1、 Is the registered capital not less than net assets ?
The registered capital is less than the net assets Article 35: "The shareholders shall draw dividends in proportion to their paid in capital contribution; when the company increases its capital, the shareholders shall have the priority to subscribe to the capital contribution in proportion to their paid in capital contribution. However, unless all shareholders agree not to draw dividends in proportion to their capital contribution or to subscribe to the capital contribution in proportion to their capital contribution." Therefore, for a limited liability company, as long as all shareholders agree, It shall be possible not to share dividends according to the proportion of capital contribution. If the net assets are less than the registered capital, the shareholders shall inject capital according to the dividend ratio.
2、 Minimum registered capital in the Company Law
After the implementation of the new Company Law in 2006, the minimum registered capital of a registered company is:
1. The minimum registered capital of a limited liability company is 30000 yuan - Article 26 of the new Company Law
2. The minimum registered capital of a one person limited liability company is 100000 yuan, and the shareholders shall pay their capital contributions in full at one time - Articles 59-64 of the new Company Law
3. The minimum registered capital of a company limited by shares is 5 million yuan - Article 81 of the new Company Law
After the amendment of the Company Law in 2006, the provisions on distinguishing the minimum registered capital according to the company's business content were cancelled, the minimum registered capital of a limited liability company was reduced from 100000 to 500000 yuan to 30000 yuan, and the minimum registered capital of a joint stock limited company was reduced from 10 million yuan to 5 million yuan. It does not adopt the authorized capital system, but allows the capital of both companies to be paid in installments instead of being paid in full at one time. It only requires that the initial capital contribution of all shareholders should not be less than 20% of the registered capital (the initial capital contribution should not be less than the minimum registered capital), and the rest must be paid in two years, of which the investment company can pay in five years. In 2014, the new Company Law changed the paid in capital verification system to the approval system, and only 27 financial related enterprises still need to verify their registered capital.
In judicial practice, the recognition and treatment of the company's registered capital should be based on the actual situation. If the treatment and determination of the relevant situation is unclear, the company can consult with the industry and commerce administration department according to the prescribed standards when registering the company. If the registered capital does not meet the relevant laws and regulations, the legal person should also be held accountable.
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