(1) The original company had too much capital and too much formal capital. If the capital remains unchanged, it will lead to the idleness and waste of capital in the company, which is not conducive to the efficiency of capital and increases the burden of dividends.
(2) The company suffered serious losses, and the gap between the total capital and the actual assets was too large. The company's capital has lost its due legal significance to prove the company's credit status, and shareholders have not been rewarded due to the company's losses for years.
The company's capital reduction shall comply with legal procedures.
( 1)
Resolutions of the shareholders' meeting.
In the capital reduction procedure, the capital reduction agreement must be passed by shareholders representing more than two-thirds of the voting rights.
The resolution includes:
① Registered capital of the company after capital reduction;
② Arrangement of shareholders' interests and creditors' interests after capital reduction;
③ Matters related to the revision of the Articles of Association;
(4) Changes in the capital contribution of shareholders and their proportions, etc.
When making a resolution on capital reduction, the company should pay attention to the fact that the registered capital of the company after capital reduction shall not be lower than the statutory minimum;
(2)
Prepare balance sheet and property list;
(3)
Notify or announce creditors. The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of the first announcement if they have not received the notice;
(4)
Change registration.
Materials required for the company's capital reduction registration
1, investor application; (original)
2. Resolution of the board of directors of the enterprise; (Subject to unanimous approval of the board of directors) (original)
3. Capital reduction agreement of all shareholders (sole proprietorship enterprise decides to reduce capital); (original)
4. Contracts, articles of association modification agreements (non-wholly-owned enterprises) or articles of association modification decisions (wholly-owned enterprises) signed by the legal representatives of all shareholders; (original)
5. Audit report verified by certified public accountants in China (including balance sheet, property list and creditor list); (original)
6, the national tax and local tax departments according to the normal tax situation; (original)
7. Description of debt settlement or debt guarantee; (Signature and Seal of Chairman) (Original)
8. Announcement of capital reduction of newspapers at or above the provincial level; (original)
9, notify the creditor receipt; (original)
10, a copy of the capital verification report;
1 1, the audited financial statements of the enterprise in the previous year;
12, copy of business license and original approval certificate;
13, original enterprise contract articles of association and its reply;
14, other materials required by the examination and approval authority.
The above materials should be classified and bound into volumes.
The format of the company's capital reduction announcement and the materials required for the newspaper announcement
Announcement of capital reduction of XX Company
According to the decision of the shareholders' meeting (investor), the registered capital of the company is
Reduce it to 10 thousand yuan
Ten thousand yuan. Creditors are requested to have the right to ask the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the written notice from the company, or within 45 days from the date of this announcement if they have not received the notice. If it is not submitted within the time limit, it shall be deemed that it has not made a request.
The announcement of capital reduction in newspapers must be handled by local municipal public newspapers and periodicals.
Materials to be provided in the company's capital reduction announcement
1 .. copy of business license,
2. Resolution of the shareholders' meeting on the company's capital reduction.