What are the conditions for a limited liability company to change into a joint stock limited company?

Legal analysis: (1) The determination of the total shares of the company is based on the net assets audited by a qualified accounting firm, and the converted total shares should be equal to the net assets of the limited company; Changes in net assets caused by related party transactions and profit changes caused by abnormal factors are allowed in principle, but corresponding valid certificates are required; Where state-owned assets are involved, relevant procedures shall be handled in accordance with the relevant provisions on the management of state-owned assets.

(2) The company applying for change shall operate independently with the parent company or parallel subsidiaries in personnel, finance and assets. Those who fail to achieve "personnel independence, financial independence and complete assets" must be adjusted and improved.

(3) The company applying for change has no major illegal record.

(4) The creditor's rights and debts of the original limited company and the inheritance procedures of the changed joint-stock company have been completed.

(5) Where a limited liability company is changed into a joint stock limited company and has listing requirements, it shall also meet the following requirements:

(1) In the latest year after its establishment, Limited Company has undergone major asset restructuring such as merger, division, equity transfer, asset replacement and asset divestiture, and the total share capital, total assets, net assets and the number of shareholders have changed by more than 70%. In principle, six months after the industrial and commercial change registration.

(2) If the share capital changes by more than 50% due to the absorption of new shareholders' capital increase and share expansion, it shall be assessed according to law, taking the assessed value as reference; If the gap between the assessed net assets and the book audited net assets exceeds 30%, it will not be changed in principle;

(3) The profit from the main business of a limited company applying for change shall not be less than 70% of the total amount.

(4) The corporate governance structure of the company is sound.

In principle, the chairman and general manager shall not be concurrently held by one person, and the board of directors and management should reduce cross-employment.

Legal basis: Article 95 of the Company Law of People's Republic of China (PRC). When a limited liability company is changed into a joint stock limited company, the total amount of capitalization shall not be higher than the company's net assets. When a limited liability company is changed into a joint stock limited company, the public offering of shares for the purpose of increasing capital shall be handled according to law.