How much does it cost to start a limited company? 1. After the reform of the registered capital registration system was implemented, many restrictions on the establishment of registered capital of new companies were cancelled.
1. Total registered capital independently agreed.
Cancel the minimum registered capital of 30,000 yuan for a limited liability company, 654.38+10,000 yuan for a one-person limited liability company and 5 million yuan for a joint stock limited company, that is to say, in theory? One yuan to run a company? ;
2. Independently agree on the initial contribution ratio of all shareholders (promoters) when the company is established, that is to say, in theory? Zero down payment? .
Two, for 27 types of companies that still strictly abide by the minimum registered capital system, before the laws, administrative regulations and the State Council decisions are not amended, the current regulations will be implemented temporarily.
Among them, 27 industries such as banking financial institutions, securities companies, futures companies, fund management companies, insurance companies, insurance professional agencies and insurance brokers, direct selling enterprises, foreign labor service cooperation enterprises, financing guarantee companies, joint-stock companies established by public offering, labor dispatch enterprises, pawn shops, insurance asset management companies and microfinance companies still implement the paid-in registration system of registered capital.
Taking a securities company as an example, according to the provisions of the Securities Law, with the approval of the the State Council Securities Regulatory Authority, a securities company can engage in some or all of the following businesses: (1) securities brokerage business; (2) Securities investment consultation; (3) Financial advisers related to securities trading and securities investment activities; (4) Securities underwriting and sponsorship. (5) Self-operated securities. (6) Management of securities assets; (7) Other securities businesses.
(1) ~ (2) The minimum registered capital of a securities company engaged in the above business is RMB 50 million; Engaged in one of the business items (4) to (7), the minimum registered capital is RMB 1 100 million yuan; If two or more businesses in items (4) to (7) are engaged, the minimum registered capital shall be 500 million yuan.
3. Theoretically, all companies can restrict the minimum registered capital except 27 companies? Zero registered capital? Open a limited company.
Although for ordinary companies, the registered capital can no longer be restricted by law, it is still restricted by the articles of association. The articles of association independently stipulate the amount of capital subscribed by them, because shareholders are jointly and severally liable for paying off the debts of the company with their registered capital subscribed. Therefore, the minimum capital for establishing a limited company can be zero, as long as the shareholders do not object, and the minimum capital can be very high, as long as you voluntarily subscribe. Therefore, the amount of registered capital for the establishment of a limited liability company is no longer stipulated by law, but determined by the company's articles of association and shareholders' agreement.
At the same time, the shareholders (promoters) of the company should fully consider their own investment ability, make rational commitments and keep their promises. Because the shareholder (promoter) fails to actually pay the capital contribution as agreed, it shall bear civil liability in accordance with the provisions of the law and the articles of association. If the shareholder (promoter) fails to pay the capital contribution as agreed, the shareholder (promoter) who has paid the capital contribution in full and on time or the company itself may hold the shareholder accountable. In case of debt dispute or dissolution and liquidation of the company according to law, the shareholders (promoters) who have not paid in full shall pay in full first.
Limited company registered capital subscription system 2065438+200365438+On February 28th, 2003, the sixth meeting of the 12th the National People's Congress Standing Committee (NPCSC) passed the amendment to the company law, which was the third revision in the 20 years since the company law was promulgated. The new Company Law came into effect on March 28th, 2004.
There are mainly 12 amendments, and the order of articles has been adjusted accordingly. Among them, the registered capital system of the company stipulated in Article 26 of the original Company Law has been completely changed, and the paid-in registration of the original registered capital has been changed to the registered capital subscription registration. Due to the change of this system, new legal problems have arisen. Therefore, the city financing network analyzes the relevant legal issues under the registered capital subscription system of limited companies in combination with practice.
First, the comparison between the old and new company laws
Article 26 of the old Company Law stipulates that the registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay 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 registered capital of a limited liability company, those provisions shall prevail.
Article 26 of the new Company Law is amended as follows? The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority.
Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail. ?
It can be seen that according to the revised new company law, among other things, not only the registered capital registration system of the company has been changed, but also the requirement that the shareholders of the company should pay in full within two or five years after the establishment of the company and the minimum registered capital have been cancelled. At the same time, the shareholders of the company can independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association.
Second, the difference between the paid-in registration system and the subscription registration system of registered capital
20 14 one of the biggest highlights of the newly revised company law is to change the paid-in registration system of registered capital into the subscription registration system. This change has obviously lowered the company's entry threshold and changed the company management from administrative management to market self-discipline and social supervision. It has a great influence on the development of the company and the market economy.
1, paid-in registered capital registration system
The paid-in registration system of registered capital belongs to the registered capital registration system stipulated in Article 26 of the original Company Law. Refers to the amount of registered capital in the business license of the enterprise, and the company must have the corresponding amount of funds in its bank capital verification account. The registered capital of industrial and commercial registration is consistent with the total paid-in capital of shareholders.
The paid-in system needs to occupy the funds of enterprises, which reduces the operating efficiency of enterprise funds. However, in reality, due to the constraints of this system, a large number of funds were taken away by institutions and falsely registered. Although the registered amount of a company seems to be sufficient, the company itself often has no corresponding assets. Once a dispute occurs, due to the limitation of proof ability, it is impossible to protect the creditor's rights.
Coupled with the lack of supervision by the industrial and commercial administrative authorities and other factors, the paid-in system of registered capital at this time not only becomes empty, but also becomes a means for shareholders to evade their responsibilities invisibly. Therefore, the establishment of this system not only inhibits the passion of investment and entrepreneurship to a certain extent, but also does not adapt to the development of market economy. In this way, the State Council introduced the reform of the registered capital registration system.
2, the registered capital subscription registration system
The subscription registration of registered capital is a brand-new company registered capital registration system established by the new Company Law. According to this system, the shareholders or promoters of the company can independently agree on the amount, mode and duration of their subscribed capital contribution in the articles of association. When applying for registration, the company first draws up and promises the registered capital, but it does not need to actually pay the capital into the enterprise bank account, and it does not need special capital verification to prove whether the capital is actually in place. When going through the formalities of industrial and commercial registration, the industrial and commercial department only registers the total registered capital subscribed by the company, and does not need to register the paid-in capital, and no longer collects capital verification documents. The registered capital of the company is the capital contribution subscribed by all shareholders registered in the industrial and commercial department.
The establishment of subscription registration system plays an important role in further relaxing the access control of market participants, lowering the access threshold, optimizing the business environment and accelerating the development of market participants. At the same time, it also changes the way of supervision, strengthens credit supervision, promotes coordinated supervision, improves supervision efficiency, further expands social supervision, promotes social governance, stimulates the creativity of various market participants, and enhances the internal motivation of economic development by strengthening information disclosure of market participants.
According to the provisions of the reform plan of the company's registered capital registration system issued by the State Council, in addition to the existing laws, administrative regulations and the State Council decisions, it is clearly stipulated that banking financial institutions, securities companies, futures companies, fund management companies, insurance companies, insurance professional agencies, insurance brokerage institutions, direct selling enterprises, foreign labor cooperation enterprises, financing guarantee companies, joint-stock companies established by public offering, labor dispatch enterprises, pawn shops, insurance asset management companies and microfinance companies shall implement the paid-in registration system of registered capital.
Limited company registration related articles:
1.20 16 Registration process of one-person limited liability company
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4.2065438+2006 New Company Registration Regulations
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