2. The legal feature is that the minimum registered capital of a limited liability company is RMB 30,000.
3. The general features are:
First of all, the limited liability company is produced on the basis of absorbing the advantages of unlimited companies and joint-stock companies, which is the unity of human nature and capital.
Second, all the assets of a limited liability company do not need to be divided into equal parts, and shareholders only need to contribute according to the proportion of capital contribution determined in the agreement, and enjoy rights and assume obligations according to this proportion.
Third, a limited liability company should not have too many shareholders, because it has certain humanity and is based on certain trust among shareholders. The company law stipulates 2-50 people.
Fourth, limited liability companies can only raise shares within the scope of investors, and are not allowed to publicly raise shares to the public; Fifth, the capital contribution certificate of a limited liability company cannot be transferred and circulated;
Extended data:
Precautions:
After the company has gone through the industrial and commercial registration, its name is protected by law, and the name approved by the administrative department for industry and commerce should be used in its daily business activities. You can't change, add or subtract any words.
According to Article 10 of the Regulations of the People's Republic of China on the Administration of Company Registration: "The registered items of a company shall comply with the provisions of laws and administrative regulations. If it does not comply with the provisions of laws and administrative regulations, the company registration authority will not register it. " Article 11: "The company name shall conform to the relevant provisions of the state. A company can only use one name. The company name approved and registered by the company registration authority is protected by law. "
The difference between a limited liability company and a joint stock limited company;
The difference between the two is mainly manifested in:
(1) is a joint venture or a joint venture.
Limited liability company is produced on the basis of absorbing the advantages of unlimited company and joint stock limited company. It unifies human nature and capital nature:
On the one hand, its shareholders are limited by the amount of capital contribution, enjoy rights and bear responsibilities, and are joint ventures, which are different from unlimited companies; On the other hand, because of its non-public offering, shareholders are closely related and have certain humanity, so it is different from a joint stock limited company.
A company limited by shares is a complete joint venture. Its own composition and credit basis is the company's capital, which has nothing to do with the personal nature (reputation, status and prestige) of shareholders, and shareholders are not allowed to invest in personal credit and services. This complete capital combination is different from unlimited companies and limited liability companies.
(2) Whether the shares are equal.
All the assets of a limited liability company do not need to be divided into equal shares, and shareholders only need to contribute according to the proportion of capital contribution determined in the agreement, and enjoy rights and assume obligations according to this proportion. Generally speaking, a joint stock limited company must convert its shares into equal shares, which is different from a limited liability company. This feature also ensures the universality, openness and equality of the joint stock limited company.
(3) Number of shareholders.
Limited liability company should not have too many shareholders because of its certain humanity and trust among shareholders. China's company law stipulates 2-50 people.
There are upper and lower limits for the number of shareholders in a limited liability company, while there is only a lower limit for a joint stock limited company, that is, only the minimum number of promoters is stipulated, but only the minimum quorum of shareholders is stipulated, but the upper limit of shareholders is not stipulated. This makes the shareholders of a joint stock limited company have the greatest universality and considerable uncertainty.
(4) Whether the public offering is open or closed.
A limited liability company can only offer shares within the scope of investors, and the company may not offer shares to the public. The investment certificate issued by the company for the investor is also different from the stock, and may not be circulated and transferred in the market. The closed nature of raised funds determines that the financial accounting of a limited liability company does not need to be disclosed to the public.
Different from the closed nature of limited liability companies, the way of public fund-raising by joint stock limited companies is open. No matter whether it is initiated or raised, it must be made public or raise funds within a certain range. Public offering and financial operation are also open.
(5) Freedom of share transfer.
The capital contribution certificate of a limited liability company shall not be transferred or circulated. The capital contribution of shareholders can be transferred between shareholders or to people other than shareholders; However, due to human nature, it is decided that its transfer should be strictly restricted. According to the Company Law, the transfer must be approved by more than half of all shareholders. Under the same conditions, other shareholders have the preemptive right.
The shares of a joint stock limited company take the form of shares. Generally speaking, this kind of securities, which represent a certain value in economy and embody certain qualifications, rights and obligations in law, has nothing to do with the holders.
Equity transfer of a limited liability company:
1, internal transfer
Shareholders of a limited liability company may transfer all or part of their shares to each other.
2. External transfer
(1) has an agreement. According to the agreement, if there are other provisions on equity transfer in the articles of association, those provisions shall prevail.
(2) It is legal only if there is no agreement: the transfer of shares by shareholders to people other than shareholders must be approved by "more than half of other shareholders" (1/2 or more).
Note: Shareholders do not need to make a resolution at the shareholders' meeting to transfer shares to insiders.
Means of expressing consent:
(1) definitely agree.
② If other shareholders fail to reply within 30 days from the date of receiving the written notice, it shall be deemed that they agree to the transfer.
③ If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
(3) Preemptive right (order: negotiation-investment ratio)
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders; If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
3. The people's court forces the transfer of shareholders' equity.
(1) Compulsory transfer: When the people's court transfers the shareholder's equity according to the compulsory execution procedure, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within "20 days" from the date of notification by the people's court shall be deemed to have waived the preemptive right.
(2) Procedure for equity transfer: cancel the original shareholder's contribution certificate-issue the contribution certificate to the new shareholder-modify the records of shareholders and their contribution in the Articles of Association and the register of shareholders.
References:
Baidu encyclopedia-limited liability company