I. The meaning of a joint stock limited company
A company limited by shares is an organizational form in which the registered capital is divided into equal shares, and shareholders are liable to the company to the extent of their shares. The company shall bear limited liability for its debts with all its assets. The core is that all capital is divided into equal shares.
Second, the way of establishment
1. Initiate the establishment
Sponsor refers to the company established by the sponsors who subscribe for all the shares that should be issued by the company.
2. Issuance and establishment
The establishment by public offering means that the promoters subscribe for part of the shares of the company, and the rest of the shares are offered to the public or to a specific target to set up the company.
Third, the establishment procedure.
(1) Initiating the establishment procedure
1. Sign the promoter agreement, and the promoters shall conclude the articles of association. The articles of association of the company must be unanimously agreed by all promoters and signed and sealed by all promoters. The articles of association of the company must specify the matters required by the Company Law.
2. The promoters subscribe for the shares of the company, and the promoters contribute the shares. If the promoters pay their contributions by installments, the initial contribution of all promoters shall not be less than 20% of the registered capital; But the investment company can pay in full within five years.
3. Establish a company organization. After the promoters pay the subscribed shares for the first time and fulfill the obligation of capital contribution, they shall elect the board of directors and the board of supervisors and set up the company organization.
4. Go through the registration of establishment. Registered by the company registration authority, obtained the company business license, and established a joint stock limited company.
(2) Procedures for the establishment of public offering
1. The promoters subscribe for a specified number of shares. That is, before issuing shares to the public, the promoters must make sure that the shares they have identified must account for more than 35% of the total shares, and the promoters must fill in relevant written documents to confirm that the number and amount of shares meet the statutory requirements.
2. Apply for public offering. Documents approving the establishment of a joint stock limited company must be obtained first. Then, the promoters must also apply to the securities management department of the State Council for offering shares, and submit the required relevant materials and documents. After approval, they can publicly issue shares to the public.
3. Subscription and payment. That is, after obtaining the approval of the application for stock issuance from the securities administration department of the State Council, the sponsors will make public the prospectus for the public to understand, so as to attract investors to subscribe for shares, and the subscribers will fill in the subscription form, so that the sponsors can know about the subscription situation for notification and contact. After completing the subscription book, the subscriber shall pay the subscription fee according to the number and amount of shares subscribed by the subscription book within the time specified in the sponsors' announcement.
4. Inaugural meeting. The founding meeting shall be held within the specified time after the share capital of the issued shares has been paid in full. The meeting was presided over by the sponsors and attended by the subscribers, and discussed major issues concerning the establishment of the company and the organization of the company.
5. Apply for registration of establishment. The members of the board of directors and the board of supervisors elected by the founding meeting constitute the board of directors and the board of supervisors. After the founding meeting, the board of directors mainly participated in and was responsible for the registration of the establishment of a joint stock limited company.
6. Announcement and filing. After the company is established, it shall make an announcement. Moreover, if a joint stock limited company adopts the method of offering shares after registration, it shall report the situation of offering shares to the securities management department of the State Council for the record.