What are the changes?

Compared with the old version, the new company law has nine changes:

1.Full payment of the registered capital for five years

The subscription system has been changed to the deadline pay-up system, and the scope of application includes not only the newly established companies, but also the stock companies. The resulting fiscal and tax problems include: more stamp duty, bridge funds caused by shareholder borrowing, free borrowing more.

2.Contribution of non-monetary assets

The way of investment is listing two kinds of non-monetary assets, including equity and creditor’s rights, and financial personnel should pay attention to the tax-related policies of non-monetary assets investment and transfer of non-monetary assets.

3.The maturity of the subscribed capital contribution is accelerated

Although Article 47 of the Company Law stipulates that shareholders can pay the full amount of capital contribution within five years, if the company fails to pay off the debts due, the company or the creditors have the right to require the shareholders in order to pay the capital contribution in advance.

4.Shareholders can consult the accounting vouchers

The new company law has expanded the scope of shareholder audit, that is, the shareholders of a limited company can consult the accounting vouchers of the company, including both accounting vouchers and original vouchers.

5.Adjust the functions and powers of the board of directors of the LTD

The new Company Law deleted this item, which is good news. The financial budget and final accounts plan do not need to be on the board of directors, which is conducive to improving the efficiency of the budget and final accounts.

6.Transfer the equity of the outstanding investment period

The equity transfer agreement shall list the price corresponding to the invested equity and the price corresponding to the equity of the outstanding investment term respectively, so that the stamp duty can be paid less.

7.Clarify the profit distribution time

According to the provisions of article 17 of the implementation regulations of the enterprise income tax law, the legal person shareholder shall confirm the realization of the income at the date of the shareholders’ meeting of the invested enterprise.

8.Capital reserves can cover the losses

For the first time, it is clear that the capital reserve can be used to make up losses, but after the order of surplus reserves making up losses. Note that the compensatory loss up here is the accounting concept, not the corporate income tax concept.

9.The accounting firm has the right to decide the dismissal

Article 169 of the original Company Law stipulates that only the shareholders’ meeting and the board of directors can decide the employment and dismissal of an accounting firm, and the new Company Law gives the board of supervisors the same authority.

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Set Up Joint Venture in China：https://www.zhishuogroup.com/register-joint-venture-in-china-product/

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