Article 53 stipulates that the company shall not withdraw capital contributions, and Article 253 stipulates that the company shall not withdraw capital contributions, and Article 253 stipulates that the administrative liability for the withdrawal of capital contributions shall be adopted. The author will share the learning experience of withdrawing capital contributions with netizens, and hope that netizens will treat capital, creditors and other shareholders well.
The first is the provisions of the Company Law on the maintenance of capital
Article 50 of the Company Law stipulates that at the time of establishment, other shareholders at the time of establishment shall be jointly and severally liable with the shareholder to the extent of insufficient capital contribution.
Article 51 of the Company Law stipulates that after the establishment of a limited liability company, the board of directors shall verify the capital contribution of the shareholders, and shall issue a written reminder to the shareholders who fail to pay the capital contribution in full on time to call for the payment of the capital contribution. If the company fails to perform the verification obligation in a timely manner and causes losses to the company, the responsible director shall be liable for compensation.
Article 53 of the Company Law stipulates that after the establishment of a company, shareholders shall not withdraw their capital contributions, otherwise shareholders shall return the withdrawn capital contributions; If losses are caused to the company, the responsible directors, supervisors and senior managers shall be jointly and severally liable for compensation with the shareholders.
Paragraph 3 of Article 66 and Paragraph 3 of Article 116 of the Company Law stipulate that the resolution of the shareholders' meeting to reduce the registered capital shall be passed by the shareholders representing more than two-thirds of the voting rights.
Article 253 of the Company Law stipulates that if the promoters or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital contributions withdrawn; The directly responsible managers and other directly responsible personnel are to be fined between 30,000 and 300,000 RMB.
Article 14 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (3) No. 3 of Fa Shi 2011 stipulates that if a shareholder withdraws his or her capital contribution, and the company or other shareholders request that the company or other shareholders return the capital interest to the company or assist in the withdrawal of capital contributions, and other shareholders, directors, senior managers or actual controllers who assist in the withdrawal of capital contributions shall be jointly and severally liable for this, the people's court shall support it. Articles 16 and 19 stipulate that if a shareholder withdraws his or her capital contribution, the company shall, in accordance with the articles of association or the resolution of the shareholders' meeting, make corresponding reasonable restrictions on the rights of shareholders such as the right to claim for profit distribution, the right to preemptively subscribe for new shares, and the right to request for the distribution of residual property, and the people's court shall not support the shareholder's request to find the restriction invalid. Where the company or other shareholders request that they fully perform their capital contribution obligations to the company or return their capital contributions, and the defendant shareholders make a defense on the grounds of the statute of limitations, the people's court will not support it.
The second is the determination of the act of withdrawing funds in judicial interpretations
Legal Interpretation 2011 No. 3 Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (3) Article 12 stipulates that after the establishment of a company, the following circumstances shall be deemed to be the withdrawal of capital contributions by shareholders: transfer the capital contribution to the company's account and then transfer it out after capital verification; transfer out its capital contribution through fictitious creditor-debtor relationships; making false financial and accounting statements to inflate profits for distribution; the use of related party transactions to transfer capital contributions; Other acts of withdrawing capital contributions without legal procedures.
Third, it is not recognized as a special case for capital withdrawal
In May 2004, Dahua Company was restructured from a state-owned enterprise to a limited liability company, and Song Wenjun was an employee of Dahua Company and invested 20,000 yuan to become a natural person shareholder of Dahua Company. On June 3, 2006, Song Wenjun proposed to the company to terminate the labor contract and apply to withdraw from the company's 20,000 yuan shares. Song Wenjun requested that Dahua's repurchase act violate the law, fail to perform legal procedures, and that shareholders are not allowed to withdraw their capital contributions under the Company Law, and requested that his shareholder be confirmed as a shareholder of Dahua Company in accordance with the law. The withdrawal of capital contributions as stipulated in the Company Law specifically refers to the withdrawal of capital contributions by the shareholders of the company, and the company cannot constitute the subject of the withdrawal of capital contributions, and the grounds for Song Wenjun's application for retrial cannot be established.