Provisions on the Administration of Registration of Registered Capital of Companies
Article 1 In order to standardize the management of registered capital of companies, these Provisions are formulated in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law), the Regulations of the People's Republic of China on the Administration of Company Registration (hereinafter referred to as the Regulations on the Administration of Company Registration) and other relevant provisions.
Article 2 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority according to law. Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all promoters registered in the company registration authority according to law. Where a joint stock limited company is established by offering, the registered capital shall be the total paid-in share capital registered with the company registration authority according to law. Where laws, administrative regulations and the State Council decisions stipulate that the registered capital of a company is paid-in capital, the registered capital shall be the capital contribution of shareholders or promoters or the total paid-in share capital.
Article 3 The company registration authority shall register the registered capital of the company in accordance with laws, administrative regulations and relevant provisions of the state, and register those that meet the requirements; Those who do not meet the requirements will not be registered.
Article 4 The amount of registered capital of a company, the time and method of capital contribution by shareholders or promoters shall comply with the relevant provisions of laws and administrative regulations. Article 5 Shareholders or promoters may make capital contributions in currency, or they may make capital contributions in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law. Shareholders or promoters shall not make capital contributions at a fixed price in the form of labor service, credit, natural person's name, goodwill, franchise or secured property.
Article 6 Shareholders or promoters may contribute their capital with the equity of a company established within the territory of China (hereinafter referred to as the company where the equity is located). Where the capital contribution is made by equity, the equity shall have clear ownership and complete power, and may be transferred according to law. The equity under the following circumstances shall not be used as capital contribution: (1) It has been pledged; (two) the articles of association of the company where the equity is located stipulates that it may not be transferred; (3) Laws, administrative regulations or the State Council decisions stipulate that the shareholders of the company where the equity is located should be reported to the company for approval, not approval; (four) laws, administrative regulations or other circumstances in which the State Council decides to prohibit the transfer.
Article 7 Creditors may convert their legally entitled creditor's rights to a company established in China into company equity. The creditor's rights converted into the company's equity shall meet one of the following circumstances: (1) The creditor has fulfilled the contractual obligations corresponding to the creditor's rights and does not violate the prohibitive provisions of laws, administrative regulations, the State Council decisions or the company's articles of association; (2) Confirmed by the effective judgment of the people's court or arbitration institution; (3) During the bankruptcy reorganization or settlement of the company, it shall be included in the reorganization plan approved by the people's court or the settlement agreement approved by the ruling. Where there are more than two creditors when the creditor's rights are transferred to the company's equity, the creditors shall divide the creditor's rights. Where the creditor's rights are converted into the company's equity, the company shall increase its registered capital.
Article 8 Shareholders or promoters shall make capital contributions in their own names.
Article 9 The registered capital of a company shall be stipulated in the articles of association, and the registration authority shall handle the registration in accordance with the provisions of the articles of association. The registered capital of a joint stock limited company established by offering shall be verified by an experienced institution. Where the registered capital of a company changes, it shall amend its articles of association and apply to the company registration authority for registration of change according to law.
Article 10 Where a company increases its registered capital, the shareholders of a limited liability company shall subscribe for the new capital, and the shareholders of a joint stock limited company shall subscribe for new shares in accordance with the relevant provisions of the Company Law on the establishment and full payment of shares of a limited liability company. Where a joint stock limited company increases its registered capital through public offering of new shares or a listed company increases its registered capital through non-public offering of new shares, it shall also submit the approval documents of the the State Council Securities Regulatory Authority.
Article 11 A company that reduces its registered capital shall comply with the procedures stipulated in the Company Law. Where laws, administrative regulations and the State Council decisions stipulate that the registered capital of a company has a minimum amount, the reduced registered capital shall not be lower than the minimum amount.
Article 12 Where a limited liability company purchases the equity of shareholders in accordance with the provisions of Article 74 of the Company Law, it shall apply for the change registration of reducing its registered capital according to law.
Article 13 When a limited liability company is changed into a joint stock limited company, the total amount of capitalization shall not be higher than the company's net assets. When a limited liability company is changed into a joint stock limited company, the public offering of shares for the purpose of increasing capital shall be handled according to law.
Article 14 The amount of capital contribution by shareholders or the shares subscribed by promoters, the time and method of capital contribution shall be stipulated in the articles of association. In case of change, the Articles of Association shall be amended, and an application shall be filed with the company registration authority according to law for the Articles of Association or amendments to the Articles of Association.
Article 15 Where a company that has paid its registered capital in accordance with laws, administrative regulations and the State Council has made a false report on its registered capital and obtained company registration, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 16 Where laws, administrative regulations and the State Council decisions stipulate that the registered capital of a company is paid in, and shareholders or promoters make false contributions, but fail to deliver monetary or non-monetary property contributions, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 17 Where laws, administrative regulations and the State Council decisions stipulate that the registered capital of a company is paid-in capital, and the shareholders or promoters of the company withdraw their investment after the establishment of the company, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 18 Where the registered capital of a company changes and the change registration is not handled according to the provisions, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 19 If a capital verification institution or an asset appraisal institution issues false certification documents, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 20 If the articles of association of the company are not filed as required, the company registration authority shall handle it in accordance with the relevant provisions of the Regulations on the Administration of Company Registration.
Article 21 If the cancellation of the company's change registration involves the change of the company's registered capital, the company registration authority shall restore the registration status before the company's registration and make an announcement. If the contents involved in the change are not registered items, the company shall publicize them through the enterprise credit information publicity system.
Article 22 These Provisions shall apply to the registration and management of registered capital of foreign-invested companies, unless otherwise provided by law.
Article 23 These Provisions shall come into force on March 1 day, 2065. Provisions on the Registration of Registered Capital of Companies promulgated by the State Administration for Industry and Commerce on February 27th, 2005, Measures for the Registration of Equity Contribution promulgated by the State Administration for Industry and Commerce on June 27th, 2009, and 2011.
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