Nowadays, when ordinary companies were established, they did not need to pay the capital in advance, but only subscribed the capital. The Company Law once changed the cancellation system of paid-in registered capital into the cancellation system of subscription, abolished the rules that shareholders (initiators) of a company should pay their capital in full within two years from the date of establishment of the company, and that investment companies can pay their capital in full within five years; abolished the rules that shareholders of a limited liability company should pay their capital in full at one time.
The Company Law of the People's Republic of China stipulates that when a company is cancelled, it is not necessary to submit a capital verification report, and the system of subscription and cancellation of registered capital shall be implemented. In addition to other rules governing the payment of registered capital in laws, administrative regulations and resolutions of the State Council, other companies implement the system of cancellation of subscription of registered capital. The cancellation organs no longer cancel the paid-in capital of limited liability companies and joint stock limited companies initiated by them; cancel the minimum registered capital of a limited liability company of 30,000 yuan, the minimum registered capital of a limited liability company of 100,000 yuan, and shares. The minimum registered capital of a limited company is 5 million yuan; the initial capital contribution and proportion of all shareholders (initiators) at the time of establishment of the company are no longer limited; the proportion of the total capital contribution of all shareholders (initiators) in the registered capital is no longer limited; and the time limit for the full capital contribution of shareholders (initiators) of the company is no longer regulated.
The difference between the subscription system and the paid-in system of registered capital:
The new company law implements the subscription system of registered capital. That is to say, in addition to laws, administrative regulations and resolutions of the State Council, there are separate rules for the payment of registered capital of a company, it cancels that the shareholders (initiators) of a company should make full contributions within two years from the date of establishment of the company, the investment company should make full contributions within five years, and the shareholders of a limited liability company should make full contributions at one time. These rules governing the payment of capital contributions. Instead, the shareholders (sponsors) of the company independently agree on the amount of subscribed capital, the mode of capital contribution, the time limit of capital contribution and so on, which are recorded in the articles of association of the company.
The subscription system is different from the actual payment system. The paid-in system refers to the number of registered capital on the business suspension license of the enterprise. The company's bank capital verification account must have the corresponding amount of capital. The demand of paid-in system occupies the capital of the enterprise, inhibits the investment and Entrepreneurship of the industry to a certain extent, and reduces the operating efficiency of the enterprise capital. The subscription system is that the industry and Commerce Department only cancels the total registered capital pledged by the company, does not need to cancel the paid-in capital, and no longer receives the certificate of capital verification. The subscription cancellation system can effectively improve the efficiency of capital operation and reduce the cost of enterprises without occupying the capital of enterprises.
In addition to laws, administrative regulations and other rules of the State Council on the payment of registered capital, the Company Law has changed the cancellation system of paid-in registered capital into the subscription cancellation system, and has abolished the rule that shareholders of a company should pay their full capital contribution within two years from the date of the establishment of the company.