Analysis And Handling Suggestions On The Withdrawal Of Registered Capital

(1) analysis of phenomena and causes. In the face of Financial staff At the scene of the consultation, there are several questions about how to escape the registered capital and how to solve it. This shows that the withdrawal of registered capital has become a common phenomenon in China's small and medium-sized private enterprises. In private, there are two reasons: first, the overlord is hard to bow, and under the condition that the investor is unable to do so, the "loan company that has no conditions to create conditions" will be transferred to the registered capital. The two is that some intermediary companies are adding fuel to the flames, launching the preferential service of the "registered capital" registration company, and then completing the registration of the registered capital so as to make the newly registered company become a veritable "empty shell".

(2) behavior and policy analysis. Withdrawal of registered capital One of the obvious characteristics is the "integer rotation" - for example, the registered capital of 2 million yuan, after the completion of the company's registration, it will take 2 million yuan in one stroke, leaving only a small amount of interest on the books. There are roughly three names for the transfer: one is borrowing, but the loan has not been returned for many years, and there is no interest income. The two is to buy things, but the purchase of goods must have inventory corresponding, it is difficult for enterprises to find the corresponding inventory. The three is investment, but this investment is like "meat buns beating dogs". In a word, these enterprises that run out of registered capital are full of loopholes, and it is hard to justify themselves on the books.

According to our country company law Under the relevant regulations, once a shareholder has fulfilled his obligation to invest, his capital contribution is transferred to the company's property. In fact, the shareholders' withdrawal funds are illegally appropriation of the company's property and bear the corresponding economic responsibility or criminal responsibility.

1) economic responsibility. In accordance with the 201st provisions of the company law of the People's Republic of China and the seventy-first provision of the People's Republic of China Company Registration Administration Ordinance, the company's promoters and shareholders shall be ordered to rectify the company's registration authority after the company has been established, and shall be fined not less than 5% but not more than 15% of the total amount of funds they have withdrawn from the company, and the minimum penalty shall not be less than 10000 yuan.

2) criminal responsibility. According to the provisions of the Supreme People's Procuratorate and the Ministry of public security promulgated in April 18, 2001 on the standards for prosecution of economic crime cases, the company's sponsors and shareholders should withdraw their capital contributions after the establishment of the company, and should be prosecuted for one of the following circumstances:

(1) the total amount of direct economic losses caused by false capital contributions and capital contributions to the company, shareholders and creditors is between 100 thousand yuan and 500 thousand yuan.

(two) although not up to the above standards, it has one of the following circumstances: (1) the company is insolvent or unable to operate normally; secondly, the company's initiators and shareholders colluded in the form of false capital contributions and flight capital contributions; third, because of false capital contributions and flight capital contributions, they were subjected to more than 2 administrative penalties, and they made false contributions and fled their capital contributions.

In accordance with the 159th provision of the criminal law of the People's Republic of China, the company's sponsors and shareholders withdraw their capital contributions after the establishment of the company, with huge amounts, serious consequences or other serious circumstances. They shall be sentenced to fixed-term imprisonment of not more than 5 years or criminal detention, and shall also be entitled to a false amount of funds or a fine of more than 2% or 10% of the amount of funds being withdrawn. If a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the person directly in charge and other persons directly responsible shall be sentenced to fixed-term imprisonment of not more than 5 years or criminal detention.

However, the present situation is: if there is only the fact that the withdrawal of funds has not resulted in the consequences, even if the amount of money being withdrawn is huge, it will not be convicted and punished according to the existing laws and policies.

(three) processing recommendations. For the purpose of escaping the registered capital, we should give suggestions in specific situations.

1) a company with capital turnover capability or financing capability should first return the registered capital that has been withdrawn. This money is borrowed to make up for the withdrawal of registered capital, and you bear at most the interest cost rather than the high penalty.

2) if there is no capital operation capacity, especially the empty shell companies that are registered by the intermediaries, if they want to avoid risks, they can only "re start the other big drums" - write off the shell companies (if they do not write off the adverse effects on the legal representative), and re register the new company with their best efforts. The registered capital of the new company is real, otherwise you will have endless trouble.

3) there is another trend to tell you: tax collection and management departments in some areas govern the withdrawal of registered capital in accordance with the tax system. According to the current practice of tax collection and management, we have collected 20% of the personal income tax on the private enterprise's undistributed profits over 1 years (no profit has been allocated), which is regarded as dividends, and the natural persons' shareholders who have borrowed more than 1 years from the company are also regarded as dividends. At the same time, 20% personal income tax is collected, and 1 to 5 times the fine and 5/10000 per day. There is no clear boundary between borrowing and withdrawal of registered capital. If the money escaping is recognized as shareholders' loan and regarded as shareholders' dividends, it will be 1 times the fine of 1 million yuan and 3 years, and the total amount of execution will also be around 500 thousand yuan. I believe no one can afford it. If you can't afford to run away with the registered capital, you may disappear.