The registration conditions for a company dealing with non-performing assets are as follows:
1. Shareholders meet the quorum.
The quorum for the establishment of a limited liability company is divided into two situations: First, under normal circumstances, the quorum must be less than 50 shareholders. Second, under special circumstances, state-authorized investment institutions or state-authorized departments can set up wholly state-owned limited liability companies separately.
2. Shareholders' capital contribution reaches the statutory capital limit.
Legal capital refers to the amount of capital paid by the company when it is registered with the company registration authority, that is, the capital confirmed by legal procedures. In China, legal capital, also known as registered capital, is one of the basic characteristics of a company becoming a legal person, the capital guarantee for enterprises to bear the risk of loss, and the standard for the division of shareholders' rights and interests.
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory registered capital limit, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. The registered capital limit of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the registered capital limit of a limited liability company, those provisions shall prevail.
Shareholders can make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law; However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations. Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail. The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
3. Shareholders * * * jointly formulate the Articles of Association.
The articles of association are the basic rules about the company organization and its activities. Formulating the Articles of Association is not only the need of internal management of the company, but also the need of facilitating external supervision and communication. According to the Company Law, the articles of association of a company shall specify the following matters: company name and domicile, company business scope, registered capital, names and titles of shareholders, rights and obligations of shareholders, ways and amounts of shareholders' capital contribution, conditions for shareholders to transfer their capital contribution, company organization, method of formation, authority and rules of procedure, legal representative of the company, methods of dissolution and liquidation of the company, etc.
4. Have a company name and establish an organization that meets the requirements of a limited liability company.
As an independent enterprise legal person, a company must have its own name. The company must also comply with the provisions of laws and regulations when establishing its name. The organization of a limited liability company refers to the shareholders' meeting, the board of directors or executive directors, the board of supervisors or supervisors.
5. Having a fixed production and business operation place and necessary production and business operation conditions.
The place of production and business operation can be the company's residence or other business premises. Production and operation conditions refer to the conditions suitable for the company's business scope. They are the material basis for companies to engage in business activities and the minimum requirements for establishing companies.
What are the risks in the disposal of non-performing assets?
In the disposal of non-performing assets, the legal risks in the disposal of non-performing assets mainly include debt recourse and asset disposal schemes:
Debt recourse
The right of recourse for debts is the right of creditors to claim debts from debtors according to law, including the principal creditor's rights, the subordinate creditor's rights and other rights of creditors.
1, principal creditor's rights.
Refers to the rights that the creditor should claim from the borrower according to law, including all the outstanding loan principal and interest of the loan issued by the original creditor bank to the borrower and the fruits after we receive it. In practical work, generally speaking, the principal creditor's rights of non-performing assets are relatively clear.
However, there are also unclear situations. For example, due to negligence in work and inconsistent grasp of national interest policies, debtors and asset companies may be inconsistent in the calculation of debt principal and interest.
This requires us to correctly claim the principal and interest of creditor's rights according to law. There is also a special situation, that is, due to the debtor's system reform, merger, reorganization and other reasons, the debtor's legal subject may have changed, such as the debtor being revoked by the competent department without liquidation. In this regard, according to the relevant laws and regulations of the state, the competent department or the parties after the debt change should pursue the debt repayment as the main body.
In addition, when we claim the creditor's rights from the principal debtor, we should pay attention to claiming the rights within the limitation period stipulated by law, otherwise we will lose the legal protection.
2. From the creditor's rights.
Specifically, it mainly includes three kinds of creditor's rights: secured creditor's rights, mortgaged creditor's rights and pledged creditor's rights, among which the legal nature of mortgaged creditor's rights and pledged creditor's rights in debt recourse is similar.
The so-called secured creditor's right refers to a kind of creditor's right that the creditor can claim rights from the guarantor according to law after the guarantee is established. According to the national laws and regulations, the guarantor shall bear the guarantee responsibility according to the contract within the guarantee period agreed in the contract. Otherwise, it constitutes a breach of contract and needs to bear the corresponding liability for breach of contract. Therefore:
(1) We should claim the rights from the guarantor in time within the guarantee period stipulated in the contract, otherwise the guarantee contract will be invalid and the guarantor's guarantee responsibility cannot be investigated according to law.
(2) The creditor shall claim the rights from the guarantor in time within the limitation period stipulated by law, otherwise it will lose its limitation period and will not be protected by law.
(3) The guarantor who guarantees that the contract is invalid may also be held liable for compensation according to law. In addition, in the process of recourse against the guarantor's debt, we should also pay attention to the determination of the subject and amount of creditor's rights.
Mortgaged (pledged) creditor's rights refer to creditor's rights secured by creditor's rights as collateral or pledge. Generally speaking, it is the debtor himself who provides mortgage or pledge of creditor's rights, and sometimes a third party provides mortgage or pledge.
Legal basis:
Article 6 of the company law? register of company
To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company. ? Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered. ? The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.