When the registered capital of a limited liability company changes, we need to go through the relevant application and approval procedures with the industrial and commercial and tax departments. Here's a detailed explanation of how to go through the relevant procedures.
1. First, the shareholders' meeting of the company needs to make a resolution on reducing the registered capital of the company. The specific format is shown in the figure, just fill in the example.
After the resolution of the shareholders' meeting is made, all shareholders need to sign and seal (official seal of corporate shareholders, signature of natural person shareholders) before capital reduction.
2. After the resolution of the shareholders' meeting is made, it is best to consult the industrial and commercial department in advance whether there is a designated newspaper in the announcement of capital reduction, usually a newspaper above the municipal level. You can consult to avoid wasting time.
Contact the investment promotion department of the newspaper office in advance to register the procedures, time and date of the creditor's rights and debts of the capital reduction, and then you need to pay in the newspaper office. It should be noted here that capital reduction needs to be described in newspapers and creditor's rights and debts. As shown in the figure, there is a date to pay attention to, that is, the date when the capital reduction decision is made (that is, the date of the resolution of the shareholders' meeting) and the "next day" when the announcement is made in the newspaper. Therefore, everyone should pay attention to the date of publication of the newspaper.
If it is really impossible to confirm, the date of the resolution of the shareholders' meeting may not be published for the time being, and the newspaper whose publication date is determined shall prevail. The template of specific description of creditor's rights and debts is shown in the figure. This document needs to be signed and sealed by all shareholders before capital reduction. (Official seal of corporate shareholders and signature of natural person shareholders)
3. Because the capital reduction formalities need to be handled 45 days after the newspaper is published, the 45 days here include holidays and rest days, so the newspaper should be published as soon as possible.
After the announcement in the newspaper and the resolution of the shareholders' meeting are made, the next step is to prepare the articles of association and prepare the articles of association according to the situation of the shareholders after the capital reduction. At present, there are two kinds of articles of association: one shareholder has no articles of association, one shareholder has articles of association, several shareholders have articles of association, and several shareholders have articles of association of executive directors. Here, you can choose to fill in the articles of association according to your own needs.
The following figure shows that one-person shareholders have no articles of association. The last page of the Articles of Association shall be signed and sealed by shareholders after capital reduction. (Official seal of corporate shareholders and signature of natural person shareholders)
4. After preparing the creditor's rights and debts, the original newspaper, the resolutions of the shareholders' meeting and the articles of association, you can prepare to fill in the application for company registration (filing). The specific writing method can be filled in according to the instructions attached to the form. You can write it in pencil first, and then fill it in with a black charcoal pen when there is no problem with the on-site auditor. Because the second item on the back of this document needs the legal person's signature, so fill it in with pencil first to prevent mistakes.
5. At present, China adopts the system of three certificates in one, so it generally involves the change of business license, code certificate and tax registration certificate. The new certificates are all new licenses, and all the information is recorded on them.
Therefore, when handling business, you need to fill in a registration form with three certificates in one, which records the information of business license, code certificate and tax registration certificate. This form also needs the signature of the legal person. You can also fill it in with a pencil first, and then fill it in with a black charcoal pen after verification. What you need to fill in next is the power of attorney. We need the ID card of the copying agent here. Just go to the Industrial and Commercial Bureau to copy it. You can fill it out first. Because the pixels that need to be copied here are relatively high.
According to the principle of constant capital, the company's capital is not allowed to be reduced. China law allows capital reduction, but certain conditions need to be specified:
1. The original company had too much capital, resulting in excess capital. If the capital remains unchanged, it will lead to the idleness and waste of capital in the company and increase the burden of dividends.
2. The company suffered serious losses, and the gap between total capital and actual assets was too large. The company's capital has lost its due legal significance to prove the company's credit status.
Extended data:
Capital reduction is the behavior of a joint-stock company to reduce its registered capital.
Its main purposes are: paying off debts at one time, regulating excess capital, distributing dividends, merging companies and separating departments.
Divided into two categories: substantial capital reduction and nominal capital reduction.
Substantial capital reduction means reducing the company's book capital at the same time and returning these assets to shareholders or transferring them to others.
Nominal capital reduction only reduces the amount of book capital, and the company's property has not been reduced accordingly, so it is impossible to make any return to shareholders and transfer assets to others. There are two ways to reduce capital: reducing the number of shares and reducing the face value of shares.
There are two ways to reduce capital:
1. Reduce the total investment and change the original investment ratio.
Companies usually use repurchase to reduce their capital contribution or shares. However, it should be noted that according to Article 143 of the Company Law, if the capital is reduced by repurchase, the repurchased shares shall be cancelled within 10 days after the repurchase.
Capital reduction can also be achieved by returning the capital contribution, or by exempting the obligation of capital contribution, or by eliminating the equity or shares.
2. Reduce the capital contribution of each shareholder without changing the proportion of capital contribution.
After the capital reduction, the contribution ratio of each shareholder remains unchanged. There are two ways: return, return a part of the paid-in capital contribution to shareholders; At the time of merger, when the company loses money, the capital contribution of each shareholder shall be reduced in proportion to make up for the capital loss that should be made up.
References:
Baidu encyclopedia-capital reduction
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