What are the ways for shareholders to withdraw their capital?
Under the existing company law system, shareholders can withdraw their capital contribution in two ways: one is equity transfer; Second, cancel the shares and reduce the registered capital.
If the former needs the consent of other shareholders and enjoys the preemptive right, it shall go through the relevant equity transfer procedures in the administrative department for industry and commerce and put it on record; The latter needs to convene a general meeting of shareholders, which is passed by shareholders representing more than two-thirds of the voting rights.
What problems should shareholders pay attention to when canceling shares and withdrawing shares?
Shareholders should pay attention to the following issues when canceling their shares for divestment:
1, how to verify the company's assets, and whether evaluation is required, because the authenticity of the company's own statements is generally not high;
2. The cancellation of a company may involve the change of another company, and corresponding procedures need to be handled;
3. Regarding the procedural problem of handling time, whether the company still has enough funds to repay shareholders, pay attention to avoid the situation that the company has no money to pay after quitting first, so that both ends will lose money.
Do shareholders have to pay taxes when they withdraw their capital contribution?
1. Individual shareholders shall pay individual income tax when transferring their shares.
The calculation formula of personal income tax payable for individual transfer of equity is:
Taxable amount of individual income tax = (income from equity transfer-principal (original value)-reasonable expenses) ×20%.
2. If an enterprise as a legal person withdraws its investment income, it shall pay enterprise income tax and stamp duty.
(1) notice of State Taxation Administration of The People's Republic of China city, People's Republic of China (PRC) on some tax issues concerning the implementation of the enterprise income tax law (Guo [2010] No.79) article 3 "if an enterprise transfers its equity income, it shall confirm the realization of the income when the transfer agreement comes into effect and the equity change procedures are handled. Income from equity transfer refers to the income from equity transfer after deducting the cost of acquiring equity. When calculating the income from equity transfer, an enterprise shall not deduct the amount distributable according to equity from the retained earnings of shareholders such as undistributed profits of the invested enterprise.
(2) According to the State Council OrderNo. 1 1 of the Provisional Regulations on Stamp Duty in People's Republic of China (PRC), the transfer documents of property rights include the transfer documents of property ownership and copyright, the exclusive right to use trademarks, patent rights and the right to use know-how, and the pledgee shall affix his seal according to the transfer documents of property rights. If the same voucher is signed by two or more parties, and each party holds one copy, each party shall affix a full seal on each voucher. According to Article 10 of the Notice of State Taxation Administration of The People's Republic of China on the Interpretation and Provisions on Certain Specific Issues of Stamp Duty (Guo Shui Fa [19 1]No. 155), the taxation scope of the transfer certificate of "property ownership" is: movable property, real estate ownership transfer certificate registered by the government management authority, enterprise equity transfer certificate, etc. According to the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Stamp Duty on Capital Account Books (Guo Shui Fa [1 994] No.25 and1), after the production and business operation units implement the "two regulations", the tax basis of stamp duty on account books for recording funds is changed to paid-in capital and total capital reserve; 2) If the total amount of "paid-in capital" and "capital reserve" is greater than the originally applied funds, the increased amount will be printed as subsidies.