Consult the company s capital increase, how to deal with the inconsistency between the capital contr

Personally, I think that the situation you mentioned can be understood as: the shareholder resolution has been completed, and the capital has been verified; The date of the content of the articles of association of the company is after the date of capital verification, which is regarded as the modification of the capital contribution ratio by the shareholders and needs to be re-verified. If there is no other evidence, the corresponding capital verification has not been done on the proportion of capital contribution to the articles of association.

It is suggested that the documents related to the capital increase at that time should be found, and some materials do not need to be registered with the Industrial and Commercial Bureau. In the company's financial vouchers, look for the accounting voucher of the shareholder's capital contribution at the time of the capital increase, see how it is recorded, and see whether it is consistent with the content recorded in the registered capital verification report or the content of the company's articles of association on record. In addition, I personally believe that if the company's investors are all under the name of an actual controller, and there are no other shareholders in the company's history, and the company is subsequently transferred, that is, the company belongs to one of the multiple companies of the same family, then the situation you mentioned can be explained, and at most the shareholders should be asked to make a confirmation opinion on the previous capital contribution.

If the company's investors are not under the name of one actual controller, are not a member of multiple companies in the same family, involve the interests of other investors, and the company is a listed entity or its subsidiary, or the controlling shareholder of a listed entity, it is recommended to find the above"Recommendations"in the material. Reference.

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There is no substantive problem, the key is to check whether the retention records of the industrial and commercial registration are consistent with the information in your hands.

If the company changes its registered capital, it shall submit a capital verification certificate issued by a capital verification agency established in accordance with the law. If the company increases its registered capital, the shareholders of a limited liability company shall subscribe for the capital contribution of the new capital and the shareholders of the shares shall subscribe for the new shares in accordance with the relevant provisions of the Company Law on the payment of capital contributions for the establishment of a limited liability company and the payment of shares for the establishment of shares. If the registered capital is increased by way of public issuance of new shares or by non-public issuance of new shares by listed company, the approval documents of the ***** supervision and management agency shall also be submitted.

If the company's statutory public friend fan provident fund is converted into registered capital, the capital verification certificate shall state that the retained provident fund shall not be less than 25% of the company's registered capital before the conversion. If the company reduces its registered capital, it shall apply for change of registration after 45 days from the date of the announcement, and shall submit the relevant certificate of the company's announcement on the reduction of the registered capital published in the newspaper and the explanation of the company's debt repayment or debt guarantee. If the company changes its paid-in capital, it shall submit a capital verification certificate issued by a capital verification agency established in accordance with the law, and shall pay the capital contribution in accordance with the time and method of capital contribution specified in the articles of association of the company.

The company shall apply for change of registration within 30 days from the date of full payment of capital contribution or shares.

According to the relevant laws and regulations, the "Company Law" stipulates that the subscription system for the registered capital is implemented in China, so there is no need for capital verification. However, when a joint-stock company is raised and established, it is necessary to destroy the slag and verify the 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 with the company registration authority. Where laws, administrative regulations 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. Article 27 Shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.

The non-monetary property used as capital contribution shall be appraised and verified, and the property shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.

1.The capital verification report refers to the written certificate issued by the registered accounting firm after accepting the entrustment in accordance with the law to verify the authenticity and legitimacy of the paid-in capital (share capital) of the audited unit and its related assets and liabilities.

2.The articles of association of a company are legal documents that regulate in writing the purpose, purpose, organizational principles, organizational structure, organizational form, business activities, fund raising, profit distribution, rights and obligations of shareholders and other important matters of the establishment of a company. The articles of association of a limited liability company are drawn up by all the investors.

If the shares are established by initiation, the articles of association shall be formulated by all the promoters, and if the shares are established by way of fundraising, the articles of association shall be formulated by the promoters and adopted by the founding meeting composed of the subscribers. After the articles of association are formulated, they should be signed and sealed by the person who made them. The formulation of the articles of association shall be carried out in accordance with the provisions of the Company Law and relevant laws and administrative regulations, and the content of the provisions shall not violate the provisions of laws and administrative regulations.