The revision of the company law mainly involves the following three aspects:
1. Change the paid-in registration system of registered capital into the subscription registration system.
Except as otherwise provided by laws, administrative regulations and the State Council's decision on the paid-in registered capital of the company, the provisions that the shareholders (promoters) of the company should pay their capital contributions in full within two years from the date of establishment of the company and that investment companies can pay their capital contributions in full within five years have been cancelled; The provision that shareholders of a one-person limited liability company should pay their capital contribution in full at one time was cancelled. Shareholders (promoters) of the company independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association.
Second, relax the registration conditions of registered capital.
Except as otherwise stipulated by laws, administrative regulations and the State Council's decision on the minimum registered capital of a company, the restrictions on the minimum registered capital of a limited liability company of 30,000 yuan (RMB, the same below), a one-person limited liability company of 654.38 million yuan and a joint stock limited company of 5 million yuan have been cancelled. Does this mean that it is possible in theory? One yuan to run a company? ; No longer limit the initial contribution ratio of shareholders (promoters) when the company is established, that is to say, in theory? Zero down payment? ; No longer limit the proportion of shareholders' (promoters') contribution in cash.
Third, simplify the registration items and registration documents.
The capital contribution subscribed by shareholders of a limited liability company and the paid-in capital of the company are no longer registered items of the company. When a company is registered, it is not necessary to submit a capital verification report. The revision of the company law has further lowered the threshold for the establishment of a company, lightened the burden on investors, facilitated the company's access, and provided legal protection for promoting the reform of the company's registered capital registration system.
Advantages of registered companies
1. Many cooperative enterprises need the other party to issue VAT invoices with the tax rate of 17% when operating the company, and applying for general taxpayers can meet the needs of customers. It plays a great role in expanding business and sales.
2. You can enjoy tax exemption, tax credit and tax refund when filing tax returns.
3. It can improve the financial management system well and has certain advantages in the company's profit and competitiveness (general taxpayers are the first choice for most enterprises to cooperate).
4. Because it can be tax-free, tax-free, etc. , can reduce the tax burden and tax risk of enterprises (for example, invoices will be managed in a unified way and linked to the national tax control system, etc.). ).
The state supports enterprises to bid for general taxpayers, which is also the future development trend of enterprises. Only by foresight can we lead the team and let our enterprise develop to a higher level.
Detailed process of registering a company
1, company name approval, think of no less than five names as a backup, because there are many small and medium-sized enterprises in major industries, as long as things are repeated, they can't get through. After thinking about the company name, the next step is to go to the industrial and commercial bureau to get a form "Application for Pre-approval of Enterprise Name", fill it out and sign it for all shareholders, and then the staff of the industrial and commercial bureau will systematically review whether there are duplicate names. If not, the industrial and commercial bureau will issue the Notice of Pre-approval of Enterprise Name. (3 working days);
2. When a bank opens a temporary account, it goes to major banks to open a temporary account in the name of the company with the legal person, the original shareholder ID card, the notice of pre-approval of the enterprise name, the shareholder seal and the legal person seal, and shareholders can invest their own share capital in it. As it is a subscription system, there is no need to find a firm to verify the capital;
3. Apply for industrial and commercial business license (three certificates in one). The industrial and commercial bureau holds a set of documents and forms for the registration of the establishment of a new company, fills them in as required, and signs them with the shareholders as legal persons. The notice of pre-approval of enterprise name, site lease contract and original ID cards of all shareholders shall be submitted to the Registration Department of the Administration for Industry and Commerce, and the acceptance documents shall be issued after examination. (Received after 7 working days)
4. Engraving, usually official seal, financial seal, legal person seal and invoice seal (even 3 working days).
5. When a temporary household changes to a basic household, it shall bring all complete certificates, the original and photocopy of the business license (three certificates in one), the original ID card of the legal representative, the official seal, the corporate seal and the financial seal. Go to the bank to handle basic deposit account (received within 5 working days).
The registration in this company is basically completed, and all documents include the original and copy of business license (three certificates in one), bank account opening permit, official seal, financial seal, legal person seal and so on.
What is the appropriate registered capital?
Specific provisions on registered capital:
1. There is no time limit for paid-in registered capital. If you have to add a deadline to this promise? Do not exceed the operating period of the company;
2. There is no minimum registered capital, that is, in theory? A dollar company? Can exist, without the highest limit;
3. The registered capital actually paid by shareholders, namely accounting? Paid-in capital? , is no longer an industrial and commercial registration item, and no longer needs a capital verification report.
First of all, the registered capital is too high, and others will take care of it. For example, the company's investors, as well as the regulatory agencies in the process of going to the capital market in the future, may require the subscribed capital to be actually in place. Of course, if it is found that it is not in place, the registered capital can be reduced by reducing capital, but this process is time-consuming and laborious, which will seriously affect the process of financing and entering the capital market. Registered capital is a legal commitment of shareholders to undertake limited liability. When the company's assets are insufficient to pay off the company's debts, shareholders are obliged to pay off the remaining debts according to the promised registered capital.
Correct method of registered capital
When registering capital, remember to do what you can, match your current capital capacity or foreseeable capital capacity, and reduce the pressure of future capital operation and operation. If a lot has been written for a period of time and the paid-in capital commitment is not expected to be completed, then? Wrong posture, get up and go to sleep? ~ reduce capital as soon as possible;
Use monetary funds as much as possible according to the articles of association. Before the registered capital is fully in place after the establishment of the company, please note that the funds of any individual shareholder must be indicated when remittance. So-and-so investment is the third, don't use investment premium unless you have to? Capital reserve? Increase capital.
Registered capital may be the first pit encountered by entrepreneurs, which seems simple, but in fact it is complicated. Correct posture? This is very important. Traditional agents in industrial and commercial registration may not be able to give much professional advice. If you encounter difficulties, it is recommended to consult professional finance, taxation and legal services.
The above is the 20 16 Chongqing company registration process provided by Bian Xiao. I hope I can help you.
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