At present, with the reduction of registered capital in the new company law, the enthusiasm of investors to realize asset appreciation by setting up companies is constantly rising. However, according to our experience in handling cases, companies with a registered capital of less than 5 million have some registered capital problems. We have dealt with a lot of problems such as transferring shares at a low price due to defects in capital contribution, how to go bankrupt with false capital contribution and so on.
Therefore, when the acquirer plans to acquire a company, it should first inquire about the basic information of the target company in the Administration for Industry and Commerce, mainly the registered capital of the company. Here, the acquirer needs to distinguish the relationship between paid-in capital and registered capital, and find out whether the target company has false capital contribution (whether the capital contribution has gone through the relevant transfer procedures and whether it has been effectively delivered); At the same time, we should pay special attention to whether the company has withdrawn capital and so on. (II) Problems of company assets, liabilities, owners' equity, etc. When deciding to buy a company, we should pay attention to the composition structure of company assets, equity allocation, asset guarantee, non-performing assets, etc.
First, among all assets, it is necessary to distinguish the specific proportion of current assets and fixed assets. In the capital contribution, how to make clear the proportion of monetary capital contribution to the total capital contribution, and whether the non-monetary assets have gone through the ownership transfer procedures also need to be made clear. Only by making clear the turnover ratio of the target company can we predict the future operating ability of the company well. Second, it is necessary to clarify the equity allocation of the target company. First of all, we must grasp the shareholding ratio of shareholders and whether there are preferred shares; Secondly, it is necessary to examine whether there are related shareholders.
Third, the assets with security restrictions will have an impact on the solvency of the company, so we should examine the secured assets and unsecured assets separately.
Fourth, we should focus on the company's non-performing assets, especially the depreciation of fixed assets, amortization of intangible assets and assets that are about to be scrapped and cannot be recovered.
At the same time, the company's liabilities and owners' equity are also issues that should be paid attention to when buying a company. In corporate liabilities, we should distinguish between short-term debts and long-term debts, and distinguish between offset debts and non-offset debts. The structure and proportion of assets and liabilities determine the owner's equity of a company.
Second, the financial accounting system
In fact, many companies do not have specialized accountants. At the end of the month, a part-time accountant was hired from outside to be an accountant. Some companies don't have a standardized and detailed accounting system at all, and the person in charge of the company handles the finance completely by himself. For these reasons, many companies have established internal account books and external account books. Therefore, when acquiring the target company, the acquirer needs to conduct a detailed investigation of the company's financial accounting system to prevent the target company from deliberately raising the company's value through multiple profits and objectively and reasonably evaluate the value of the target company.
When necessary, the acquirer can hire a special financial consultant to evaluate the value of the target company. However, if the acquisition amount itself is relatively small, you can hire a legal advisory unit that understands financial accounting to comprehensively guide the legal and financial problems encountered in the acquisition. The lawyers of this team have comprehensive legal and financial expertise and can provide you with professional services in legal and financial aspects.
Three. Tax risk
In Beijing, companies with a registered capital of less than 5 million will not always be the focus of tax authorities. So many small companies fail to pay taxes according to law. Therefore, if the acquirer acquires a company with a relatively small registered capital, it must pay special attention to the tax problems of the target company and find out whether the tax has been paid in full and on time. Otherwise, it may be investigated by the tax authorities, and the business license of the newly bought company may be revoked by the industrial and commercial bureau soon.