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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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(Announced December 27, 2005 the State administration for industry and commerce, the 22nd since as of January 1, 2006) first in order to strengthen the company's registered capital and paid-up capital of registration and management, standardize the registration activities of companies under 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.
    Article III of the paid-up capital of the company are all shareholders or promoters capital actually delivered and registered with the company registration authority in accordance with law or the total amount of share capital.
    Fourth company registration authority in accordance with the law and administrative regulations and the relevant provisions of the State registration of registered capital and paid-up capital of the company, to meet the requirements of the registration; does not meet the requirements, not registered.
    Article fifth company registered capital and paid-up capital amount, shareholders or promoters of time and investment, shall comply with the provisions of relevant laws and administrative regulations.
    Sixth company shareholders or promoters of the first contribution, the company changes its registered capital and paid-up capital must be verified by a legally established institution and the capital verification certificate issued by.
    Article seventh non-monetary property as a capital contribution by shareholders or promoters, should be assessed by a qualified appraisal firms after the valuation, carried out by the accreditation agency verification.
    Article eighth 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 to monetary, physical, intellectual property, financing of property other than land, should conform to the State administration for industry and commerce, in conjunction with the relevant provisions of the relevant departments under the State Council.
    Shareholders or promoters not to services, credit, natural person name, goodwill, franchises or creation of a security property, such as pricing, investment.
    Nineth shareholders or promoters must be funded in its own name. Tenth the minimum amount of the registered capital of a limited liability company is RMB 30,000 yuan, a minimum amount of the registered capital of a limited liability company is RMB 100,000 yuan, the minimum registered capital is RMB 5 million Yuan.
    Laws, administrative regulations on limited liability companies, the minimum registered capital has a higher requirement from its provisions.
    All shareholders or promoters of monetary capital contribution shall not be less than 30% of the registered capital of the company.
    Company sponsors the subscription of the shares of the public share offer shall not be less than the total number of shares of the company 35%, but otherwise stipulated by laws, administrative regulations, and from its provisions.
    11th first of all shareholders of a limited liability company registered capital 20% capital contribution shall not be less than, nor less than the statutory minimum amount of the registered capital, and the rest by shareholders since the company was established within two years from the date paid, in which investment firms can be paid within five years.
    Initiated the establishment of limited liability company subscribed for the first time all the promoters shall not be less than 20% of the registered capital of the company and the rest by sponsors since the company was established within two years from the date paid, in which investment firms can be paid within five years. 12th shareholders or promoters should make full payment of their subscription as specified in the articles of the company contributions or subscribe for shares.
    Cash, cash should be deposited in the bank accounts opened in full; funded by non-monetary property, shall go through the formalities for the transfer of its property rights.
    Company establishment registration, shareholders or promoters of the capital for the first time non-monetary property, property transfer formalities shall submit supporting documents.
    After the founding of the company, shareholders or promoters time in accordance with the articles of the capital contributions, belonging to the non-monetary assets shall be in accordance with the law after the transfer of property rights, apply for the registration of changes of the paid-up capital of the company. 13th article established company of inspection funding proved should contains Ming following content: (a) company name; (ii) company type; (three) shareholders or sponsors of name or name; (four) company registered capital amount, and shareholders or sponsors of recognize paid or subscription amount, and funded time, and funded way; to raised way established of Corporation should contains Ming sponsors subscription of shares and the shares accounted for company shares total of proportion; (five) company real received capital amount, and real received capital accounted for registered capital of proportion, and Shareholders or promoters actual payment of contributions, investment of time and capital contribution.
    To cash that shareholders or promoters of time, amount of funding, the company's Bank, account name and account number; in a non-monetary contribution shall state its evaluation and assessment results, as well as non-monetary transfers the ownership of capital and (vi) all cash's share of registered capital; (g) other matters. Article 14th 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.
    15th reduction of registered capital of the company, shall comply with the procedures laid down in the Act, reduced the amount of registered capital and paid-up capital shall meet the laws, administrative regulations, the minimum amount of the registered capital of the company and experience Agency verification.
    Subscribed and paid in full and all shareholders or promoters of the company shares after making application for reduction of registered capital of the company, and shall at the same time handle the paid-up capital reduction registration.
    16th limited liability company pursuant to the Act section 75th sale of its shareholders ' equity, should apply for reduction of registered capital and paid-up capital of the corresponding registration. Article 17th unincorporated enterprise in accordance with the company law reform for the company, limited liability company for the limited time, 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.
    Former unincorporated businesses, the limited liability company's net assets should be assessed by a qualified appraisal firm appraisal and verification by the accreditation agency. 18th amount of registered capital, the shareholders of the company or sponsor subscription, contribution or subscription time and manner prescribed by the regulations.
    Amount of registered capital and paid-up capital of the company, shareholders amount or sponsors the subscription amount, paid or subscription time and change, should modify the articles of Association and registered with the company registration authority in accordance with law to apply for alteration. 19th article change registered capital, and real received capital of inspection funding proved should contains Ming following content: (a) company name; (ii) company type; (three) change before and after shareholders or sponsors of name or name, and funded amount and funded way, and funded time; (four) change before and after of registered capital and the real received capital amounts; (five) increased registered capital of actual paid situation. To currency funded of, should description shareholders or sponsors of funded amount, and funded time, and account Bank, and into funding households name and the account; to real, and intellectual property, and land right and he can with currency valuation and can law transfer of non-currency property pricing funded of, should description shareholders handle property transfer procedures of situation, and assessment situation; to capital public product, and surplus public product and not distribution profit turned increased registered capital and the real received capital of, should description turned increased amounts, and company implementation turned increased of benchmark date, and
    Financial statement adjustments, retaining the funds of companies prior to the transfer of the registered capital of the 25%, related subjects before and after the transfer of the financial statements of the situation, after the transfer of shareholder capital; (vi) reduction of registered capital and paid-up capital shall state the program in compliance with the Act of the company and shareholders or promoters of the company debt settlement or debt guarantees. 20th after the founding of the company, shareholders or promoters corrosion as investment, intellectual property rights, land tenure and other non-monetary property's actual value significantly lower than the amount specified in the articles, shall be funded by the delivery of the shareholders or promoters to pay the difference. Original contributions in kind, intellectual property rights, land tenure and other non-monetary assets should be re-evaluated.
    The paid-up capital of the company shall be revalidated and capital verification certificate issued by the accreditation agency.
    21st after the founding of the company, the company registration office the company is found to have paid-up capital of inaccuracy, can require companies to specify the capital verification institution to verify, and requested its submission within the prescribed capital verification certificate.
    22nd false registered capital, a company registered by the company registration authority in accordance with article 68th of the companies registration regulations shall be punished. 23rd company shareholders or promoters of false funded, is not delivered or not delivered as capital of monetary or non-monetary property, by the company registration authority in accordance with article 70th of the companies registration regulations will be punished. Company's shareholders or promoters refused to correct, company registration authority ordered the company registered capital of limited duration, period of investment changes, fails to go through, 73rd punishment according to the administrative regulation on the registration of the company. Two years after the company was founded, in which the investment company was founded five years later, shareholders or sponsors are not paid or not paid capital contribution, and the company does not register such changes, in accordance with the administrative regulation on the registration of the company article 68th of the punishment.

    Article 24th shareholders or promoters of withdrawal of their investment after the company was founded, by the company registration authority in accordance with article 71st of the companies registration regulations will be punished.
    25th registered capital and paid-up capital of the company changes, the company does not register such changes in a timely manner, by the company registration authority in accordance with article 73rd of the companies registration regulations will be punished.
    Article 26th accreditation agency, asset evaluation agencies issue a false certificate, company registration authorities shall, in accordance with the 79th of the companies registration regulations will be punished.
    27th revoke registration of changes involving registered capital of the company and shareholders or promoters of contributions and contribution changes, restoring the registration before the registration of the company.
    28th foreign-funded enterprises registered capital and paid-up capital this provision shall be applicable for the registration, except as otherwise provided by law. 29th article of the regulations come into force on January 1, 2006.
          June 14, 2004, State administration for industry and Commerce issued the regulations on the administration of registration of the registered capital of the company at the same time abolish.