1. Shareholders meet the quorum; (greater than 1 less than 50)
2. Shareholders' capital contribution reaches the minimum statutory capital; (6,543,800 yuan for one-person company and 30,000 yuan for two-person company)
3. Shareholders * * * jointly formulate the Articles of Association;
4. Having a company name and establishing an organization meeting the requirements of a limited liability company;
5. Have a company residence.
I. Application for Certificate of Limited Company:
1, industrial and commercial business license (positive and negative)
2. Organization code certificate (positive and negative)
3, national tax and local tax registration certificate (front and back)
4. One official seal, one special seal for finance and one private seal for legal person.
5. Capital verification report (low for enterprises)
6. A copy of the Articles of Association.
Second, the detailed process of the limited company:
(1) name pre-approval:
Location: local industrial and commercial bureau
Time limit for processing: one working day
Handling fee: 30 yuan.
Processing information:
1. Application for pre-approval of enterprise name signed by all investors.
2. Certificate of designated representative or entrusted agent signed by all investors (attached in the previous document).
3. If the enterprise name pre-approval authority is inconsistent with the proposed enterprise registration authority, the investor shall also submit the name inquiry list of the proposed enterprise registration authority.
4. If the name of the subsidiary of an enterprise group is preceded by the name or abbreviation of the enterprise group, a copy of the enterprise group registration certificate stamped with the seal of the parent company of the enterprise group shall be submitted; The joint-stock company shall also submit the consent certificate of the management institution of the enterprise group.
5. For the special application name, the name approval authority may require investors to submit relevant explanations or certification materials.
(2) Opening a capital verification account for deposit.
Location: the nearest bank
Processing time: one working day
Handling fee: around 300 yuan.
Processing information:
1. Copies of ID cards of all shareholders.
2, the name of the pre-approval notice copy
Tip: After saving money, you should go to the bank to issue a capital certificate.
(3) Capital verification
Location: local accounting firm
Processing time: two working days
Handling fee: 500,000 yuan 1 1,000 yuan.
Processing information:
1. Original cash payment receipt
2. Original proof of funds
3, the name of the pre-approval notice copy
4. Copies of ID cards of all shareholders.
5. Copy of the Articles of Association
6. A copy of the resolution of the shareholders' meeting
7. Proof of business premises
(four), for the industrial and commercial business license
Location: local industrial and commercial bureau
Processing time: 7 working days
Handling fee: 0.08% of the registered capital.
Processing information:
1. Application for company establishment registration signed by the legal representative of the company.
2. Certificate of designated representative or entrusted agent signed by all shareholders. If the shareholder is a natural person, it shall be signed by himself; Where the shareholder is the unit, the official seal of the unit shall be affixed.
3. Articles of Association signed by all shareholders. If the shareholder is a natural person, it shall be signed by himself; Where the shareholder is the unit, the official seal of the unit shall be affixed.
4. Copy of shareholder qualification certificate or identity certificate of natural person.
If the shareholder is an enterprise, a copy of the business license shall be submitted; If the shareholder is an enterprise legal person, a copy of the registration certificate of the enterprise legal person shall be submitted; If the shareholder is an enterprise legal person, a copy of the registration certificate of the enterprise legal person shall be submitted; If the shareholder is a private non-enterprise unit, a copy of the certificate of the private non-enterprise unit shall be submitted; (The above copy shall be stamped with the seal of the company) If the shareholder is a natural person, a copy of the ID card shall be submitted.
5. A capital verification certificate issued by a legally established capital verification institution.
6. If the shareholder's capital contribution is non-monetary property for the first time, it shall submit the certification documents that have gone through the formalities of property right transfer.
Non-monetary property shall not be used as initial investment if it is registered property. For bearer property, the certificate of property right transfer signed by all shareholders shows that the property has been controlled by the company under establishment.
7. Appointment documents of directors, supervisors and managers. Submit resolutions of the shareholders' meeting, resolutions of the board of directors or other relevant materials in accordance with the provisions and procedures of the Company Law and the Articles of Association. The resolution of the shareholders' meeting shall be sealed or signed by the shareholders (unit shareholders) (natural person shareholders), and the resolution of the board of directors shall be signed by the directors. If the Company Law and Articles of Association stipulate that there are employee directors and employee supervisors, the proof of democratic election of employees shall be submitted.
8. Certificate of appointment of legal representative. Submit resolutions of the shareholders' meeting, resolutions of the board of directors or other relevant materials in accordance with the provisions and procedures of the Company Law and the Articles of Association. The resolution of the shareholders' meeting shall be sealed or signed by the shareholders (unit shareholders) (natural person shareholders), and the resolution of the board of directors shall be signed by the directors.
9. Where a board of supervisors is established, the post-holding certificate of the chairman of the board of supervisors shall be submitted.
According to the provisions and procedures of the Articles of Association, it shall be submitted to the Board of Supervisors for resolution and signed by the supervisor.
10, residence use certificate. Submit a copy of the title certificate of the own property; Submit the original lease agreement of the leased house and a copy of the lessor's property right certificate; For free use, submit the original certificate that the property owner allows to use and a copy of the property right certificate of the property owner; Without obtaining the real estate license, submit the certificate of the real estate management department or a copy of the house purchase contract and house sales license; If the lessor is a hotel or restaurant, it shall submit a copy of the business license of the hotel or restaurant.
1 1. Notice of pre-approval of enterprise name.
12. Where laws, administrative regulations and the State Council decisions stipulate that the establishment of a limited liability company must be approved, a copy of the relevant approval documents or licenses shall be submitted.
13. If there are items in the business scope that the company applies for registration that must be approved before registration according to laws, administrative regulations or the State Council decisions, it shall submit relevant approval documents or a copy of the license or permit. Note: Limited liability companies established in accordance with the Company Law and the Regulations on the Administration of Company Registration, except one-person limited liability companies and wholly state-owned companies, apply for establishment registration. If the above items do not indicate the copy to be submitted, the original shall be submitted. If a copy is submitted, in addition to the above explanation, it shall also be signed by the representative or entrusted agent designated by the shareholders and marked "This copy is consistent with the original after verification".
The original license shall be submitted together with a copy.
(5) Sculpture
Location: seal company approved by local public security bureau.
Processing time: 2 working days
Handling fee: around 620 yuan.
Processing information:
1, copy of business license
2. Copy of legal person ID card
(six) for the code certificate
Venue: Local Quality Inspection Bureau
Processing time: 5 working days
Handling fee: 108 yuan.
Processing information:
1, copy of business license
2. Copy of legal person ID card
(seven) for tax registration certificate (national tax, local tax)
Location: Local State and Local Taxation Bureau
Processing time: 1 working day
Handling fee: 100 yuan.
Processing information:
1, copy of business license
2. Copy of code certificate
3. Copy of legal person ID card
4. Copy of the Articles of Association
5. Copies of ID cards of all shareholders.
6. Copy of capital verification report
7. A copy of the lease agreement of the business premises and the title certificate.
8. Public, financial and private seals
At this point, the company can go to the tax bureau to buy invoices.
(8) Opening basic households.
Location: the nearest bank
Processing time: 5 working days
Handling fee: no charge.
Processing information:
1, copy of business license
2. Copy of code certificate
3. Copy of legal person ID card
4. Copy of local tax registration certificate
5, a copy of the national tax registration certificate
6. Public, financial and private seals
At this point, the money deposited by the company in the capital verification account can be used. The method is as follows: apply to the bank to buy a cash check, and withdraw money with the cash check and seal.
(9) Precautions:
1. Tax: Internet companies are service companies and pay business tax of 1 to 10 every month. The department that pays the business tax is the local taxation bureau, and the tax rate is 5% of the operating income (invoiced amount); Income tax is not paid on the day of 1- 15 every quarter, and the paying department is State Taxation Administration of The People's Republic of China, with a basic tax rate of 33% and two preferential tax rates of 18% and 27%. Taxable income (that is, profits recognized by tax authorities) is 33% above100000 yuan, 18% below 30000 yuan, and 27% between 300000 yuan and100000 yuan.
2. Annual inspection: The business license of the enterprise must be inspected annually, and the annual inspection fee is 50 yuan, and the annual inspection time is from March to June of the following year.
Important note: business tax and income tax enterprises must declare on time even if they have no operating income and losses.