The articles of association stipulate that shareholders should pay their respective subscribed capital contributions in full, otherwise the company cannot be established.
201310128 October, the 28th executive meeting of the State Council adopted the reform plan of the registered capital registration system, and cancelled the minimum registered capital standards of 30,000 yuan for limited companies, 654.38 million yuan for one-man companies and 5 million yuan for joint-stock companies, as well as the requirement to complete the payment within two years. The principle of capital maintenance, also known as the principle of capital enrichment, requires the company to keep its property commensurate with its total capital, maintain its solvency and protect the interests of creditors during its existence. The principle of capital preservation is embodied in the company law of China;
(1) Shareholders cannot withdraw their capital contribution. In order to ensure the authenticity and reliability of the company's capital and safeguard the company's capital, Article 34 of China's Company Law stipulates that after the company is registered, shareholders may not withdraw their capital contribution. Article 93 stipulates that the promoters and subscribers shall not withdraw their share capital after paying the share capital or offsetting the share capital with the paid contribution, except in cases where the shares are not raised in full and on time, the promoters fail to convene the founding meeting on time or the founding meeting decides not to set up the company.
(2) Strict profit distribution procedures. The fourth paragraph of Article 1 17 of China's Company Law stipulates that the remaining profits after the company makes up losses and withdraws the provident fund and statutory welfare fund shall be distributed by the limited liability company according to the proportion of shareholders' capital contribution, and by the joint stock limited company according to the proportion of shares held by shareholders. Paragraph 5 stipulates that if the shareholders' meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws statutory reserve funds and statutory public welfare funds, it must return the profits distributed in violation of the provisions to the company. The reason for this provision is that if the shareholders of the company distribute the after-tax profits before they are used to make up the losses and withdraw the provident fund and the public welfare fund, it is essentially the shareholders who distribute the property belonging to the company, which of course infringes on the property maintained by the company's capital and reduces the ability to guarantee repayment of debts.
(3) Accumulated reinvestment shall not exceed 50% of net assets. If there is too much foreign investment, the company's own property used for production, operation and debt repayment will be reduced, which is not in line with the principle of capital maintenance. Therefore, Article l2 of China's Company Law stipulates that a company may invest in other limited liability companies and joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution. Where a company invests in other limited liability companies or joint stock limited companies, the accumulated investment shall not exceed 50% of the company's net assets, except for investment companies and holding companies as stipulated by the State Council. After the investment is completed, the capital increase made by the invested company with profits is not included in the capital increase.
(4) The issue price of shares shall not be lower than the par value. Stock is the manifestation of the shares of a joint stock limited company, and the sum of the shares is the capital of the company. In order to maintain the actual property value of the company's capital, Article 13 1 of the Company Law of our country stipulates that the issue price of shares can be the par value or higher, but not lower than the par value.
(5) restrictions on the company's holding of the company's shares. If the company is allowed to hold shares in the company, the corresponding specific property of the company will flow into the pocket of the transferor. Although the abstract property of the company has not decreased, the specific property of the company has decreased because of the acquisition of the company's shares. Moreover, as far as the property nature of the company is concerned, the company cannot become its own shareholder, and of course it cannot hold shares in the company. Therefore, article 149 of China's Company Law stipulates that a company may not purchase its shares, except that the company cancels its shares through capital reduction or merges with other companies holding its shares.