What conditions do you need for the company s capital expansion, and what conditions do you need for

There is no condition, put the money into the company's account, and then find the bank to issue a certificate of capitalization, and take the certificate to the industrial and commercial bureau to change the registered capital.

The capital increase and share expansion actually involves the change of the company's shareholders and registered capital, and the main process is as follows:

1. Draw up an agreement on capital increase and share expansion.

2. Convene a shareholders' meeting and form a written shareholders' meeting resolution (the legal person shareholder submits the shareholder appointment letter, and the appointee's ID card is signed by himself and stamped with a fresh seal of the legal person).

3. Draft amendments to the Constitution.

4. Set up a special capital verification account in the bank (it may vary from bank to bank, and some banks may not require the establishment of a special capital verification account).

5. The new shareholders go to the bank to pay (Note: if it is a premium, part of the money may be remitted to the newly established capital verification account, and part of the money may be remitted to the company's original account as capital reserve, which also varies from bank to bank, so special attention is required.) In addition, indicate "investment funds" in the remarks column of the payment voucher).

6. The opening bank is required to issue the "Certificate of Capital Increase of Registered Capital" and submit it to the accounting firm, and at the same time submit the payment slips of all shareholders to the accounting firm to issue a capital verification report.

7. Prepare the following materials.

1. The identity certificate of the new and old shareholders and their signatures and seals, specifically:

1) If the shareholder is an enterprise legal person, prepare two copies of the business license of the enterprise legal person signed and sealed by its legal representative.

2) If the natural person shareholder is a natural person, he or she must submit a copy of his ID card, two copies of his signature and the fresh seal of the target company.

2. The target company must submit the following documents:

1) The full text of the revised articles of association of the company, stamped or signed by the new and old shareholders, and the original copy.

2) The resolution of the shareholders' meeting of the target company shall be stamped or signed by the appointee of the corporate shareholder and the natural person shareholder. The contents of the resolution of the shareholders' meeting include: the amount of increase or decrease of registered capital, the amount of increase or decrease of registered capital to be borne by each shareholder, the method of capital contribution of each shareholder, and the date of capital contribution.

A limited liability company shall be signed by a shareholder representing more than two-thirds of the voting rights (if the shareholder is a natural person, it shall be signed by himself/herself; shareholders other than natural persons shall be stamped with the official seal); The shares shall be stamped with the official seal (signed by the natural person shareholder) or signed by the presiding officer and the directors attending the meeting;

3) The original copy of the business license of the company's enterprise legal person, and two copies of the copy signed by the legal person and stamped with the fresh seal;

4) Amendment to the articles of association of the company, one copy of the seal or signature of all shareholders.

3. Capital verification report.

1. One original copy of the certificate of change of enterprise registration number;

2. After the capital increase, the target company's organization has one original, one copy and one original;

3. After the capital increase, one original, one copy and one original copy of the business license of the target company's enterprise legal person;

4. After the capital increase, the target company's local tax registration certificate is the original, a copy and the original.

9. After all documents are completed, they must be explained to the local tax administrator and the opening bank of the basic account

1. The shareholders have changed after the capital increase.

2. The enterprise registration number has also been changed.

The process of the company's capital increase and share expansion is as follows: 1. The shareholders' meeting or the general meeting of shareholders decides to pass the resolution of capital increase and share increase; 2. Formulate plans and plans for capital increase and share expansion; 3. Increase the registered capital of the company and raise funds; 4. After the fundraising is completed, the company's change registration will be handled.

[Legal basis].

Article 178 of the Company Law of the People's Republic of China provides that when a limited liability company increases its registered capital, the capital contribution subscribed by the shareholders for the new capital shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contributions for the establishment of a limited liability company. When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law. Article 179 Where a company merges or separates and there is a change in the registration items, it shall go through the change registration with the company registration authority in accordance with law; If the company is dissolved, it shall go through the deregistration of the company in accordance with the law; If a new company is established, the company establishment registration shall be completed in accordance with the law.

If a company increases or decreases its registered capital, it shall apply to the company registration authority for change registration in accordance with the law.

The company's capital increase, also known as the company's capital increase, refers to the company's behavior of increasing the registered capital in accordance with the law in order to expand the scale of operation, expand business, and improve the company's creditworthiness. The significance is: to raise operating funds; Maintain existing working capital and reduce shareholder income distribution; Adjust shareholder structure and shareholding ratio; Improve the company's credit and obtain legal qualifications.

1) List of materials required for capital increase:

1. The original copy of the business license;

2. The original of the organization's **;

3. Original tax registration certificate;

4. Official seal, financial seal, name seal;

5. The original ID card of the legal person;

6. The original articles of association;

7. A copy of the original capital verification report;

8. Original account opening permit;

1. The way of the company's capital increase and share expansion.

There are two main ways for a company to increase its capital:

1) Increase the amount of capital contribution according to the original proportion of capital contribution, without changing the proportion of capital contribution. After the capital increase, the proportion of capital contribution by each shareholder remains unchanged, and this method can only be used to increase the capital within the scope of the original shareholders.

2) Invite capital contribution and change the original capital contribution ratio. The object of the invitation to contribute capital can be the original shareholder or a person other than the original shareholder. If the original shareholders subscribe to make capital contributions, they can either pay additional shares, or they can convert the capital reserve or dividends that should be distributed to shareholders into capital contributions.

Second, the general characteristics of the company's capital increase and share expansion.

As a commonly used financing method in the company's operation, capital increase and share expansion generally have the following legal characteristics:

1) Capital increase and share expansion is a kind of equity financing.

Capital increase and share expansion not only increase the company's registered capital, but also increase the number of shareholders of the company, the company through capital increase and share expansion into the capital, which can not only protect the company's need for capital, but also will not bring a greater financial burden to the company's operation, and investors through investment in shares, join the company to become a new shareholder of the company.

2) The original stock state Naidong has the right of first refusal to subscribe to the new capital increase.

Establishing the right of priority subscription of the original shareholders is conducive to maintaining the human compatibility of the original shareholders on the one hand; On the other hand, it is conducive to safeguarding the interests of the original shareholders. If the price is too low, the new shareholders will share the surplus accumulated before the company issues new shares, diluting the equity of the original shareholders. Priority is a fast and automatic means to protect the rights of shareholders from being diluted, therefore, in order to protect the interests of the original shareholders, it is necessary to give the original shareholders the right to subscribe preemptively according to the proportion of capital contribution, so that the original shareholders can enjoy the corresponding surplus.

3) The Company Law has strict procedural requirements for capital increase and share expansion.

As mentioned above, the resolution of capital increase and share expansion must be passed by the company's shareholders' meeting with more than 2 3 voting rights, and the original shareholders have the right to subscribe for the new capital in priority.

4) The increase in capital and shares may lead to a change in control.

1. The method of capital increase and share expansion of a limited liability company.

From the perspective of corporate legal practice, there are generally two ways to increase capital and share of a limited liability company:

1) The shareholders of the company shall increase the amount of capital contribution according to the original proportion of capital contribution, without changing the proportion of capital contribution. After the capital increase, the proportion of capital contribution by each shareholder will remain unchanged.

2) Invite capital contribution and change the original investment ratio. The object of the invitation to contribute capital may be the original shareholder of the company or a person other than the original shareholder of the company. If the original shareholders of the company subscribe to the capital contribution, they can pay additional shares, or they can convert the capital reserve or dividends that should be distributed to shareholders into capital contribution.

For example, a limited liability company has a total capital contribution of 5 million yuan, shareholder A contributes 3 million yuan (accounting for 60% of the total capital contribution), shareholder B contributes 1 million yuan (accounting for 20% of the total capital contribution), and shareholder C contributes 1 million yuan (accounting for 20% of the total capital contribution). At present, the company increased its capital by 5 million yuan, and shareholder A subscribed 1 million yuan, shareholder B subscribed 2 million yuan, and shareholder C subscribed 2 million yuan, which changed the proportion of capital contribution of the company's original shareholders. After the capital increase, the registered capital of the company is 10 million yuan, with the proportion of capital contribution of A being 40%, the proportion of capital contribution of B being 30, and the proportion of capital contribution of C being 30%.

2. Procedures for capital increase and share expansion of limited liability companies.

1. Increase the registered capital with the company's undistributed profits and provident fund.

According to Article 167 of the Company Law, the after-tax profits of the company must first be used to make up for losses and withdraw the statutory reserve fund (the proportion of withdrawal is 10%, and the cumulative amount of the company's statutory reserve fund exceeds the registered capital of the company).

50% can no longer be withdrawn), and the surplus can be distributed among shareholders. When distributing the company's profits, it can be directly converted into registered capital and increase the amount of capital contributed by shareholders by resolution of the shareholders' meeting.

According to Article 169 of the Company Law, the increase of the company's capital is one of the purposes of the provident fund, and it should be noted that when the statutory reserve fund is converted into registered capital, the reserve fund retained shall not be less than the registered capital of the company before the conversion.

25%。In addition, if the company converts undistributed profits and provident funds into registered capital, unless there are special provisions in the articles of association, the limited liability company shall follow the proportion of capital contribution paid by shareholders (see Article 1 of the Company Law for details).

Article 35), the share **** shall increase the registered capital of the shareholder according to the proportion of shares held by the shareholder (see Article 167 of the Company Law for details).

2. The original shareholders of the company increased their capital contributions.

The shareholders of the company can also rely on the Company Law.

Article 27 stipulates that the investment of monetary or other non-monetary property into the company will directly increase the registered capital of the company. It should be noted that the non-monetary property used as a capital contribution shall be appraised and verified, and shall not be overvalued or undervalued.

The currency used as capital contribution shall be deposited into the bank account set up by the company, and the non-monetary property used as capital contribution shall go through the procedures for the transfer of its property rights in accordance with the law (see Article 28 of the Company Law for details).

3. New shareholders invest in shares.

When increasing capital and shares, strategic investors can become new shareholders of the company by investing in shares. The new shareholder's investment in shares is generally determined according to the ratio of the company's net assets to registered capital, and the premium part should be included in the capital reserve. In addition, in accordance with Article 1 of the Company Law.

Article 162 stipulates that the convertible bonds issued by listed companies can also be converted into the registered capital of the company, and after the conversion, the registered capital of the company increases, and the status of the bondholder is changed from a creditor of the company to a shareholder of the company.

It should be noted that the above-mentioned methods of capital increase and share expansion can be mixed.

In the case of the gradual stabilization of the company's operation, if the economic conditions permit, most companies will choose to increase capital and shares, because capital increase and share expansion will expand the scale of the company, and there are many projects in judicial practice that require the company's registered capital, but it is necessary to pay attention to avoiding legal risks when increasing capital and shares.