First, the company registration does not require capital verification, and the three certificates are integrated.
20 14 in the new company law, the registered capital of the company is subscribed, and the capital verification procedures are no longer needed for the registration of ordinary companies.
Suzhou fully implemented the integration of three certificates on 20 15.
Article 26 of the new Company Law
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority.
Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.
It can be seen that according to the revised new company law, among other things, not only the registered capital registration system of the company has been changed, but also the requirement that the shareholders of the company should pay in full within two or five years after the establishment of the company and the minimum amount of registered capital have been cancelled. At the same time, the shareholders of the company can independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association.
Second, the handling process
1. nuclear name
Go to the industrial and commercial bureau to get an application form for pre-approval of enterprise (font size) name, and fill in the company name to be taken. The industrial and commercial bureau will search online (the intranet of the industrial and commercial bureau) for duplicate names. If there is no duplicate name, you can use this name and issue a notice of pre-approval of the name of the enterprise (font size).
In fact, the company name is mainly composed of these parts: administrative planning+font size+industry characteristics+organizational form.
After that, it is necessary to determine the investors, namely shareholders, the number of shareholders and the proportion of shareholders, and determine the main business scope and registered address of the company.
Fill in the Notice of Pre-establishment Registration of Enterprise Name and submit it.
Note that submission is divided into online submission and on-site submission, which varies according to different districts: all new districts and parks are submitted online, and others are submitted on-site.
The existing naming ideas can be divided into six categories, namely, naming after the founder, naming after the place of origin, variation and combination of ready-made words, fiction or fabrication, initials or numbers, and direct borrowing of idioms.
The company name can have the following format:
Suzhou (Suzhou)+Brand+Industry+Limited Liability Company
Name+Industry+Suzhou (Suzhou)+Limited Liability Company
Name+Suzhou (Suzhou)+Industry+Limited Liability Company
After the name is confirmed, it needs to be checked. There is no charge for verification and business license.
2. Renting: Rent an office in a special office building. If you have your own factory or office, some places are not allowed to work in residential buildings. After renting a house, you should sign a rental contract and ask the landlord to provide a copy of the real estate license.
The importance of the company's address is whether you can receive business letters in the future, not just filling them in. Failure to receive the business letter will cause the company to enter the abnormal list.
Factory buildings used by productive enterprises and office buildings, shops or commercial and residential buildings used by trade service enterprises shall be subject to the above address in the lease contract. The address of the lease contract should be consistent with the address on the real estate license.
Note: address selection must be careful and pay attention to reliability.
3. Write articles of association: You can download samples of articles of association from the website of the Industrial and Commercial Bureau and modify them. The Articles of Association shall be finally signed by all shareholders.
According to the convention, if two or more shareholders are needed, the proportion of shares should be indicated, and the identity cards of all shareholders are required.
When preparing for registration, if a person is registered and belongs to a one-person company, but you need to provide two identity cards as registration materials, because the corporate executive director of the company cannot concurrently serve as a supervisor and needs to be hired separately. If the company has several shareholders, it is enough to choose a legal person and a supervisor.
If there is really no supervisor, you can find a trustworthy partner.
4. Registered company: obtain various forms of company establishment registration from the industrial and commercial bureau, including the application form for establishment registration, the register of shareholders (promoters), the registration form of directors, managers, supervisors, legal representatives, designated representatives or entrusted agents, etc. Fill it out and submit it to the Industrial and Commercial Bureau together with the Notice of Name Approval, Articles of Association, Rental Contract, Copy of Property Ownership Certificate and Capital Verification Report. You can get the license in about three working days.
5. With the business license, go to a qualified seal agency to seal.
6. Go to the bank to open a basic deposit account:
With a business license, go to the bank to open a basic deposit account. Opening a basic deposit account requires a lot of forms. You'd better take everything you can, or you'll have to make many trips, including the original business license, ID card and seal.
Third, information needs.
1. Application for company registration (filing) signed by the legal representative of the company.
2. The power of attorney of the designated representative or entrusted agent and a copy of the ID card of the designated representative or entrusted agent.
3. Articles of Association signed by all shareholders.
4. Copy of shareholder qualification certificate or identity certificate of natural person. If the shareholder is an enterprise, a copy of the business license shall be submitted; If the shareholder is an enterprise legal person, a copy of the registration certificate of the enterprise legal person shall be submitted; If the shareholder is an enterprise legal person, a copy of the registration certificate of the enterprise legal person shall be submitted; If the shareholder is a private non-enterprise unit, a copy of the certificate of the private non-enterprise unit shall be submitted; If the shareholder is a natural person, submit a copy of the identity certificate; Other shareholders shall submit qualification certificates stipulated by relevant laws and regulations.
5. Copies of appointment documents and identity documents of directors, supervisors and managers. Submitting resolutions of the shareholders' meeting, resolutions of the board of directors or other relevant materials according to the Company Law and the Articles of Association; The resolutions of the shareholders' meeting shall be signed by shareholders, and the resolutions of the board of directors shall be signed by directors; If there are employee directors and employee supervisors who meet the requirements of the Company Law and the Articles of Association, the certificate of democratic election of employees shall be submitted; Where a board of supervisors is established, the post-holding certificate of the chairman of the board of supervisors shall be submitted.
6 copies of the legal representative's employment documents and identity documents. Submit resolutions of the shareholders' meeting, resolutions of the board of directors or other relevant materials in accordance with the Company Law and the Articles of Association. The resolutions of the shareholders' meeting shall be signed by the shareholders, and the resolutions of the board of directors shall be signed by the directors.
7. Certificate of residence and use.
8. Notice of pre-approval of enterprise name.
9. Where laws, administrative regulations and the State Council decisions require approval for the establishment of a limited liability company, a copy of the relevant approval documents or licenses shall be submitted.
10. The business scope of the company's application for registration includes items that must be approved before registration according to laws, administrative regulations and the State Council decisions, and copies of relevant approval documents or license documents shall be submitted.
Note: Limited liability companies established in accordance with the Company Law and the Regulations on the Administration of Company Registration, except one-person limited liability companies and wholly state-owned companies, apply for establishment registration.
Fourth, the legal basis:
company law
Article 23 To establish a limited liability company, the following conditions shall be met:
(1) Shareholders meet the quorum;
(2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association;
(3) Shareholders * * * agree to formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.
Article 24 A limited liability company shall be established by capital contribution of shareholders with less than 50 persons.
Article 25 The articles of association of a limited liability company shall specify the following items:
(1) Name and domicile of the company;
(2) The business scope of the company;
(3) The registered capital of the company.
(4) Names of shareholders.
(5) The mode, amount and time of contribution by shareholders.
(6) The organizational structure of the company, its methods of formation, powers and rules of procedure;
(7) The legal representative of the company;
(eight) other matters that need to be stipulated by the shareholders' meeting.
Shareholders shall sign and seal the articles of association.
Article 26 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority.
Regulations on the administration of enterprise legal person registration
Article 4 The competent registration authorities of enterprises as legal persons (hereinafter referred to as the registration authorities) are the State Administration for Industry and Commerce and local administrations for industry and commerce at various levels. The registration authorities at all levels shall, under the leadership of the registration authorities at higher levels, perform their duties according to law without illegal interference.
Article 5 National companies, enterprise groups and companies engaged in import and export business approved by authorized departments in the State Council or the State Council shall be approved and registered by the State Administration for Industry and Commerce. Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and foreign-capital enterprises shall be approved and registered by the State Administration for Industry and Commerce or local administrations authorized by the State Administration for Industry and Commerce.
National companies, enterprises, enterprise groups and subsidiaries of companies engaged in import and export business approved by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government or their authorized departments shall be approved and registered by the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government.
Other enterprises are approved and registered by the local city and county (District) Administration for Industry and Commerce.
Article 6 Registration authorities at all levels shall establish enterprise legal person registration files and registration statistics systems, grasp basic information related to enterprise legal person registration, and serve the development of planned commodity economy.
The registration authority shall, according to the needs of the society, carry out planned services to provide the society with the registration information of enterprise legal persons.