Article 104 of the company law stipulates that
Article 104 of the Company Law stipulates that the shareholders of a joint stock limited company have the right to vote when attending the shareholders' meeting, but the shareholders of the company held by the company have no right to vote. Of course, the shares of the company held by the company are common shares and have voting rights.
Matters needing attention for shareholders to invest in real estate.
Legal provisions of real estate investment
According to the relevant provisions of Article 28 of the Company Law, shareholders shall pay their respective subscribed capital contributions in full and on time as stipulated in the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
If real estate is used as capital contribution, the property right transfer formalities shall be handled according to law. Where the land use right and the house are contributed, the contributing shareholders shall promptly change the land use right and the house ownership to the name of the established company. In the case of machine investment, it is also necessary to deliver the machine to the established company in time. Therefore, where there is a property right registration certificate, the certificate of capital contribution should be transferred to the name of the established company.
Real estate investment procedure
According to the relevant provisions of the Regulations on the Administration of Urban Real Estate Transfer, if an enterprise legal person is established with real estate as a share, the change of real estate ownership belongs to the real estate transfer, and the real estate transfer is generally handled in accordance with the following procedures:
1, pricing share agreement;
2. Within 30 days after the signing of the Pricing Share Agreement, apply to the real estate management department where the real estate is located with the relevant documents such as the real estate ownership certificate, the legal certificate of the parties and the transfer contract, and declare the transaction price;
3. The real estate management department shall review the relevant documents provided and make a written reply on whether to accept the application within 15 days;
4, the real estate management department to verify the declared transaction price, and according to the need for on-site investigation and evaluation of the transfer of real estate;
5. The parties to the transfer of real estate shall pay various taxes and fees in accordance with the regulations;
6. The real estate management department issues the transfer order.
What are the illegal acts of shareholders' capital contribution?
There are three kinds of illegal acts of capital contribution stipulated in the Company Law of People's Republic of China (PRC):
1. A company obtained company registration by falsely reporting its registered capital.
Judging from the constitutive requirements of this illegal act, the object of infringement is the state's registration management system for companies. The company law strictly stipulates the legal conditions for the existence of a company. Registered capital is not only a part of the company's working capital, but also one of the standards for dividing shareholders' rights and interests, and it is also the basic guarantee for the company to take risks and repay debts. Shell companies established by falsely reporting their registered capital may harm the interests of creditors in future business activities, thus disrupting the market economic order. Therefore, falsely reporting the registered capital violates the company registration management system.
Objectively speaking, the illegal act of falsely reporting registered capital occurred in? When you registered the company? However, due to the change of the registered capital system, the determination of illegal acts is changed to be illegal only when the statutory capital contribution period expires. Subjective intention and whether shareholders collude are the criteria to judge the existence of subjective intention of a company as a legal person.
(1) If all or part of fictitious paid-in capital, such as forged or untrue capital verification report, evaluation report, customs declaration form, property right certificate, accounting voucher, etc., is used to contribute and subscribe for shares, it fails to fulfill its contribution obligations;
(2) It has exceeded the statutory capital contribution period (if the company's articles of association stipulate one-time payment, the time limit shall be the date of establishment of the company; If installment payment is implemented, according to the time limit stipulated in the company law, the company will be 2 years, and the investment company will be 5 years), and the actual capital received by the company is lower than the registered capital, or even less than the minimum registered capital.
Where a company obtains company registration by falsely reporting its registered capital, the company registration authority shall, in accordance with Article 199 of the Company Law, impose a fine of not less than 5% but not more than 5% for falsely reporting its registered capital; Those who submit false materials or conceal important facts by fraudulent means shall be fined between 50,000 yuan and 500,000 yuan; If the circumstances are serious, the company registration or business license shall be revoked.
To constitute a criminal case, an applicant for company registration uses false certification documents or other fraudulent means to falsely report the registered capital and deceive the company registration authority to obtain company registration. In any of the following circumstances, he shall file a case for prosecution:
(1) Over the statutory investment period, the paid-in registered capital is lower than the statutory minimum registered capital, the amount falsely reported by a limited liability company is more than 300,000 yuan, accounting for more than 60% of its payable capital, and the amount falsely reported by a joint stock limited company is more than 3 million yuan, accounting for more than 30% of its payable capital;
(2) Over the statutory capital contribution period, the paid-in registered capital reaches the statutory minimum registered capital, but the registered capital is still falsely reported. The registered capital of a limited liability company is more than one million yuan, accounting for more than 60% of its payable capital, and that of a joint stock limited company is more than 10 million yuan, accounting for more than 30% of its payable capital;
(3) The cumulative amount of direct economic losses caused to investors or other creditors is more than 100,000 yuan;
(four) although it does not meet the above amount standard, it has one of the following circumstances:
1. Having been punished twice or more for falsely reporting the registered capital within two years, and falsely reporting the registered capital;
2. Bribery to the person in charge of company registration;
3. Being recorded for illegal activities.
(5) Other serious consequences or other serious circumstances.
2. The promoters and shareholders of the company make false capital contributions, but fail to deliver or deliver money or monetary property as capital contributions.
False capital contribution shows that the promoters and shareholders of the company have not delivered money, physical objects or transferred property rights in the process of capital contribution, and they have made capital contribution on the surface but not in fact. No company registration is required. Shareholders and promoters subscribe or subscribe their own monetary property or non-monetary property in accordance with the articles of association, but fail to actually deliver (or fail to deliver in full) or fail to deliver on time (or fail to deliver in full) in accordance with the articles of association, which belongs to false capital contribution. The behavior of false capital contribution is intentional subjectively. False capital contribution infringes on the company's capital contribution system. According to the Company Law, the company implements a capital verification system, that is, the registered capital of the company is legal and full, and the shareholders of the company should pay their capital contribution or shares in full on schedule, and only after verification by the statutory capital verification agency can they apply to the company registration authority for registration. False capital contribution by shareholders may also occur at the time of change of registration, especially when shareholders contribute to increase the registered capital of the company.
If the promoters or shareholders make false capital contributions, the company registration authority shall impose a fine of more than 5% and less than 5% of the amount of false capital contributions in accordance with the provisions of Article 200 of the Company Law.
If the promoters and shareholders of a company violate the provisions of the Company Law, fail to deliver money or goods or transfer property rights, make false capital contributions, or withdraw their capital contributions after the establishment of the company, they shall file a case for prosecution:
(1) Over the statutory capital contribution period, the amount of false capital contribution by shareholders of a limited liability company is more than 300,000 yuan, accounting for more than 60% of its payable capital contribution, and the amount of false capital contribution by promoters and shareholders of a joint stock limited company is more than 3 million yuan, accounting for more than 30% of its payable capital contribution;
(2) Where the amount of capital contribution withdrawn by shareholders of a limited liability company is more than 300,000 yuan and accounts for more than 60% of the paid-in capital contribution, the amount of capital contribution withdrawn by promoters and shareholders of a joint stock limited company is more than 3 million yuan and accounts for more than 30% of the paid-in capital contribution;
(3) The cumulative amount of direct economic losses caused to the company, shareholders and creditors is more than 100,000 yuan;
(four) although it does not meet the above amount standard, it has one of the following circumstances:
1. The company is insolvent or unable to operate normally;
2. The promoters and shareholders of the company conspire to make false capital contributions or withdraw capital contributions;
3. Being subject to administrative punishment for making false capital contribution or withdrawing capital contribution twice or more within two years, and committing false capital contribution or withdrawing capital contribution;
4. Using false capital contribution or withdrawing capital contribution to carry out illegal activities.
(5) Other serious consequences or other serious circumstances.
Three. The promoters and shareholders of the company withdraw their capital contribution after the establishment of the company.
Withdrawing capital contribution refers to the behavior of the promoters and shareholders who maliciously withdraw and withdraw the monetary property and non-monetary property actually paid in after the establishment of the company. The main performance is that after the establishment, shareholders secretly withdraw their capital contribution, but still retain their shareholder status and original capital contribution. This behavior infringes on the company's property, deceives creditors and the public, and deprives other shareholders of their interests in disguise. Subjectively, the act of withdrawing capital contribution is intentional and obviously fraudulent, which is a continuous illegal act, and the illegal subject is the promoter or shareholder of the company.
Where the promoters and shareholders withdraw their capital contribution, the company registration authority shall impose a fine of more than 5% and less than 5% of the withdrawn capital contribution in accordance with the provisions of Article 200 of the Company Law.
The above is the new company law 104 that I provided for you. I hope it will help you.
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