1. Reducing registered capital A company's capital reduction refers to the act of reducing registered capital according to the company's capital surplus or serious losses and the actual business situation.
(1) Provisions on the conditions for the company to reduce its capital. The company's capital reduction, whether or not it leads to the surplus capital being lower than the legal standard, must comply with the legal provisions.
In order to effectively implement the principle of capital determination, ensure transaction safety and protect the interests of shareholders and creditors, capital reduction should be strictly controlled by law.
According to the principle of constant capital, the company's capital is not allowed to be reduced in principle.
Considering some specific circumstances, China's laws allow capital reduction, but certain conditions must be met.
From the actual situation, one of the following conditions should be met: ① The original company has too much capital and too much formal capital. If the capital remains unchanged, it will lead to idle and waste of capital in the company, which is not conducive to capital efficiency and increases the dividend burden.
(2) The company suffered serious losses, and the gap between the total capital and the actual assets was too large. The company's capital has lost its due legal significance to prove the company's credit status, and shareholders have not been rewarded for the company's losses for years.
(2) The company's capital reduction shall comply with legal procedures ① the resolution of the shareholders' meeting.
The contents of the resolution include: the registered capital of the company after capital reduction; B. arrangement of shareholders' interests and creditors' interests after capital reduction; C. matters related to the revision of the articles of association; D shareholder's capital contribution and its proportion change.
When making a resolution on capital reduction, the company shall pay attention to the fact that the registered capital of the company after capital reduction shall not be lower than the statutory minimum.
The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days.
Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of the first announcement if they have not received the notice.
(1) reduce the total investment, while changing the original investment ratio; (2) Reduce the capital contribution of each shareholder without changing the capital contribution ratio; (4) materials required for the company's capital reduction registration ① investor's application; (Original) ② Resolution of the board of directors of the enterprise; (subject to unanimous approval by the board of directors) (original) ③ Agreement of all shareholders on capital reduction (the sole proprietorship decides to reduce capital); (original) 2. Capital increase of the company: the act of increasing the registered capital of the company according to law in order to expand the business scale, broaden the business and improve the company's credit standing.
The company's capital increase can be divided into two situations: a, the company's passive capital increase-20% when the company is registered, and the remaining 80% of the registered capital is made up within two years after registration; Some projects need funds.
B. The enterprise voluntarily increases its capital-if the paid-in capital of the enterprise is consistent with the registered capital, the enterprise will increase its registered capital through capital increase.
(1) Company's capital increase process: ① Shareholders' proposed capital increase shall be transferred to shareholders' personal accounts according to the original capital contribution ratio; ② The company opens a temporary capital verification account; ③ The capital increase is transferred from the shareholders' personal account to the company's temporary capital verification account in the form of investment funds; (4) received relevant documents. The accounting firm issues a capital verification report ⑤ Transfer the capital increase from the company's temporary capital verification account to the company's enterprise basic account ⑤ Original change related documents ⑤ (tel: 0/kloc-0-52677288) (2) Related changes after capital increase: the following documents shall be submitted to the industrial and commercial department of the place of registration when applying for change: ① Application for company change registration signed by the company's legal representative ② Resolution of the shareholders' meeting on increasing the registered capital; ③ Amendment of Articles of Association or new Articles of Association ④ Capital verification report issued by a legally qualified capital verification institution and agreement on the pricing of high-tech achievements investment; ⑤ If the company adds new shareholders, it shall submit the legal person qualification certificate or natural person identity certificate of the new shareholders ;⑤The original and photocopy of the Company's Business License for Enterprise Legal Person; (4) Change of domicile: proof of domicile and lease must be submitted with a lease agreement with a term of more than one year (with a copy of the property right certificate); (5) Change of legal representative: copy of resolution of shareholders' meeting or resolution of board of directors or letter of appointment (wholly state-owned), identity card and temporary residence permit (referring to identity cards of other provinces and cities); (VI) Change of shareholders: it is necessary to resubmit the articles of association, resolutions of shareholders' meeting, resolutions of board of directors, investment agreement or equity transfer agreement, and a copy of the new shareholder's license (stamped with the seal of the issuing authority), and resubmit the capital verification report. Five, the laws and regulations require approval, the approval documents of the relevant state departments (refer to Baidu Library).