Administration for Industry and Commerce and Market Supervision of all provinces, autonomous regions, municipalities directly under the Central Government, cities with separate plans and sub-provincial cities:
The registered capital registration system reform plan issued by the State Council changed the annual inspection system of enterprises into the annual report publicity system of enterprises. Accordingly, the General Administration decided to stop the annual inspection of limited liability companies, joint stock limited companies, unincorporated legal persons, partnerships, sole proprietorship enterprises and their branches, foreign (regional) enterprises engaged in business activities in China and other business units from March 1, 214.
the administrative departments for industry and commerce at all levels should pay close attention to the preparation for the implementation of a series of new systems, such as the enterprise annual report publicity system, in accordance with the requirements of the registered capital registration system reform plan. It is necessary to widely publicize the significance of changing the annual inspection system of enterprises into the publicity system of annual reports of enterprises. It is necessary to further strengthen supervision according to the actual situation of local enterprises and economic development, investigate and deal with all kinds of violations of laws and regulations on enterprise registration management according to law, and earnestly perform supervision duties.
Interpretation of the Reform Plan of Registered Capital Registration System
1. Promoting the reform of registered capital registration system will benefit people's livelihood
The newly revised Company Law of the People's Republic of China (hereinafter referred to as the Company Law) and the Reform Plan of Registered Capital Registration System approved by the State Council (hereinafter referred to as the Plan) have made major adjustments around the company establishment system, greatly reducing the establishment of companies. To some extent, it redefines the boundaries of rights (powers) between government and society, government and enterprises, which is of great significance for accelerating the transformation of government functions, innovating government supervision methods, establishing fair, open and transparent market rules, and ensuring entrepreneurial innovation.
first, it is conducive to further optimizing the business environment. The reform measures have further relaxed the control of access conditions and greatly reduced the cost of starting a business, which can effectively stimulate investment enthusiasm, encourage entrepreneurship and promote employment, especially for the development of small and micro enterprises, especially innovative enterprises. This is very beneficial to consolidate the current stable and good economic development trend, and also meets the requirements of the development of new productive forces such as new technologies, new industries and new formats. The registered capital registration system is a basic system for the government to manage the economy and society. In the long run, this reform will further promote the market to play a decisive role in resource allocation, which is in line with the spirit of the "Decision on Comprehensively Deepening Reform" adopted by the Third Plenary Session of the 18th CPC Central Committee.
second, it is conducive to promoting the transformation of government functions. The reform measures highlighted decentralization, innovative supervision methods, strengthened collaborative supervision, and implemented departmental supervision responsibilities. The reform requires a shift from the intervention in micro-activities of enterprises to the supervision of market participants' behaviors and activities, and from the traditional "emphasizing examination and approval but neglecting supervision" to "wide access and strict supervision", which will promote the change of government management mode from pre-approval to post-event supervision, and is more conducive to the formation of a market order with loose access and fair competition. The deployment of such an overall reform work in the State Council has put forward high requirements for governments at all levels and government departments, and market players and entrepreneurs have benefited from it.
thirdly, it is conducive to promoting the construction of the credit system. From the "Proposal", the reform of the registered capital registration system requires changing the concept and method of supervision, strengthening credit supervision, collaborative supervision and social governance, and paying more attention to the use of information publicity, information sharing, credit restraint and other means to form a market supervision pattern combining departmental collaborative supervision, industry self-discipline, social supervision and subject autonomy. It is emphasized that while enterprises enjoy more convenient conditions given by the reform, they should also bear corresponding obligations and responsibilities such as information disclosure according to law. The implementation of these measures will effectively promote the disclosure of government information, thus promoting the construction of government integrity; Effectively enhance the transparency of information related to the business activities of market entities, ensure the safety of transactions, and thus promote the construction of business integrity.
second, implement the registered capital subscription registration system, relax the registration conditions of registered capital, and stimulate the entrepreneurial enthusiasm of market participants
The current registered capital registration system was gradually formed in the process of establishing and perfecting the socialist market economic system in China, and played an active role in cultivating market participants, ensuring transaction safety, and maintaining market order. Since the promulgation of the Company Law in 1992, the company system, a modern enterprise system, has developed rapidly in China and has become the most important form of enterprise development. According to statistics, by the end of January 214, there were 15,278,4 enterprises of various types in China, including 12,249, companies (including foreign-invested companies), accounting for 8.17% of the total enterprises. However, the disadvantages of paying attention to government control and high access cost in system design are increasingly apparent. According to the amendment of the Company Law and the Plan, the reform of the registered capital registration system will better solve the problems encountered in the actual operation of the current registered capital registration system, loosen the investors to the maximum extent, release their investment and entrepreneurial vitality, and better let the modern enterprise system serve the development of China's economy.
the core of the reform of the registered capital registration system is to change the registered capital from the paid-in registration system to the subscribed registration system, and to relax the registration conditions of registered capital. According to the decision on amending the Company Law and the Proposal deliberated and adopted at the Sixth Session of the 12th the National People's Congress Standing Committee (NPCSC), the company and its shareholders (promoters) have added a series of rights in the management of registered capital: First, they independently agreed on the total registered capital, canceling the restrictions of 3, yuan for a limited liability company, 1, yuan for a one-person limited liability company and 5 million yuan for a joint stock limited company, which means that in theory, they can "run a company with one yuan"; The second is to independently agree on the initial investment ratio of all shareholders (promoters) when the company is established, that is to say, in theory, it can be "zero down payment"; Third, independently agree on the mode of capital contribution and the proportion of monetary capital contribution, so that innovative enterprises such as high-tech, cultural creativity and modern service industries can make flexible capital contribution, increase the proportion of capital contribution in the form of intellectual property, physical objects and land use rights, and overcome the difficulty of insufficient monetary funds; Fourth, the time limit for shareholders (promoters) to make full capital contribution shall be agreed independently, and the capital contribution shall no longer be limited within two years, so as to improve the efficiency of capital use of shareholders (promoters) of the company. In the registration process, after the reform, the paid-in capital of the company is no longer regarded as an industrial and commercial registration item. There is no need to submit a capital verification report when registering a company. For entrepreneurs, the above-mentioned reform of the registered capital registration system means that the "threshold" of registered companies and the cost of starting a business are reduced to the maximum extent.
implementing the registered capital subscription registration system is the direction of the registered capital registration system reform. However, we have also noticed that 27 industries, including banking financial institutions, securities companies, futures companies, fund management companies, insurance companies, insurance professional agencies and insurance brokers, direct selling enterprises, foreign labor cooperation enterprises, financing guarantee companies, joint-stock companies established by public offering, labor dispatch enterprises, pawn shops, insurance asset management companies and microfinance companies, still implement the paid-in registration system of registered capital. In our opinion, this is mainly due to the fact that some specific industries have higher requirements for paid-in registered capital due to the particularity of their own industries and government management, especially from an international perspective, countries all over the world generally implement prudent supervision over financial institutions and require them to have a considerable amount of paid-in capital to maintain financial stability.
it needs to be emphasized that the implementation of the registered capital subscription registration system has not changed the provisions that shareholders of the company shall bear the responsibilities with the amount of capital subscribed, nor has it changed the forms of bearing the responsibilities. Shareholders (promoters) shall pay their capital contribution to the Company in accordance with the amount of subscribed capital contribution, the agreed mode of capital contribution and the agreed period of capital contribution, which are independently agreed and recorded in the Articles of Association. If shareholders (promoters) fail to actually pay their capital contribution as agreed, they shall bear civil liabilities according to the law and the Articles of Association. If the shareholder (promoter) fails to pay the capital contribution as agreed, the shareholder (promoter) who has paid the capital contribution in full on time or the company itself can hold the shareholder accountable. If the company has a debt dispute or is dissolved and liquidated according to law, the shareholders (promoters) who have not paid in full shall pay in full first. Therefore, this requires the shareholders (promoters) of the company to fully consider their own investment ability, make a rational commitment, and keep their promises.