|
Welcome Guest
|
|
You are using Guest Account
|
|
||||||||||||||||||||||||||||||||||
|
Article 1. With a view to strengthening the administration of the registration of the registered capital of companies and regulating the registration acts of companies, the present Provisions are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to the Company Law) and the Regulations of the People's Republic of China on the Administration of Company Registration (hereinafter referred to the Regulations on the Administration of Company Registration). Article 2. The registered capital of a company is the amount of contributions actually paid or subscribed to by all shareholders or promoters lawfully registered in a company registration organ. Article 3. A company registration organ shall register the registered capital according to the laws, administrative regulations and other relevant provisions of the state. It shall register the registered capital if it meets pertinent requirements; it shall reject to do so if the registered capital doesn't meet pertinent requirements. Article 4. A company's amount of registered capital and ways of capital contributions of the shareholders or promoters shall be in line with relevant laws and administrative regulations. Article 5. The company establishment registration or registration for modifying registered capital shall be subject to capital verification by a legal capital verification institution, which shall issue a capital verification certification. Article 6. With regard to a capital contribution that shall be subject to assessment-based pricing in accordance with the Company Law, after a qualified asset evaluation institution has completed the pricing by assessment, the said capital contribution shall be verified by a capital verification institution. Article 7. A company shareholder or promoter shall pay the capital contribution in his own name. If he makes a capital contribution in kind, industrial property right or know-how, he shall have the ownership thereof. If he makes a capital contribution in land use right, he shall hold the land use right. Article 8. In the establishment registration of a company, if a shareholder or promoter makes monetary contribution, he shall deposit enough money into a temporary bank account opened by the to-be-established company. Article 9. In the establishment registration of a company, if any capital contribution is made in kind, industrial property, know-how or land use right, the matters relating to the transfer of the aforesaid capital contribution shall be stipulated in the articles of association, and the transfer formalities shall be gone through within 6 months after the establishment of the company in accordance with relevant regulations, and relevant information shall be reported to the company registration organ for archival purposes. Article 10. Of the registered capital, the proportion of the capital contribution made by industrial property right or know-how upon pricing shall be in line with relevant regulations of the state. If the industrial property right or know-how falls within the scope of high and new technological achievements prescribed by the state and the assessed price exceeds 20% of the company's registered capital, it shall be acknowledged by the scientific and technological administrative department at the province level or higher. Article 11. A capital verification certification for the establishment of a company shall contain: (1) name; (2) type of company; (3) name of the shareholders or promoters; (4) amount and way of capital contribution of each shareholder or promoter; as for a company limited by shares that is established by raising funds, it shall clearly specify each promoter's shares and his proportion in the total shares of the company; (5) actual capital contributions made by the shareholders or promoters. If a monetary contribution is made, it shall specify the time, amount, bank, temporary bank account and account number. If a non-monetary contribution is made, it shall specify the information about the ownership, transfer, commitment, or evaluation, the evaluation and evaluation result of the capital contribution in kind, industrial property right, know-how or land use right, and proportion of the aforesaid capital contribution in the registered capital; and (6) other matters. Article 12. When a company increases its registered capital, if a monetary contribution is made, the shareholder or promoter shall deposit enough money into the bank account of the company and subject to the capital verification of a capital verification institution; if a capital contribution is made in kind, industrial property right, know-how or land use right, the shareholder or promoter shall be subject to the evaluation and capital verification by an evaluation institution and a capital verification institution after he goes through the property transfer formalities. Article 13. When a company reduces its registered capital, it shall comply with the procedures of the Company Law. The registered capital after reduction shall reach the minimum amount prescribed in the law and administrative regulation and shall be subject to capital verification of a capital verification institution. Article 14. When a company changes the registered capital, it shall modify its articles of association. Article 15. The capital verification certification for the changed registered capital shall contain: (1) name; (2) names of the shareholders or promoters prior to and after the change; (3) amount and way of capital contributions of the shareholders or promoters prior to and after the change; (4) amount of the registered capital prior to and after the change; (5) actual capital contributions increased by the shareholders or promoters. If a monetary contribution is made, it shall specify the time, amount, bank, temporary bank account and account number. If the contribution is made in kind, industrial property right, know-how or land use right, it shall specify the information about the transfer of property rights and the evaluation; if the registered capital is increased by means of any capital reserve, surplus reserve or undistributed profit, it shall specify the amount, the date on which the company implements the benchmark, the adjustments of the financial statements, the actual information about the pertinent items of the financial statements prior to and after the increase, and the amount of capital contributions of the shareholders after the increase; and (6) if the registered capital is reduced, it shall specify the information about the company's implementation of the procedures prescribed in the Company Law, and the information about the shareholders' liquidation and guarantee of the debts of the company. Article 16. After the establishment of a company limited, if the actual value of capital contribution in kind, industrial property right, know-how or land use right is apparently less than that specified in the articles of association of the company, the shareholder who uses it as capital contribution shall make up the margin. The investment in kind, industrial property right, know-how or land use right shall be re-priced by assessment. The registered capital of the company shall be verified again and the capital verification institution shall issue a capital verification certification. Article 17. With regard to a shareholder of a limited liability company who makes capital contributions in kind, industrial property right, know-how or land use right, if he fails to go through the property right transfer procedures within the specified time limit, he shall make up the amount of capital contribution by other means. The shareholders' meeting shall make a resolution about the makeup of the capital contribution by other means. With regard to a promoter of a company limited by shares who makes capital contributions in kind, industrial property right, know-how or land use right, if he fails to go through the property right transfer formalities within the specified time limit, he shall make up the amount of capital contribution by other means. The shareholders' meeting shall examine and verify the price of the property used by the promoter as payment for shares. The capital contribution made by a shareholder or promoter shall be in line with the present Provisions, shall be subject to verification by a capital verification institution, which shall issue a capital verification certification, and shall be reported to the company registration organ for archival purposes. Article 18. After the establishment of a company, if the company registration organ finds that the company involves any false registered capital, it may demand the company to accept verification at a capital verification institution designated by it, and require it to submit a capital verification certification within a specified time limit. Article 19. With regard to a shareholder or promoter who makes non-monetary contribution, if he fails to undergo the transfer procedures in accordance with Article 9 of the present Provisions, or the capital contribution achieved by transfer is less than the amount of the registered capital stipulated in the articles of association of the company, the said capital contribution shall be deemed false. Article 20. Where a shareholder or promoter fails to pay monetary contribution or doesn't effect the transfer formalities for non-monetary contribution in pursuance of pertinent provisions, or a company falsely reports the registered capital, or a shareholder or promoter makes false capital contribution, or a shareholder or promoter withdraw the capital contributions after the company has been established, he (it) shall be subject to punishment by the company registration organ. Article 21. Any capital verification institution or asset evaluation institution, which issues any false certification document, shall be subject to punishment by the company registration organ in accordance with the law. Article 22. The present Provisions shall apply to the administration of the registered capital of foreign-funded enterprises, unless it is otherwise provided for in the law or administrative regulation. Article 23. The present Provisions shall, by analogy, apply to the administration of the registration of the registered capital of state-owned enterprises that are subject to registration according to the Regulations of the People's Republic of China on the Administration of Enterprise Legal Person Registration. Article 24. The present Provisions shall be implemented as of July 1, 2004. The Interim Administrative Provisions on the Registration of Companies' Registered Capital issued by the State Administration for the Industry and Commerce on December 18, 1995 shall be simultaneously abolished. |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
|
Copyright 2002 NovexCn.com
|