1. Registered capital. In a narrow sense, corporate capital refers to the capital raised when a company is established, stated in its articles of association and registered by the company registration authority. Article 26 of the Company Law stipulates: "The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority." Article 8 1 stipulates: "Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all promoters registered in the company registration authority. If a joint stock limited company is established by way of offering, the registered capital shall be the total paid-in share capital registered with the company registration authority. " 2. Issue capital. Also known as subscribed share capital, it refers to the total share capital that the company has actually issued to shareholders. The issued capital can be equal to or less than the registered capital. In countries that implement the statutory capital system, the capital stipulated in the articles of association should be fully subscribed at one time, so the issued capital is generally equal to the registered capital. However, shareholders may pay their shares in installments after they have subscribed their capital contributions in full. Countries that implement the authorized capital system generally do not require the issuance of all registered capital, so it is smaller than the registered capital.
3. Subscribe for capital. Refers to the total amount of investment agreed by investors.
4. Paid-in capital. Also known as paid-in capital, it refers to the total amount of capital actually received by shareholders when the company was established. It is the capital actually owned by the company. After the shareholders subscribe for shares, they can pay them in one lump sum or in installments within a certain period of time. Therefore, the paid-in capital may be equal to or less than the registered capital.
China's newly revised Company Law adopts a certain degree of authorized capital system for company capital, that is, shareholders are allowed to actually pay a certain proportion of subscribed capital when the company is established, and the rest of subscribed capital can be paid off within a certain period after the company is established. Therefore, the registered capital of a company is equal to the total subscribed capital of all shareholders when the company is established, but the paid-in capital can be less than the registered capital when the company is established. The principle of company capital refers to the legal norms that must be followed in the whole process of company establishment, operation and management in order to ensure the truthfulness and safety of company capital. The three capital principles recognized by the traditional company law are the most important, namely, the principle of capital determination, the principle of capital maintenance and the principle of capital invariance.
1. Capital determination principle. The principle of capital determination refers to the total capital of the company that should be stated in the articles of association when the company is established, and it can not be established unless it is fully recognized or raised by the promoters. Few countries strictly abide by this principle. As mentioned above, China's former Company Law implemented a strict capital verification system, requiring the company's capital to be fully raised and paid when the company was established, and the capital was verified by a statutory capital verification agency. However, the newly revised company law has revised this.
2. The principle of capital maintenance. The principle of capital maintenance, also known as the principle of capital enrichment, means that a company should always maintain its property equivalent to its capital during its existence. China's company law has implemented the essence of the principle of capital preservation and stipulated some mandatory norms to ensure that the company has sufficient property. Mainly: after the establishment of the company, the promoters or shareholders shall not withdraw their shares or withdraw their share capital; The issue price of shares shall not be lower than the face value of shares; The company shall draw and use the statutory provident fund in accordance with the regulations. Statutory provident fund can be regarded as capital reserve, and its main purpose is to make up the company's losses, expand the company's business scale and increase capital; No dividend shall be distributed when there is a loss or no profit; In principle, a company cannot buy its own shares, nor can it accept the company's shares as the subject of mortgage.
3. The principle of constant capital. The principle of constant capital means that once the total capital of a company is determined, it cannot be changed at will without legal procedures. In fact, the principle of capital invariance is an inevitable requirement of the principle of capital preservation. China's "Company Law" mainly imposes strict restrictions on the company's capital reduction. These provisions include: the balance sheet and property list must be prepared; The shareholders' meeting must make a resolution; After making a capital reduction resolution, it shall notify the creditors within the statutory time limit and make an announcement; Creditors have the right to require the company to pay off debts or provide corresponding guarantees within the statutory time limit; The amount after reducing the registered capital of the company shall not be less than the statutory minimum; Change registration must be handled with the company registration authority. The three principles of rhyme capital in the traditional company law have its institutional value, which mainly lies in protecting the interests of bona fide third parties and transaction safety, and enhancing the company's credit. However, with the development of business and the change of credit system, the company's credit does not mainly depend on the registered capital when the company was established, but on the company's existing assets and market credit. Therefore, the traditional three principles of company capital have been challenged, and related changes have occurred or will occur, such as the emergence and application of authorized capital system.
The main disadvantages of the three principles of strict corporate capital are: first, it limits the qualifications and opportunities for civil and commercial subjects to enter the market, and sets too harsh market access thresholds, which hinders people's investment enthusiasm and is not conducive to social and economic development; Second, it increases the difficulty of raising capital when the company is established, which is not convenient for the establishment of the company; Third, it increases the capital cost in the company's operation, which leads to idle funds, thus increasing the overall cost of the company's operation; The fourth is to mislead people's judgment on the company's reputation, performance ability and credit standing, thinking that a company with a large registered capital is a company with good reputation, which makes people ignore the objective consideration and judgment of the company's assets and make a lot of false capital contributions and withdraw capital contributions.
In fact, the company's credit, especially its solvency, has little to do with the registered capital when the company was established, because the company bears the debt repayment responsibility with all its assets (unregistered capital). If the registered capital of the company at the time of establishment is 6,543,800 yuan and the existing assets are 3 million yuan, the company needs to bear the obligation of debt repayment with all assets of 3 million yuan; On the other hand, if the registered capital of the company is 3 million yuan, and the existing assets are only 6.5438+0 million yuan, the company can only bear the debt repayment responsibility with this 6.5438+0 million yuan.
Based on the above-mentioned understanding of the nature and significance of company capital, the newly revised Company Law of China has made major changes to the company capital system, which is embodied in four aspects: First, the minimum statutory registered capital of companies has been greatly reduced, and the minimum statutory registered capital of limited liability companies has been reduced from 6,543,800 yuan, 300,000 yuan and 500,000 yuan to 30,000 yuan, and that of joint stock limited companies has been reduced from 654. The second is to cancel the paid-in capital system. The original company law stipulates that shareholders must pay all the registered capital before establishing a company (that is, "the registered capital is the amount of capital paid by all shareholders registered in the company registration authority") and change it into contribution by installments, that is, the registered capital is the amount of capital subscribed by all shareholders registered in the company registration authority ",that is, shareholders do not have to actually pay all their capital contributions when the company is established, but can set up the company first and then pay their capital contributions by installments. Third, the mandatory restriction of the original Company Law on the proportion of reinvestment of the company (that is, the accumulated investment shall not exceed 50% of the company's net assets) was cancelled, which was decided by the company's board of directors or shareholders' meeting according to the company's articles of association. Fourth, the provisions of the original "Company Law" that the registered capital of a limited liability company should adopt different legal minimum registered capital amounts according to the company type were cancelled, and changed to a unified legal minimum registered capital amount.