Can The Company'S Registered Capital Be Reduced?

Q: I am a director of a pharmaceutical limited liability company.

The company was funded by several shareholders three years ago, with a registered capital of three million yuan.

At present, the company has assets of five million yuan, including a patent worth one million yuan.

Now a few shareholders want to recover their capital as soon as possible, others advocate direct return to capital, some argue that the registered capital will be reduced to one million and five hundred thousand yuan through the shareholders' meeting, and the value of patent right will be used as the amount of registered capital.

However, the general manager of the company objected to the fact that the company's assets were actually divided, and the company could not operate and could only be disbanded.

Is it lawful for shareholders to return funds?

Will shareholders of the company have the right to reduce capital?

What procedures are needed to reduce capital?

Hello.

The situation raised by you involves the change of the registered capital of the company.

In order to effectively protect the interests of creditors, countries have restrictions on the reduction of registered capital, and our country is no exception.

Now, I would like to make the following answers to your queries: 1. The direct return of funds to capital recovery is not feasible.

The registered capital of a limited liability company is the actual amount of capital contribution paid by the shareholders registered by the company registration authority when the company is established. It is the capital that the shareholder is responsible for the company with the amount of its capital contribution, and the company is responsible for the debts of the company with all its assets.

To this end, shareholders must pay the amount of capital contributions honestly, and they can not be reduced arbitrarily without a certain legal procedure.

The company law of our country stipulates clearly that "after shareholders register, they must not withdraw funds."

In addition to ordering corrections, the shareholders who have withdrawn capital shall be fined 5 to 10% of the amount of money they fled.

If a crime is constituted, criminal responsibility shall be investigated in accordance with the law.

Therefore, some shareholders of your company advocate that the direct return of funds is actually a kind of behavior of escaping funds, which is strictly prohibited by law.

Two, the company has the right to reduce capital, but it should be carried out in accordance with legal procedures.

The thirty-eighth law of the company law stipulates the 12 rights of the shareholders' meeting, including the right to make resolutions or increase the number of registered capital and to amend the articles of association.

It can be clear that the shareholders of your company will have the right to reduce the registered capital of your company, but it should be carried out in strict accordance with the legal procedures and perform the necessary change procedures.

One is to make capital reduction decisions by the shareholders' meeting.

The way of voting and voting procedures of shareholders' meetings are prescribed by the articles of association except in accordance with the law.

If the shareholders of the company exercise the right to reduce capital, they should make a resolution to reduce capital and must pass the shareholder who represents more than 2/3 shares.

The two is to amend the articles of association.

Since the registered capital is one of the main contents stated in the articles of association, after the capital reduction is made, it must also be decided by shareholders who represent more than 2/3 shares to amend the articles of association.

Three, we must compile the balance sheet and the inventory of assets.

This is also a procedure that the company must fulfill.

The 186th law of the company law stipulates that when a company needs to reduce its registered capital, it must compile a balance sheet and a list of assets.

The four is to notify creditors and make public announcements.

According to the company law, the company shall notify creditors within 10 days from the date of making a decision to reduce the registered capital, and make a public announcement at least 3 times in 30 days.

Within 30 days from the date of receipt of the notice, the creditor shall have the right to require the company to pay off the debt or provide corresponding guarantee within 90 days from the date of the first announcement.

The five is to change registration.

According to the law, if your company reduces its registered capital, it shall apply to the company registration authority according to law for registration of capital alteration.

In accordance with the relevant provisions of the company registration administration regulations, your company shall submit an application to the local company registration authority 90 days after the resolution or decision is made to reduce the registered capital. At the same time, it will submit a certificate of verification issued by a capital verification institution with a statutory qualification, a certificate of the company's announcement of at least 3 times of the company's registered capital in the newspaper, and explanations of the company's debt or guarantee.

Three, the amount of capital reduction should also be moderate.

The 186th provision of the company law stipulates that "the registered capital of a company after capital reduction is not lower than the minimum amount of registered capital."

The legal minimum limit for registered capital is clearly stipulated: the production and operation of the company is not less than 500 thousand yuan.

A company that mainly sells goods is not less than RMB 500 thousand yuan; the company mainly retailing retail is not less than RMB 300 thousand yuan; the number of scientific and technological development, consulting and service companies is no less than RMB 100 thousand yuan.

The above is the minimum requirement for the amount of registered capital.

Your company is a pharmaceutical company. It should belong to a company which is mainly run by production and operation, with a registered capital of not less than 500 thousand yuan.

And your company plans to reduce capital to 1 million 500 thousand yuan, which meets this requirement.

However, according to the legal provisions of the registered capital, the proportion of the patent technology of your company worth 1 million yuan in the registered capital of 1 million 500 thousand yuan is unlawful, which violates the legal provisions of the company law that the amount of investment in industrial property rights and non patented technology shall not exceed 20% of the registered capital of the limited liability company.

That is to say, in the registered capital of 1 million 500 thousand yuan, the value of patent technology is up to 300 thousand yuan.

The value of your company's patented technology is 1 million yuan, which is much higher than this limit, and the law is not allowed.

This will inevitably result in the lack of large amounts of working capital and no operation.

In fact, several shareholders do not need to recover capital for dividends or equity swap.