During the deliberation of the revised draft of the company law, although there are different opinions on the provisions of "one-person company", the revised company law still includes the relevant provisions that natural persons can set up a one-person limited liability company.
abide by the law
The minimum registered capital of a one-person limited liability company is RMB 654.38 million. Shareholders shall pay in full the capital contribution stipulated in the Articles of Association. A natural person can only invest in the establishment of a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.
The revised draft once stipulated that if the registered capital is more than 5 million yuan or there are more than 200 employees, a board of supervisors shall be established, and its members shall not be less than 3. During the deliberation, some localities, departments, enterprises and experts suggested that a limited liability company with a small number of shareholders or a small scale may have only one or two supervisors instead of a board of supervisors.
Accordingly, the revised Company Law stipulates that a limited liability company shall set up a board of supervisors with no less than three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. According to relevant regulations, a limited liability company is based on capital union and also has the nature of human partnership. Require a certain trust relationship between shareholders, and limit the number of shareholders, so that the company can coordinate in major business decisions. For the establishment of a general limited liability company, according to Article 24 of the Company Law of People's Republic of China (PRC), a limited liability company shall be established with the contribution of shareholders with less than 50 persons.
The new company law limits the maximum number of shareholders of a limited liability company to no more than 50; But there is no minimum number of people, that is to say, a one-person limited liability company can be established. Abolish the provisions of the old Company Law on the number of shareholders of a limited liability company (the number of shareholders must be more than two, but not more than fifty). Shareholders can be natural persons or legal persons, and both natural persons and legal persons can set up limited liability companies. Article 59 stipulates that the minimum registered capital of a one-person limited liability company is RMB 100,000. Shareholders shall pay in full the capital contribution stipulated in the Articles of Association. A natural person can only invest in the establishment of a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company. When the state establishes a limited liability company with state-owned assets, the institution or department authorized by the state can be the sole investor, that is, a wholly state-owned limited liability company with only one shareholder is established. If a foreign investor establishes a limited liability company in China, it may establish a wholly foreign-owned limited liability company in accordance with the provisions of the Law on Enterprises with Foreign Investment.
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