Preface.
Recently, because Article 47 of the New Company Law stipulates that the registered capital of a newly established company shall be paid up within five years from the date of establishment of the company. Many of the company's shareholders and financial people are panicked and are eager to handle the capital reduction or pay in place, but due to illegal procedures and poor understanding of tax laws, etc., it has brought huge legal and tax risks in the process of capital reduction and paid-in place.
In fact, for the old company, there is no need to rush to reduce the capital, and there is no need to rush to pay in place!
Reference:
**Article 3 of the Provisions on the Implementation of the Company Law of the People's Republic of China on the Registration and Management System of Registered Capital (Draft for Comments) stipulates that in accordance with Article 266 of the Company Law, a three-year transition period will be set from July 1, 2024 to June 30, 2027. If the capital contribution period of a company established before the implementation of the Company Law exceeds the period specified in the Company Law, it shall be adjusted during the transitional period.
If a limited liability company established before the implementation of the Company Law has a remaining capital contribution period of less than five years from July 1, 2027, there is no need to adjust the capital contribution period; If the remaining capital contribution period exceeds five years, the remaining capital contribution period shall be adjusted to five years during the transition period. The adjusted shareholder's capital contribution period shall be recorded in the company's articles of association, and shall be announced to the public on the national enterprise credit information publicity system in accordance with law.
Example 1:
The original articles of association of a company established in 2016 stipulate that the capital contribution period will be until 2028, and how to adjust the capital contribution period according to the three-year transition period in the consultation paper?
Answer: If the *** company you established in 2016 is an old company, and the remaining capital contribution period is less than five years from July 1, 2027, there is no need to adjust the capital contribution period, that is, the capital contribution period will be until 2028 in accordance with the original articles of association.
Example 2:
The articles of association of a company established in 2016 stipulated that the capital contribution period was until 2048, and how to adjust the capital contribution period according to the three-year transition period in the consultation paper?
Answer: 1. First of all, you should adjust the capital contribution period before June 30, 2027 at the latest, and adjust it to be in place within 5 years, that is, before June 30, 2032 at the latest.
2. Amend the articles of association of the company and revise the term of capital contribution to be in place within 5 years.
3. Publicize to the public on the national enterprise credit information publicity system.
Summary.
My personal advice to the old company is: don't be in a hurry to pay in fact, and don't be in a hurry to reduce capital! Through the above cases, are you clear?
3+5 adjustment arrangement, three-year transition, five-year payment!
It means that some companies can complete the capital contribution before June 30, 2032 at the latest (for example, from July 1, 2027, the subscription period is more than 5 years!).
Such an old company means that from July 1 this year, there will be up to 8 years to achieve the completion of paid-up capital!
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