What should I pay attention to when increasing capital and shares for the purpose of listing?

What should I pay attention to when increasing capital and shares for the purpose of listing? The relevant provisions are in Article 9 of the Measures for the Administration of Initial Public Offering and Listing (Order No.32 of the CSRC). "After the establishment of a joint stock limited company, the issuer shall continue to operate for more than 3 years, unless it is approved by the State Council. If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company. " And Article 12: "The issuer's main business, directors and senior management personnel have not changed significantly in the last three years, and the actual controller has not changed." Therefore, for the purpose of listing, the directors, senior managers and actual controllers of the company cannot be changed within a certain period of time, and the main business cannot be significantly changed. Tax payment during capital increase and share expansion: 1. According to the Provisions of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Several Issues Concerning the Collection of Individual Income Tax and the Notice on Exemption from Individual Income Tax for Capital Increase and Dividend Distribution of Joint-stock Enterprises, undistributed profits and any accumulation fund are regarded as dividends and dividend distribution. The amount of transferred capital obtained by natural person shareholders is taxed as personal income (corporate shareholders does not need to pay tax). The undistributed profits used for transfer shall be deducted from the tax payable from the time of reprinting. Because the company may not pay taxes on time, or the date of payment is later than the date of transfer, the corresponding taxes shall be deducted first when increasing capital and shares; 2. The documentNo. State Taxation Administration of The People's Republic of China 1997 198 also stipulates that the capitalization of capital reserve of joint-stock enterprises does not belong to dividend distribution, and the amount of capitalization obtained by individuals is not regarded as personal income and personal income tax is not levied. Matters needing attention in capital increase and share expansion 1. Pay attention to the following points when investing monetary funds: 1. When opening a temporary bank account for capital investment, you must indicate "investment funds" in the column of "summary table of capital use sources" of bank documents; 2. Each shareholder invests capital according to the proportion of capital contribution subscribed by him, and provides the original customs declaration form issued by the bank. 2. The following points should be paid attention to in-kind (industrial property rights, non-patented technology and land use rights hereinafter referred to as intangible assets) investment: 1. The physical objects used for investment are owned by investors and are not guaranteed or mortgaged; 2. Where industrial property rights or non-patented technologies are used as capital contributions, the shareholders or promoters have ownership over them; 3. If the capital contribution is made by the land use right, the shareholders or promoters have the land use right; 4. Where intangible assets are used as capital contribution, their proportion in the registered capital shall comply with the relevant provisions of the state. The contribution in kind of all shareholders of a limited liability company shall not be higher than 70% of the registered capital. 5. If the investment is made in kind or intangible assets, it shall be evaluated and an evaluation report shall be issued; 6. The articles of association of the company shall stipulate the transfer of the above-mentioned capital contribution, handle the transfer and transfer formalities in time after the capital contribution, and report to the company registration authority for the record. Three, if the investor is a legal person, the total amount of foreign investment shall not exceed the proportion of net assets investment stipulated in the articles of association. 4. Transfer undistributed profits to registered capital, and the transfer ratio should not be too high. 1, if the conversion ratio is too high, it will affect the company's performance on the books (mainly profit rate), which is unfavorable to the company's long-term development; 2. As the increased undistributed profit should be deducted from the accrued depreciation and taxable income before the increase point, if the increase ratio is too high, it will involve a lot of depreciation and tax adjustment. If the capital verification fails, it is necessary to readjust the capital increase and share expansion plan, which will not only affect the process of capital increase and share expansion, but also affect the company's reputation and be unfavorable to the company's development. V. Capital increase and share expansion for the purpose of listing. The relevant provisions are in Article 9 of the Measures for the Administration of Initial Public Offering and Listing (Order No.32 of the CSRC). "After the establishment of a joint stock limited company, the issuer shall continue to operate for more than 3 years, unless it is approved by the State Council. If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company. " And Article 12: "The issuer's main business, directors and senior management personnel have not changed significantly in the last three years, and the actual controller has not changed." Therefore, for the purpose of listing, the directors, senior managers and actual controllers of the company cannot be changed within a certain period of time, and the main business cannot be significantly changed. Six, increase the registered capital with provident fund, different types of provident fund, the increase ratio is also different. 1. If the registered capital is increased by the statutory reserve fund, according to Article 169 of the Company Law, "When the statutory reserve fund is converted into registered capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the increase". In other words, if the registered capital of the company is 1 10,000 and the statutory reserve fund exceeds 250,000, then the company can increase the statutory reserve fund. 2. If the registered capital is increased by capital reserve, the situation is slightly complicated and needs to be specifically analyzed according to the accounting system implemented by the company; 3. If the registered capital is increased by any provident fund, the Company Law, the Accounting System for Enterprises and the new accounting standards have not stipulated the proportion of any provident fund, so the registered capital can be increased in full by any provident fund. Seven. Pay attention to the provisions of Article 34 of the Company Law. When a limited liability company increases its capital and shares, the shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution, unless otherwise agreed by the parties. In the case that the new shareholders contribute to the shares, the old shareholders also need to declare that they will give up all or part of their priority subscription. Eight, tax issues in the process of capital increase and share expansion. 1. According to the Provisions of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Several Issues Concerning the Collection of Individual Income Tax and the Notice on Exemption from Individual Income Tax for Capital Increase and Share Expansion of Joint-stock Enterprises, it is considered that undistributed profits and any registered capital transferred from provident fund belong to dividends and dividend distribution. The amount of transferred capital obtained by natural person shareholders is taxed as personal income (corporate shareholders does not need to pay tax). The undistributed profits used for transfer shall be deducted from the tax payable from the time of reprinting. Because the company may not pay taxes on time, or the date of payment is later than the date of transfer, the corresponding taxes shall be deducted first when increasing capital and shares; 2. The documentNo. State Taxation Administration of The People's Republic of China 1997 198 also stipulates that the capitalization of capital reserve of joint-stock enterprises does not belong to dividend distribution, and the amount of capitalization obtained by individuals is not regarded as personal income and personal income tax is not levied. Nine, the problem of insufficient stock issuance in the process of capital increase and share expansion. When a joint stock limited company introduces strategic investors by increasing capital and shares, it must consider the possible shortage of shares. Jingbang's solution to this problem is to explain in the prospectus that if the issue is insufficient, it will be made up by the existing shareholders (of course, provided that the company's shareholders' meeting makes a resolution on this), which will not only increase investors' confidence in subscribing for shares, but also ensure the success of capital increase and share expansion. X. Opening a special account for capital verification. In order to protect the rights and interests of investors and successfully pass the capital verification, a special account for capital verification shall be opened if new shareholders contribute in cash when the company increases capital and shares. The purpose of capital verification is to verify whether the change of registered capital of the company conforms to legal procedures, whether the increase of registered capital is true and whether the relevant accounting treatment is correct. To sum up, increasing capital and shares can make a company bigger and stronger, and it is also the only way to expand its scale. When a company goes public, it must have very strong capital and big business, but listed companies must remember not to change important managers at any time in a few years, and stable personnel can make a company develop better.