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According to the principle of constant capital, the capital of the company is not allowed to be reduced. Chinese law allows the reduction of capital, but certain conditions need to be clarified:
1. The original company has too much capital, forming a surplus of capital, and then keeping the capital unchanged, which will lead to the idle and waste of capital in the company, and also increase the burden of dividends.
2. The company suffers serious losses, the disparity between the total capital and the actual assets is too large, and the company's capital has lost its due legal significance to prove the company's credit status.
The process by which a company reduces its registered capital.
The resolution of the general meeting of shareholders to reduce the capital and amend the articles of association accordingly shall be approved 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:
1) The registered capital of the company after the capital reduction.
2) Arrangement of shareholders' rights and interests and creditors' interests after capital reduction.
3) Matters related to the amendment of the Articles of Incorporation.
4) Changes in shareholders' capital contributions and their proportions, etc.
2. The company must prepare a balance sheet and property list.
3. Notify or announce creditors. The company shall notify creditors within 10 days from the date of making the resolution to reduce 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 announcement of the surrender of the notice if the creditor has not received the notice, the creditor has the right to require the company to repay the debt or provide the corresponding guarantee.
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Publish the announcement of capital reduction, and take the newspaper to the industry and commerce to go through the formalities after 45 days, if it refers to the newspaper, then only need to announce it once, but it must be a newspaper that meets the regulations**. The reduction of the registered capital shall be announced three times. You can search for it on Alipay or WeChat:
Running politics, handling newspaper announcements, crushing existence.
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Self-owned funds are all kinds of self-owned funds at the disposal of enterprises in accordance with the provisions of the financial system. Including enterprise depreciation funds, capital, capital reserves, enterprise surplus reserves and other own funds, as well as funds raised through the issuance of **. The share capital is the par value of the issuance of shares, and 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.
Owner's equity refers to the right of the owner of the enterprise to claim the net assets of the enterprise. The so-called net assets, which are quantitatively equal to the balance of all assets of the enterprise minus all liabilities, can be expressed by the deformation of the accounting identity, that is: assets - liabilities Owner's equity.
The cost will not be very expensive, it is recommended to consult the local area.
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Legal analysis: The registered capital of the company after the capital reduction shall not be lower than the statutory minimum limit.
Legal basis: Article 81 of the Company Law of the People's Republic of China If the shares are established by initiation, the registered capital shall be the total amount of share capital subscribed by all the promoters registered with the company registration authority. The initial capital contribution of all the promoters of the company shall not be less than 20% of the registered capital, and the remaining part shall be paid in full by the promoters of the company within two years from the date of establishment of the company; In its training, the investment company can pay up the full amount within five years.
No shares shall be raised from others until they have been fully paid-up.
If the shares are established by way of raising, the registered capital shall be the total paid-in share capital registered with the company registration authority.
The minimum registered capital of a share**** is RMB 5 million. If the laws and administrative regulations have higher provisions on the minimum amount of the registered capital of the shares, the provisions shall be followed.
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Legal analysis: 1. Reduce the total amount of capital contribution, cover up and change the original capital contribution ratio at the same time; 2. On the premise of not changing the proportion of capital contribution, reduce the capital contribution of each shareholder of the company.
However, in practice, the above two capital reduction methods can be mixed.
Legal basis: Article 170 of the Company Law of the People's Republic of China When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. 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 has not received the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees.
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The registered capital of the company after capital reduction shall not be lower than the statutory minimum limit.
Article 81 of the Company Law of the People's Republic of China If the shares are established by initiation, the registered capital shall be the total share capital subscribed by all the promoters registered with the company registration authority. The initial capital contribution of all promoters of the company shall not be less than 20% of the registered capital, and the rest of the sedan shall be paid in full by the promoters within two years from the date of establishment of the company; Among them, the investment in the company can be paid in full within five years. No shares shall be raised from others until they have been fully paid-up.
If the shares are established by way of land acquisition, the registered capital shall be the total paid-in share capital registered with the company registration authority.
The minimum registered capital of a share**** is RMB 5 million. If laws and administrative regulations have higher provisions on the minimum amount of registered capital of shares, follow those provisions.
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First publish the newspaper to handle the capital reduction announcement, and then after the type of fight to sell the newspaper 45 days after 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 newspaper announcement can be in Alipay or WeChat, search: run the government, there is an accelerated newspaper, the newspaper above the municipal level has chosen one.
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First register the newspaper to handle the capital reduction announcement, and then see the newspaper 45 days later with the newspaper touch the newspaper smile celebration paper, the newspaper announcement can be in Alipay or WeChat register, search: run the government, there is an accelerated newspaper, very convenient.
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Capital reduction, like the company's capital increase, is also a legal act in the company's operation process. For registered capital, suitability is the most important. Some companies will consider reducing their capital due to various factors after operating for a period of time. At present, the capital reduction of general companies mainly has the following situations:
1. If the registered capital is subscribed by installment capital contribution, after the initial capital contribution, it is believed that the existing capital contribution can maintain the normal operation of the company, and the shareholders often require the company to reduce its capital if there is no need to continue to invest in the company.
2. After a period of operation of the company, the company's net assets have been significantly lower than the registered capital, in order to adjust the gap between the two, or other companies to increase the company's capital and reorganize, the company decided to reduce the capital.
3. In the case of a deadlock in the company, the company will acquire the equity of one shareholder and reduce the capital to avoid the company being dissolved due to the deadlock.
4. When a shareholder exercises the right to repurchase the shares of the dissenting shareholder, if the company's repurchased shareholder's shares cannot be transferred in a short period of time, the repurchased shares shall be resolved through capital reduction.
The above are some of the basic reasons for the current occurrence of the company's capital reduction, and the Company Law has made relatively strict provisions on the company's capital reduction procedures, so as not to affect the protection of the interests of the company's creditors. In China's company law, in addition to meeting the above four conditions, the capital reduction procedure has also been clearly stipulated.
The following is the basic procedure for reducing the capital of an LLC:
1. The company convenes a shareholders' meeting and issues a resolution of the shareholders' meeting on the company's capital reduction;
2. Prepare balance sheet and property list.
3. The company shall notify the known creditors within 10 days from the date of making the decision to reduce the capital and make an announcement in the newspaper within 30 days.
4. Issue a "Statement on Debt Settlement and Bearing" to the Industrial and Commercial Bureau.
5. Handle the company's industrial and commercial change registration.
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1. The board of directors of the company formulates a capital reduction plan according to the company's capital and business situation; 2. The general meeting of shareholders of the company or the general meeting of shareholders to approve the plan and resolution of the company's capital reduction; third, to issue a notice of capital reduction to the company's creditors and announce it in the newspaper; Fourth, to repay debts or provide security at the request of creditors or to reach an agreement with creditors; Fifth, amend the articles of association; Sixth, apply for the registration of industrial and commercial change of reduction of registered capital.
Article 177 of the Company Law of the People's Republic of China.
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If the company reduces the registered capital, first of all, after the shareholders' meeting of Youyuan Company makes a resolution, it shall fulfill the obligation to notify creditors and deal with creditors and debts in accordance with the provisions of the Company Law, and then apply for change of registration and submit the following documents and certificates: 1. Accompany the company's legal representative to sign the "Application for Company Change of Registration".
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How is it? How to reduce the registered capital of the company? Congratulations to a public uproar guessing division, so you have to do a good job of calculating the amount of warp, and you can simply try to save as much as possible, and don't be extravagant and wasteful.
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The company's capital reduction shall comply with the statutory procedures: 1. Prepare the capital balance sheet and the list of missing assets; 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.
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Clause. 1. The board of directors of the company prepares a capital reduction plan according to the company's capital and business conditions;
Clause. 2. The company's shareholders' meeting or the general meeting of shareholders approves the company's capital reduction plan and resolution;
Clause. 3. Issue a notice of capital reduction to the company's creditors and announce it in the newspaper;
Clause. 4. Repay debts or provide guarantees or reach agreements with creditors at the request of creditors;
Clause. 5. Amend the articles of association;
Clause. 6. Application for industrial and commercial change registration of reduction of registered capital.
1. The company can reduce the registered capital.
1. Excess capital mainly refers to the amount of existing registered capital that the company does not need for normal production and operation or to reduce the scale of operation;
2. The company's losses are serious and cannot be made up for a long time; Due to the accumulation of a large number of operating losses for many years, even after a few years, the profits of the enterprise cannot make up for the gap of losses, in this case, it is urgent to reduce capital to make up for the accumulated gap losses;
3. The registered capital of the company is still not in place after the deadline;
4. Company division;
5. The company's false declaration, falsehood, and evasion of registered capital cannot be corrected after being punished;
6. The company buys back the equity of the company's shareholders, and needs to reduce the registered capital and paid-in capital at the same time; In any of the following circumstances, the shareholders who vote against the resolution of the shareholders' meeting can request the company to acquire their equity in accordance with a reasonable **;
7. The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated by law;
8. Merger, division or transfer of main property of the company;
9. If the business period specified in the articles of association of the company has expired or other reasons for dissolution stipulated in the articles of association of the company, the shareholders' meeting has passed a resolution to amend the articles of association to make the company survive.
2. Classification of the reduction of the company's registered capital.
1. According to the outflow of the company's net assets, the capital reduction is divided into substantive capital reduction and formal capital reduction;
2. Substantial capital reduction refers to the form of capital reduction in which a certain amount is returned to shareholders while reducing the registered capital, thereby also reducing the net property, which actually gives priority to shareholders over creditors and obtains protection; Formal capital reduction is only to reduce the amount of registered capital, cancel part of the shares, do not outflow the company's net assets out of the capital reduction method, this form of capital reduction does not produce the flow of funds, often the loss is the behavior of the enterprise itself, but aims to make the company's registered capital and net assets level closer.
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