The overall change of a limited liability company into a joint stock limited company refers to keeping the main body of the company unchanged in terms of ownership structure, main business and assets, transforming the whole limited liability company into a joint stock limited company through organizational change, and converting the audited net assets of the company into the total shares of the joint stock limited company accordingly. After the completion of the overall change, only the organizational form of the company is different, but the enterprise is still the same accounting entity for going concern.
According to China's Company Law, Securities Law and normative documents issued by China Securities Regulatory Commission, the establishment of a joint stock limited company shall meet the following conditions:
1. The promoters are 2 or more and 200 or less, and more than half of them should have their domicile in China.
2. The share capital subscribed and raised by the promoters reaches the minimum statutory registered capital of 5 million yuan.
3. The issuance and preparation of shares are in compliance with the law.
4. The promoters shall formulate the articles of association of the company, and the establishment by offering shall be approved by the founding meeting;
5. Having a company name that meets the requirements of the Company Law and establishing an organization that meets the requirements of a joint stock limited company;
6. Have a legal company domicile.
Second, the process of changing a limited liability company into a joint stock limited company
1. Formulate the enterprise reorganization plan and form an effective resolution of the shareholders' meeting.
2. Asset verification. Mainly to conduct a comprehensive inventory of the assets of the enterprise, and to conduct a comprehensive inventory and verification of the assets, creditor's rights and debts of the enterprise. The main tasks of assets verification are to check the amount of assets, define the property rights of enterprises, re-evaluate assets and verify the assets of enterprises. So as to further improve the enterprise asset management system and promote the optimal allocation of enterprise assets.
3. Define enterprise property rights. Mainly refers to the definition of property rights of state-owned assets of enterprises. State-owned assets of enterprises have multiple property rights and complex rights structure, which are easy to become the source of disputes and need to be defined. The definition of enterprise property rights is a legal act to divide enterprise property ownership, management right and use right according to law, and to clarify the scope of rights and management authority of various property rights subjects. In this way, it is necessary to clarify which assets belong to the state and which assets and powers belong to which subjects.
4. Asset appraisal. Asset evaluation refers to the evaluation of assets, that is, the existing value of enterprise assets is scientifically evaluated and estimated by qualified asset evaluation institutions according to specific purposes and legal standards and procedures, and confirmed in the form of reports. Assets appraisal should follow the principles of truthfulness, impartiality, independence, objectivity, science and professionalism. Its scope includes both fixed assets and current assets, including both intangible assets and tangible assets. Its procedures include application for project establishment, asset inventory, evaluation and estimation, verification and confirmation, etc. Asset appraisal is often entrusted to professional asset appraisal institutions.
5. Financial audit. After the asset evaluation is completed, an accounting firm with legal qualifications shall be hired to audit the assets, liabilities, owners' equity and profits and losses of the enterprise in the first three years of restructuring. The accounting firm shall confirm the appraisal results of the asset appraisal institution.
6. Subscribe for capital contribution. The amount of capital contribution subscribed after enterprise restructuring is the net asset value of the enterprise after evaluation and confirmation. It includes not only the asset conversion of the original enterprise, but also the newly subscribed capital.
7. Apply for registration. This kind of registration can be establishment registration or change registration. The administrative department for industry and commerce shall register a company that meets the statutory requirements and renew its business license. The date of issuance of the business license is the date of establishment of the enterprise or company.