As soon as the new "Company Law" was promulgated, many enterprises were considering reducing their capital, but there are also precautions for reducing capital.
Note!
This kind of enterprise, be cautious about reducing capital!
Article 13 of the Administrative Measures for the Qualification Determination of General VAT Taxpayers stipulates:
The in-charge taxation authorities may, within a certain period of time, implement the tax counseling period management for the following general taxpayers:
1) In accordance with the provisions of Article 4 of these measures, small commercial wholesale enterprises newly identified as general taxpayers;
2) Other general taxpayers as stipulated by the State Administration of Taxation. ”
Articles 3 and 5 of the Administrative Measures for the Tax Counseling Period for General VAT Taxpayers stipulate that:
Article 3 The term "small commercial wholesale enterprise" mentioned in the first paragraph of Article 13 of the Identification Measures refers to a wholesale enterprise with a registered capital of less than 800,000 yuan (including 800,000 yuan) and less than 10 employees (including 10 people). Enterprises that are only engaged in export** and do not need to use special VAT invoices are excluded.
Article 5 The period for the management of the tax counseling period for the small commercial wholesale enterprises newly recognized as general taxpayers shall be 3 months; The period for other general taxpayers to implement the tax counseling period is 6 months.
That is to say:
It's okay for everyone to reduce their capital normally, butIf some small-scale taxpayer companies need to apply for general taxpayers in the later stage, remember not to reduce the capital to less than 800,000 yuan
Because a wholesale enterprise with a registered capital of less than 800,000 yuan and less than 10 employees is applying for general taxpayer qualificationThere is a 3-month tutoring period for VAT.
Therefore, if there are enterprises that want to turn into general taxpayers in the later stage, they should still be cautious about reducing their capital.
Why should we be cautious about capital reduction?
What are the restrictions on the VAT counselling period?
Once small-scale taxpayers enter the VAT counseling period, VAT deduction is not as convenient as that of ordinary taxpayers, there are many restrictions, and input tax is not deductible if you want to.
1. Invoice deduction should be audited and compared
2. There is a limit on invoices
3. Invoices are limited
Note: There is no limit on the number of invoices in the current popular number of electric bills, and it is estimated that the issue of invoice limits in the measures will also be adjusted in the later stage, and taxpayers who have questions can consult the local tax bureau).
4. Restrictions on prepayment of VAT
5. During the counseling period, the VAT accounting should be handled cautiously
During the counseling period, the VAT invoice is certified (checked) in the current month, and can only be deducted in the next month.
1) When you get a special ticket and check it.
Borrow: raw materials, etc.
Tax Payable – The amount of input VAT to be credited.
Credit: bank deposits and other accounts.
2) After the comparison is passed, it can be officially deducted in the next month (checked in the current month and deducted in the next month).
Debit: Tax Payable – VAT Payable (Input Tax).
Credit: Tax payable – input tax to be deducted.
How to handle the company's capital reduction?
1. Make a resolution or decision of the shareholders' meeting (all shareholders need to sign and affix the official seal).
1. The content of the resolution of the limited liability company:To reduce the amount of subscribed registered capital, the specific amount of each shareholder's commitment to reduce the subscribed registered capital, the method of capital contribution and the date of capital contribution of each shareholder, and amend the articles of association accordingly;
A limited liability company submits a resolution of the shareholders' meeting signed by shareholders representing more than two-thirds of the voting rights.
A one-person limited liability company shall submit a written decision signed by the shareholders.
2. The content of the resolution of the shares:Reduce the amount of subscribed registered capital, reduce the specific way of subscribed registered capital, and amend the articles of association accordingly.
2. Amend the articles of association
Amend the articles of association of the company according to the resolution or decision of the shareholders' meeting of the company's capital increase.
Mainly involves: the amount after the capital reduction, the latest amount of subscribed funds of each shareholder,The method of capital contribution and the date of capital contribution by each shareholder, etc.
3. Preparation of balance sheet and property list
1. The balance sheet is divided into: assets and liabilities. The assets segment includes current assets, long-term assets, etc., and the liability segment includes current liabilities and long-term liabilities.
2. When compiling assets and liabilities, list the details of each asset and liability, indicate the amount of each asset and liability, calculate the correctness of the amount of each asset and liability, and finally input the balance sheet data into the computer, that is, complete the preparation work.
4. Notification to creditors and public announcement.
The company shall start from the date of making the resolution to reduce the capitalWithin 10 days, notify creditors, andAnnouncement in a newspaper at or above the provincial level within 30 days
5. Paying off debts or providing guarantees
CreditorsWithin 30 days from the date of receipt of the noticeWithin 45 days from the date of the announcement, the company has the right to require the company to pay off the debts or provide corresponding guarantees.
6. Handle the registration of industrial and commercial changes
If the company reduces its capital, it shall apply for industrial and commercial change registration after 45 days from the date of announcement。If the change of registered capital of the company involves the change or change of paid-in capital, it shall also go through the registration of the change of paid-in capital or the declaration of change at the same time.
The process of reducing the specific capital is not complicated, and it is divided into three steps:
The first step is to make a public announcement
Step 2 Industrial and commercial change registration
Step 3 Collect a new license
01 Announcement and publicity
The first step in applying for capital reduction is to issue a capital reduction announcement and publicize it through the industrial and commercial system, and the following are the specific operation steps.
Log in to the National Enterprise Credit Information Publicity System and click [Enterprise Information Filling].
If you have already registered as an industrial and commercial liaison, you can log in directly; If you have not registered, you need to register as a business liaison first.
After logging in, select [Company Reduction Registered Capital Filling].
Fill in the information according to the actual capital reduction, [save and publicize].
Click [View of Company Reduction of Registered Capital] on the left side of the page to view and print the capital reduction information.
The above capital reduction announcement has been released, and it is needed nextWait for the 45-day publicity period。During this period, the company's creditors have the right to demand the payment of debts or provide corresponding guarantees. After the expiration of the 45-day publicity period, no objection can be carried out before the next step can be carried out.
02 Industrial and commercial change registration
The way to carry out industrial and commercial change registration can be offline or online.
Offline processing can be done directly to the industrial and commercial bureau to which the registration belongs to submit the materials.
Log in to the one-network office for online changes, enter the [Shanghai Enterprise Registration**-Change] system, and operate step by step.
Materials to be submitted for the change of capital reduction and industry:
Capital Reduction Filing Form.
Resolution (decision) of the shareholders' meeting on capital reduction
Amended Articles of Association or Amendments to the Articles of Association.
03Receive a new license
After submitting the materials, passing the review, and completing the industrial and commercial change of capital reduction, the entrusting person or legal representative needs to bring the company's old business license to the government service hall, and go to the self-service terminal to print the new business license.
After receiving the new business license, the capital reduction process is officially completedThe company's registered capital and other information will be updated by the administrative department for industry and commerce.
The whole process takes about 2 months. Small partners who need to reduce capital should plan in advance to avoid industrial and commercial crowding and queuing, which will affect the progress of processing.
*: Finance First Classroom, Tax Lecture Hall, Mei Song Lecture on Tax, Tax Desk, Financial Manager, Tax Manager.