What are the latest legal regulations governing the registration of company capital?

Article 26 of the Company Law: The registered capital of a limited liability company shall be the amount of capital contribution subscribed by all shareholders registered in the company. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor shall it be less than the statutory minimum amount of registered capital, and the remaining part shall be paid in full by the shareholders within two years from the date of establishment of the company; Among them, the investment company can be paid up in full within five years.

The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum amount of registered capital of a limited liability company, follow those provisions.

Article 81 of the Company Law: 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 remaining part shall be paid in full by the promoters within two years from the date of establishment of the company; Among them, the investment company can be paid up 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 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 laws and administrative regulations have higher provisions on the minimum amount of registered capital of shares, follow those provisions.

Company Law, Regulations on the Administration of Company Registration.

Shareholders or promoters may make capital contributions with the equity of a company established within the territory of China (hereinafter referred to as the company where the equity is located).

If the capital contribution is made with equity, the equity shall have clear ownership, complete power, and can be transferred in accordance with law.

Equity in the following circumstances shall not be used for capital contribution:

1) A pledge has been established;

2) The articles of association of the company where the equity is located shall not be transferred;

3) Laws, administrative regulations or decisions stipulate that the transfer of equity by shareholders of the company where the equity is located shall be approved without approval;

4) Other circumstances that are not allowed to be transferred as stipulated by laws, administrative regulations or decisions.

Creditors may convert their creditor's rights to companies established within the territory of China that they enjoy in accordance with the law into the company's equity.

The creditor's rights converted into the company's equity shall meet one of the following circumstances:

1) The creditor has fulfilled the contractual obligations corresponding to the creditor's rights, and the disorder does not violate the prohibitions of laws, administrative regulations, decisions or the articles of association;

2) Confirmed by an effective judgment of a people's court or an arbitration institution;

3) During the period of bankruptcy reorganization or reconciliation of the company, it shall be included in the reorganization plan approved by the people's court or the settlement agreement approved by the ruling.

If there are two or more creditors of the creditor's right to convert it into the company's equity, the creditor shall have divided the creditor's right.

If the creditor's rights are converted into the company's equity, the company shall increase the registered capital.

1. Is the amount of registered capital the same as the share capital?

The amount of registered capital and share capital is not the same, and the total number of shares has no substantial relationship with the registered capital, because the registered capital is the enterprise capital prepared when the enterprise is established to apply for a business license with the industrial and commercial authority, and this capital is not necessarily all currency, as long as it reaches the minimum capital required for the registration of the enterprise, and the share capital can be increased according to the development needs of the enterprise after the operation and development of the enterprise. Equity can be described on a pro-rata basis or by the number of shares, with no material impact.

The company's share capital should be issued within the scope of the total approved share capital of Maqiao, and it shall be obtained by issuance. However, it is worth noting that the income obtained by the company's issuance of ** is often inconsistent with the total share capital, and if the income obtained by the company's issuance ** is greater than the total share capital, it is called premium issuance; if it is less than the total share capital, it is called a discounted issuance; If it is equal to the total share capital, it is issued at par value. China does not allow companies to issue at a discount**.

In the case of premium issuance, the company shall credit the part equivalent to the par value of ** to the "share capital" account, and the rest after deducting the issuance fee, commission and other issuance expenses"Capital reserve"Subjects.

The new Company Law, which came into effect on March 1, 2014, further relaxed the registration conditions for registered capital and abolished the minimum registered capital limit.

The main contents of the company's registered capital reform: 1. Relax the registration conditions for registered capital. Except as otherwise provided by laws and regulations, 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 shall be abolished; There is no longer any restriction on the proportion of initial capital contribution and the period of fully paid up capital contribution of shareholders (promoters) at the time of establishment of the company.

The paid-in capital of the company is no longer regarded as an industrial and commercial registration item.

Second, the annual inspection of the enterprise system is changed to an annual report system, any unit and individual can be queried, so that the relevant information of the enterprise is transparent. Establish a fair and standardized spot check system, overcome the arbitrariness of inspection, and improve the fairness and efficiency of management.

3. In accordance with the principles of convenient registration and standardized and orderly, relax the registration conditions for the domicile (business premises) of market entities, which shall be specified by the local government.

IV. Vigorously promote the establishment of an enterprise creditworthiness system. Pay attention to the use of methods such as information disclosure and sharing, and publicize enterprise registration, annual reports, qualifications, and so forth through the market entity credit information system. The implementation of electronic business licenses and the whole process of electronic registration management, with the same legal effect as paper business licenses.

Improve credit restraint mechanisms, including market entities with illegal conduct in the "blacklist" of abnormal operations, and announcing them to the public, so that they are "restricted in one place and everywhere", and increase the "cost of untrustworthiness" for enterprises.

5. Promote the change of registered capital from the paid-in registration system to the subscription registration system to reduce the cost of starting a company. On the basis of improving the relevant laws and regulations, the shareholders (promoters) of the company shall independently agree on the amount of subscribed capital contribution, the method of capital contribution, the period of capital contribution, etc., and be responsible for the truthfulness and legality of the payment of capital contribution.

The difference between registered capital and registered capital: 1) It reflects the right to operate and manage the enterprise.

2) 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.

3) The registered capital increases or decreases with the increase or decrease of the actual capital.

What are the provisions on the registered capital of a company Article 12 of the Regulations on the Administration of Registration of Enterprise Legal Persons stipulates: "The registered capital is the embodiment of the amount of property granted by the state to the enterprise legal person for operation and management or the amount of the enterprise legal person's own property. If the amount of funds applied for registration is inconsistent with the actual funds of an enterprise legal person for business registration, it shall be handled in accordance with the special provisions of the state.

The Detailed Rules for the Implementation of the Regulations on the Administration of Registration of Enterprise Legal Persons stipulates that "the amount of registered capital is the monetary expression of the property operated and managed by the enterprise legal person or the property owned by the enterprise legal person. Unless otherwise stipulated by the state, the registered capital of the enterprise shall be consistent with the actual capital.

The registered capital of a company is the amount of capital registered by the company's registration authority, also known as authorized capital. The registered capital is the amount of property granted by the state to the enterprise legal person for operation and management or the amount of the enterprise legal person's own property. 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 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. If you still have any questions, the network also provides lawyer** consulting services, and you are welcome to provide legal advice.

Article 34 of the Company Law Shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution. Article 11 The articles of association of the company must be formulated in accordance with the law to establish a company.

The articles of association of the company are binding on the company, shareholders, directors, supervisors and senior management. Article 12 The business scope of the company shall be stipulated in the articles of association of the company and shall be registered in accordance with the law. The company may amend its articles of association and change its business scope, but it shall go through the registration of the change.

The company's business scope is subject to approval in accordance with laws and administrative regulations, and shall be approved in accordance with the law.

The State Administration for Industry and Commerce recently issued and implemented the revised "Regulations on the Administration of Registration of Registered Capital of Companies". According to the type of company and the method of its establishment, the Administrative Provisions clarify the registered capital, paid-in capital and capital contribution method of the company.

The Administrative Provisions clearly state that the registered capital of a limited liability company shall be the amount of capital contribution subscribed by all shareholders registered with the company's registration authority in accordance with the law. 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 in accordance with the law. If the shares are established by way of raising and establishing, the registered capital shall be the total paid-in share capital registered with the company registration authority in accordance with the law.

The Administrative Provisions point out that shareholders or promoters may make capital contributions in monetary terms, as well as non-monetary assets that can be valued in monetary terms and can be transferred in accordance with the law, such as physical objects, intellectual property rights, and land use rights. If a shareholder or promoter makes a capital contribution in the form of property, other than money, in-kind, intellectual property rights, or land use rights, it shall comply with the relevant provisions formulated by the State Administration for Industry and Commerce in conjunction with relevant departments.

The Administrative Provisions make it clear that shareholders or promoters must make capital contributions in their own names. Shareholders or promoters shall not make capital contributions in the form of labor services, credit, names of natural persons, goodwill, franchise rights, or property subject to security.

The Administrative Provisions clarify the minimum amount of registered capital of a limited liability company and a share company. For the amount of initial capital contribution, the Administrative Provisions also stipulate that the initial capital contribution of all shareholders of a limited liability company shall not be less than 20% of the registered capital of the company, nor shall it be lower than the minimum amount of registered capital prescribed by law, and the remaining part shall be paid in full by the shareholders within two years from the date of establishment of the company; Among them, the investment company can be paid up in full within five years.

The initial capital contribution of all the promoters of the shares initiated shall not be less than 20% of the registered capital of the company, and the remaining part shall be paid in full by the promoters within two years from the date of establishment of the company; Among them, the investment company can be paid up in full within five years.

In accordance with the "Administrative Regulations", if the company increases its registered capital, the shares increase its registered capital by way of public issuance of new shares or the listed company increases its registered capital by way of non-public issuance of new shares, it shall also submit the approval documents of the ***** supervision and administration authority.

The "Management Provisions" emphasize that when an unincorporated enterprise is restructured into a company or a limited liability company is changed into a share in accordance with the "Company Law", the total amount of paid-in share capital converted shall not be higher than the company's net assets. When a limited liability company is changed to a share, it shall be handled in accordance with the law when it is publicly issued in order to increase its capital.