After the new company law has been promulgated, have you paid attention to its impact on the person in charge of finance? What are the requirements for finance? Come and take a look~
After the implementation of the new Company Law,
Top 10 Impacts on Finance Leaders!
Paragraph 1 of Article 265 of the Company Law of the People's Republic of China (revised on December 29, 2023, hereinafter referred to as the "New Company Law") clarifies that the person in charge of finance of the Company is one of the senior managers.
The amendments to the New Company Law mainly involve the person in charge of finance:
1. The responsibility to maintain the company's capital adequacy
2. Obligation to provide relevant information
1. Assist shareholders to inquire about relevant information
Article 57 of the New Company Law stipulates that shareholders of a limited liability company have the right to inspect and copy the financial and accounting reports of the company and its subsidiaries, and may also request to inspect the accounting books and accounting vouchers of the company and its subsidiaries. In the process of participating in the management of the company, if the shareholders request to consult or copy the financial accounting report or consult the accounting books and accounting vouchers and the company agrees, the financial person in charge has the obligation to assist in providing the financial accounting report, accounting books and accounting vouchers.
2. Submit a report on the performance of duties
Article 80 of the New Company Law stipulates that the board of supervisors may require the person in charge of finance to submit a report on the performance of duties. The person in charge of finance shall truthfully provide relevant information and information to the board of supervisors, and shall not hinder the board of supervisors or the exercise of authority by the supervisors.
3. New Provisions
Definition of the person in charge of finance in practice
1. Definition of the person in charge of finance in the practice of the new company law
The New Company Law strengthens the responsibilities of the person in charge of finance to maintain the adequacy of the company's capital, including: when shareholders fail to pay capital contributions and withdraw capital contributions, distribute profits and reduce registered capital in violation of the provisions of this Law, and provide financial assistance to others to obtain shares of the company in violation of the provisions of this Law, if the person in charge of finance is liable, he shall be liable for compensation.
In the course of the company's operation, the person in charge of finance refers to the chief financial officer, chief financial officer, deputy general manager, etc., who are fully responsible for financial management under the authorization of the shareholders' meeting (or similar institution).
The premise for requiring the person in charge of finance to bear the liability for compensation is that he or she is first recognized as the person in charge of finance within the meaning of the Company Law.
II. Definition of the person in charge of finance in judicial practice
In judicial practice, there is still controversy over the specific criteria defined by the person in charge of finance.
Some courts hold that as long as the person in charge of finance is indicated in the registration materials of the company or the market regulation department, it can be determined that the person in charge of finance as stipulated in the Company Law can be determined.
For example, if the company indicates the person in charge of finance in the company's annual inspection report for the convenience of handling procedures, it can be determined that he is the person in charge of finance.
The third brother thinks:
The person in charge of finance in the sense of the Company Law shall have the formal and substantive requirements, that is, only the person in charge of finance who is appointed by the articles of association and the authority of the company and has the decision-making power over the company's finances shall have the status of senior management of the company.
In the specific management, comprehensive consideration can be made in combination with work experience, scope of responsibilities, salary and salary, signature of financial account books, etc., before it can be identified as the person in charge of finance, and then judgment that he bears the corresponding liability for compensation.
Definition of the duty of loyalty and duty of care of the person in charge of finance
With regard to the duty of loyalty and duty of care of the person in charge of finance, the new company law, compared with the company law amended in 2018, clarifies the specific content of the duty of loyalty and diligence:
That is, measures should be taken to avoid conflicts between their own interests and the interests of the company, and they should not use their power to seek improper benefits;
The third brother believes that great progress has been made in the definition and refinement of the duty of diligence of the person in charge of finance in this provision, but the standard of reasonable care has yet to be further stipulated in the judicial interpretation.
The third brother suggests:
In the process of company management, the person in charge of finance should pay special attention to avoid conflicts between his own interests and the interests of the company in terms of self-trading, related party transactions, management remuneration, company opportunities, peer competition, etc., and shall not use his or her authority to seek improper interests even if the conflict is unavoidable.
In the process of performing his duties, the person in charge of finance should consider the best interests of the company, and should combine the laws, regulations and systems related to finance and accounting, and earnestly perform the management responsibility of reasonable care, otherwise, once the prohibitive provisions are touched, he will have to bear the corresponding liability for compensation.
PS:
In the new company, the biggest impact on the financial officer is probably the liability for profit distribution and capital reduction.
The third brother's previous articles have dry goods on profit distribution and capital reduction, which can be viewed by clicking on the underlined text below:
Maybe in actual work, many people may be forced to save face, may be confused, and become the company's financial director, so, seeing that under the new company law, the financial person in charge has so many responsibilities, and wants to remove the financial director, what is the process?
The person in charge of finance and the tax officer resigned
How do I unbind a relationship?
If you are not the company's financial person in charge and tax officer, how to unbind the relationship? Let's take a look at the specific process.
The following process takes Xiamen Electronic Tax Bureau as an example, and the process of the local Electronic Tax Bureau shall prevail in the practical work of the partners.
1. Change the person in charge of finance
Step 1: After the taxpayer logs in to the e-Tax Bureau, click [I want to do tax] → [Comprehensive Information Report], and select [Identity Information Report] on the left → [Change of Account Information of One License and One Code].
Step 2: After the face verification is passed, enter the form interface of changing tax registration (applicable to one-license and one-code households), fill in the [Handler ID Number], click [Query Change Item], and select [Name of Financial Leader] from the drop-down, and the system will pop up a prompt box prompting "Change the name of the financial person in charge, and other information of the financial person in charge will be changed at the same time".
Step 3: After clicking on the selected change item, the system will bring out the content before the change (if there is no information in the original, it will be empty), and the taxpayer needs to enter the content after the change. Note that to change the mobile phone of the person in charge of finance, you need to click [Get Verification Code], and the SMS verification code will be sent to the "Mobile Phone of the Person in Charge of Finance before the change".
Step 4: Complete the change information, click [Save] in the upper right corner to verify the form, and click [Submit] to apply or download the voucher (download the application form).
2. Change of tax personnel
Step 1: After the taxpayer logs in to the e-Tax Bureau, click [My Information] → [User Management], and select [User Management] → [Maintain User Basic Information] on the left.
Step 2: Enter the "Tax Operator Information Change Confirmation" form interface, update the relevant information directly in the "Tax Operator Information" module, and click [Save] → [Submit] after completion to apply or download the voucher (download the application form).
【Tips】
1. After the taxpayer changes the information of the person in charge of finance and the information of the tax officer, he can check the results that have been accepted and passed in the [Item Progress Management], and at the same time can use the "check and sign" to sign and receive the tax-related documents! It is recommended that the company carry out the above operations as soon as possible when the personnel is changed, so as to avoid unnecessary trouble in the future~
2. Claiming that the identity document was fraudulently used to register as the person in charge of finance and other tax personnel, the relationship between the applicant and the taxpayer shall be terminated according to the personal statement issued by him, the receipt of the report received by the public security organ and other relevant materials. (Please bring the application materials to the relevant tax service hall for processing)
3. Natural person taxpayers who claim that their identity information is illegally used by other units or individuals to make false tax declarations may report to the tax authorities.
If it is "the person in charge of finance".
What should I do?
What if the ID card is accidentally used fraudulently to become the person in charge of finance?
If you leave your job and you encounter a rogue boss who can't make changes?
What should we do if we are "in charge of finance"?
How do we know if we've been named?
Don't be afraid, the third brother has brought a solution for everyone!
We can make inquiries and appeals in the "Individual Income Tax" APP issued by the State Administration of Taxation.
Here's how:
01
If you are the "person in charge of finance", you will have "enterprise tax authority" in the "personal center".
Here, you can view the specific company name, if it is indeed "by the person in charge of finance", you can click on the corresponding company in the upper right corner to "appeal".
02
If you have been employed and have recently resigned, it may be that the original company has not had time to change, and you need to communicate and remind yourself first.
03
After the appeal is successful, the appropriate person will call you to solve the problem.
04
After the coordination is completed, 123660 will send a text message to notify the progress of the objection, which can also be viewed in the "I want to inquire" - "Objection Handling Inquiry" on the homepage of the "Individual Income Tax" APP.
05
After the solution, if you are not in charge of any company, there will be no functional module of "enterprise tax authority" in the "personal center".
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