Natural person shareholders borrow money from the company. The company is a joint-stock company, and the shareholders serve as directors, supervisors and senior managers in the company, in accordance with the provisions that the joint-stock company shall not provide loans to directors, supervisors and senior managers; Shareholders of the company who hold the above positions in the joint-stock company shall not borrow money from the company in violation of the prohibition clause, otherwise the loan contract will be deemed invalid; If the natural person shareholder of a joint-stock company does not hold the above positions or the natural person shareholder of a limited liability company, it is legal for shareholders to borrow money from the company. Article 115 of the Company Law of People's Republic of China (PRC) * * A company may not provide loans to directors, supervisors or senior managers directly or through its subsidiaries. According to the above provisions, the company law does not prohibit the provision of loans to shareholders. Shareholders who are not directors, supervisors or senior managers of the company may borrow money. In a narrow sense, shareholder borrowing refers to the behavior that shareholders obtain funds from the company in the form of loans for their own use or that of others. Broadly speaking, shareholder's loan refers to shareholders' raising funds from the company in various forms, such as borrowing, current payment, collecting reserve funds, and receiving materials in advance.
2. What are the rules for shareholders to lend money to the company?
Seeing that relatives are bosses of big companies, Lao Wen took the initiative to find someone to introduce me to lend me money to support the company. At first, he didn't ask me to write an IOU, make an agreement or say it was a joint venture. This is beyond my trust and respect. I didn't know him before, and I never boasted that I had such a relationship. Why does the other party take the initiative and enthusiasm? It goes without saying that two years have passed. When I was temporarily unable to repay the loan, Lao Wen accused me of making money in the name of relatives with poison. Excuse me, lawyer. (1) Lao Wen took the initiative to find someone to pull me near, and (2) Lao Wen took the initiative to lend me money. (3) I didn't invent anything or tell him the truth (we are in the same enterprise), and (4) what evidence does he have to say yes? (5) How can I clear my name? (6) Can he impose money on others without achieving his goal?
Three. What are the relevant regulations for companies to borrow from major shareholders?
The company's borrowing from shareholders refers to the behavior of borrowing from its internal shareholders in business activities because of the need of funds or business after the company is established.
When a company borrows money from individual shareholders, it first needs to hold a general meeting of shareholders to vote on the loan. Borrowing is the act of bringing debts to the company. According to the Company Law and Articles of Association, it is necessary to convene a shareholders' meeting to vote. The shareholders' meeting of the company shall convene shareholders in accordance with the provisions of the Company Law and the Articles of Association and form a resolution agreeing to borrow money from individual shareholders. If the articles of association clearly stipulate that the company shall not borrow money from individual shareholders, the borrowing behavior is invalid because it violates the articles of association. Therefore, whether it is legal for a company to borrow money from shareholders depends on whether it meets the legal borrowing procedures. If it does not violate the relevant articles of association, it is unanimously recognized and agreed by other shareholders on this basis, and it has passed relevant legal procedures, it will be protected by law, otherwise it will not be protected by law.
Four. Provisions on Shareholders' Borrowing from the Company
If the company borrows money from shareholders without violating the relevant articles of association, it shall be unanimously recognized and agreed by other shareholders and protected by law, otherwise it will not be protected by law.
_ _ Article 675 of the Civil Law The borrower shall repay the loan within the agreed time limit. If the term of the loan is not stipulated or clearly stipulated, and cannot be determined according to the provisions of Article 510 of this Law, the borrower may return it at any time. The lender may urge the borrower to return it within a reasonable period of time.
Extended data:
I. Shares
(A) personal income tax risk
In a tax year, if an individual investor borrows money from an enterprise (except for a sole proprietorship enterprise and a partnership enterprise, which is not exempt from tax, except as otherwise stipulated by the tax), and fails to return it after the end of the tax year (also understood as "more than one year", the principle is the same), and it is not used for the production and operation of the enterprise, individual income tax shall be levied on the dividend distribution of the investor according to the item of "interest, dividend and dividend income".
Cracking method: return it to the company before the end of the year (or "more than one year") and at the beginning of the following year (another year)
(B) Withdrawal of investment risk
After the establishment of the company, shareholders may not withdraw their capital contribution. If shareholders want to get from the company, they may be regarded as withdrawing capital.
Solution: the company's daily expenses are reimbursed and offset by the money borrowed by shareholders. The account cannot show that shareholders' long-term loans have not been moved.
(3) added value
The deemed sales services listed in the document "Caishui [2016] No.36" refer to the free services provided by merchants to other units or individuals (except the public). Shareholders borrow money from the company, which is equivalent to the company providing "loan service" for shareholders free of charge. It can be regarded as "sales" and the value-added tax is calculated and paid.
Accounting with "other receivables-imprest" and expense reimbursement with this account, which proves that "loan service" is not provided, but only needed by business activities.