What are the ways to set up a joint stock limited company?

1. What are the ways to set up a joint stock limited company? There are two ways to set up a joint stock limited company: initiation and offering. (1) Initiating the establishment. Initiation means that the sponsors subscribe for all the shares that the company should issue and do not raise funds from anyone other than the sponsors to set up the company. 1. The procedures for initiating the establishment include the following aspects: (1) The sponsors subscribe for shares. The promoters shall fully subscribe for the shares stipulated in the articles of association in writing. Subscription of shares shall be in written form, indicating the name and domicile of the subscriber, the number of shares subscribed, the number of shares payable and the mode of capital contribution, which shall be filled in and signed by the subscriber. Once the subscription is completed and signed, it is legally binding. (2) The promoters have paid up their shares. After the sponsors subscribe for shares, if they agree to pay in one lump sum, they shall immediately pay all the capital contributions; In case of installment payment, the first installment shall be paid immediately. Where the promoters make contributions in kind, industrial property rights, non-patented technology or land use rights, they shall make an evaluation according to law and go through the formalities for the transfer of property rights. (3) Elect the board of directors and the board of supervisors. After the promoters pay the initial investment, they shall elect the board of directors and the board of supervisors. (4) Application for registration of establishment. The board of directors shall apply to the company registration authority for registration of establishment, and submit the articles of association, the capital verification certificate issued by the capital verification institution and other documents when applying. The company registration authority shall make a decision on whether to register within 30 days from the date of receiving the application for establishing a joint stock limited company. A business license shall be issued to those who meet the conditions prescribed by law. The date of issuance of the business license is the date of establishment of the company. After the company is established, it shall be announced. (2) Establishment by offer. The establishment by public offering means that the promoters subscribe for a part of the shares that should be issued by the company and publicly offer the rest of the shares to the society to establish the company. 1. The establishment procedure of public offering is as follows: (1) The promoters subscribe for shares. Where a joint stock limited company is established by offering, the shares subscribed by the promoters shall not be less than 35% of the total number of shares to be issued by the company. Where laws and administrative regulations provide otherwise, such provisions shall prevail. (2) Announce the prospectus and subscribe. The prospectus shall be accompanied by the articles of association formulated by the promoters, and shall specify the following items: the number of shares subscribed by the promoters; The par value and issue price of each share; The total number of bearer shares issued; The use of the raised funds; Rights and obligations of subscribers; The starting and ending time of this offering and the explanation that the subscribers can withdraw their shares if they fail to raise enough shares within the time limit. (3) Signing an underwriting agreement and a share offering agreement. The sponsor and the securities company sign an underwriting agreement on the underwriting method, quantity, start and end dates, calculation and payment of underwriting fees and other specific matters; The promoters shall sign an agreement with the bank to collect shares. (4) hold the founding meeting. The founding meeting is usually regarded as the resolution body in the process of raising and establishing a joint stock limited company. The promoters shall preside over the founding meeting within 30 days after the issued shares are fully paid. The founding meeting consists of sponsors and subscribers. The functions and powers of the founding meeting include: ① to consider the report of the sponsors on the company's preparations; (2) adopting the articles of association; ③ Elect members of the board of directors; (4) Electing members of the board of supervisors; ⑤ Review the establishment expenses of the company; 6. Review the pricing of the property used by the promoters to offset the shares; ⑦ If the establishment of the company is directly affected by force majeure or major changes in business conditions, a resolution not to establish the company may be made. The resolution of the founding meeting on the matters listed in the preceding paragraph must be passed by more than half of the voting rights held by the subscribers present at the meeting. (5) Registration and announcement of establishment. Within 30 days after the founding meeting of the company established by offering, the board of directors shall apply to the company registration authority, namely the Administration for Industry and Commerce, for registration of establishment, and submit relevant documents in accordance with the Regulations on the Administration of Company Registration. Documents include: ① application for company registration; (2) creating the minutes of the conference. (3) Articles of association; (4) capital verification certificate; The appointment documents of the legal representative, directors and supervisors and their identity certificates; 6. The legal person qualification certificate or natural person identity certificate of the promoters; ⑦ Certificate of company residence. Among them, if a joint stock limited company is established by public offering of shares, it shall also submit the approval documents of the State Council Securities Regulatory Authority to the company registration authority. Two. Conditions for the establishment of a company (1) According to the Company Law of China, the establishment of a joint stock limited company shall meet the following conditions: 1. The sponsors meet the quorum. Article 79 of the Company Law stipulates that the establishment of a joint stock limited company shall be initiated by two or more persons but not more than 200 persons, and more than half of the promoters have domicile in China. According to this feature, a joint stock limited company cannot be a one-person company, and its shareholders are at least two. However, when the company is established, the number of sponsors cannot exceed 200. The promoters may be natural persons, legal persons or other economic organizations. 2. The share capital subscribed and raised by the promoters reaches the minimum statutory capital. The minimum registered capital of a joint stock limited company is RMB 5 million. Where laws and administrative regulations have higher provisions on the minimum registered capital of a joint stock limited company, those provisions shall prevail. Therefore, the registered capital of a joint stock limited company is much higher than that of a limited liability company. Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all promoters registered in the company registration authority. The initial contribution of all promoters of the company shall not be less than 20% of the registered capital, and the rest shall be fully paid by the promoters within 2 years from the date of establishment of the company; Among them, the investment company can pay in full within 5 years. No shares may be sold to others before the full amount of shares has been paid. Where a joint stock limited company is established by offering, the registered capital shall be the total paid-in share capital registered with the company registration authority. 3. The issuance and preparation of shares are in compliance with the law. 4. The promoters shall formulate the articles of association. 5. Have a company name and establish an organization that meets the requirements of a joint stock limited company. 6. Have a company residence. During the establishment of the company, the legal representative of the company shall specify the conditions for the establishment of the company. Generally speaking, a joint stock limited company needs 2 to 200 promoters and at least two shareholders. In the process of company operation, it is also necessary to have clear rules and regulations, articles of association and places, and to abide by corresponding laws and regulations. All actions of the company will be regulated.