The latest data from Qichacha reveals that since the promulgation of the new company law, there have been more than 120,000 enterprises have completed the capital reduction and adjustment of registered capital. There are multiple factors behind this decision. First of all, it reflects the company's own self-adjustment according to its operating conditions and development strategy. Secondly, we cannot ignore the potential impact of the new company law, which will come into effect on July 1, 2024.
The New Company Law clearly stipulates the time limit for the payment of registered capital, that is, the capital contribution subscribed by all shareholders shall be paid in full within 5 years from the date of establishment of the company in accordance with the provisions of the articles of association. Therefore, some enterprises with excessively high registered capital choose to reduce their capital to ensure that their subscribed capital contributions match their actual economic capacity, which is a rational decision they make according to their actual situation.
The new Company Law has made a large-scale revision of the original provisions, with a total of 228 articles, demonstrating the management's firm commitment to corporate governance. After a preliminary understanding of the new law, many people consider deregistering non-core companies or reducing their registered capital in view of the requirement of paid-in within five years. However, for companies that have already established equity structures, this change undoubtedly brings new challenges.
It is worth noting that the penetration clause introduced in the new Company Law has had a profound impact on entrepreneurs. So, which clauses embody the principle of penetration?
The first paragraph of Article 23 clearly stipulates that if a shareholder of a company abuses the independent status of the company's legal person and the limited liability of the shareholders to evade debts and cause serious damage to the interests of the company's creditors, the shareholders shall be jointly and severally liable for the company's debts.
Paragraph 3 of Article 23 points out that for a company with only one company, if the shareholder cannot prove that the company's property is independent of his personal property, then the shareholder shall also be jointly and severally liable for the company's debts. The implementation of these provisions will effectively prevent shareholders from evading legal liabilities by using the company's legal person status and protect the legitimate rights and interests of creditors.
For example, 1 million has accumulated tens of millions of debts, which has infringed on the rights and interests of creditors. As a result, the legal personality of the company will be denied and it will lose its independent legal status. If Xiao Ming's parent company is Fox Company, it will also be held jointly and severally liable, a phenomenon known as vertical penetration. Similarly, if the parent company also controls affiliated enterprises such as White Rabbit Company and Little Duck Company, these companies are also liable for debts, which is called horizontal penetration.
In fact, limited liability may translate into unlimited liability in some cases. In addition, companies must strictly avoid the mixing of finance, business, and people to ensure the company's independence and standardization. Special attention should be paid to the situation where the same team manages multiple companies.
It is worth noting that the old version of the Company Law was ambiguous in terms of the criteria for passing resolutions of shareholders' meetings, and did not clarify the specific requirements for majority passing, half passing, or 2 3 passing. As a result, when many companies are founded, their articles of association simply quote the standard template of the industrial and commercial bureau, mentioning that "how shareholders make resolutions, refer to the company law", but do not clearly stipulate the specific adoption standards. This has led to confusion and uncertainty in practice.
However, Article 66 of the new Company Law has clearly stipulated the criteria for the passage of resolutions, i.e., they must be approved by a majority of shareholders. This provision provides clear guidance for companies and helps to ensure the legitimacy and validity of the resolution. Therefore, the company should strictly abide by the relevant provisions of the new Company Law to ensure the legitimacy and validity of the resolutions of the shareholders' meeting.
In the original Company Law, there was no clear provision on whether a company could help or donate to other companies. However, in the new version of the Companies Law, it is expressly prohibited for companies to easily provide guarantees or donation assistance to other companies unless it is in the interests of the company and is approved by the shareholders' meeting. Even if these conditions are met, the amount of assistance must not exceed 10% of the company's issued capital.
Company Law Furthermore, the original Company Law did not elaborate on the responsibilities of directors, supervisors and senior management to shareholders' capital contributions. However, in the new version of the Company Law, it has been clearly stipulated that directors have the obligation and responsibility to call for the capital contribution of shareholders, and even bear joint and several liability when necessary. This regulation ensures that the responsibilities within the company are clear, and the relevant responsible persons are responsible for any problems in the link.
It is worth mentioning that the concept of class shares was not addressed in the original Company Law. The new version of the Company Rules explicitly introduces class shares, such as preferred shares and inferior shares, as well as voting and non-voting AB shares. The establishment of these categories provides clearer and more flexible institutional support for corporate governance and the protection of investors' rights and interests, and is an important advance in company law.
Entrepreneurs and entrepreneurs need to be cautious when dealing with business management to ensure that everything is handled properly. In the process of operation, enterprises should adhere to the principle of good faith, conduct business in a formal and steady manner, devote themselves to the steady development of the cause, and establish a good corporate image with integrity.