After the implementation of the new Company Law, what will happen to existing companies? The latest announcement of the State Administration for Market Regulation was officially released, let's draw down the key points:
The Consultation Paper clarifies that a three-year transition period will be set for existing companies established before the implementation of the Company Law, which will run from July 1, 2024 to June 30, 2027. A limited liability company can adjust the capital contribution period to less than five years during the transition period, and the capital contribution will be completed before June 30, 2032. There are two points in time, one within 3 years and the other within 5 years. What do they mean? Three years is the transition period, and the capital contribution period will be adjusted to less than 5 years during the transition period. In fact, it is to amend the articles of association. Because the deadline for our subscription registration is written in the articles of association. Changing the articles of association does not mean that the articles of association are paid immediately, but based on the point in time when you amend the articles of association, an additional 5 years of transition period will be added. The capital contribution can be completed by June 30, 2032 at the latest. For companies established before the implementation of the Company Law, with a capital contribution period of more than 30 years or a capital contribution of more than RMB 1 billion, the company registration authority may study and judge the authenticity of the registered capital in light of the shareholders' ability to make capital contributions, main business projects, asset scale, etc. With the consent of the provincial-level market regulation department, it is required to make adjustments within 6 months, and the term and amount of capital contribution shall be adjusted to a reasonable range. The adjusted capital contribution period shall not exceed five years from July 1, 2027. Companies with a capital contribution period of more than 30 years or a capital contribution of more than 1 billion yuan are abnormal and need to be adjusted within 6 months. The three-year transition period referred to in the preceding article does not apply. After the adjustment is completed within 6 months, the period can be extended for another 5 years, and there is no requirement to complete the actual payment within 6 months.
Add ** note, no more than 140 words (optional) The company shall, within 20 working days from the date of the formation of the information, publicize the amount of capital contribution subscribed and paid-in by shareholders, the method of capital contribution, the date of capital contribution, the number of shares subscribed by the promoter, and the equity and share changes of the company's shareholders or promoters to the public. After the registered capital is paid, it must be publicized in the national enterprise credit information publicity system. Not only the amount of money paid, but also the method of capital contribution, the date of capital contribution and relevant supporting materials must also be publicized. Accept social supervision. First, private, foreign-invested, state-funded and other companies established before the implementation of the Company Law, companies that undertake major national strategic tasks, are related to the national economy and people's livelihood or involve major public interests, can make capital contributions according to the original capital contribution period with the consent of the competent department or the people at or above the provincial level; Second, if a company established before the implementation of the Company Law has its business license revoked, ordered to close down or revoked, resulting in the company being unable to adjust its registered capital, or the company cannot be contacted through its registered domicile or business place and is included in the list of abnormal business operations, the company registration authority shall manage it in a separate register, and make a special mark and publicize it on the national enterprise credit information publicity system.
The registered capital shall be paid within 5 years