Proportion of foreign investment in limited liability companies

Legal analysis: The current company law stipulates the minimum registered capital according to the business content of a limited liability company, which is RMB 500,000 for companies mainly engaged in production and operation and commodity wholesale, RMB 300,000 for companies mainly engaged in commercial retail, and RMB 654.38+million for companies engaged in scientific and technological development, consulting and service, and requires one-time payment. On the other hand, the revised draft reduces the minimum amount of registered capital of a limited liability company to 30,000 yuan, cancels the stipulation of distinguishing the minimum amount of registered capital according to the business content of the company, and allows it to be paid in two years, of which the investment company can pay it in five years. In terms of capital contribution, the current company law only stipulates that the company can make capital contribution in cash, in kind, industrial property rights, non-patented technology and land use rights, and the contribution ratio of intangible assets shall not be higher than 20% of the company's registered capital. The revised draft adds provisions allowing equity and other forms permitted by laws and administrative regulations to be used for capital contribution and increasing the proportion of intangible assets, stipulating that the monetary contribution shall not be less than 30% of the registered capital of the company. As for the proportion of the company's foreign investment, the current company law stipulates that the company's accumulated foreign investment shall not exceed 50% of its net assets. The revised draft will increase the company's accumulated investment in other limited liability companies and joint stock limited companies to "no more than 70% of the company's net assets." After the investment is completed, the capital increase made by the invested company with profit is not included in the capital increase. "

Legal basis: decision of NPC Standing Committee on amending the Company Law of People's Republic of China (PRC). The 6th meeting of the Standing Committee of the 13th NPC decided to make the following amendments to the Company Law of People's Republic of China (PRC): Article 142 is amended as: "A company may not buy shares of its own company. However, except for one of the following circumstances: "(1) reducing the registered capital of the company; "(2) Merger with other companies holding shares of the Company;" (3) Using shares for employee stock ownership plan or equity incentive; "(4) Shareholders require the company to purchase its shares because they disagree with the resolutions made by the shareholders' meeting on the merger or division of the company; "(5) Shares are used for the conversion of corporate bonds that can be converted into shares issued by listed companies;" (6) It is necessary for a listed company to safeguard its value and shareholders' rights and interests. "The company's acquisition of shares of the company under the circumstances specified in Items (1) and (2) of the preceding paragraph shall be decided by the shareholders' meeting; Where a company purchases its shares under the circumstances specified in Items (3), (5) and (6) of the preceding paragraph, it may make a resolution at a board meeting attended by more than two thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting. " After the company has purchased its shares in accordance with the provisions of the first paragraph of this article, it shall be cancelled within 10 days from the date of acquisition if it falls into the circumstances of item (1); In case of items (2) and (4), it shall be transferred or cancelled within six months; In case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total number of shares issued by the company, and it shall be transferred or cancelled within three years. "A listed company that purchases shares of the Company shall fulfill its information disclosure obligations in accordance with the provisions of the Securities Law of People's Republic of China (PRC). Where a listed company purchases its shares under the circumstances specified in items (3), (5) and (6) of the first paragraph of this article, it shall do so through open centralized trading. " A company may not accept its shares as the subject of pledge. "This decision shall come into force as of the date of promulgation. The Company Law of People's Republic of China (PRC) is revised and re-promulgated according to this decision.