At this time, there are mainly two problems involved. One is how many outstanding debts there are, and the other is how many unfunded funds there are.
When cancellation is executed, the company's creditor's rights and debts will be liquidated. If the final result is that the company is insolvent and the shareholders are in arrears in capital contribution, then the shareholders will be responsible for this part of the debt.
If at the time of company registration, the registered capital is 6,543,800,000+,the paid-in capital of shareholders is 2,000,000, and there are still 5,000,000 debts that cannot be repaid, then the amount that shareholders have not contributed is 8,000,000 >; The amount of debt is 5 million, which needs to be supplemented to pay off the debt. And if the registered capital at that time was 2 million, which has been paid in, then there is no need to make up the funds in the end.
Therefore, as shareholders, we should pay attention to two issues:
1. What is the registered capital? If the registered capital is too high, it can be paid in full after 30 years, but it is risky. In case of risk, shareholders will repay their debts within the limit of their capital contribution.
2. Whether your limited liability can be used. Although generally speaking, shareholders are responsible for the debts of the company, there are exceptions.
(1) If the property of shareholders is mixed with the assets of the company, and the regular public funds are used for private use, they shall be jointly and severally liable for the debts of the company.
(2) Shareholders who abuse "limited liability" and deliberately evade debts and seriously damage the interests of creditors shall also be jointly and severally liable for debts.
(3) If shareholders withdraw funds, etc.
Therefore, shareholders should be clear about their responsibilities and do what they can. At the same time, if the shareholder's equity is acquired through transfer, it is necessary to pay special attention to whether the subscribed registered capital has been paid in full and whether the payment period stipulated in the articles of association has passed. It is necessary to write the capital contribution obligations of new and old shareholders into the equity transfer agreement to avoid the defects of equity transfer.
The above accounting children's views are welcome to add comments.
According to the company law, the registered capital of a company is subscribed, that is, when an enterprise applies for a business license, it is no longer necessary to verify the capital. The size and subscription period of the registered capital are agreed by the shareholders themselves, but they need to be specified in the company's articles of association.
Subscription system, when the company is ready to cancel, the shareholders have not paid in full; How to deal with it needs to be determined according to the specific situation of the company. According to the provisions of the Company Law, the registered capital of the company adopts the subscription system, that is, it is only recognized for the time being; However, it is not that the registered capital of the company cannot be paid, but that the company needs to pay within the promised subscription period and bear the responsibility within the subscribed capital contribution.
When shareholders fail to pay the registered capital of the company in full, there are two solutions:
First, how much registered capital has been paid in and how much registered capital has not been paid in.
For example, to set up a company with a registered capital of 3 million and a subscription period of 20 years. At the beginning of the company's establishment, the registered capital was RMB 6,543,800+0,000 yuan, and the capital was not paid in full afterwards. For various reasons, the company decided to cancel. After the liquidation of the company, there is no need to make up the capital on the premise that the company has no foreign debts.
Second, how many registered capital shareholders have not paid and how many debts have not been paid. According to the Company Law, shareholders are liable to the extent of their subscribed capital contribution.
For example, to set up a company with a registered capital of 3 million and a subscription period of 20 years. At the beginning of the company's establishment, the registered capital was RMB 6,543,800+0,000 yuan, and the capital was not paid in full afterwards. For various reasons, the company decided to cancel. After liquidation, the company still has debts of RMB 6,543,800+0.5 million, so shareholders need to supplement the registered capital of RMB 6,543,800+0.5 million.
In short, when the company is ready to cancel, how to deal with the unpaid capital contribution of shareholders should be analyzed according to the specific situation, not only considering the unpaid capital contribution, but also considering whether the company has debts after liquidation.
I'm Rong Zhi, the chat manager. If you like my opinion, please continue to pay attention to more financial topics.
August 2020 12
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As we all know, when registering a company, the registered capital must be filled in, and an enterprise often has more than one investor and other partners, that is, shareholders. Generally speaking, shareholders should also contribute.
The cancellation of a company is essentially an inventory of the company's assets, liabilities and owners' equity. However, assets and owners' equity belong to the economic relationship within the company and among shareholders, and liabilities involve external relations and legal obligations. Therefore, the cancellation of the company should focus on the company's liabilities. Also, from the point of view of cancellation, all assets must be realized first, and the property of cash is convenient for paying off debts and distributing owners' rights and interests, and the taxes involved in realizing assets must be paid first.
Simply put, it is easy to understand that what the company can turn into cash is realized first, and then all debts are paid off.
Assuming that the shareholders did not pay in full when the company was cancelled, according to the company's articles of association, it is correct for the industrial and commercial department to ask them to pay their capital contribution, if they should pay before the cancellation, but this cannot be expanded or understood as "the company must pay in full when it is cancelled". Because although in the result, all shareholders have to pay their capital contribution, the fuse is not because the company wants to cancel, but because the shareholders of the company have violated the articles of association and failed to pay their capital contribution on time.
Theoretically, shareholders' capital contribution involves two responsibilities:
(1) Shareholders' agreed contribution responsibilities to the enterprise, that is, shareholders should pay their contributions on time according to the articles of association. From this point of view, if the company's articles of association do not stipulate that shareholders should contribute when they cancel, then shareholders have no obligation to contribute.
(2) Shareholders' statutory supplementary responsibilities to the enterprise, that is, based on the company's business activities, shareholders should bear the responsibility of insufficient capital contribution. This has a legal basis: according to Article 3 of China's Company Law, the shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contribution, and the shareholders of a joint stock limited company are liable to the company to the extent of their subscribed shares.
In other words, shareholders must pay off the remaining debts according to their legal obligations, with the unpaid registered capital as the upper limit! Shareholders are no longer liable for the unpaid registered capital that is insufficient to repay.
It can be seen that whether the company should pay its capital contribution in full at the time of cancellation has nothing to do with the cancellation of the company, but lies in the shareholders' capital contribution responsibility to the company and the company's external responsibility. Procedurally, after the company enters the cancellation procedure, it is unlikely that it will go through a process of "standard capital contribution", so in fact, the industrial and commercial departments are more likely to ask for supplementary capital contribution before the company is cancelled. This may be the problem encountered by this friend.
If the company goes bankrupt, there is no need to invest in the bankruptcy stage. It is an appropriate way to calculate the non-capital contribution and liability during liquidation, and creditors can demand repayment from relevant shareholders.
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The company is going to cancel. In the preparation stage, we should focus on cleaning up the company's creditor's rights and debts! In the stage of paying off debts, it may involve shareholders' insufficient capital contribution!
The essence of company cancellation is to check the company's assets, liabilities and owners' equity. However, assets and owners' equity belong to the economic relationship within the company and among shareholders, and liabilities involve external relations and legal obligations. Therefore, the cancellation of the company should focus on the company's liabilities.
In addition, from the perspective of asset attributes, all assets must be realized first. The property of cash is convenient for paying off debts and distributing owners' rights and interests! The tax involved in the realization of assets must be paid first!
Based on the above principles, we assume that when the company cancels, all assets have been realized, leaving only monetary funds, accounts payable, undistributed profits and paid-in capital in the balance sheet. There are several ways to deal with the cancellation of the company and the failure of shareholders to pay in full:
1. It is relatively simple that the debit balance of monetary funds is greater than or equal to the credit balance of accounts payable, and all debts "accounts payable" are paid off with the company's monetary funds. If there are surplus monetary funds, they shall be distributed to the shareholders of the company in accordance with the relevant provisions of the equity share or the articles of association. The company can go through the cancellation procedures normally! The capital contribution not paid in full by shareholders does not need to be handled!
Two. Monetary fund is less than accounts payable 1, (accounts payable-monetary fund) > unpaid registered capital.
Monetary fund is less than accounts payable, and (accounts payable-monetary fund) >; Outstanding registered capital. According to their legal obligations, shareholders shall be liable for the remaining debts with the unpaid registered capital as the upper limit! Shareholders are no longer liable for the unpaid registered capital that is insufficient to repay. The company went bankrupt!
2. (Accounts payable-monetary funds)