The newly revised "Company Law" was reviewed and passed, and will be officially implemented on July 1, let's take a look at the ten key points of change! Hot discussions, key analysis, legal protection, professional support, life and work do not step on the pit.
Hot discussion
The new Company Law is about to come into effect
Recently, the Standing Committee of the National People's Congress deliberated and approved the revised oneNew Companies Law, the new rules will be in the futureJuly 1, 2024Officially implemented!
The new "Company Law" has a total of 15 chapters, deleting 16 articles in the 2018 "Company Law", adding and amending 228 articles, of which 112 articles have been substantially modifiedMake a big impact
Legal protection said
The company is the most important market entity, and the company law is the basic law of the socialist market economic system. The revision of the Company Law and the addition of many new systems are of great significance for facilitating corporate investment and financing and optimizing governanceTop 10 points of change
1. The registered capital has been paid in for 5 years
Article 47: The registered capital of a limited liability company shall be 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 determined by the shareholders in accordance with the provisions of the articles of associationFully paid within five years from the date of incorporation of the company.
Article 266: Before the implementation of this LawRegistered companiesIf the term of capital contribution exceeds the period specified in this Law, unless otherwise provided by laws, administrative regulations or ***, it shallAdjust graduallywithin the time limit specified in this Law; 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. The specific implementation measures shall be provided by ***.
2. Contribution of non-monetary assets
Article 48: Shareholders may useMonetary contributionsIt can also be valued in monetary terms and may be transferred in accordance with law, such as physical objects, intellectual property rights, land use rights, equity, creditor's rights, etcNon-monetary propertycapital contribution; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.
3. The maturity of the subscribed capital contribution is accelerated
Article 54: If the company is unable to pay off the debts due, the company or the creditors of the debts that have become dueThe right to demandShareholders who have subscribed for capital contribution but have not yet expired the capital contribution periodPay your capital contribution in advance
Fourth, the new shareholder loss system
Article 52: ShareholdersNot followedThe payment of capital contributions on the date specified in the articles of association of the company shall be issued by the company in accordance with the provisions of the first paragraph of the preceding articleWritten remindersWhere the capital contribution is called, the grace period for the payment of the capital contribution may be specified; The grace period shall not be less than 60 days from the date on which the company issues the reminder.
If the grace period expires and the shareholder still fails to fulfill the obligation of capital contribution, the company may make a decision to the shareholder by the board of directorsGiving notice of loss of rightsThe notice shall be given in writing. From the date of issuance of the notice, the shareholder loses his equity in the unpaid capital contribution.
Equity lost in accordance with the provisions of the preceding paragraph shallAssignment by law, or reduce the registered capital and cancel the equity accordingly; Not within six monthsIn the event of transfer or cancellation, the other shareholders of the company shall pay the corresponding capital contribution in full according to the proportion of their capital contributions. If a shareholder has any objection to the loss of rights, he or she shall file a lawsuit with the people's court within 30 days from the date of receipt of the notice of loss of rights.
5. Clarify the system for recovering the fault of the legal representative
Article 11: The legal representative is responsible for the performance of his dutiesCausing harm to othersThe company shall bear civil liability. After the company bears civil liability, it may be in accordance with the provisions of the law or the articles of associationRecover from the legal representative who is at fault.
6. Capital reserve can make up for losses
Article 214: To make up for the company's losses, the provident fund and the statutory reserve fund shall be used first; Still can't make up for it,Can be used as prescribedCapital Reserve
7. Shareholders can consult accounting documents
Article 57: Shareholders may request to inspect the company's accounting books and accounting vouchers. Where shareholders request to inspect the company's accounting books and accounting vouchers, they shallMake a written request to the Companyto state the purpose. The company has a reasonable basis to believe that the shareholders have an improper purpose in inspecting the accounting books and accounting vouchers, which may harm the legitimate interests of the companyAccess may be refusedand shall commence from the date of the written request made by the shareholderWritten reply within 15 daysshareholders and give reasons. If the company refuses to provide inspection, the shareholder may file a lawsuit with the people's court.
8. Adjustment of the functions and powers of the board of directors
Article 67:The Board of Directors shall exercise the following functions and powers:
(a).Convene a meeting of the shareholders' meeting and report to the shareholders' meeting;
(b).Implement the resolutions of the shareholders' meeting;
(c).Decide on the company's business plan and investment plan;
(iv).Formulate the company's profit distribution plan and loss recovery plan;
(5).Formulate plans for increasing or decreasing the company's registered capital and issuing corporate bonds;
(f).Formulating plans for merger, division, dissolution or change of corporate form;
(vii).Decide on the establishment of the company's internal management organization;
(viii).Decide on the appointment or dismissal of the company's managers and their remuneration, and decide on the appointment or dismissal of the company's deputy managers, financial directors and their remuneration based on the nomination of the manager;
(ix).Formulate the company's basic management system;
(x).Other functions and powers stipulated in the articles of association or granted by the general meeting of shareholders.
9. The establishment of a one-person joint-stock company is permitted
Article 92: The establishment of shares shall haveMore than one person and less than 200 peopleFor the initiators, more than half of the initiators shall have a domicile within the territory of the People's Republic of China.
10. New changes in equity transfer
Article 84: The shareholders of a limited liability company may transfer all or part of their equity to each other. Where a shareholder transfers equity to a person other than a shareholder, the equity shall be transferredQuantity, payment method, and termand other matters shall be notified in writing to other shareholders, and other shareholders shall have the right of first refusal under the same conditions. Shareholders from the date of receipt of written noticeWithin thirty daysIf there is no reply, it shall be deemed to have waived the right of first refusal.
More than two shareholdersIf the right of first refusal is exercised, the respective purchase ratio shall be determined through negotiation; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer. Where the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.
Article 88: Transfer of ShareholdersIf the equity has subscribed for the capital contribution but has not expired, the transferee shall bear the obligation to pay the capital contribution；If the transferee fails to pay the capital contribution in full on time, the transferor shall make the capital contribution to the transferee on timeAssume supplementary liability
Shareholders who fail to pay their capital contributions on the date of capital contribution stipulated in the articles of association of the company or whose actual value as non-monetary property is significantly lower than the amount of capital contribution subscribed for transfer of equityThe assignor and the transferee shall be jointly and severally liable to the extent of insufficient capital contribution; If the assignee does not know and should not have known of the existence of the above-mentioned circumstances, the assignor shall be liable.
More questions canConsult Shangrao Fa Duoxing (Shouxin Guolu)** legal affairsto learn more about legal information and effectively prevent legal risks.