Read in one second: the practical operation of increasing capital and shares of enterprises!

There is no marketing in this article , It's full of dry goods , Big data is our strong support , But the real reliability . I hope you have finished reading , Can fully understand the enterprise ​ ​ Capital increase and share expansion ​​ Practical operation of ！

One 、 The purpose of capital and share increase

1、 Raise working capital , Expand the scope of consumption . startup 、 Small and medium-sized enterprises expand the scope of consumption , Need to raise consumer operating funds from time to time . And in all ways of financing （ Including bank loans 、 Private lending 、 Physical mortgage 、 Equity pledge, etc ） In , The financing cost of capital increase and share expansion is the lowest , And the feasibility and repeated utilization rate are also high .

2、 Adjust shareholder structure and shareholding ratio . The company develops according to the internal and external conditions , It is necessary to adjust the shareholding structure of the company and the shareholding ratio among shareholders from time to time , The purpose of perfecting the corporate management structure . The result of capital and share increase is that the equity of some shareholders is diluted , The proportion of shares held by some shareholders has increased , Therefore, it has become an important means for the company to adjust its equity structure and shareholding ratio .

3、 Improve the company's reputation , Obtain legal qualification . The purpose of capital increase and share expansion is to expand the scope of the company , Naturally, it will improve the reputation of the company . meanwhile , For specific operation purposes, the company needs to reach a certain amount of registered capital and obtain specific legal qualifications . Therefore, companies whose partial registered capital does not meet the standard must stop increasing capital and shares .

4、 Introduce strategic investors . The company needs funds for development , Investors bring money and , Technology will also be introduced 、 product 、 Management experience and purchase and sales network , So as to enhance the competitiveness of the company .

Two 、 Capital increase and share expansion ≠ Equity transfer

Equity transfer refers to the company's shareholders' paid transfer of their shareholders' equity to others . Ideally, it often presents a mixed situation of capital increase and share expansion and equity transfer , In fact, there are several differences between the two ：

1、 The transferee of capital in equity transfer and capital increase is different . The funds for equity transfer shall be received by the shareholders of the transferred company , The nature of the fund is the consideration for equity transfer ; And it is the company that obtains the capital in the capital increase , Not a particular shareholder , The nature of the fund is the capital of the company .

2、 Investors have different rights and obligations to the company . After equity transfer , When the investor obtains the position of shareholder of the company , Not only inherited the rights and interests of the original shareholders in the company , It shall also assume the corresponding obligations of the original shareholders ; Whether the investors in the capital increase and share expansion can be the same as the original shareholders , Undertake the previous obligations , To be agreed by the parties .

3、 After the completion of the capital contribution , Changes in registered capital of the company . After equity transfer , The registered capital of the company does not change ; After the capital increase and share expansion , The registered capital of the company is bound to change .

4、 After the capital increase and share expansion, the tax capital of the company's original shareholders' equity remains unchanged , After the equity transfer, the tax capital of the original shareholders of the company will change . As the capital increase and share expansion will lead to the dilution of the original shareholders' equity , But it does not affect the tax base of the original equity , The paid in capital and capital reserve increased to the enterprise belong to the capital newly invested by the shareholders , No corporate income tax will be levied on the investment funds of shareholders ; Equity transfer: after the original shareholder obtains the transfer capital , Recognition of tax capital and related taxes deducted from equity “ Income from transfer of wealth ” Collect income tax , However, the amount that may be distributed according to the equity in the retained earnings of shareholders such as the undistributed profits of the invested enterprise shall not be deducted , At the same time, the tax base of the original shareholders' equity shall be adjusted according to the proportion of equity transfer .

( Attention ：《 Contract law 》 Rule 44 , The equity transfer contract shall come into force upon its establishment . Ideally, the effectiveness of the equity transfer contract does not mean that the equity transfer takes effect at the same time . Relevant procedures after the equity transfer agreement is signed shall be completed for the equity transfer to take effect . Besides , If the target company is a Sino foreign joint venture , Then whether the company's capital increase or share expansion or equity transfer shall be approved by the inspection authority .)

3、 ... and 、 The process of capital and share increase of a limited liability company

1、 The board of directors formulated a plan for capital and share increase . The content of the capital and share increase plan includes the purpose 、 The way 、 Amount of capital increase 、 Program 、 The person in charge, etc , It shall be submitted to the shareholders' meeting for deliberation after being voted by the board of directors .

2、 The shareholders' meeting deliberated on the plan of capital and share increase and stopped the resolution . The resolution to increase the registered capital is a special resolution of the company , To be approved by the representative 2/3 The shareholders with the above voting rights have passed . Besides , There are two more points to note .

（1） A wholly state-owned company increases its registered capital , It shall be decided by the board of directors or the institution implementing the responsibilities of the contributor ; If a wholly state-owned or holding company ceases to increase its shares, it shall also be reported to the state-owned assets supervision and administration department for approval , If a financial enterprise ceases to increase its capital and shares, it shall also report to the corresponding financial regulatory authority for approval , The increase of capital and shares of foreign-invested enterprises shall also be reported to the original examination and approval department for approval .

（2） When it comes to the increase of registered capital with undistributed profits and statutory reserve funds , It is necessary to employ a certified public accounting firm to stop auditing the financial statements , Confirm the company's financial situation as the basis for increasing the registered capital .

3、 Pay capital contribution . Investors can pass through the currency 、 Material object 、 Intellectual property rights and land use rights . And with the accumulation fund 、 The undistributed profits are converted into registered capital , If there are no special rules in the articles of association , It shall be in accordance with the proportion of capital contribution actually paid by the shareholders . A dry article in the financial circle 、 Module knowledge 、 The practical courses will help you become a powerful person in the financial sector ！ Welcome to pay attention to the financial dry goods official account .

4、 Capital verification . After the shareholder pays the capital contribution , The capital shall be verified by a legally established capital verification institution and a certificate shall be issued . The main content of capital verification includes whether the change of the company's registered capital is legal 、 real , Whether the accounting treatment is correct .

5、 Hold a shareholders' meeting to elect additional directors 、 The supervisors , Amend the articles of association ; Convene the board of directors , Reorganize the management of the company . After the capital verification , The company shall convene a shareholders' meeting , Complete the co election and amendment of the articles of association ; And it should be on the new board , To stop the reorganization of the company's management . Last , The amendment of the register of shareholders and the issuance of the capital contribution certificate shall be suspended in accordance with the resolution of the shareholders' meeting .

6、 Industry and Commerce changed their minds and cancelled . The company needs to go to the industrial and commercial department to go through the procedures for the cancellation of the registered capital change and the election of new directors 、 The supervisor's filing procedures and going to the bank 、 The tax department shall go through the corresponding procedures for changing one's mind .

Four 、 The way of capital increase of a limited liability company

1、 The undistributed profits of the company 、 Increase of registered capital by conversion of public accumulation fund . According to the rules of law , The company's after tax profits must first be used to compensate losses and withdraw legal accumulation funds （ The extraction ratio is 10%, The accumulative amount of the company's statutory accumulation fund exceeds the company's registered capital 50% Of , Can no longer extract ）, Then the remaining profits are distributed to the shareholders .

And the profits that the company distributes to its shareholders , After the resolution of the shareholders' meeting, it can be used to increase the registered capital 、 Increase the capital contribution of shareholders , The premise is that the retained statutory reserve fund shall not be less than... Of the company's registered capital before the increase 25%.

2、 Shareholders increase their capital contribution . The shareholders of the company can also invest monetary or other non monetary wealth into the company , Directly increase the registered capital of the company . The currency shall be deposited into the bank account established by the company , Non monetary capital contribution requires wealth transfer procedures .

3、 New shareholders invest in shares . When increasing capital and shares , Investors can become new shareholders of the company through investment . The price at which the new shareholder invests , The common calculation method is based on the ratio of the company's net assets to the registered capital , Part of the premium is included in the capital reserve .

5、 ... and 、 Precautions for capital increase

1、 Monetary contribution ：

（1） New shareholders （ investors ） When opening a bank account to invest capital, it shall be noted in the bank documents “ Investment funds ”;

（2） Each shareholder shall invest the capital in proportion to their subscribed capital contribution , Original bank statements are required .

2、 In kind 、 Intellectual property 、 Land use right, etc ：

（1） The material object used for investment is everything for the investor , Without any guarantee or mortgage ;

（2） Non monetary contribution , The shareholders or promoters shall have corresponding all rights or use rights to them ;

（3） The contribution made in kind or intangible assets shall be evaluated , And provide evaluation report ;

（4） Non monetary capital contribution shall be transferred and transferred according to relevant rules after investment and reported for record .

3、 The proportion of registered capital converted from undistributed profits ：

（1） The proportion of conversion to growth is too high , Will affect the company's book performance （ Mainly profit margin ）;

（2） The undistributed profit transferred to increase shall be deducted from the accrued depreciation and the payable taxes , Once the conversion rate is too high , It will involve a large amount of depreciation and tax adjustment .

4、 Capital increase and share expansion stopped for the purpose of listing ：

《 Management method of initial public offering and listing 》 Rules the issuer shall, after the establishment of the company limited by shares , The duration of operation shall be 3 In the above , Except those approved by the State Council . A limited liability company is converted into a joint stock limited company according to the original book net asset value , The continuous operation time can be calculated from the date of establishment of the limited liability company ; And the issuer's recent 3 During the year, the main business and directors were suspended 、 Senior management should not make serious changes , People who practice control cannot change their mind .

So within a certain period of time , A director of a company whose purpose is to stop capital increase and share expansion 、 Senior managers and practice controllers should not change their minds , The main business of the company shall not undergo serious changes .

5、 The difference between the three types of public accumulation funds converted into registered capital ：

（1） The legal accumulation fund is converted into registered capital , The reserved accumulation fund shall not be less than... Of the company's registered capital before the increase 25%;

（2） The capital reserve is converted into registered capital , It is required to make a detailed analysis according to the accounting system implemented by the company ;

（3） Wanton conversion of public accumulation fund into registered capital , Can be fully increased .

6、 Preemptive rights of shareholders of a limited liability company ：

The shareholders of a limited liability company shall have the priority to subscribe for the capital contribution in accordance with the proportion of the paid in capital contribution when the company increases its capital and shares , Unless otherwise agreed . If there are new shareholders （ investors ） Stake in , The original shareholder of the company declares that he / she waives all or part of his / her preemptive capital contribution rights .

7、 The tax issue of increasing capital and shares ：

Increase the registered capital with undistributed profits and willful accumulation fund , Is a dividend 、 Dividend distribution . Amount of converted capital obtained by natural person shareholders , Should be taxed as personal income （ Corporate shareholders are exempt from tax ）.

The undistributed profits used for the increase shall be deducted from the amount of tax payable as of the time point of reproduction , As the company may not pay taxes on time , Or the payment date is later than the increase date , The corresponding tax shall be deducted first when increasing capital and shares .

8、 Open a special bank account for capital verification ：

In order to protect the rights and interests of investors , It has successfully passed the capital verification , When increasing capital and shares , If the new shareholders contribute in currency , The company shall open a special account for capital verification . The purpose of capital verification is to verify whether the alteration of the company's registered capital conforms to the legal procedures , Whether the increase of registered capital is real , Whether the relevant accounting treatment is correct .

Attention ： New shareholders （ investors ） In the case of a legal person , The total amount of investment shall not exceed the proportion of net asset investment stipulated in the articles of association .

6、 ... and 、 The main contents of the capital increase agreement

1、 investors （ New shareholders ） The amount of investment and the proportion of its subscribed capital contribution , And the shareholding ratio of each shareholder after the investor has paid the capital contribution to the company ;

2、 The mode of capital contribution of the investor , The amount and time of contribution of each installment shall be indicated ;

3、 Before signing the capital increase agreement , The two sides （ I.e. new shareholders and original shareholders ） A letter of intent and a confidentiality agreement will usually be signed between them , And stop dereliction of duty investigation and asset evaluation . Therefore, the capital increase contract must also include the description of the company's assets and relevant confirmation 、 The terms of the original shareholders' statement and guarantee ;

4、 The party who understands the delivery time of shareholders' equity and obligations, as well as the formalities and expenses ;

5、 Understand the debt before the delivery time （ Including all situations that may lead to debt attack ） The way of undertaking ;

6、 Understand the management organization of the company after the capital increase , Including the board of directors 、 The general manager and others are sure to choose , And the suspension of amendments to the articles of association shall also be reflected in the capital increase agreement ;

7、 Understand profit distribution 、 Voting matters 、 Liquidation, etc , The ways and procedures for assuming the obligation of breach of contract ;

8、 Other special settings . Such as the terms of gambling .

7、 ... and 、 Information required for capital increase

1、 The information required for the cancellation of business changes ：

（1） The original of the original and duplicate of the business suspension license ;

（2） Original organization code ;

（3） Original tax cancellation certificate ;

（4） official seal 、 Financial chapter 、 Name stamp ;

（5） Original legal person id card ;

（6） The original articles of association ;

（7） A copy of the original capital verification report ;

（8） Original certificate of opening an account .

2、​ ​ Equity transfer ​​ Materials required for notarization :

（1） Share transfer agreement ;

（2） Materials of the company where the Transferred Equity is located ： The original of the original and duplicate of the business suspension license 、 Original articles of association 、 Original capital verification certificate when the company was established 、 Resolutions of the shareholders' meeting of the company 、 Statement of other shareholders waiving the preemptive right ;

（3） Transferee 、 Identity information of the transferor ;

（4） Transferor 、 The transferee is a legal person enterprise in mainland China ;

（5） The original of the original and duplicate of the business suspension license 、 Original articles of association ;

（6） Certificate of legal representative and ID card of legal representative ;

（7） Resolution of the board of directors or shareholders' meeting of the company approving the transfer or transfer of equity ;

（8） If the transferor 、 The legal representative of the transferee cannot notarize in person , A notarized letter of request is also required ;

（9） If it is a non Shenzhen enterprise , The foregoing materials shall be notarized ; Hong Kong company , It shall be notarized by a Hong Kong lawyer entrusted by the Ministry of justice of the people's Republic of China , And has been served by Chinese law ( Hong Kong ) Limited company handles the transfer ; Macau company , Notarization is required in Macao , And has been served by Chinese law ( Macau ) Transmitted by the company ; A Taiwan company shall be notarized by a notary public in Taiwan , And sent by Taiwan Straits Exchange Foundation ; The foreign company is notarized by the local national notary , Certified by the Chinese embassy or consulate in that country .

3、 Information required by the market surveillance authority :

（1） Application for cancellation of the company's change of plans ;

（2） The letter of request and the identity certificate of the handler ;

（3） The resolution of the shareholders' meeting ( Resolution approving the transfer of equity . Transferred to a third party , Require the consent of more than half of other shareholders ; Or submit a written notice of equity transfer from the transferring shareholder to other shareholders );

（4） Amendments to the articles of association ( Signature of the shareholder after the transfer );

（5） Equity transfer agreement ;

（6） Identification of new shareholders ( Original to be inspected );

（7） The original and all copies of the company's business suspension license .

4、 Information required for cancellation of tax change ：

（1） Signed by the legal person 《 Company information checklist 》 and 《 Tax cancellation change table 》

（2） A copy of the business license ( Seal 、 Check the original )

（3） state tax 、 Certificate of cancellation of local tax 、 Copy original

（4） A copy of the amendment to the articles of association ( Seal 、 Check the original )

（ Attention ： The cancellation of tax change shall be made after the cancellation of industrial and commercial change 30 Handled within days .）