First, understand the concepts of subscription and paid-in
Subscription refers to the total registered capital that shareholders promised to pay to the company when they set up the company, while paid-in refers to the registered capital actually paid by shareholders to the company. Under the subscription system, shareholders only need to promise to pay a certain amount of registered capital when setting up a company, without actually paying it immediately. However, in some cases, the company may need to convert the subscribed capital into paid-in capital to meet the business needs or meet the requirements of relevant laws and regulations.
II. Convene shareholders' meeting and make resolutions.
Before deciding to convert the subscribed capital into paid-in capital, the company shall hold a shareholders' meeting to discuss and vote on relevant matters. The shareholders' meeting shall form a written resolution to specify the amount, time, method and other specific matters.
III. Revision of the Articles of Association
According to the resolution of the shareholders' meeting, the Company needs to amend the Articles of Association and adjust the subscribed amount of registered capital to the paid-in amount. The revised Articles of Association shall be submitted to the administrative department for industry and commerce for the record.
IV. Registration of change of registered capital.
After completing the revision of the Articles of Association, the company shall submit an application for registration of change of registered capital to the administrative department for industry and commerce. Relevant materials such as resolutions of shareholders' meeting, revised articles of association and capital verification report shall be provided when applying. After the approval of the administrative department for industry and commerce, a new business license will be issued, indicating the amount of paid-in registered capital.
V. Payment of registered capital
After obtaining a new business license, the shareholders shall actually pay the subscribed capital into the company account according to the requirements of the resolution of the shareholders' meeting. Payment can be made in cash, in kind, intellectual property rights, etc., but it must comply with relevant laws and regulations.
VI. Announcement and Publicity
After completing the registration of change of registered capital, the company shall make an announcement and publicity in accordance with relevant regulations, so that the public can know about the registered capital of the company.
To sum up:
The change from subscription to paid-in requires the company to operate in accordance with relevant laws, regulations and procedures, including understanding the concepts of subscription and paid-in, convening a shareholders' meeting and making resolutions, amending the articles of association, registering the change of registered capital, paying the registered capital, and making announcements and publicity. After completing these steps, the registered capital of the company will be changed from subscription to paid-in, which will provide strong support for the company's business development.
Legal basis:
Company Law of the People's Republic of China
Article 26 stipulates that:
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority.
Where laws, administrative regulations and the decision of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.
Company Law of the People's Republic of China
Article 28 stipulates that:
Shareholders shall pay their respective subscribed capital contributions in full and on time as stipulated in the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where capital contribution is made by non-monetary property, the procedures for the transfer of property rights shall be handled according to law.
If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall not only pay the company in full, but also bear the liability for breach of contract to the shareholders who have paid the capital contribution in full on time.