1. Is capital verification a necessary procedure in the new company law? Most companies no longer need to verify capital. Just go directly to the industrial and commercial bureau to register. The new Company Law has deleted Article 29 of the original Company Law. Article 29 of the original "Company Law" stipulates that after a shareholder makes a capital contribution, it must be verified by a legally established capital verification institution and issued with a certificate. This shows that the establishment of a new company in the future will no longer need to go through the capital verification procedures in the registration process. However, in the new Company Law, "if laws, administrative regulations and decisions of the State Council have provisions on the paid-in amount and minimum amount of registered capital, those provisions shall prevail." Relevant laws and regulations require companies in the following industries. Capital verification is also required: 1. Limited by Share Ltd established by offering: People's Republic of China (PRC) Company Law; 2. Commercial banks: People's Republic of China (PRC) Commercial Bank Law; 3. Foreign banks: Regulations of People's Republic of China (PRC) Municipality on the Administration of Foreign Banks; 4. Financial asset management companies: Regulations on Financial Asset Management Companies; 5. Banking Supervision Law of the People's Republic of China. Finance Company: Banking Supervision Law of the People's Republic of China. Financial Leasing Company: Banking Supervision Law of the People's Republic of China. Auto financing company: Banking Supervision Law of the People's Republic of China. Consumer Finance Company: Banking Supervision Law of the People's Republic of China 65444. Money brokerage company: Banking Supervision Law of the People's Republic of China 1 1, village bank: Banking Supervision Law of the People's Republic of China 12, loan company: Banking Supervision Law of the People's Republic of China 13, rural credit cooperatives: Banking Supervision Law of the People's Republic of China 14, Rural credit cooperatives: Banking Supervision Law of the People's Republic of China 15; Securities People's Republic of China (PRC) Securities Investment Fund Law 18; Insurance companies: People's Republic of China (PRC) Insurance Law 19; Insurance professional institutions and insurance brokers: People's Republic of China (PRC) Insurance Law 20; Foreign-funded insurance companies: Regulations on People's Republic of China (PRC) and Foreign Insurance Companies 2/KLOC. Direct selling enterprises: direct selling management regulations 22 pages. Foreign labor cooperation enterprises: regulations on the administration of foreign labor cooperation. Financing guarantee companies: Interim Measures for the Administration of Financing Guarantee Companies 24 pages. Labor dispatch enterprises: Decision 25 of the 28th executive meeting of the State Council. Pawnshop: The 28th executive meeting of the State Council decided. Insurance Asset Management Company: Decision 27 of the 28th executive meeting of the State Council. Small loan company: The 28th executive meeting in the State Council decided that in addition, foreign-funded enterprises need to verify capital in any industry and need to find an accounting firm to issue a capital verification report. Two. Matters needing attention for shareholders' capital contribution under the new company law (1) An enterprise shall subscribe for a reasonable amount of capital contribution according to its own strength. According to the new company law, the amount of capital contribution can be decided by the shareholders (promoters). Therefore, there is a view that shareholders (promoters) can subscribe for registered capital at will and fail to fulfill their capital contribution obligations indefinitely. In fact, even according to the revised company law, shareholders (promoters) still bear limited liability to the company within the scope of subscribed capital contribution. The scope of subscribed capital contribution is still the decisive factor to determine the responsibility scope of shareholders (promoters). And it does not mean that you can not fulfill your investment obligations indefinitely. You can agree on the investment period, but it doesn't mean that you don't need to bear the responsibility if you don't fulfill your investment obligations for a long time. Even if there is no mandatory statutory capital contribution period, the shareholders (promoters) who have fulfilled their capital contribution obligations still have the right to require the shareholders (promoters) who have not fulfilled their capital contribution obligations to undertake their capital contribution obligations. Therefore, when establishing a company, shareholders (promoters) should still rationally and objectively negotiate to determine the registered capital and investment period. Avoid unrealistically subscribing for capital contribution and violating the obligation of capital contribution without taboo, so as not to aggravate your own responsibilities and bear unnecessary liabilities for breach of contract. (2) Choose an appropriate mode of investment. According to the provisions of the new Company Law, the forms of capital contribution available to shareholders mainly include currency and physical objects, intellectual property rights, land use rights and other non-monetary properties, which can be valued in currency and can be transferred according to law. According to the provisions of the new law, combined with the actual operation, this paper analyzes the matters needing attention in various common modes of capital contribution. 1) What should I pay attention to in cash contribution? With monetary capital contribution, without any evaluation and pricing, the company can use monetary capital to purchase the required property, materials and patented technology for investment, pay various expenses and repay debts, which has great financial flexibility. At the same time, monetary investment generally does not have the problem of contribution premium, which can simplify the financial processing procedures. Therefore, money fund is the most common and direct investment method adopted by investors, and it is also the most acceptable investment method for enterprises. In this regard, shareholders should pay attention to the following matters when adopting monetary contribution: 1. If the source of capital contribution is property that does not enjoy the right to dispose of, and the parties dispute the validity of capital contribution, the people's court may confirm it with reference to the provisions of Article 106 of the Property Law. Where a company obtains its equity through monetary investment obtained from corruption, bribery, embezzlement, misappropriation and other illegal and criminal acts, it shall dispose of its equity through auction or sale when the illegal and criminal acts are investigated. According to the foregoing provisions, when examining the legality of capital contribution, we should pay attention to the legality of the source of capital contribution. Generally, we should pay attention to the following: ① The capital contribution comes from the property divided when another enterprise is dissolved, and whether the enterprise is liquidated according to law; (two) whether the investor pays income tax in accordance with the law if the capital contribution is made by dividends shared by other enterprises; (three) the capital contribution comes from borrowing funds, and whether the legal procedures for borrowing funds are fulfilled; (four) whether the source of capital contribution is illegal income or unjust enrichment; ⑤ Whether the investor has the right to dispose of the source of investment, and whether it includes some rights of others (such as * * * other * * same property owners, etc.). ), or whether there are disciplinary restrictions. 2. The exchange rate conversion and handling fee of the capital contribution cost may increase the capital contribution cost. Where the capital contribution is made in non-functional currency, it shall be converted into functional currency according to the prescribed exchange rate. However, due to the instability of the exchange rate, the capital contribution will suffer losses in the process of exchange rate conversion, which will increase the capital investment. In addition, because the bank's transfer fee is different from the fees charged by banks, depositors of foreign currency cash also need to pay the fee. Therefore, clearly stipulating the commitment of exchange rate and handling fee in the contract can avoid the loss and disputes of capital contribution and reduce the risk of insufficient capital contribution. When the investor's actual contribution exceeds the amount stipulated in the articles of association, the enterprise shall convert it into temporary liabilities, communicate with the investor in time, and make a decision on return or other treatment. 3. Handling formalities According to the provisions of the new law, if each investor contributes separately according to the proportion of capital contribution subscribed by each investor, the original customs declaration issued by the bank shall be provided separately. Each investor shall pay the capital contribution in full according to the investment time subscribed by each investor. In addition, the investor must be the investor specified in the articles of association. Therefore, when shareholders invest in a temporary bank account, they must draw it from their own account or deliver it in cash, and indicate "invested capital" or "contributed capital" in the column of "purpose/source of funds/summary/remarks" of bank documents. 2) What problems should be paid attention to in land use right investment? The Company Law stipulates that shareholders can use the land use right to make capital contribution at a fixed price. In many state-owned enterprises, land use right is their most precious asset, and it has also become the most important investment object in their shareholding system reform and company formation. In Sino-foreign joint ventures, the land use right has also become the most frequent and common investment form for China investors. It is an important legal feature of such enterprises that China takes the land use right as the cooperation condition and foreign investors take the capital investment as the cooperation condition. Due to the complexity of land use right in China, land investment is quite complicated in company practice and judicial practice. In general, we should pay attention to the following matters: 1. First, land investment is the right to use, not ownership. In China, land is a very special property, and only the state and collective organizations can become the main body of land ownership. Therefore, any enterprise's right to land is only the right to use, not the ownership. When an enterprise invests in land, the object of investment is the right to use, not the ownership. Two, the land use right for investment must be state-owned land, and has been paid to sell. According to the current law, only the right to use state-owned land can be transferred as property rights. Therefore, if the collectively owned land is used for foreign investment, the collective land must first be converted into state-owned land through "bidding, auction and hanging". Secondly, in China, there are still some cases where state-owned land left over from history is allocated to state-owned enterprises free of charge. According to the law, the land obtained free of charge from the state cannot be used as capital contribution, and the land transfer fee must be paid to the state first. Investors contribute capital by allocating land use rights, and there is a risk that they are found not to fully fulfill their investment obligations according to law. Third, there should be no right burden on the land use right used for capital contribution. In other words, the land use right must be clean, and there is no mortgage and other rights burden, otherwise it may be devalued by other rights holders or even lose its investment value completely. This kind of defective right will make the investment of investors or shareholders untrue, which violates the principle of capital determination determined by the company law, and will harm the interests of other investors internally and creditors externally. The investor contributes capital with the mortgaged land use right, and there is a risk that it is found that it has not fully fulfilled its capital contribution obligations according to law. 2. Performance delivery and property right registration are two inseparable aspects of land use right investment. In addition to the actual transfer of land to the company, it is also necessary to register the transfer of land use rights. Only after the company is registered can it obtain the true, complete and exclusive land use right, and the investors can fully fulfill their investment obligations. In practice, it is quite common that only the land is actually delivered without property right registration or only the land is registered without actual delivery, all of which belong to partial or incomplete performance of capital contribution obligations. Undelivered land means that the investor occupies the company's property and damages the company's property interests. Failure to register property rights means that the investor reserves the right to land, and the company's possession and utilization of land lacks legal effect, and there is a risk of recourse at any time. 3. Tax Cost If an enterprise invests in real estate, it will handle different investor tax calculation problems according to different taxes. To sum up, after the introduction of the new company law, not all companies need to carry out capital verification, and some companies only need to go to the industrial and commercial bureau to go through the relevant registration procedures. Compared with the previous company law, this law has reduced unnecessary troubles and more perfectly protected the rights and interests of various companies, which is of progressive significance.