Does the registered capital of the company have to be actually paid?

Does the registered capital of the company have to be actually paid?

Under normal circumstances, the registered capital of an enterprise adopts a subscription system and does not need to be actually paid, but if it is not paid in full, it must bear legal responsibility. The company's registered capital does not need to be verified. According to the new "Company Law" on March 1, 2014 Officially implemented, the country will formally implement the reform of the registered capital registration system. After the company law is adjusted, the lower limit of registered capital will be canceled; that is to say, the minimum registered capital of 30,000 yuan can be registered with a minimum of 1 yuan. Not only will the lower limit be cancelled, but the paid-in system will also be reformed. for subscription.

The subscribed capital contribution refers to the statutory registered capital of the enterprise, and the registered capital is the registration fee payable by the enterprise according to the articles of association of the enterprise. The subscribed capital contribution is composed of two parts: the paid-in capital contribution and the payable capital contribution. Different understandings of the amount of capital contribution subscribed and actually paid, the time of capital contribution, and the method of capital contribution as registration items may cause great differences in the specific registration work.

 

1. There is no minimum requirement for the amount of registered capital, and there can be one person, one yuan, and one company. However, if other laws and regulations stipulate otherwise, the regulations shall prevail.

2. The registered capital needs to be specified in the business license and the articles of association of the company, but the paid-in share capital does not need to be specified. Based on the principle of commercial subject registration, the date of issuance of the business license is the date of establishment of the company. If the recorded items change, it is necessary to go through the change registration and change The increase or decrease of the company's registered capital shall also take effect from the time of change of registration.

3. There is no statutory requirement for the currency ratio in the registered capital.

4. Shareholders can agree with the company on the time limit for capital contribution. Limited liability companies and joint-stock companies established by means of initiation adopt the subscribed capital system, allowing shareholders and the company to agree on their own installments and batches of capital contribution. However, joint stock companies established by public offering adopt the statutory capital system, The registered capital is equal to the paid-in share capital, and it is not allowed to pay the capital contribution in installments and batches.

5. The statutory capital verification procedure is abolished for the establishment of the company by means of initiation, but the capital verification is allowed to be stipulated in the articles of association.

6. Abolish the annual inspection and replace it with an annual report.

 

What are the industries in which the registered capital must be paid in?

According to the current "Commercial Bank Law of the People's Republic of China", "Insurance Law of the People's Republic of China", "Regulations of the People's Republic of China on the Administration of Foreign-funded Banks" and other laws, administrative regulations and clear regulations of the State Council, there are still 27 types of industries that do not implement registered capital for the time being. Subscription registration system, but continue to implement the registered capital paid-in registration system.

Companies that implement paid-in capital contributions: joint stock companies established by way of public offering, commercial banks, foreign-funded banks, financial asset management companies, trust companies, finance companies, financial leasing companies, auto finance companies, consumer finance companies, currency brokerage companies, villages and towns bank,

Loan companies, rural credit cooperatives, rural mutual cooperatives, securities companies, futures companies, fund management companies, insurance companies, professional insurance agencies, insurance brokers, foreign insurance companies, direct selling companies, foreign labor service cooperation companies, financing Guarantee companies, labor dispatch companies, pawn shops, insurance asset management companies, small loan companies.

 

The difference between the registered capital subscription system and the paid-in system

The new company law implements the registered capital subscription system, that is, in addition to laws, administrative regulations and decisions of the State Council, there are other regulations on the company’s registered capital paid-in, which cancels the company’s shareholders (promoters). The capital contribution must be paid in full within the one-year period, the investment company must pay the capital contribution in full within the five-year period, and the shareholders of a one-person limited liability company should pay the capital contribution in full at one time. Instead, the company's shareholders (promoters) independently agree on the subscribed capital contribution, capital contribution method, and capital contribution period, etc., and record it in the company's articles of association.

The subscription system is different from the actual payment system. The actual payment system refers to the amount of registered capital on the business license of the enterprise, and the company's bank capital verification account must have a corresponding amount of funds. The actual payment system needs to occupy the funds of the enterprise, which to a certain extent inhibits the investment and entrepreneurship of the industry and reduces the operating efficiency of enterprise capital. The subscription system means that the industry and commerce department only registers the total registered capital that the company promises to subscribe, and does not need to register the paid-in capital, and no capital verification certificates are required. The subscription registration system does not need to occupy corporate funds, which can effectively improve capital operation efficiency and reduce corporate costs.