股权投资是什么意思(一级股权投资是什么意思)怎么可以错过

Priority in liquidation: In the event of company bankruptcy and liquida

 

公司股权｜股东借款还是权益资本，你究竟应该采用哪种方式出资?Company Equity | Shareholder Loan or Equity Capital, Which Way of Investment Should You Choose?

实践中，在公司设立后，由于经营或资本运作等原因，股东时常需要在注册资本之外额外向公司注资可以采用增加注册资本、增加资本溢价，以及向公司提供股东借款的方式投入资金那么究竟选择哪一种方式对投资者最为有利呢？。

In practice, after a company is established, shareholders often need to invest extra funds into the company beyond the legally registered capital due to business operations or capital operations. Funds can be invested through methods such as increasing registered capital, increasing capital premiums, or providing shareholder loans to the company. So which method is most beneficial to investors?

一、 股东借款与增加资本的对比与选择Ⅰ Comparison between Shareholder Loans and Increasing Capital.(一) 各股东等比例出资的情况下（Ⅰ）Under the condition of proportional contribution from each shareholder

一般情况下，股东借款优于权益资本投入通过股东借款形式投入资金，与增加所有者权益的资本投入相比有如下优势：In general, shareholder loans are more beneficial than equity capital investment. Compared to increasing owners equity, investing funds through shareholder loans has the following advantages:。

1、回款便利：如果公司后续无需使用资金，或者股东需要回款的，无需采用减资（需要走繁琐的法定程序，且存在一定的债务风险）的复杂流程，而是可以依据借款返还的规则，直接要求公司返还，十分方便快捷1. Convenient repayment:。

If the company does not need the funds in the future, or if the shareholders need repayment, there is no need to go through the cumbersome process of capital reduction (which involves complex legal procedures and has certain debt risks). Instead, the shareholders can directly request the company to repay the loan based on debt restitution, which is convenient and quick.

2、减少股东责任：通过股东借款投入债权，即使后续取回，也不涉及抽逃出资问题，更不需要继续以取回的资产向公司债权人承担清偿责任2. Reduced shareholder liability: By investing in debt through shareholder loans, even if the funds are recovered in the future, it does not involve the issue of capital embezzlement, nor does it require the shareholders to continue to bear responsibility to discharge debts to the companys creditors using the recovered assets.。

3、节省税费：后续需要从公司回款时，对于借款本金返还部分无需缴纳所得税、增值税；反之，如果采用增加权益性资本的方式投资，未来采取分红的方式回款，需要缴纳20%的个人所得税（如果是企业形式的股东虽然在该层面可以免税，但最终回款到自然人时仍需要交个人所得税）。

3. Tax savings: When the funds need to be repaid by the company, the repayment of the loan principal is not subject to income tax or value-added tax. On the other hand, if the funds are invested through increasing equity capital, future repayments through dividends would be subject to a 20% personal income tax (although shareholders in the form of a corporation may be exempt from tax at this level, personal income tax still needs to be paid when the funds are eventually received by individuals).

4、优先受偿：在公司破产清算情况下，借款相对而言可以优先于出资受偿4. Priority in liquidation: In the event of company bankruptcy and liquidation, loans have a relatively higher priority for repayment compared to capital contributions.。

因此，通常情况下，应该优先选择股东借款或者以股债结合的方式向公司提供资金Therefore, in most cases, it is preferable to prioritize providing funds to the company through shareholder loans or a combination of equity and debt.。

(二) 各股东不能等比例或同时出资、引入外部股东的情况下（II）Situation where Shareholders Cannot Contribute Proportionately or Introduce External Shareholders

如果只有部分股东拟投入资金，或者各股东并非等比例投入资金，抑或引入外部投资者，则出于公平的考虑，可采用增资的方式，并根据认缴增资的不同，重新调整股权比例In situations where not all shareholders can contribute funds proportionately or introduce external investors, for the sake of ensuring fairness. One option is to implement capital increase and adjust the equity ratios based on the different subscribed capital.。

如果既不等比例同时投资，又不希望改变既有股权比例，可以考虑如下方案，解决公司用款需要，又维护股东之间的公平：If there is no desire to change the existing equity ratios and proportionate investment is not possible, the following solutions can be considered to address the companys funding needs while maintaining fairness among shareholders:

（1）等比例增资，并对部分暂时不能提供增资款的股东约定未来的增资期限；(1) Implement a proportionate capital increase and specify future capital increase deadlines for shareholders who are temporarily unable to provide additional capital.

（2）采取部分股东提供有息股东借款的方式(2) Utilize interest-bearing shareholder loans provided by certain shareholders.对于股东借款的利息，股东个人需要缴纳增值税、附加税和个人所得税（20%）；但是企业实际支付给股东的利息支出，符合条件（资债比、利率）的可以在企业所得税税前扣除。

For interest on shareholder loans, individual shareholders are subject to value-added tax, additional taxes, and personal income tax (at a rate of 20%). However, interest payments made by the company to shareholders can be deducted from corporate income tax if certain conditions regarding the debt-to-equity ratio and interest rates are met.

相关法规 Relative Regulations 《中华人民共和国企业所得税法》第四十六条 企业从其关联方接受的债权性投资与权益性投资的比例超过规定标准而发生的利息支出，不得在计算应纳税所得额时扣除Article 46

of the Enterprise Income Tax Law of the Peoples Republic of China stipulates that the interest expense incurred from debt and equity investments received by enterprises from their affiliated parties, exceeding the prescribed standards, shall not be deductible when calculating the taxable income.

财政部 国家税务总局《关于企业关联方利息支出税前扣除标准有关税收政策问题的通知》财税〔2008〕121号Notice on Tax Policies Regarding Pre-tax Deduction Standards for Interest Expenses Incurred by Enterprises from Affiliated Parties, issued by the Ministry of Finance and the State Administration of Taxation, document number Caishi [2008] No. 121.

二、 如何确保投入的资金的性质为借款？II How to ensure that the nature of the invested funds is in the form of borrowing?

并非股东投入了资金，就当然构成借款的由于很多投资者在争议发生前对于公司治理、资本结构层面的问题不够重视，或者“碍于面子”希望在合作者面前表现出大度和信任的态度，在合作开始时不追求把权利义务约定清楚，后续各方对股东投入资金的性质发生争议的案件时有发生。

The mere fact that shareholders contribute funds does not necessarily constitute a loan. Due to the lack of attention on corporate governance and capital structure issues by many investors before disputes arise, or the desire to appear generous and trusting in front of partners, there have been cases where disputes arise regarding the nature of shareholders capital contributions when clear provisions of rights and obligations were not pursued at the beginning of the cooperation.

笔者曾经处理过一个案件，因大股东排挤小股东，剥夺小股东在公司的权利，在公司经营的项目回款后，资金却被大股东和其他股东提走，该小股东出资近亿元却多年无任何回款我们综合案件证据，拟通过“股东借款返还”的方式，以民间借贷纠纷为由起诉公司追回除了注册资本之外的出资，实现回款的同时又不影响该股东在公司的股权权益。

I have dealt with a case where the majority shareholder marginalized the minority shareholders, depriving them of their rights in the company. After the companys project generated returns, the funds were taken by the majority shareholder and his companions, leaving the minority shareholder, who had invested nearly 100 million yuan, without any returns for several years. Based on the evidence in the case, we plan to pursue legal action against the company, using the grounds of a private lending dispute, in order to recover the investment beyond the registered capital while safeguarding the shareholders equity stake in the company.

该案就存在开始没约定清楚给未来埋雷的情况：几亿元的总投资额的项目，就草草约定在三四页纸的协议中，股东与公司之间只签署了“投资协议”，约定了各股东“等比例投资”的义务，未就后续投入签订借款合同；部分借款的转账凭证也备注为“投资款”，导致“借款合意”可能存在争议。

This case suffered from unclear agreements at the beginning which created hidden risks for the future. The project, with a total investment of several hundred million yuan, had only a few pages of agreement that were hastily signed between the shareholders and the company. The agreement, called the "investment agreement," stipulated the obligation of each shareholder to invest in proportion, but did not sign a loan agreement for subsequent investments. Some of the transfer vouchers for the funds were also marked as "investment funds," which may lead to disputes over the intent of the loans.

但是，我们也通过股东知情权诉讼获取了一系列有利的证据：公司没有做出过增资决议；公司的账册、审计报告等资料中，将股东的投入记录在“其他应付”款项之中，而未履行增资程序或增加资本公积金；该公司除了股东借款之外并无其他对外借款因此没有保护其他债权人利益之虞；其他股东已经大批等比例回款，导致公司剩余货币资金已显著不足以归还该股东的借款，且回款方式在账目中记录为“股东借款返还”，甚至部分补签了借款合同。

On the other hand, we also obtained a series of favorable evidence through shareholder‘s right to know: the company has never made a capital increase resolution; the companys books, audit reports, and other materials record the shareholders investments under "other accounts payable" without following the capital increase procedures or adding to the capital reserves. The company has no other external loans besides the shareholders loans, so there is no risk of considering the protection of the interests of other creditors. Other shareholders have already received a large amount of proportional repayments, causing the companys remaining monetary funds to be significantly insufficient to repay the shareholders loans, and the repayment is recorded as "restitution of shareholder loans" in the accounts, and even some loan contracts have been retroactively signed.

该案最终各方和解结案综合而言，笔者认为此种情况下，应当将该部分投资的性质认定为借款而不是增加注册资本或资本公积金In the end, all parties reached a settlement and the case was closed. Overall, the author believes that in this situation, the nature of this portion of the investment should be classified as a loan rather than an increase in registered capital or capital reserves.。

实际上，在司法实践中，对于股东投入的资金，在“性质不清”的情况下，应当认定为股东借款还是资本公积金存在一定的争议In actual judicial practice, there is some controversy regarding whether funds invested by shareholders should be recognized as shareholder loans or capital reserves when the nature is unclear.。

多数案例支持认定为“股东借款”，例如最高人民法院的(2013)民二终字第119号、(2016)最高法民再307号、(2016)最高法民终202号案例，佛山市中级人民法院作出的(2016)粤06民终4194号

等Most cases support the recognition of "shareholder loans," such as the Supreme Peoples Courts (2013) Min Er Zhong Zi No. 119, (2016) Zui Gao Fa Min Zai 307, (2016) Zui Gao Fa Min Zhong 202。

cases, and the Intermediate Peoples Court of Foshan Citys (2016) Yue 06 Min Zhong 4194.其中，在(2016)最高法民再307号

案件中，存在股东向公司转账的凭证上将款项性质记载为“投资款”的事实，同时存在公司账册、审计报告中将款项记录为“应付款”的情况，最高人民法院认为应当优先依据公司账册记载的款项性质作出认定In the case of (2016) Zui Gao Fa Min Zai 307, there were vouchers showing that the funds transferred from the shareholders to the company were recorded as "investment funds," while the companys books and audit reports recorded the funds as "payables." The Supreme Peoples Court held that the nature of the funds should be determined based on the records in the companys books.。

佛山市中级人民法院在(2016)粤06民终4194号更是特地指出了“投资款”与“借款”不存在互斥关系的事实，并对此作出了精彩的论述In the case (2016) Yue 06 Min Zhong 4194, the Intermediate Peoples Court of Foshan City specifically pointed out the fact that "investment funds" and "loans" are not mutually exclusive and made a brilliant argument on this point.。

裁判观点 佛山市中级人民法院作出的(2016)粤06民终4194号判决书：以融资过程中公司与投资者所形成的法律关系之不同划分，公司融资方式可分为股权融资与债务融资，从投资者的角度可分为股权投资与债权投资。

与股权投资不同的是，债权投资所投入资金并不形成公司自有资金，公司应当还本付息诚然，按照通常对字面意思的理解，“投资款”与“借款”在性质上存在不同，但严格说来“投资款”并非法律概念根据前述关于“投资”涵义的分析，“投资款”可以包含“借款”，二者并非当然的排斥关系。

对一般公民而言，也存在将能够获得收益的款项统认为是“投资款”的可能性因此，在双方当事人对涉案收据载明的“投资款”的理解存在争议的情况下，考虑到霍智城是恩瑞公司的股东这一特殊身份，不应简单参照案外人的标准，拘泥于相关证据片段来认定涉案款项的性质，而应结合本案其他证据，从整体上探寻当事人真实的内心意思。

The perspective of courtJudgment of Foshan Intermediate Peoples Court (2016) Yue 06 Min Zhong 4194: Differentiating the legal relationships formed between the company and investors during the financing process, company financing methods can be divided into equity financing and debt financing, while from the perspective of investors, it can be divided into equity investment and debt investment. Unlike equity investment, funds invested in debt investment do not become the companys own funds, and the company is obligated to repay principal and interest. Indeed, based on the usual understanding of the literal meaning, "investment funds" and "loans" have different natures. However, strictly speaking, "investment funds" is not a legal concept. According to the analysis of the meaning of "investment" as mentioned above, "investment funds" can include "loans," and the two are not necessarily mutually exclusive. For ordinary citizens, there is also a possibility of considering funds that can generate returns as "investment funds." Therefore, in the case where there is a dispute about the understanding of "investment funds" stated in the receipts between the parties involved, considering Huo Zhichengs special status as a shareholder of Enrui Company, it is not appropriate to simply apply the standards of a third party and adhere to specific fragments of relevant evidence to determine the nature of the funds in question. Instead, it is more appropriate to consider other evidence in this case and examine the true intentions of the parties involved as a whole.

也有将争议出资认定为资本公积金的案例，例如最高人民法院作出的(2013)民提字第226号案例：There is also a case where controversial contributions were classified as capital reserves, as seen in the case of (2013) Min Ti Zi No. 226, ruled by the Supreme Peoples Court.

裁判观点 最高人民法院作出的(2013)民提字第226号判决书：林金培对金华投资公司的额外出资不是借款，而属于资本公积金，林金培对金华投资公司所谓的借款债权并不成立金华投资公司于1995年设立时，公司章程规定首期投资总额1.46亿元，而公司注册资本只有100万元，故包括林金培在内的各股东还需额外出资，公司章程第11条也因此规定各股东“应按工程进度及各方相应的出资额按期投入资金”。

但对于股东在注册资本之外的出资属于什么性质，章程并未明确规定1993年1月7日财政部发布的《房地产开发企业会计制度》第311号科目“资本公积”部分规定“本科目核算企业取得的资本公积，包括接受捐赠、资本溢价、法定资产重估增值、资本汇率折算差额等”；对于资本溢价的范围，第2款明确规定“投资人交付的出资额大于注册资本而产生的差额，作为资本溢价”。

《公司法》第167条规定，国务院财政主管部门规定列入资本公积金的其他收入，应当列入公司资本公积金据此可知，股东对公司的实际出资大于应缴注册资本部分的，应属于公司的资本公积金(1)金华物业公司主张林金培对金华投资公司多缴的出资属于林金培对金华投资公司的借款，但未提供证据证明双方事先对该出资的性质为借款以及借款期限、借款利息等有特别约定，在此情形下，根据财政部的规定，林金培多缴的出资应为资本公积金，而非借款。

(2)国务院《关于固定资产投资项目试行资本金制度的通知》(国发〔1996〕35号)规定：投资项目资本金，是指在投资项目总投资中，由投资者认缴的出资额，对投资项目来说是非债务性资金，项目法人不承担这部分资金的任何利息和债务；投资者可按其出资的比例依法享有所有者权益，也可转让其出资，但不得以任何方式抽回。

本案中的金华商业中心项目是金华投资公司挂靠城建公司开发的，金华商业中心于1996年1月开工建设，1999年完工，国务院上述通知对其具有规范效力(3)金华投资公司提供的手写书证记载，“金华投资公司注册资本为一百万元，现将各股东多投入的资本转为资本公积”。

由此证明，金华投资公司各股东对多缴出资的性质为资本公积金也是明知并认可的(4)二审期间，被申请人提供的林金培通过香港科埠公司向金华投资公司出资的53张会计凭证原始记录即为“资本公积”，虽后来被更改为“长期借款”，但根据《会计法》的规定，会计凭证不得变造，金华投资公司变造上述会计凭证的行为违反《会计法》，应属无效。

The perspective of courtJudgment (2013) Min Ti Zi No. 226 issued by the Supreme Peoples Court:Ling Jinpeis additional contribution to Jinhua Investment Company is not a loan but belongs to capital reserves. Therefore, Ling Jinpeis claim of loan rights against Jinhua Investment Company is not valid. When Jinhua Investment Company was established in 1995, the articles of association stated that the initial total investment was 146 million yuan, but the registered capital of the company was only 1 million yuan. Therefore, all shareholders, including Ling Jinpei, were required to make additional contributions. Article 11 of the articles of association also stipulated that shareholders "should invest funds in a timely manner according to the project progress and corresponding investment amount." However, the nature of the contributions made by shareholders beyond the registered capital was not clearly specified in the articles of association. According to the Accounting System for Real Estate Development Enterprises (No. 311) issued by the Ministry of Finance on January 7, 1993, the item "capital reserves" in subsection 2 specifies that "the difference between the amount of capital contributed by investors exceeding the registered capital is regarded as capital reserves." According to Article 167 of the Company Law, other income included in capital reserves by the financial departments of the State Council should be included in the companys capital reserves. Based on this, it can be concluded that if the actual contributions of shareholders to the company exceed the amount of registered capital to be paid, it should be regarded as capital reserves of the company.

(1) Jinhua Property Company argues that Ling Jinpeis excessive contribution to Jinhua Investment Company is a loan, but has not provided evidence to prove that both parties agreed in advance on the nature of this contribution as a loan, as well as the loan period, interest rate, etc. In this case, according to the Ministry of Finances regulations, Ling Jinpeis excessive contribution should be regarded as capital reserves, not a loan.

(2) The Notice of the State Council on the Implementation of the Capital System for Fixed Asset Investment Projects (Guo Fa [1996] No. 35) stipulates that project capital refers to the amount subscribed by investors in the total investment of the project. It is non-debt capital for the investment project, and the legal person of the project does not bear any interest or debt for this part of the funds. Investors can enjoy ownership rights in proportion to their contributions according to the law, and they can also transfer their contributions, but they cannot withdraw them in any way. The Jinhua Commercial Center project in this case was developed by Jinhua Investment Company affiliated with the Urban Construction Corporation. The construction of Jinhua Commercial Center started in January 1996 and was completed in 1999. The above-mentioned notice of the State Council has regulatory effect on it.

(3) The handwritten documentary evidence provided by Jinhua Investment Company states, "Jinhua Investment Companys registered capital is one million yuan. Now the extra capital contributed by the shareholders is transformed into capital reserves." This proves that the nature of the excessive contributions made by shareholders to Jinhua Investment Company as capital reserves was knowingly and acknowledged.

(4) During the second instance, the 53 original accounting vouchers provided by the respondent, which recorded Ling Jinpeis investment in Jinhua Investment Company through Hong Kong Kebo Company, were originally labeled as "capital reserves," but later changed to "long-term loans." However, according to the provisions of the Accounting Law, accounting vouchers are not allowed to be tampered with. Therefore, Jinhua Investment Companys act of tampering with the aforementioned accounting vouchers is in violation of the Accounting Law and should be deemed invalid.

但是该案中之所以作出该等判断的规定已经被废止（《房地产开发企业会计制度》已经于2015年2月被财政部废止）或变更（针对《国务院关于固定资产投资项目试行资本金制度的通知》，国务院后续于2015年发布了《国务院关于调整和完善固定资产投资项目资本金制度的通知》进行了调整），以及存在明显的“增加资本公积金”的文件以及更改原始会计凭证的问题，具有较高的特殊性，对于普通情形下的案件参考价值有限。

But the regulations on which such judgments were based have already been abolished (the "Accounting System for Real Estate Development Enterprises" was abolished by the Ministry of Finance in February 2015) or amended (the State Council subsequently issued the "Notice of the State Council on Adjusting and Improving the Capital System for Fixed Asset Investment Projects" in response to the "Notice of the State Council on the Implementation of the Capital System for Fixed Asset Investment Projects"), and there are obvious issues regarding the "increase in capital reserves" documents and the alteration of original accounting vouchers in that case. These factors make this case unique and limit its relevance as a reference for typical cases.

此外，还有中间派，在考虑到债权人利益的基础上，认为宜将该等款项认定为一种“限制性借款”，实践中，如果存在涉及第三方债权人利益时，该理论解释的视角值得关注：Furthermore, there is a moderate viewpoint that, considering the interests of creditors, it would be appropriate to classify these funds as "restricted loans." In practice, when there are concerns about the interests of third-party creditors, this theoretical interpretation deserves attention.

相关文章《投资总额超过注册资本额度资金之法律性质》将投资总额超过注册资本部分之资金定性为股东对公司之债权更为恰当虽然股东在投入这部分资金时可能与公司间无明确借贷关系之意思表示与约定，但往往这部分资金反映到财务报表中则通常借记在股东的‘应收款项’会计科目，相应地反映为公司财务报表中贷记的‘长期惜款’科目。

如果这部分是股东以股权出资为目的之投入，股东方应借记‘长期股权投资’科目，相应地反映在公司会计报表中则为‘所有者权益’据此，从股东与公司财务报表会计处理中可以就股东之意思表示进行推断此外，因违反企业或公司间禁止借贷强制性规定的理由，在股东为自然人情况下明显并不适用，股权说并不能涵盖投资总额大于注册资本时之所有情形。

根据《合同法》相关规定，借款合同对借款期限没有约定或者约定不明确依照第61条仍不能确定的，贷款人可以催告借款人在合理期限内返还对于未约定资金使用期限之投资合同，虽然将超过注册资本部分资金定性为债权但投资者是否能随时向公司主张其债权请求权呢？。

一般认为，应当对投资者的该项权利予以限制对外资企业而言，投资总额是根据企业生产规模需要投入的基本建设资金和生产流动资金总和，通常是企业某个项目建设的投入资金总和；而对内资公司，股东间约定的投资总额往往直接投入公司经营活动，因此，投资总额与公司正常运营息息相关。

若允许投资者随时撤回注册资本以外的投资将直接影响公司运作，将使得投资协议目的无法实现，严重的还可能导致所投资项目中止、公司资金链断裂投资合同虽未明确约定资金使用期限，但从合同目的出发也应当理解为至少涵盖整个项目期间，因此，在合同约定的项目期间内，股东不得随意要求撤回超过注册资本部分之资金。

（全文见人民法院出版社出版的《公司法案例教学》第477页，作者为最高人民法院审判监督庭副庭长虞政平）Relative article"The Legal Nature of Funds Exceeding Registered Capital as Investment Total Amount"

It is more appropriate to classify the funds exceeding the registered capital as a debt right of the shareholders towards the company. Although there may not be a clear intention or agreement of a borrowing relationship between the shareholders and the company when investing this portion of funds, these funds are often recorded in the shareholders "accounts receivable" accounting category and correspondingly reflected as the companys "long-term payable" accounting category in the financial statements. If this portion is an investment made by the shareholder for the purpose of equity contribution, the shareholder should record it as a "long-term equity investment," which is then reflected in the companys financial statements as "owners equity." Based on this, the intention of the shareholders can be inferred from the accounting treatment in the financial statements of the shareholders and the company. Furthermore, the reasons for violating the mandatory provisions prohibiting loans between enterprises or companies do not apply explicitly in the case of shareholders who are natural persons, and the concept of equity does not cover all cases when the investment total amount exceeds the registered capital.

According to the relevant provisions of the "Contract Law," if the loan term is not specified or the specification is unclear and cannot be determined according to Article 61, the creditor can demand the borrower to repay within a reasonable period. As for investment contracts that do not specify the term of fund usage, although the funds exceeding the registered capital are classified as debt rights, can the investor claim their debt rights against the company at any time? It is generally believed that there should be limitations on this right of the investor. For foreign-funded enterprises, the investment total amount is the basic construction and production working capital required based on the production scale of the enterprise, which is usually the total investment in a specific project. However, for domestic-funded companies, the investment total amount agreed upon among shareholders is often directly invested in the companys business activities, making it closely related to the companys normal operations. Allowing investors to withdraw investments outside of the registered capital at any time would directly affect the companys operations, render the purpose of the investment agreement unachievable, and could even lead to the suspension of the invested project and the breakage of the companys capital chain. Although the investment contract does not specify the term of fund usage, it should be understood, based on the contracts purpose, to at least cover the entire project period. Hence, during the contracted project period, shareholders cannot arbitrarily demand the withdrawal of funds exceeding the registered capital.

(Full text can be found on page 477 of the book "Company Law Case Teaching" published by Peoples Court Press, authored by Yu Zhengping, Deputy Chief Judge of the Supreme Peoples Court Trial Supervision Division)

综合而言，笔者认为当公司未经增资程序，并且在账目中将股东提供的款项记录为“其他应付”或“借款”时，即应当将该部分投资的性质认定为借款而不是增加注册资本或资本公积金In conclusion, the author believes that when a company does not go through the capital increase procedure and do records funds provided by shareholders as "other payable" or "loan" in its accounts, the nature of that portion of investment should be identified as a loan rather than an increase in registered capital or capital reserve.。

但是实践中也不排除裁判者可能认为“借款应当提供借据、收据、欠条”等包含明确借款合意的证据，以及存在“只知股权投资，不知债权投资，认为投资与借款概念上互斥”的固化思维，将股东的投入认定为增资或增加资本公积金，导致股东正当权益受损。

However, it cannot be ruled out that judges in practice may require evidence such as loan agreements, receipts, promissory notes, etc. that clearly indicate the intention to borrow, and may only know about

equity investment while know nothing about debt investment or have a fixed mindset that regards investment and borrowing as mutually exclusive. This can lead to damage to the legitimate rights and interests of shareholders.

因此，建议在公司及投资者在操作时还是应当依据本文的建议留存完备的股东借款手续，包括但不限于：签订借款合同、在公司资产负债表中准确记录、转账流水中备注“借款”Therefore, it is recommended that companies and investors should still follow the suggestions in this article and retain complete shareholder loan procedures, including but not limited to signing loan contracts, accurately recording them in the companys balance sheet, and making a note of "loan" in the transfer records.。