On December 29, 1993, the Company Law was passed, and 30 years later, on December 29, 2023, we ushered in the newly revised Company Law. There are a lot of contents in this amendment, and in my opinion, it can be regarded as a new company law, and there are three new amendments that impress me the most, all of which are related to small and medium-sized enterprisesIncluding the paid-in system of limited liability companies, the qualifications of legal representatives, and the horizontal legal personality denial system. Let's talk about them one by one.
Let's start with the most powerful article 47, which reads as follows.
The registered capital of a limited liability company is the amount of capital contribution subscribed by all shareholders registered with the company registration authority. The amount of capital contribution subscribed by all shareholders shall be paid in full by the shareholders within five years from the date of establishment of the company in accordance with the provisions of the articles of association.
After 2013, the registered capital of a limited liability company does not need to be paid-in, so we see that some unknown companies often declare their registered capital very high in order to bluffTens of millions, hundreds of millions are not a problem, and I even see billions or even tens of billions of yuan of registered capital in extreme casesAnd the annual revenue of these companies may only be a few hundred thousand yuan, and the profit is only tens of thousands of yuan.
The so-called "how bold a person is, how much registered capital he dares to report". Anyway, you don't need to actually pay, and it doesn't matter how high the report is, speaking of which, you can run a company with a registered capital of tens of millions or hundreds of millions, which is very face-saving. It doesn't matter if it's an Airbus, no one else knows about it anyway.
This can no longer be done after the passage of the new company lawIt is clearly stipulated that the amount of capital contribution subscribed by shareholders shall be paid in full within five years from the date of establishment of the company.
You can continue to declare hundreds of millions of registered capital, but you must put the money into the company's account within five years. Many small bosses have a working capital of only hundreds of thousands of yuan, let alone a capital contribution of hundreds of millions, and they can't make up millions of yuan. Once it is not completed in five years, sorry, the reduction may also be punished.
It is foreseeable that in the future, there will be fewer and fewer companies that falsely declare their registered capital. So will companies that were incorporated before the five-year paid-in clause come into effect be affected?This is how the Company Act concludes.
It shall be gradually adjusted to within the time limit specified in this Law", and "if the term and amount of capital contribution are obviously abnormal, the company registration authority may require it to adjust in a timely manner in accordance with the law".
To make it clear, there are two solutions。The first is to pay up the subscribed capital contributionIt may not be immediately required to be implemented in place, and a certain grace period will be given;The second is to adjust the amount of registered capitalIf the company is unable to pay the full amount within the grace period, the company registration authority may request a reduction in the registered capital, and the "large company" will be replaced by the "small company".
The resumption of the paid-in system will have a greater impact on small and medium-sized enterprises. To be honest, large companies are strong and do not need to make a fuss about the registered capital, even if there is no paid-in registered capital in the early stage, they have enough financial ability to pay in full. It's not the same for small companiesOriginally, it was to blask or meet the requirements of bidding and deliberately declare a higher registered capital, but this road will not work in the future.
In addition to the most controversial five-year paid-in clause, Article 10 of the new law clearly stipulates the qualifications of legal representativesIt can only be a director or manager who performs corporate affairs on behalf of the company.
In order to avoid trouble, the executives of many enterprises are reluctant to serve as legal representatives, and let ordinary employees serve as employees, and increase their salaries by a few hundred yuan every month. There are even more disgusting things, without discussing with the employees, they directly take their ID cards to the industrial and commercial bureau to change the legal representative, and the employees do not know that they represent the company, and they do not know until the company owes debts and is not restricted from high consumption.
With great power comes great obligationThe legal representative of the company should be a person who has a certain decision-making power and voice in the companyThe law clearly stipulates that the executive director or manager should serve as a loophole in practice.
Article 23 is not mentioned much, but I think it is one of the key provisions of the new company law, and it has a great impact on the "old lai".
The law provides,"Where a shareholder uses two or more companies under his control to carry out the acts provided for in the preceding paragraph, each company shall be jointly and severally liable for the debts of either company. ”
The essence of this provision is a horizontal system of denial of corporate personality. Before, we only hadVertical system of denial of corporate personalityThe debts of the company are irrelevant to the shareholders, but the shareholders do things that harm the interests of the company, such as using the company's money for personal consumption or transferring personal debts to the company, then the independent personality is broken, and the shareholders need to repay the company's debts with their personal property.
The horizontal legal personality denial system breaks the separation of assets and debts between different companiesThis may not be easy to understand, so I'll give you an example.
Suppose that Zhang San has two companies under his name, namely Company A and Company B, both of which are actually controlled by him.
In order to maximize benefitsand circumvent the denial of vertical legal personalityZhang San asked Company A to provide accounting services for Company B and charge fees far beyond the market, and at the same time borrowed money in the name of Company B or did not pay the money owed to the merchant, and applied for bankruptcy protection against Company B after hollowing out Company B and "fattening" Company A.
Although Company A and Company B were both controlled by Zhang San, they both had independent legal personality, and their assets and debts were independent of each other, and Zhang San made a large amount of profits through Company A and left all debts to the bankrupt Company B. After the implementation of the new law, it is no longer possible to play like this, the horizontal independence of legal personality is broken, and the creditor can demand that company A repay the money for company B.
The above three points are the most important changes in the new company law. Finally, let's talk about whether small and medium-sized enterprises will usher in the "end times".
The change of the subscription system to the paid-in system will inevitably affect the companies that are ready to be registered and the companies that have already registered, as mentioned above, large enterprises will not be greatly affected because of the need to pay in, and small and medium-sized companies are different. There are currently more than 48 million companies in China, 99% of which belong to small and medium-sized enterprisesTherefore, the scope of the change in the system is very large.
However, I don't think SMEs will have an "end times". Because the law does not stipulate that a company that cannot pay off the subscribed capital contribution within five years must be deregistered, the amount of registered capital can be reduced, which is consistent with the company's strength.
What kind of company can you start if you can't even take out 100,000 yuan of funds?This kind of leather bag company should have left the market, the original purpose of existence is not pure, often related to illegal crimes, not to give them room to live is a good thing.
The registered capital should be the most intuitive data for people to understand the strength of the company, and it is on the business license, and the public channels can be queried, and there is no need to check the accounts and check the business. There used to be a good aspect to the subscription system, but it is gradually being played bad by braggartsThe change to the five-year paid-in system has stopped the unhealthy trend, and at the same time avoided the wrong judgment of the authenticity and effectiveness of investment, and reduced the probability of creditor's rights and equity disputes.
The above is purely a personal point of view, welcome to follow, like, your support is the best encouragement to the original!
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