1. Shareholders of a limited liability company may pay the total registered capital stipulated in the articles of association by installments, but they must meet three conditions:
First, the initial investment shall not be less than 20% of the total registered capital;
Second, the initial investment shall not be less than the statutory minimum registered capital of RMB 30,000;
Third, the rest of the capital contribution shall be paid within seven or three years from the date of establishment of the company, but the investment company may pay it in five years.
2. Minimum registered capital: 30,000 yuan. At the same time, we should pay attention to the provisions of other laws and regulations on the minimum registered capital of a company, such as the Commercial Bank Law, the Securities Law and the Auction Law.
3. Mode and proportion of capital contribution: except for the property that cannot be used as capital contribution according to laws and regulations, the mode of capital contribution of shareholders can be property and rights such as currency, physical objects, intellectual property rights and land use rights; Among them, the monetary contribution shall not be less than 30% of the registered capital.
4. Contribution procedure: monetary contribution is deposited into the company account; Monetary contribution: appraisal, property verification, property transfer formalities, capital verification and certification, and company registration application.
5. Responsibility:
If a shareholder fails to pay the subscribed capital contribution in full and on time, he shall be liable for breach of contract to other shareholders in addition to paying it in full;
If the actual amount of non-monetary capital contribution is obviously lower than the amount stipulated in the articles of association, the shareholders shall make up the difference first, and other shareholders shall bear joint and several liabilities when the company is established. However, the newly added shareholders after the establishment of the company do not assume this responsibility.
6. The form of capital contribution is the capital contribution certificate, which is a compulsory certificate.
7. After the establishment of the company, shareholders may not withdraw their capital contribution.
General procedures for establishing a limited liability company:
1, initiated by the sponsor. A limited liability company can only be established by the promoters. The sponsors should first analyze the feasibility of establishing a limited liability company and determine the intention of establishing a company. When there are several promoters, an agreement of promoters shall be signed or a resolution of the promoters' meeting shall be made. An agreement or resolution is a written document that stipulates the rights and obligations of the promoters in the process of company establishment.
2. Draft articles of association. The articles of association mainly regulate the behavior of all parties after the establishment of the company, which is different from the sponsor agreement. The articles of association must be drafted in strict accordance with the provisions of laws and regulations. Most foreign company laws require the articles of association of limited liability companies to be notarized, but there is no such provision in China. However, according to the law of our country, the articles of association of the company must be adopted by all shareholders, signed and sealed, and submitted to the registration authority for approval before it can take effect.
3. Necessary administrative examination and approval. Not all limited liability companies have to go through administrative examination and approval. In most cases, as long as it does not involve the special requirements of laws and regulations, it can be registered directly. Paragraph 2 of Article 8 of China's Company Law stipulates: "If the establishment of a company requires approval according to laws and administrative regulations, it shall go through the examination and approval procedures according to law before the company is registered." For example, the establishment of a limited liability company engaged in securities business shall be approved by the relevant securities authorities in advance. Without approval, you may not apply for registration.
4. contribution. When signing the agreement or articles of association of the promoters, the promoters shall subscribe for the capital contribution. If the preparatory work is smooth and the examination and approval procedures have been completed, the obligation of capital contribution should be actually fulfilled.
Where the promoters make capital contributions in cash, they shall deposit the capital contributions in full into the temporary account opened by the limited liability company in the bank; If the investment is made in kind, industrial property rights, non-patented technology or land use rights, the transfer procedures of its property rights shall be handled according to law.
5. Capital verification. After the promoters (shareholders after the establishment of the company) have all contributed capital, they must be verified by a statutory capital verification institution and issue a certificate.
6. Apply for registration of establishment. After all the capital contributions of the promoters have been verified by the statutory capital verification agency, the representatives designated by all promoters or their entrusted agents shall apply to the company registration authority for registration of establishment, and submit the company registration application, articles of association, capital verification certificate and other documents. Where laws and administrative regulations require the approval of relevant departments, the approval documents shall be submitted when applying for establishment registration.
To sum up, with the continuous improvement of China's economic level, more and more enterprises will be established, so they need to pay a certain amount of registered capital after establishment, and at the same time they need to abide by laws and regulations in the process of registration and operation. When there are violations, not only the enterprise will be punished, but also the person in charge of the unit will be punished accordingly.
Legal basis:
Company Law of the People's Republic of China
Article 26
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority.
Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.