Legal basis: People's Republic of China (PRC) 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.
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.
Article 27 Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be 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.
Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 29 After a shareholder has paid the capital contribution specified in the Articles of Association in full, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the application for company registration, the Articles of Association and other documents to the company registration authority to apply for registration of establishment.
Article 30 After the establishment of a limited liability company, if it is found that the actual price of non-monetary property contributed by the company is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Article 31 After the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders.
The capital contribution certificate shall specify the following items:
(1) Name of the company;
(2) Date of establishment of the company;
(3) The registered capital of the company.
(4) The name of the shareholder, the amount and time of capital contribution.
(5) The serial number and date of issuance of the capital contribution certificate.
The capital contribution certificate shall be sealed by the company.
Article 32 A limited liability company shall keep a register of shareholders, which shall record the following items:
(1) the name and domicile of the shareholders;
(2) Capital contribution of shareholders.
(3) The serial number of the capital contribution certificate.
Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
The company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.