First, the reform of the front end of the capital system: capital formation
1. Limited-term subscription system: the rational return of the capital system (Article 47).
Extreme cases of abuse of registered capital: more than 7,000 years in business; The registered capital is 800 billion euros.
Equity transfer disputes, difficulties in the division of responsibilities, payment deadlines.
2. Authorized capital system: issuance authorization and financing facilities (Article 152 and Article 153).
The difference from the previous company law: 2 years, minimum registered capital, capital verification, property contribution ratio of 30%, and down payment ratio of 20%.
3. New class stocks: to meet the needs of diversification (144 articles).
4. New non-par shares: facilitation of capital operation (Article 142).
5. Expansion of the form of capital contribution: the problems associated with equity and debt capital contribution (Article 48).
6. Directors, supervisors and senior executives maintain capital adequacy obligations: collection obligations (Article 51), withdrawal of capital contributions (Article 53), illegal capital reduction (Article 226), unpaid profit distribution (Article 211), and illegal financial assistance (Article 163).
Second, the mid-end reform of the capital system: capital flows
1. **Reform of equity transfer model: systematic impact on equity transfer disputes (Article 84).
Delete the right to consent rule and keep the priority rule.
A large country with equity holdings:
2. Equity changes and shareholder registers: non-litigation and litigation articles for equity changes).
3. Legal liability for defective equity transfer: amount and priority (Article 88).
4. A new system of reminding loss of rights: conditions, procedures, consequences, and remedies (Article 51).
5. Added accelerated expiration system: conditions and consequences (54 articles).
Third, the back-end reform of the capital system: capital allocation
1. Profit distribution: statutory period (Article 212); Illegal distribution of shareholders, directors, supervisors and senior management liabilities (Article 211).
2. Capital reduction rules: capital reduction in the same proportion (224 articles); Simple capital reduction (Article 225); Consequences of illegal capital reduction (Article 226).
3. Share repurchase: increase the right of shareholders to object to repurchase of non-public joint-stock companies (Article 161).
4. Withdrawal of capital contributions: increase legal liability (Article 53).
5. Newly added prohibition of financial assistance: based on capital maintenance and protection of the company's interests (Article 163).
6. VAM and share redemption: compatibility space under class shares (Article 144).
7. Reform of the company's liquidation system: liquidation obligor (Article 232).
It has been revised from the "full subscription system" to the "limited subscription system".
Article 47 of the Company Law of 2023:
The registered capital 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 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。Where laws, administrative regulations and decisions have other provisions on the paid-in registered capital, the minimum amount of registered capital, and the period of capital contribution by shareholders, such provisions shall prevail.
The deadline subscription system is also applicable to the capital increase
The core of the time-limited subscription system is still the subscription system, not the actual payment system!
The subscription period is different; Minimum registered capital; capital verification requirements; restrictions on the form of capital contribution; The proportion of the initial investment has been flexibly revised with autonomy of will.
Article 266 of the Company Law of 2023: This Law shall come into force on July 1, 2024.
If a company that has been registered and established before the implementation of this Law has a capital contribution period exceeding the period specified in this Law, unless otherwise provided by laws, administrative regulations or other lawsshall be gradually adjusted to within the time limit provided for in this Law; If the term of capital contribution is obviously abnormal, the company registration authority may require it to adjust it in a timely manner in accordance with the law. The specific implementation measures shall be provided by ***.
It can be divided into three types of companies and treated differently:
1. For companies with obvious abnormalities in the term and amount of capital contribution, they shall be adjusted in accordance with the law;
2. Companies incorporated after July 1, 2024: implemented in accordance with the new law;
3. Companies established before July 1, 2024: gradual adjustment within the period specified in this Law;
Section 52 of the Companies Act 2023:
If the shareholder fails to pay the capital contribution on the date of capital contribution stipulated in the articles of association, the company may issue a written reminder to call for the capital contribution, but it is requiredIndicate the grace period for the payment of capital contributionsThe grace period shall not be less than 60 days, and if the grace period expires, the shareholder has not fulfilled the obligation to make capital contributionsResolved by the Board of DirectorsA notice of loss of rights may be given to the shareholder in writingThe date on which the notice was sentThe shareholder loses its unpaid equity contributions.
The shareholder's lost equity shouldTransfer or reduce the registered capital and cancel the equity in accordance with the lawIf it is not transferred or cancelled within six months, the other shareholders of the company shall pay the corresponding capital contribution in full according to the proportion of capital contribution.
If a shareholder has any objection to the loss of rights, it shall take the date of receipt of the notice of loss of rightswithin 30 daysand file a lawsuit with the people's court.
Section 54 of the Companies Act 2023:
The company is unable to pay off its debts as they fall dueA company or a creditor of a maturing claimIt has the right to require shareholders who have subscribed for capital contributions but have not yet reached the deadline for capital contributions to pay their capital contributions in advance.
Three key points of interpretation.
Stopping a payment instead of paying cannot be standard
Binary Subject: Company or Creditor
Warehousing rules: The capital contribution is paid to the company first, and then the company repays the debt
Section 88 of the Companies Act 2023.
Equity transfer of equity that has been subscribed for capital contribution but has not yet defined the capital contribution period, byThe transferee bears the obligation to pay the contributionThe transferee fails to pay the capital contribution in full and on timeThe transferor shall bear supplementary liability for the capital contribution that the transferee fails to pay on time (multi-level transfer, which needs to be pursued layer by layer).
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.