The company's capital reduction, regardless of whether the surplus capital is lower than the legal standard, must comply with the law. In order to effectively implement the principle of capital determination and ensure the safety of transactions, capital reduction should be strictly controlled by law. According to the principle of constant capital, the company's capital is not allowed to be reduced in principle. Considering some specific circumstances, China's laws allow capital reduction, but certain conditions must be met. From the actual situation, one of the following conditions should be met:
1, the company has too much money.
The original company had too much capital and too much formal capital. If the capital remains unchanged, it will lead to idle and waste of capital in the company, which is not conducive to capital efficiency and increases the burden of dividends.
The company suffered heavy losses.
The company suffered serious losses, and the gap between total capital and actual assets was too large. The company's capital has lost its due legal significance to prove the company's credit status, and shareholders have not been rewarded for the company's losses for years.
Second, the specific methods of the company's capital reduction
1, reducing the total investment.
Reduce the total capital contribution and change the original capital contribution ratio.
2. Reduce the capital contribution of each shareholder.
Under the premise of not changing the proportion of capital contribution, reduce the capital contribution of each shareholder.
In practice, the above two ways of reducing capital can be mixed.
Third, the basic operation process of the company's capital reduction
1. Directors (meetings) make plans.
The plan for reducing the registered capital of the company formulated by the board of directors shall include: the amount of reduced registered capital, the amount of reduced registered capital specifically undertaken by each shareholder, the mode and date of contribution of each shareholder, etc.
2. The company held a general meeting of shareholders and decided to reduce capital.
The shareholders (meeting) shall vote on the above scheme made by the directors (meeting), which shall be passed by shareholders representing more than two thirds of the voting rights and form a resolution of the shareholders' general meeting signed by all shareholders.
3. Prepare balance sheet and property list.
4. Notify and announce the creditors.
Notify creditors within 10 days from the date when the shareholders' meeting decides to reduce capital, and make an announcement in the newspaper within 30 days. The Announcement is mainly aimed at specific creditors and unspecified potential creditors (the public) who cannot be contacted. Notice and announcement are the legal obligations that the company must perform in capital reduction, and those who violate this obligation will bear corresponding legal responsibilities.
It should be noted that the local administrative department for industry and commerce may have specific requirements on the way and frequency of the announcement, and it is necessary to communicate with the competent department for industry and commerce before handling it, and handle it according to its requirements.
5. Creditor protection procedures
Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees; If the creditor's rights have expired, he certainly has the right to freely choose to ask the company to pay off the debts or provide corresponding guarantees; If it has not yet expired, the creditor can only ask the company to provide corresponding guarantees. If the company refuses or delays to provide the corresponding guarantee, the creditor has the right to ask the company to pay off the debt immediately.
6. Capital verification
Although the increase or decrease of registered capital belongs to the scope of enterprise autonomy, the company can freely decide the increase or decrease of capital and the increase or decrease range according to the needs and legal procedures. However, based on the protection of the company's creditors and the needs of the company's business development, the reduced registered capital and paid-in capital shall be verified by an experienced institution (within the minimum amount of registered capital stipulated by laws and administrative regulations). Therefore, after the company reduces its registered capital, it should invite a capital verification agency to conduct capital verification and issue a corresponding capital verification report.
7. Amendment of Articles of Association
If the reduction of registered capital involves amending the articles of association, the articles of association shall be amended.
8. Change registration
Where a company reduces its registered capital, it shall apply for registration of change 45 days after the date of announcement. All shareholders or promoters shall, after fully contributing their capital, register the change of paid-in capital at the same time.
4. Materials required for a limited liability company to apply for registration of change of registered capital.
According to the inquiry of official website Information Disclosure Department of Shenzhen Municipal Market Supervision Administration, the materials required for a limited liability company to apply for capital reduction (change of registered capital) are as follows ("original" means "official seal of the company"):
1. Application for registration of change (filing) of (domestic) company signed by the legal representative (original1);
2. Power of attorney for the enterprise to apply for registration (1 original, indicating the matters handled by the designated representative or entrusted agent, authority and authorization period);
3, the identity certificate of the agent, by the enterprise registration agency, submit the business license of the enterprise registration agency;
4. Resolutions or decisions to reduce the registered capital of the company submitted in accordance with the provisions and procedures of the articles of association;
5. The revised articles of association or amendments to the articles of association (1 original, signed by the legal representative of the company);
6. A capital verification report issued by a legally established capital verification institution;
7. Where laws, administrative regulations and decisions of the State Council stipulate that the change of registered capital must be approved, a copy of the relevant approval documents or license certificate shall be submitted;
8. If the registered capital is reduced, the announcement of capital reduction published in the newspaper (original 1) and the explanation of the company's debt settlement or debt guarantee;
9. A copy of the company's business license.