Provisions On Administration Of Registration Of Registered Capital Of The Company

Original Language Title: 公司注册资本登记管理规定

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398614.shtml

Provisions on administration of registration of registered capital of the company

    (Released February 20, 2014, State administration for industry and commerce, the 64th since March 1, 2014) first to standardize the administration of registration of registered capital of the company, in accordance with the People's Republic of China Act (hereinafter the Act), the People's Republic of China governing the registration of Companies Ordinance (hereinafter referred to as the registration administration of Companies Ordinance) and other relevant provisions, these provisions are formulated.

Article the registered capital of a limited liability company registered with the company registration authority in accordance with law all shareholders subscribed capital.

Established established the Corporation, registered capital is registered with the company registration authority in accordance with law all the promoters of total subscribed share capital.

Limited liability company taken public share offer established, registered capital is registered with the company registration authority in accordance with the total paid-up share capital.

    Legal, administrative regulations and the State Council decided that the company actually paid up registered capital implemented, the registered capital of the shareholders or promoters of capital contribution actually paid or the total paid-up share capital.

    Article III the company registration authority in accordance with the law and administrative regulations and the relevant provisions of the State registration of the registered capital of the company, to meet the requirements of the registration; does not meet the requirements, not registered.

    Article fourth amount of the registered capital of the company, shareholders or promoters of the time and contribution shall comply with the provisions of relevant laws and administrative regulations.

Article fifth shareholders or promoters can use cash, or in kind, intellectual property valuation, land use rights, can be expressed in monetary and non-monetary asset pricing, investment can be transferred according to law.

    Shareholders or promoters not to services, credit, natural person name, goodwill, franchises or creation of a security property, such as pricing, investment.

Article sixth shareholders or promoters in their holding companies set up in China (hereinafter referred to as equity companies) equity contribution.

Equity contribution, clear, full power, the ownership of the shares should be transferable.

Funded equity shall not be used with the following situations:

(A) has been the establishment of pledge;

(B) equity articles of agreement may not be transferred;

(C) the provisions of laws and administrative regulations or the State Council decided, ownership transfer of ownership shall be submitted to the approval of the shareholders of the company without approval;

    (D) the laws, administrative regulations or the State Council decided that is not transferable to other situations.

Article seventh creditors may be legally entitled to the claims of companies set up in China, into equity.

Claims into equity shall be in conformity with one of the following:

(A) the creditor has performed its contractual obligations for claims, and does not violate laws, administrative regulations, decisions of the State Council, or the prohibitive provisions of the Constitution of the company;

(B) confirmed by the people's Court of Justice or arbitration award;

(Iii) the company during bankruptcy reorganization or reconciliation, inclusion or confirmation of a reorganization plan approved by the court settlement agreement.

For claims into equity had two or more creditors, creditors ' claims should have been split.

    Converted into equity, the company should increase its registered capital.

    Eighth shareholders or promoters should be funded in its own name.

Nineth registered capital of the company by the articles of incorporation provides that registered with the registration authority in accordance with the provisions of the company's articles.

Way to raise the establishment of limited liability company should experience Agency verification of registered capital.

    Changes in registered capital of the company shall amend the company's Charter and registered with the company registration authority in accordance with law to apply for alteration. Article tenth increase the registered capital of the company, a limited liability company shareholders contributing additional capital investment and IPO company's shareholders, each Party shall, in accordance with the company law of the establishment of a limited liability company and limited liability company subscribed and paid shares of the relevant provisions.

    Limited to public offering of new shares or non-public offering of new shares by listed companies to increase registered capital, should also be submitted to the approval of the securities regulatory authority under the State Council document.

11th reduction of registered capital of the company, shall comply with the procedures laid down in the Act.

    Laws, administrative regulations, and the State Council decided to set a minimum registered capital of the company, reduced the minimum amount of the registered capital shall be not less than.

    12th limited-liability company pursuant to the company law provisions of 74th sale of its shareholders ' equity, should apply for registration of the reduction of registered capital. 13th when a limited liability company as a corporation, equivalent to the total paid-up share capital shall not be higher than the net.

    Changed to a limited liability company joint stock limited company publicly issued shares to increase capital, should be in accordance with the law. Article 14th shareholders ' capital contribution or sponsor of share, investment of time and manner prescribed by the regulations.

    Changes shall amend the company's Charter and apply to the company registration authority in accordance with company regulations or the articles of amendment filed.

    15th laws, administrative regulations and the State Council decided that false registered capital registered capital paid up company, a company registered by the company registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

    16th laws, administrative regulations and the State Council decided that the company registered capital paid up, its shareholders or promoters of false funded, not paid monetary or non-monetary property as investment by the company registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

    17th laws, administrative regulations and the State Council decided that the company registered capital paid up, its shareholders or promoters in the company was established after the withdrawal of the funding, by the company registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

    18th change of the registered capital of the company, the company is not in accordance with the provisions for registration of change, by the company registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

    19th capital verification agencies, asset evaluation agencies issue a false certificate, company registration authorities shall, in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

    Article 20th record of not complying with the provisions of the articles of incorporation of the company, the company registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company to deal with.

21st to a company registration of changes involving changes in the registered capital of the company, recovery by the company registration authority the registration before the registration of the company, and publicity.

    Involving changes in registration of content does not belong to, the company should be publicity through the business credit information publicity system.

    22nd registration management of foreign-funded company registered capital of these provisions shall apply, except as otherwise provided by law. 23rd these provisions come into force on March 1, 2014. December 27, 2005 released by the State administration for industry and commerce administration of registration of the registered capital of the company regulations, January 14, 2009, the State administration for industry and Commerce announced the measures for the administration of registration of shareholders, November 23, 2011, published by the State administration for industry and Commerce of the company's debt-for-equity measures for Administration of registration and revocation.