How does the company increase capital? What are the plans for the company's capital increase? Is there any process for the company to increase c
How does the company increase capital? What are the plans for the company's capital increase? Is there any process for the company to increase capital? I will share the sorted capital increase methods with you. Welcome to read!
The Choice of Company's Capital Increase Mode
There are four main ways for companies to increase capital: increasing face value, increasing capital contribution, issuing new shares or debt-to-equity swaps.
1, increase the face value.
Increasing the face value means that the company increases the amount of each share without changing the original total number of shares. In this way, the purpose of capital increase can be achieved. For example, statutory reserve fund, dividends to be distributed and newly paid shares by shareholders can all be recorded in each share, thus increasing its face value.
2. Increase investment.
Where a limited liability company needs to increase its capital, it may increase its capital contribution in proportion to the original shareholders, or invite others other than the original shareholders to contribute. If the original shareholders subscribe for the capital contribution, they may increase their shares or convert the capital reserve fund or dividend payable into capital contribution.
3. Issue new shares.
A joint stock limited company may increase its shares by issuing new shares. Issuing new shares refers to the company issuing new shares in order to expand the capital demand. The issuance of new shares can be publicly offered to the public or subscribed by the original shareholders. Under normal circumstances, the original shareholders of the company enjoy the preemptive right.
4. Debt-to-equity swap.
A joint stock limited company can also increase its shares by converting convertible corporate bonds into company stocks. Convertible corporate bonds are bonds that can be converted into company stocks. If this bond is converted into company stock, the liabilities will be eliminated and the company's share capital will increase.
Changing the shareholding ratio: how to choose the capital increase method? Company A has a registered capital of 5 million yuan, which is jointly funded by Company A and Company B, in which Company A holds 90% of the shares and Company B holds 65,438+00%. After several years of operation, the fair value of owner's equity of Company A is 50 million yuan. At this time, in order to expand the scale of production and operation, Company A and Company B decided to increase the registered capital of Company A to 6,543,805 yuan, and agreed to adjust the shareholding ratio of Company A and Company B, that is, the shareholding ratio of Company A decreased from 90% to 30%, and that of Company B increased from 654.38+00% to 70%.
How can Company B save the most money by increasing capital? This paper summarizes three ways of capital increase and analyzes the treatment of enterprise income tax.
Option 1: Company A will not increase its capital, and all of it will be contributed by Company B..
In this case, it is equivalent to that after Company A distributes the owner's equity according to the original shareholding ratio and adds the capital increase part of Company B, the shareholding ratio of both parties has changed ... Before the capital increase, according to the original shareholding ratio, Company A should hold 5000×90%=4500** ten thousand yuan * *, and Company B should hold 5000× 10% = 500 * *.
Assuming that company B contributes X million yuan alone, the shareholding ratio of company B is 70% after the contribution, the calculation formula is * * 500+X * * * * 5000+X * *100% = 70%, and X = X =10000 * * *. That is to say, under the condition that Company A does not increase its capital, Company B contributes1000000 yuan, of which10000000 yuan is used to increase the registered capital, which can achieve the purpose that Company A accounts for 30% and Company B accounts for 70%.
At this time, the equity held by Company A is = * * 5000+10000 * * * 30% = 4500 * * * ten thousand yuan * *, which is consistent with the equity before capital increase; Equity held by Company B = * * 5000+10000 * * 70% =10500 * * ten thousand yuan * *, an increase of10000 yuan compared with that before capital increase.
Option 2: Both parties jointly increase capital, and then Company B shares.
The registered capital of Company A has been increased to150,000 yuan, and * * capital needs to be increased 1000× 90% = 9 million yuan * *, and Company B1000×10.
After Company A goes through the formalities of capital increase in the industrial and commercial department, the shareholding ratio of Company A is 90%, of which 60% of the shares of Company A are acquired by Company B. Based on the corresponding book owner's equity, Company B shall pay Company A 6000× 60% = 3600 * * ten thousand yuan * *.
After the completion of the equity acquisition, Company A needs to go to the industrial and commercial department again to handle the equity change procedures.
In this process, Company B paid a total of 3600+ 100=3700*** ten thousand yuan * *, and Company A received 36 million yuan in equity transfer.
Option 3: Company A gives up the right to increase capital and gets compensation.
Scheme 2: Company A should increase its capital by 9 million yuan, and the owner's equity corresponding to the sale of 60% equity by Company A to Company B is 6000×60%=3600*** ten thousand yuan * *. Under normal circumstances, Company A will give up its capital increase of 9 million yuan and get compensation only within the fair value of its corresponding owner's equity, and get retained earnings, that is, compensation = 6000× 60%-1500× 60% = 2700 * * ten thousand yuan * *. In this process, in addition to paying compensation of 27 million yuan to Company A, Company B must also inject 900+ 100 = 1000 * * ten thousand yuan * * totaling 37 million yuan. Then, Company A holds relevant documents to the industrial and commercial department for capital increase.
Shareholding ratio of Company B: calculated according to the registered capital, that is, * * 500×10%+1000 * * ÷1500 = 70%; Or according to the fair value of the owner's equity, because Company A gave up the capital increase of 9 million yuan and obtained the corresponding equity of 27 million yuan, Company B will compensate. Therefore, when Company B increases its capital by 6,543,800,000 yuan, the owner's equity of 27,000,000 yuan corresponding to the capital increase of 9,000,000 yuan shall be enjoyed by Company B. Therefore, the shareholding ratio of Company B is * * 5000×10%+2700+1000 * * ÷ 6000.
Through the comparison of the above three schemes, it can be seen that under the premise of retaining the original equity value of Company A, Company B needs to pay the most money, while Scheme II and Scheme III are the most economical.
In terms of income tax treatment, the first scheme is only a simple capital increase and does not involve income tax issues. The essence of Scheme 2 and Scheme 3 is the same, both of which belong to the nature of equity transfer, but the way to obtain income is different. Therefore, Company A's equity transfer income = equity transfer income-holding cost = 3600- 1500×60% = 2700 * * * ten thousand yuan * * or the compensation amount received is 27 million yuan, and the enterprise income tax is declared and paid.
The meaning of capital increase of a company is to increase the registered capital of an enterprise. At present, it can be divided into the following two types in society. One is that the paid-in capital of the company cannot reach the registered capital within two years to make up for it, and the enterprise itself must add paid-in capital to make the paid-in capital reach the registered capital. The second is that with the development of enterprises, the registered capital of enterprises is relatively small, which affects the development of the company and increases its registered capital. The registered capital of an enterprise is an intuitive embodiment of its scale and strength. Registered capital plays an important role in the development of enterprises. If the registered capital is too small, some good opportunities for cooperation and development may be lost.
The legal procedure for the company's capital increase is 1, which must be approved by shareholders. According to the provisions of Article 44 and 106 of the Company Law, the resolution of the shareholders' meeting of a limited liability company to increase the company's capital must be passed by more than two-thirds of the voting representatives and shareholders. The capital increase of a joint stock limited company must also be decided by the shareholders' meeting. The resolution of the shareholders' meeting must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.
2. Pay capital. When a limited liability company increases its registered capital, the capital contribution subscribed by shareholders shall be implemented in accordance with the relevant provisions of the Company Law on the establishment of a limited liability company. When a joint stock limited company issues new shares to increase its registered capital, shareholders shall subscribe for new shares in accordance with the relevant provisions of the Company Law on the establishment of a joint stock limited company and the payment of shares.
3. Perform the corresponding change registration procedures. When a company increases its registered capital, it shall register the change with the company registration authority according to law. The increase of the company's capital will cause changes in the company's articles of association. Therefore, the increase of the company's capital should be registered with the registration authority.