The day before the New Year's Day holiday, the new "Company Law" was passed. At the beginning of 2024, many "bosses" will be hammered.
There are three main changes to the new company law:
1. The "subscription system" becomes the "actual payment system": a heavy blow to false prosperity
In the previous "Company Law", in order to encourage entrepreneurship, the registered capital subscription system was implemented, and the shareholders negotiated a long period of time and made up the registered capital. This is in fact a zero-payment system.
The new Company Law requires that a limited liability company must be paid in place within 5 years, and a joint-stock company is completely a "paid-in system".
Everyone is very disgusted with shell companies and ** companies, but we need to pay attention to one point, the reason why ** company has become ** has little to do with the subscription and actual payment of registered capital.
* When the company deceives everyone, it is to say that its shareholders are the best listed companies, how strong its strength is, how hard its relationship with ZF is, I don't believe you look at the group photo and so on;It is rare to say how much the company's registered capital is, after all, everyone knows that this does not need to be paid.
* Company fraud may involve financing, investment, business payments and so on, so to prevent the company, it is necessary to strengthen the crackdown on document fraud, business fraud and other fraudulent behaviors.
Simply changing the registered capital from the subscription system to the paid-in system does not have much impact on the company. After all, the term "leather bag company" prevailed in the era of the paid-in system, not the era of the subscription system.
What is the impact of this change?Starting in 2024, small and micro enterprises will be deregistered on a large scale.
After years of tossing, a considerable number of small and micro enterprises have actually "died", but they will encounter a lot of difficulties when they go to cancel off.
Now, the registered capital is about to be paid, which is a lot of money, the company has no business, even if it is troublesome, it will be determined to cancel the enterprise.
Who are the people who are being hammered?One is a first-class bookkeeping company, and the other is a department with a good face.
In order to promote their own business environment, many places are boasting about the private enterprises in their jurisdictions, and even set goals, such as 5 years and 10 years, the proportion of private enterprises should reach more than 50% and so on.
This department can't slap itself in the face, what if it can't achieve the goal?Stop updating the data on the added value of private enterprises, and then replace it with the number of private enterprises, and finally announce that the target has been achieved.
In the past, the procedures for registering an enterprise were very simple, and they could all be completed in one trip, but it was difficult to cancel the enterprise, and as a result, the number of small and micro enterprises increased every year, and it seemed to be booming.
Therefore, many people like to talk about the number of small and micro enterprises.
Now that the company law has changed, everyone is very cautious when registering a company, and will not register a company without incident;When deregistering the company, it will also be very resolute, and no matter how difficult it is, it will be deregistered.
There is no doubt that starting in 2024, a large number of small and micro enterprises will be written off, which will directly give a hammer to the good-looking departments and crush the false prosperity.
2. Shareholders paid in advance: hit zombie enterprises hard
The new company law stipulates that if the company owes debts, creditors have the right to require shareholders to pay up the registered capital.
What does this mean implicitly?After the shareholders make up the registered capital, the company can file for bankruptcy.
In the previous company law, it was difficult to go bankrupt, and it was necessary to prove that the company had no money to repay its debts, and it was also necessary to prove that the company was insolvent, which led to different standards for many local courts to determine bankruptcy.
This has actually led to the fact that many companies have actually gone bankrupt, but the bankruptcy application will not be approved, so there are many zombie companies.
Many shareholders are also jointly and severally liable, and they should have made up the company's registered capital, and the company's bankruptcy has nothing to do with themselves, which is also the greatest innovation of the "company system".
But now, the company cannot go bankrupt, and in the case of multiple creditors, the shareholders are effectively liable unlimitedly. From the perspective of shareholders, even if I make up the registered capital of the company, I will still bear the debts of other companies, so I will definitely not contribute to make up the registered capital.
In this way, there is a bug, the creditor does not get the money, and the shareholder does not get rid of unlimited joint and several liability.
The new company law can allow creditors to get a share of the money, and at the same time free shareholders from unlimited joint and several liability.
3. Horizontal penetration of shareholders and corporate legal persons: heavy blows to the old lai
Seeing that shareholders are getting rid of unlimited joint and several liability, do you have some little ninety-nine in your heart and move some crooked thoughts?
Yes, many "experts" at present specialize in doing crooked ways for some business owners, such as "family companies", "firewall companies", and so on.
The existence of these companies is to use the company law to specifically harm small businessmen, small customers, and vulnerable groups. This is true even for so-called tax savings, etc.
Now the legal basis is provided:
Article 23 Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of the shareholders to evade debts and seriously damage the interests of the company's creditors, he shall be jointly and severally liable for the company's debts.
In fact, in previous judicial practice, such judgments have been made, but this time they are expressly stipulated and of a different nature.
In the future, if you are a major shareholder, you control several companies, and your personnel, finance, and business are all intertwined, and you are determined to screw up one of the companies, cheat and deceive, and then transfer all the money to your own other enterprises, which will not work.
The court can directly enforce your other company to compensate the creditors of that company.
This is undoubtedly a hammer for those who take advantage of the loopholes in the rules and are determined to be old fools.
Generally speaking, the new company law is stricter, which will objectively inhibit business vitality, but the general idea is still clear: risk prevention. In particular, debt risk.
At the same time, hammer false prosperity, hammer zombie enterprises, hammer old guys.