The revision of the company law mainly involves the following three aspects: 1. Change the paid-in registration system of registered capital into the subscription registration system.
Except as otherwise provided by laws, administrative regulations and the State Council's decision on the paid-in registered capital of the company, the provisions that the shareholders (promoters) of the company should pay their capital contributions in full within two years from the date of establishment of the company and that investment companies can pay their capital contributions in full within five years have been cancelled; The provision that shareholders of a one-person limited liability company should pay their capital contribution in full at one time was cancelled. Shareholders (promoters) of the company independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association.
Second, relax the registration conditions of registered capital.
Except as otherwise stipulated by laws, administrative regulations and the State Council's decision on the minimum registered capital of a company, the restrictions on the minimum registered capital of a limited liability company of 30,000 yuan (RMB, the same below), a one-person limited liability company of 654.38 million yuan and a joint stock limited company of 5 million yuan have been cancelled. Does this mean that it is possible in theory? One yuan to run a company? ; No longer limit the initial contribution ratio of shareholders (promoters) when the company is established, that is to say, in theory? Zero down payment? ; No longer limit the proportion of shareholders' (promoters') contribution in cash.
Third, simplify the registration items and registration documents.
The capital contribution subscribed by shareholders of a limited liability company and the paid-in capital of the company are no longer registered items of the company. When a company is registered, it is not necessary to submit a capital verification report. The revision of the company law has further lowered the threshold for the establishment of a company, lightened the burden on investors, facilitated the company's access, and provided legal protection for promoting the reform of the company's registered capital registration system.
The process of registering a general company is 1. Name verification: go to the industrial and commercial bureau to do one? Application form for pre-approval of enterprise name? Fill in the name of the company you want, and the industrial and commercial bureau will search online (the intranet of the industrial and commercial bureau) to see if there is a duplicate name. If there is no duplicate name, you can use this name and send a copy? Notice of pre-approval of enterprise name? .
2. Rent a house: rent an office in a special office building. After renting a house, a rental contract should be signed and filed with the Housing Authority.
3. write? Charter? The articles of association need to be signed by all shareholders.
4. Carve a private seal: (All shareholders) carve a private seal at the place where the seal is engraved on the street and tell them to carve a corporate seal (square).
5. Take it from an accounting firm? Bank confirmation letter? Contact the accounting firm to get one? Bank confirmation letter? (It must be the original, and the accounting firm should be stamped with a fresh seal).
6. Registered company:
Obtain various forms of company establishment registration from the Industrial and Commercial Bureau, including the application form for establishment registration, the register of shareholders (promoters), the registration form of directors, managers, supervisors, legal representatives, designated representatives or entrusted agents, etc. Fill it out and submit it to the Industrial and Commercial Bureau together with the Notice of Name Approval, Articles of Association, Rental Contract, Copy of Property Ownership Certificate and Capital Verification Report. It takes about 15 working days to get the license.
7. With the business license, engrave the official seal and financial seal at the engraving company designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.
8. Handling the enterprise organization code certificate: It takes 3 working days to handle the organization code certificate with the business license to the Technical Supervision Bureau.
9. Handling tax registration:
After receiving the license, you should go to the local tax bureau for tax registration certificate within 30 days. General companies need to apply for two kinds of tax registration certificates, national tax and local tax. When handling the tax registration certificate, you usually need an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card. Of course, you can find an agent bookkeeping company to do accounting.
10, go to the bank to open basic deposit account:
With the original business license, organization code certificate, national tax and local tax, go to the bank to open basic deposit account.
1 1. Apply for an invoice: If your company sells goods, you should apply for an invoice in the national tax; If it is a service company, it should handle the invoice in the local tax.
General registered company requirements 1, company registered address requirements.
The registered address of a company is different from the requirements of ordinary individual industrial and commercial households. The registered address of the company must be of an office nature, and the domicile cannot be used as the registered address. A registered company shall provide a copy of the property right certificate and lease agreement of the registered address when handling industrial and commercial registration and tax registration.
2. The registered capital requirements of the company
Cancel the minimum registered capital
Special industries must meet the minimum registered capital requirements of the industry, and registered international freight forwarding companies must meet the minimum registered capital requirements of 5 million yuan.
Shareholders have the obligation to pay the registered capital, and the registered capital must be verified by an accounting firm before it can be registered in the industrial and commercial registration information.
3, the company's business scope requirements
To register a company, the business scope of the company must be written on the business license. General product sales and consulting services can be directly written into the business scope, and special industries or products can only be written into the business scope after obtaining the industry license. For example, liquor sales require a liquor wholesale license.
4. Requirements of shareholders and legal representatives of the company
Shareholders and legal representatives of the company must have ID cards and have no bad records in the industrial and commercial and tax systems. For the specific requirements of this shareholder, please refer to the Letter of Commitment for Enterprise Notification issued by the Administration for Industry and Commerce.
5, financial personnel requirements
After the company is registered, it is necessary to make accounts and tax returns every month, so it is necessary to provide the identity information of financial personnel when handling tax registration. What should I do to buy an invoice? Invoice administrator certificate? .
After the company is registered, it is necessary to open a company basic deposit account and tax account.
Can shareholders make up the registered capital with profits? If the registered capital is not in place, can shareholders make up for it with the undistributed profits of the company?
Shareholders of a limited liability company must pay their capital contributions on schedule in accordance with the Company Law and the Articles of Association.
The after-tax profits of the company after making up the losses and withdrawing the provident fund shall be distributed to the limited liability company according to the proportion of capital contribution after the resolution of the shareholders' meeting. Of course, all shareholders can fulfill their legal obligations of full capital contribution in accordance with the articles of association to supplement the registered capital.
However, before or after making up the losses, if a limited liability company refuses to distribute profits through a resolution of the shareholders' meeting, it may not supplement its registered capital with undistributed profits.
What is registered capital According to Article 12 of the Regulations on the Administration of Registration of Enterprise as a Legal Person, registered capital is the amount of property or its own property authorized by the state to operate and manage an enterprise as a legal person. Where an enterprise as a legal person applies for industrial and commercial registration and the amount of funds applied for registration is inconsistent with the actual amount of funds, it shall be handled in accordance with the special provisions of the state. ? Article 3 1 of the detailed rules for the implementation of the regulations on the registration and management of enterprise legal persons stipulates that the amount of registered capital is the monetary expression of the property managed by the enterprise legal person or the property owned by the enterprise legal person. Unless otherwise stipulated by the state, the registered capital of an enterprise shall be consistent with the actual capital. ?
Registered capital is also called nominal capital. The registered share capital of a registered Hong Kong company is divided into hundreds of millions of ordinary shares. For example, Limited Company is a Hong Kong company with a registered capital of RMB 6,543.8+0.00 million, and each share is divided into RMB 6,543.8+0 yuan Dollar and RMB 6,543.8+0.00 million shares. The amount of funds that can be raised by registered capital represents the maximum amount of registered companies in Hong Kong, that is, the maximum amount of shareholders that an enterprise can sell shares.
The difference between registered capital and registered capital is three aspects.
1) The registered capital is the sum of the capital contributions subscribed by all shareholders of the enterprise; Registered capital is the amount of property or its own property granted by the state to an enterprise as a legal person for management.
2) The registered capital is separated from the actual assets of the enterprise, and the change of the actual assets of the enterprise generally does not affect the change of the registered capital; The registered capital and actual assets of an enterprise are allowed to float within a certain range. When the actual assets of an enterprise increase or decrease by more than 20% of the registered capital, the enterprise shall change the registered capital according to the actual assets.
3)? Registered capital? Applicable to companies, registered capital? Applicable to non-enterprise legal person enterprises registered in accordance with the Regulations on the Administration of Enterprise Legal Person Registration.
Provisions on the minimum registered capital The minimum registered capital of a limited liability company is 30,000 yuan. Article 26 of the new Company Law.
The minimum registered capital of a one-person limited liability company is 654.38+10,000 yuan, and shareholders shall pay their capital contribution in full at one time. Articles 59-64 of the new Company Law.
The minimum registered capital of a joint stock limited company is 5 million yuan. Article 8 1 of the new company law.
After the revision of the new Company Law in 2006, the regulations on distinguishing the minimum registered capital according to the company's business content were cancelled, and the minimum registered capital of a limited liability company was reduced from 6,543,800+10,000-500,000 yuan to 30,000 yuan, and the minimum registered capital of a joint stock limited company was reduced from 6,543,800 yuan to 5 million yuan. At the same time, due to various reasons, although the authorized capital system was not adopted in the end, the capital of the two companies was allowed to be paid in installments without having to pay it all at once. Only the initial investment of all shareholders is required to be no less than 20% of the registered capital, and the rest must be paid in full within two years, of which the investment company can pay in full within five years.
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