股东履行出资义务后，公司运营仍需要大量资金，此时股东选择向公司继续投入资金。

After fulfilling their capital contribution obligations, shareholders still need a large amount of funds for the operation of the company. At this time, shareholders choose to continue investing funds in the company.

小注册资本，大运营项目。

Small registered capital, large operational projects.

股东继续投入公司的资金如何定性，与股东会决策、公司运营、财务管理等息息相关。

How to characterize the funds that shareholders continue to invest in the company is closely related to the decisions of the shareholders' meeting, company operations, financial management, and so on.

股东出资后

After shareholders' capital contribution

继续投入公司的资金是什么性质？

What is the nature of the funds that will continue to be invested in the company?

在司法审判实务中，该等资金的争议点在于：

In judicial practice, the controversy surrounding such funds lies in:

是借款，还是新增注册资本金。

Is it a loan or an increase in registered capital.

如是借款，则公司需偿还股东；如是新增注册资本金，则计入公司资本，无需偿还。

If it is a loan, the company needs to repay the shareholders; If it is an increase in registered capital, it will be included in the company's capital and does not need to be repaid.

问题在于：股东在投入该等资金时，往往存在性质不清、记账不明、用途缺失等情形。

The problem is that shareholders often have unclear nature, unclear accounting, and missing purposes when investing such funds.

最终导致：股东要求公司返还该资金时，双方各执一词，僵持难解。

In the end, when shareholders demanded the company to return the funds, both sides held their own views and were deadlocked.

我们将资金还原，即能得出清晰的结论：

We will restore the funds and draw a clear conclusion:

1. 如该资金定性为新增注册资本金

1. If the funds are classified as newly added registered capital

公司设立后，如需增加注册资本，需要通过以下程序：

After the establishment of the company, if it is necessary to increase the registered capital, the following procedures need to be followed:

① 形成三分之二以上表决权通过的股东会决议

① Shareholders' resolutions passed by more than two-thirds of the voting rights

② 认购新增注册资本的股东将资金存入公司账户

② Shareholders who subscribe to the newly added registered capital will deposit the funds into the company's account

③ 财务对该笔资金做相应记载（计入实收资本或资本公积）

③ The finance department shall make corresponding records of the funds (recorded as paid in capital or capital reserve)

④ 办理注册资本变更登记手续

④ Handle the registration procedures for changes in registered capital

⑤ 领取新的营业执照

⑤ Obtain a new business license

也就是说，当存在以上程序履行的书面记载时，一方可主张该资金属于股东认购的新增资本。

That is to say, when there is a written record of the performance of the above procedures, one party may claim that the funds belong to the newly subscribed capital by shareholders.

2. 如该资金定性为借款

2. If the funds are classified as loans

借款情形下，属于常规的借款合同，出借人为股东，借款人为公司，双方形成借贷法律关系。借贷法律关系并不要求必须有书面合同。

In the case of a loan, it belongs to a regular loan contract, where the lender is a shareholder and the borrower is a company, forming a legal relationship of borrowing and lending between the two parties. The legal relationship of borrowing does not require a written contract.

但为明确借贷关系，需要在资金往来中备注：

But in order to clarify the lending relationship, it is necessary to make a note in the fund transactions:

① 资金性质，即借款

① Nature of funds, i.e. borrowing

② 资金用途

② Purpose of Funds

③ 计息方式

③ Interest calculation method

④ 借款期限

④ Loan term

⑤ 相应财务记载（其他应付款等）

⑤ Corresponding financial records (other payables, etc.)

也就是说，当有以上记录时，一方可主张该资金为借款，需由公司偿还。

That is to say, when there are the above records, one party can claim that the funds are borrowed and need to be repaid by the company.

3. 特殊情况

3. Special circumstances

但是，资金往来在实务中不一定如上述般规范的出现，可能存在以下特殊情况：

However, in practice, fund transactions may not necessarily occur in a standardized manner as described above, and there may be the following special circumstances:

① 股东无记载，公司无记载

① Shareholders have no record, and the company has no record

② 股东记载为借款，公司无记载

② The shareholder records it as a loan, but the company has no record of it

③ 股东记载为借款，公司记载为资本金

③ Shareholders are recorded as loans, while the company is recorded as capital

④ 股东无记载，公司记载为应付款

④ Shareholders have no record, while the company records it as payable

出现特殊情况后，双方最容易陷入纠纷。

After special circumstances arise, both parties are most likely to fall into disputes.

此时的一般认定标准为：资金往来客观存在，如无证据证明该资金为股东认购新增资本，则优先认定为借款。

The general recognition standard at this time is that there is objective existence of fund transactions. If there is no evidence to prove that the funds are subscribed by shareholders for new capital, they will be prioritized as loans.

因为，如认定为新增注册资本金，最基础的文件是股东关于增资所作出的、合法有效的股东会决议。

Because, if it is recognized as an increase in registered capital, the most basic document is the legally valid shareholder meeting resolution made by the shareholders regarding the capital increase.