Article 1: The newly registered company shall pay its registered capital in full within five years
Article 47 of the new Company Law stipulates that the registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority.The amount of capital contribution subscribed by all shareholders shall be fully paid by shareholders within five years from the date of establishment of the Company in accordance with the provisions of the Articles of Association.Where laws, administrative regulations and the State Council decide otherwise on the paid in registered capital, the minimum amount of registered capital and the period of contribution of shareholders of a limited liability company, such provisions shall prevail.
Article 2: Whether the registered capital of companies registered before the new law should be paid in full
How to solve the problems of stock companies after the implementation of the new Company Law?
According to the provisions of Article 266 of the new Company Law, if the term of capital contribution of a company that has been registered and established before the implementation of this Law exceeds the time limit prescribed in this Law, it shall be gradually adjusted to within the time limit prescribed in this Law, unless otherwise prescribed by laws, administrative regulations or the State Council;If the time limit and amount of capital contribution are obviously abnormal, the company registration authority may require them to adjust them in a timely manner according to law.The specific implementation measures shall be formulated by the State Council.
2、 Impact
1) Increase operating costs and expenses
a. As the paid in capital needs to pay 2.5% of the stamp tax, the cost will increase, but not much;
b. It is also a cost to arrange the service provider to reduce the capital or handle it by itself;
c. The account company needs to open a bank account because the new company law:
Article 49 Shareholders shall pay their respective subscribed capital contributions as stipulated in the Articles of Association in full and on schedule.
Where a shareholder makes a capital contribution in currency, he shall deposit the full amount of the capital contribution in currency into the bank account opened by the limited liability company;Where a capital contribution is made in non monetary property, the transfer of its property rights shall be handled according to law.
2) Increase the workload of capital reduction
Capital reduction of account companies should be arranged.
Because the Company Law did not require paid in registered capital before, many account companies may be registered to meet the requirements of domestic companies such as Tmall or JD (if 500000 or 1000000 registered capital is required), and many account companies have filled in 1000000 registered capital as usual.
After the implementation of the new company law, if there is no Tmall or JD, that is, the platform requires registered capital stores (because Amazon has no registered capital requirements at present), it is recommended to arrange capital reduction within five years.
3) The biggest risk: [Crime of false capital contribution and capital withdrawal]
We suggest that you must reduce your capital. Amazon doesn't have too many requirements for account companies. For example, you can pay 10000 yuan or less of registered capital to spend slowly.
Don't be smart. The registered capital is 1 million yuan, and then transfer the current loan, because you can't explain clearly if you transfer it.
Because it was not necessary to pay in full before, this crime was rarely encountered, but now it has to be paid in full, and it is a crime that we accidentally ran into.
In fact, the overall legal environment pays more attention to compliance. It can't be as simple and rude as before, and do whatever you want. If you don't know anything about compliance and legal affairs during entrepreneurship, you will be sent to the prison.
In addition, there are two characteristics of the industry:
a. Because of avoiding the association of Amazon accounts, many accounts seek employees or friends to hold shares on behalf,
You need to transfer to the personal card of the employee or friend through the bank, and then the employee will transfer to the company for actual payment.
If the amount is large, it is easy to be monitored by the banking system, and it is also troublesome to synchronize data to the Golden Tax Phase IV,
Even the public to private transfer of bank accounts is troublesome,
For example, there are many account companies with a registered capital of 1 million yuan, which is very troublesome in practice. So as long as Amazon has no requirements for registered capital, it is strongly recommended to reduce the normal expenses after the paid in capital.
b. "4. Illegal activities are carried out by making use of false capital contribution and withdrawing the capital obtained from capital withdrawal.“
It is hard to say whether it is illegal to take away the registered capital and use it as Amazon because it needs to access the Internet scientifically.
Legal basis for criminal liability:
Criminal Law of the People's Republic of China
Article 159
The promoters and shareholders of the Company, in violation of the provisions of the Company Law, fail to deliver money, physical objects or transfer property rights, and make false capital contributions,
Or withdraws its capital contribution after the establishment of the company, which is huge in amount, with serious consequences or other serious circumstances,
They shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and shall also, or shall only, be fined not less than 2 percent but not more than 10 percent of the amount of false capital contributions or the amount of capital withdrawn.
Where a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge and the other persons who are directly responsible for the crime shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
A promoter or shareholder of a company who withdraws his capital contribution after the establishment of the company,
The company registration authority shall order correction and impose a fine of not less than 5% but not more than 15% of the amount of the capital withdrawn.
Withdrawal of registered capital means that the promoters and shareholders of a company withdraw or transfer their capital in disguised form after the establishment of the company in violation of the provisions of the Company Law.
According to the Company Law of China, false investment and withdrawal of registered capital will bear civil and administrative liabilities,
At the same time, the Criminal Law of our country also stipulates the crime of false reporting of registered capital, the crime of false contribution and the crime of withdrawing registered capital, and the perpetrator who violates the corresponding provisions of the Criminal Law will bear criminal responsibility
Case of false capital contribution and withdrawal of capital (Article 159 of the Criminal Law)
The promoters and shareholders of the company who, in violation of the provisions of the Company Law, fail to deliver money or material objects or transfer property rights, make false capital contributions, or withdraw their capital contributions after the establishment of the company, shall be prosecuted in any of the following cases:
1. The accumulated direct economic losses caused to the company, shareholders and creditors by making false capital contributions or withdrawing capital contributions are more than 100000 yuan to 500000 yuan;
2. Although the above amount standard is not met, one of the following circumstances occurs:
1 The company is insolvent or unable to operate normally;
2 The promoters and shareholders of the company conspire to make false capital contributions or withdraw capital contributions;
3 Those who have been subjected to administrative punishment for more than two times due to false capital contribution and capital withdrawal, and have also made false capital contribution and capital withdrawal;
4. Using false capital contribution or withdrawing the capital obtained from capital withdrawal to carry out illegal activities.
Please pay attention to the implementation of the above.
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