The registered capital of Shenzhen company has not been paid in full，Can I apply for cancellation?

The registered capital of Shenzhen company has not been paid in full，Can I apply for cancellation? Recently a friend asked the editor，Processing company cancellation，encountered a problem：The company’s registered capital has not been fully paid up，Can I apply for deregistration? For this problem，The editor first searched online，turn out，There are people who say yes and no。And the strange thing is，Even on some well-known lawyer service platforms，Many practicing lawyers actually gave completely different answers。

Judging from the number of answers，Those who think it is necessary to pay in full first

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most。But is this really the answer? Considering that this problem may also be bothering many customers,。In this regard，The editor rephrases this question，Discuss and analyze：When the company cancels，Do I need to pay in full the registered capital?

one、We know that company cancellation does not require full payment of registered capital.，The two most important regulations governing company cancellation are the Company Law、"Company Registration Management Regulations"，In these two rules，Involving company cancellation conditions and

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The main legal provisions are as follows：

1. There are two main provisions involving company cancellation in the "Company Law" and "Company Law"：
2. Article 179："The company was dissolved，Company deregistration should be handled in accordance with the law”‘；Legal circumstances under which a company should be dissolved，Article 180 of the Company Law enumerates as follows:：(one) Expiration of the business period specified in the company's articles of association，or other reasons for dissolution stipulated in the company's articles of association arise.；(two) The shareholders’ meeting or shareholders’ general meeting resolves to dissolve；(three) Dissolution due to company merger or division；(Four) Business license revoked according to law、Ordered to close or revoked；(five) The People's Court shall be dissolved in accordance with the provisions of Article 183 of this Law (Xingyuan International Note：That is, liquidation designated by the People's Court)。
3. Article 188："After the liquidation of the company，The liquidation team shall prepare a liquidation report，Report to shareholders meeting、Confirmed by the general meeting of shareholders or the people's court，and submit it to the company registration authority，Apply to cancel company registration，Announcement of company termination。”
4. "Company Registration Management Regulations" and in the "Company Registration Management Regulations"，Regarding company cancellation, the regulations basically reiterate the relevant principles and provisions of the "Company Law"。

at the same time，Further refine the cancellation procedures in some cases："The company's business scope falls within the scope of the law、Projects that require approval according to administrative regulations or decisions of the State Council are revoked、Revoke a license or other approval document，or license、Other approval documents have expired，Should be self-revoked、revoke license、Other approval documents or licenses、Within 30 days from the expiry date of other approval documents，Apply for change of registration or handle deregistration in accordance with the provisions of Chapter 6 of these Regulations."。

It can be seen in combination with the above provisions，"Company Law"、The "Company Registration and Management Regulations" only stipulate the circumstances under which a company should be cancelled.，There is no provision that “if the full capital contribution is not paid,，The company cannot be deregistered”。It can be seen from this，Has the company paid in full its registered capital?，It has no mandatory connection with whether the company can apply for cancellation.，Regardless of whether the company has paid up its registered capital，None of this will affect the company’s right to apply for deregistration in accordance with the law.，The industrial and commercial authorities should not refuse this。

So，Is it "when the company is deregistered?"，"Shareholders don't need to pay up their capital"? The answer is not entirely。

two、When the company cancels，Should shareholders make up for their unpaid capital contributions?，Depends on the situation

1. When the company cancels，The handling of due and unpaid shareholder capital contributions shall be in accordance with Article 28 of the Company Law：“Shareholders shall pay in full and on time the amount of capital contributions they have subscribed as stipulated in the company’s articles of association. … A shareholder fails to pay capital contribution in accordance with the provisions of the preceding paragraph，In addition to paying the company in full，We should also bear liability for breach of contract to shareholders who have paid their capital contributions in full and on time.”。

That is to say，If according to the company's articles of association，The shareholder should pay the capital contribution (before cancellation) but fails to do so，Industrial and commercial departments

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Its capital contribution is correct，But this cannot be expanded or understood as "when the company cancels its，Full capital contribution must be paid”。Because although judging from the results，All shareholders have to pay capital contributions，But the reason it was triggered was not because the company wanted to cancel.，But the shareholders of the company violated the articles of association，Failure to pay in full on time。

1. When the company cancels，All agreed capital contributions have been made，But there are still unpaid capital contributions. In theory,，Shareholders’ capital contribution involves two aspects of responsibility:：
2. Shareholders’ agreed capital contribution obligations to the company，That is, shareholders should pay capital contributions on time according to the articles of association.。From the perspective of this responsibility，If the Articles of Association do not stipulate that shareholders should pay capital contributions at the time of cancellation，shareholders are not obliged to pay。This situation should be better understood，Not much to say。
3. Shareholders’ legal liability to the company，i.e. based on the company’s business activities，Shareholders should be responsible for making up capital contributions to external parties。The legal basis is Article 3 of my country’s Company Law：The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions.；Shareholders of a joint stock company shall bear liability for the company to the extent of the shares they have subscribed for.。This rule seems difficult to understand，It even seems to be a bit meaningless.。

But it clearly stipulates，The shareholders of the company bear liability for the company through subscribed capital contributions (rather than actual paid-in capital contributions).。in certain circumstances，Even if shareholders are not obliged to pay capital contributions according to the articles of association，But when the law stipulates，Still have to bear responsibility for the company with unpaid capital contributions。The above are theoretical provisions，So how do we understand the impact of this provision in practice?

In this regard，We can find it in<公司法>judicial interpretation

1. 》You can find the answer，Its Article 22 provides that：
2. When the company is dissolved，All unpaid capital contributions from shareholders shall be treated as liquidation property。Shareholders’ unpaid capital contributions，Including capital contributions due and unpaid，and pay in installments the capital contribution that has not yet expired in accordance with the provisions of Articles 26 and 81 of the Company Law.。
3. In liquidation，When the company's assets are insufficient to pay off debts，Creditors claim unpaid capital contributions from shareholders，and other shareholders or promoters when the company was established were jointly and severally liable for the company's debts within the scope of unpaid capital contributions.，The people's court should support it in accordance with the law。

It can be seen from this，Do I need to pay full capital when the company is cancelled?，It has nothing to do with cancellation，And the shareholders’ liability for the company’s capital contribution，It is related to the company’s external responsibilities：

1. If the shareholder has capital contributions that are payable but unpaid at the time of cancellation,，The answer is no doubt，Whether the company wants to cancel or not，All capital contributions must be paid；And in terms of procedures，The author understands that after the company enters the cancellation procedure,，It is unlikely that we will go through a "standard payment of capital contribution" process again。

Therefore, in practice，More appropriate instructions from the industrial and commercial departments and

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should be：

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Shareholders make up capital contributions before the company is deregistered。Maybe this may be the problem this friend is having。

1. If you log out，Shareholders have no obligation to pay unpaid capital contributions according to the Articles of Association，requires detailed analysis：
2. in case of dissolution，All subscribed capital contributions by shareholders，All of them will be liquidated as liquidated property.。

But it should be noted that，"As liquidated property" does not mean "to pay capital contribution"。For example, although the company has unpaid capital contributions,，But the net assets are far greater than the registered capital、external liabilities，From the perspective of practical operation efficiency and necessity，It does not necessarily require that the shareholder first pays in full capital and then，Make another reckoning。

It can be replaced by a calculated sum；

1. but，If there is bankruptcy, that is, insolvency，Whether the company actively applies for dissolution，Or passive revocation?、punishment，All shareholders shall bear legal liability to the company for their unpaid capital contributions.，That is, "jointly and severally liable for the company's debts"。in this case，It should also be noted that，The words used by the legislators are "to bear joint and several legal liability for repayment"，Rather than "paying capital contribution"。

in definition and understanding，"Being jointly and severally liable" does not mean "paying capital contribution"。Because from a practical point of view，It is not necessary to make a "payment of capital" during the bankruptcy stage，appropriate approach，Calculate the unfunded amount and liability during liquidation，and from creditors to relevant shareholders

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Just repay。 three、Summary of answers，According to the analysis made above，We may be able to answer the question at the beginning of this article:：ask：When the company cancels，Do I need to pay all the registered capital?

answer：If there is any unpaid capital contribution when the company applies for cancellation，Should be paid back；If the payment time has not yet arrived according to the regulations,，The unpaid capital contribution does not necessarily need to be paid back，However, the amount shall still be regarded as liquidation property；If it is found that the company is still insolvent during liquidation，Relevant shareholders shall be jointly and severally liable for unpaid capital contributions.。

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