipay or WeChat: run the political pass, handle the newspaper announcement, and choose the newspaper at or above the municipal level at will, you can speed up the processing.

How to handle the company's capital reduction is as follows: 1. Make a resolution or decision of the shareholders' meeting The resolution or decision of a limited liability company shall include: the amount of the subscribed registered capital, the specific amount of each shareholder's commitment to reduce the subscribed registered capital, the method of capital contribution of each shareholder, the date of capital contribution, and the corresponding amendment of the articles of association.

The content of the resolution of the shares shall include: reducing the amount of subscribed registered capital, the specific way of reducing the amount of subscribed registered capital, and amending the articles of association accordingly. 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 or the people's assets at the same level authorized by them, and the table of changes in the registration of enterprise property rights.

Foreign-invested enterprises submit resolutions or decisions made in accordance with law. 2. Amend the articles of association of the company According to the resolution or decision of the shareholders' meeting of the company's capital increase, amend the articles of association. 3. If laws, administrative regulations and decisions stipulate that the change of subscribed registered capital must be submitted for approval, it is necessary to go through the relevant pre-approval and submit a copy of the relevant approval documents or licenses.

For example, if it is a foreign-invested enterprise, it is also required to submit a valid approval document from the examination and approval authority, that is, to apply to the commerce department (bureau, committee, ministry) for approval of capital reduction and renew the Approval Certificate for Foreign-invested Enterprises; If the company changes the registered capital, it shall submit the capital verification report issued by the capital verification agency established in accordance with the law and the approval documents of the ***** supervision and management agency. 4. Prepare a balance sheet and property list When a company needs to reduce its registered capital, it must prepare a balance sheet and property list. 5. Notification to creditors and external announcement The company shall notify creditors within 10 days from the date of making the resolution to reduce capital, and make an announcement in a newspaper at or above the provincial level within 30 days.

6. Repayment of debts or provision of security Creditors have the right to require the company to repay debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the notice is not received. 7. Handle the industrial and commercial change registration If the company reduces its capital, it shall apply for industrial and commercial change registration after 45 days from the date of announcement. If the change of registered capital of the company involves the change or change of paid-in capital, it shall also go through the registration of the change of paid-in capital or the declaration of change at the same time.