After the promulgation of the new "Company Law", many enterprises are considering reducing their capital. However, whether to follow the trend and reduce capital is a matter that needs to be carefully considered. There are a number of risks associated with a capital reduction that may have an impact on the company's financial condition and future development, so it's important to conduct a thorough risk assessment and situation analysis before making a decision.
In this issue, we will take you to understand the three major risks that need to be considered before reducing capital, as well as some situations that are applicable and not applicable to capital reduction for your reference, hoping to help enterprises that are considering whether to reduce capital!
Three risks of capital reduction
Is there a tax on capital reduction?
If the part of your registered capital is impaired, and your net assets are greater than your paid-in registered capital, you will be subject to 20% tax on the part of the impairment. When your net assets are greater than your registered capital, the capital reduction is based on the net assets, not lower than the net assets, less than the net assets equivalent to you transferred the company's assets, then you have to pay 20% of the personal income tax on the transfer of the right to transfer.
Warranty Liability
In many cases, when the industrial and commercial bureau makes a capital reduction, it will give a piece of paper. The content is to let all shareholders bear joint and several liability for the capital reduction, and if the company has liabilities in the future after the capital reduction, all shareholders must bear joint and several liability. It's that one day when the company can't afford to pay off its debts, it will look for you.
So this is the second risk that needs to be considered for capital reduction. When you go to reduce the capital, see if you are asked to sign this thing, if you are asked to sign, it means that after the capital reduction, you have changed from limited liability to joint and several liability.
The capital reduction is to be publicized
If you owe money to the customer, and the customer is not in a hurry, but the result is that the capital is going to be reduced, the customer may sue and freeze your bank account, the account is sealed, and your assets are frozen. So this is the third risk of capital reduction.
To sum up, it can be done to reduce capital. But be sure to consider the risks. Some companies' circumstances lend themselves to capital reductions, while others do not. The specific situation is summarized as follows:
Blind capital reduction is not applicable
When it comes to the qualification licensing industry, the minimum amount of registered capital is restricted.
There are many bidding projects to participate in, and registered capital is required to show the strength of the enterprise.
If the net assets are greater than the paid-in registered capital, the capital reduction part needs to pay 20% individual income tax (the company's assets are reduced by capital reduction, which is equivalent to transferring out, and 20% individual income tax needs to be paid).
In the process of signing a large contract or having a large amount of debt, the capital is suddenly reduced, and Party A files a lawsuit due to the objection of whether it can bear the liability for breach of contract or whether it can pay according to the contract, resulting in the freezing of funds.
During the change, the industrial and commercial department requires the signing of a guarantee agreement, and the shareholders shall be jointly and severally liable for the capital reduction, and the shareholders shall be jointly and severally liable for the debts caused by the capital reduction.
Capital reduction applies
The registered capital is too high and does not conform to the actual situation;
There are no plans to cancel in the next 5 years;
The surviving enterprise has been registered for 5 years or is about to reach 5 years.
To sum up, the company should rationally analyze whether to follow the trend and reduce capital, carefully weigh the pros and cons in combination with the company's actual situation and long-term development goals, and ensure that the actions taken are in line with laws and regulations and in line with the overall interests of the company. When faced with the choice of capital reduction, prudence can ensure the stability and sustainability of the company's future development.
Junyi Incubator is a one-stop business incubation service platformIt not only provides office leasing, registered address and other services for small and medium-sized enterprises, but also has a professional financial and taxation team, which can help various enterprises to carry out a full range of entrepreneurial services such as industrial and commercial registration and change, abnormal cancellation, cancellation, qualification handling, bookkeeping, policy and legal consultationIt has six industrial parks in Haidian, Changping, Chaoyang and other places, and is the preferred entrepreneurial service platform for small, medium and micro enterprises!
If you want to start a business in Beijing and register a company, or learn more about industrial and commercial finance and taxation, please pay attention to the homepage private message consultation!