During the development process, the company may increase or decrease in registered capital due to various reasons. The so-called registered capital change is to increase or decrease the company's registered capital. If the company wants to expand its business scope and expand its business, it will consider increasing its registered capital, and when the company wants to expand its business, it will consider reducing its registered capital. So, how to handle the change of company registered capital? What materials are needed for the change process of capital reduction? The editor of Qidibao will take you to understand this in detail!
Regulations on Change of Company Registration Capital
1. If a company changes its registered capital, it shall submit a capital verification certificate issued by the capital verification institution established in accordance with the law.
2. The registered capital of a company after the reduction shall not be lower than the statutory minimum limit.
3. If a company changes its paid-in capital, it shall submit a capital verification certificate issued by the capital verification institution established in accordance with the law, and shall pay the capital contribution in accordance with the capital contribution time and method stated in the company's articles of association. The company shall apply for change registration within 30 days from the date of full payment of capital contribution or share capital.
4. If a company reduces its registered capital, it shall apply for change of registration 45 days from the date of announcement, and shall submit relevant certificates of the company's announcement of reducing registered capital and explanations of the company's debt repayment or debt guarantee in the newspaper.
5. If the company's statutory reserve fund is converted into registered capital, the capital verification certificate shall state that the retained reserve fund shall be no less than 25% of the company's registered capital before the increase.
6. The shareholders' meeting makes a resolution to increase or reduce capital, and makes corresponding amendments to the articles of association, which must be passed by shareholders representing more than 2/3 of the voting rights. At the same time, for capital reduction, the company's registered capital after capital reduction shall not be lower than the statutory minimum limit.
(1) The company must prepare a balance sheet and a property list.
(2) Notify creditors and make public announcements. The company shall notify creditors within 10 days from the date of making the capital reduction resolution and announce it at least three times in the newspaper within 30 days.
(3) Debt repayment or guarantee. Creditors have the right to request the company to repay the debt or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 90 days from the date of the first announcement if they have not received the notice.
(4) Complete the registration procedures for additional and reduction of funds. From the date of registration, the increase and decrease of funds will take effect.
7. If a company increases its registered capital, the shareholders of a limited liability company subscribe to the capital contribution of the new capital and the shareholders of the joint stock company subscribe to the new shares shall be implemented in accordance with the relevant provisions of the establishment of a limited liability company to pay the capital contribution and the establishment of a joint stock company to pay the share payment in accordance with the relevant provisions of the Company Law. If a joint-stock company increases its registered capital through the public issuance of new shares or a listed company through the public issuance of new shares, it shall also submit approval documents from the securities regulatory authority of the State Council.
The process for changing the registered capital of the company
1. Submit an application for change to the Industrial and Commercial Bureau;
2. Bank account opening (deposit the registered capital that needs to be increased in the company's basic account or from a newly opened general account, such as the bank requesting bank inquiry letter, cash payment form, balance statement and stamping the bank seal);
3. Capital verification report (to issue capital verification report in the accounting firm, provide bank inquiry letter, cash payment form, balance statement, old capital verification report, business license, articles of association amendment and shareholders' meeting resolution);
4. Receive the "Company Change Registration Application Form" (received by the Industrial and Commercial Bureau);
5. Change business License (fill in the company change form, stamp the official seal, organize the articles of association amendment, shareholders' meeting resolution, original original copy of the company's business license, and original original capital verification report to go to the certificate application hall of the Industrial and Commercial Bureau);
6. Change of organizational code certificate (fill in the company's code certificate change form, stamp the official seal, organize the company's change notice, copy of the business license, copy of the new corporate identity card, and original old code certificate to go to the Quality and Technical Supervision Bureau);
7. Change of tax registration certificate (get the tax change notice to go to the tax bureau);
8. Change of bank information (take the bank change notice to go to the basic account opening bank).
Materials required to change the company's registered capital
(1) The "Company Change Registration Application Form" signed by the legal representative (stamped with the official seal);
(2) "Enterprise (Company) Application for Registration Power of Attorney" (stamped with the official seal);
(3) A limited liability company submits a shareholders' meeting resolution (signed or stamped by the shareholders);
(4) The company's articles of association amendment;
(5) Capital verification report;
(6) If laws and administrative regulations stipulate that the company's registered capital change must be approved by the relevant departments, the approval document of the relevant departments shall be submitted;
(7) The original copy of the company's business license;
(8) Other materials required by the industrial and commercial department.
What are the information required to prepare for capital increase
(1) The "Company Change Registration Application Form" signed by the legal representative of the company (receive, the company stamps the official seal);
(2) The "Enterprise (Company) Application for Registration" (receive, the company stamps the official seal) should indicate the specific entrustment matters and the authority of the entrusted person;
(3) The limited liability company submits a resolution to the shareholders' meeting
(4) The company's articles of association amendment; If capital is contributed by physical, industrial property rights, non-patent technology and land use rights, clear provisions should be made in the articles of association on the transfer of physical, industrial property rights, non-patent technology and land use rights. The amendment to the articles of association of a limited liability company shall be stamped or signed by shareholders (natural person shareholders);
(5) Capital verification report;
(6) If laws and administrative regulations stipulate that a company must obtain approval from the relevant departments to change its registered capital, it shall submit the approval documents of the relevant departments.
(7) Original copy of the company's business license;
summary: The above content is divided into the four sections: the regulations on the change of company registered capital, the process of changing company registered capital, the materials required to change company registered capital, and the information required to increase capital. The relevant content of the four sections about how to handle the change of company registered capital and the process of reducing funds. I hope it can help you. If you want to know more, please follow us. For more services, please send your contact information to us
