Chapter I General Principles
Article 1 In order to meet the needs of establishing a modern enterprise system, standardize the organization and behavior of companies, protect the legitimate rights and interests of companies, shareholders and creditors, maintain social and economic order and promote the development of the socialist market economy, this Law is formulated in accordance with the Constitution.
Article 2 The term "company" as mentioned in this Law refers to limited liability companies and joint stock limited companies established in China according to this Law.
Article 3 Limited liability companies and joint stock limited companies are enterprise legal persons. In a limited liability company, shareholders are liable to the company to the extent of their capital contribution, and the company is liable to its debts with all its assets. In a joint stock limited company, all its capital is divided into equal shares, shareholders are liable to the company to the extent of their shares, and the company is liable to the company's debts with all its assets.
Article 4 Shareholders of a company, as investors, enjoy the owner's right to benefit from assets, make major decisions and choose managers according to their capital contribution in the company. The company enjoys all legal person property rights formed by shareholders' share capital, enjoys civil rights and bears civil liabilities according to law. The ownership of state-owned assets in a company belongs to the state.
Article 5 A company shall operate independently in accordance with the law with all its legal person property and be responsible for its own profits and losses. Under the national macro-control, the company independently organizes production and operation according to market demand, aiming at improving economic efficiency, labor productivity and realizing asset preservation and appreciation.
Article 6 The Company implements an internal management system with clear responsibilities, scientific management and combination of incentives and constraints.
Article 7 When a state-owned enterprise is transformed into a company, it must change its operating mechanism, gradually liquidate assets and verify capital, define property rights, clear up creditor's rights and debts, evaluate assets and establish a standardized internal management organization in accordance with the conditions and requirements stipulated by laws and administrative regulations.
Article 8 The establishment of a limited liability company or a joint stock limited company must meet the conditions stipulated in this Law. Those that meet the requirements specified in this Law shall be registered as limited liability companies or joint stock limited companies; Those who do not meet the requirements stipulated in this law shall not be registered as limited liability companies or joint stock limited companies. Where laws and administrative regulations stipulate that the establishment of a company must be submitted for examination and approval, it shall go through the examination and approval procedures according to law before the company is registered.
Article 9 A limited liability company established in accordance with this Law must indicate the words limited liability company in its name. A joint stock limited company established in accordance with this law must indicate the words joint stock limited company in its name.
Article 10 The domicile of a company is the place where its main office is located.
Article 11 To establish a company, the articles of association must be formulated in accordance with this Law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and managers. The business scope of the company is stipulated in the articles of association and registered according to law. Items restricted by laws and administrative regulations in the company's business scope shall be approved according to law. A company shall engage in business activities within the registered business scope. A company may change its business scope by modifying its articles of association according to legal procedures and registering the change with the company registration authority.
Article 12 A company may invest in other limited liability companies and joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution. Where a company invests in other limited liability companies or joint stock limited companies, the accumulated investment shall not exceed 50% of the company's net assets, except for investment companies and holding companies as stipulated by the State Council. After the investment, the capital increase made by the invested company with profits is not included in the capital increase.
Article 13 A company may set up a branch, which does not have the qualification of an enterprise legal person, and its civil liability shall be borne by the company. A company may establish subsidiaries, which have the status of enterprise legal persons and independently bear civil liabilities according to law.
Article 14 Companies engaged in business activities must abide by laws and professional ethics, strengthen the construction of socialist spiritual civilization, and accept the supervision of the government and the public. The legitimate rights and interests of the company are protected by law and shall not be infringed.
Fifteenth companies must protect the legitimate rights and interests of workers, strengthen labor protection, and achieve safety in production. The company adopts various forms to strengthen employees' vocational education and on-the-job training and improve their quality.
Article 16 The employees of the Company shall organize trade unions according to law, carry out trade union activities, and safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the trade union. A wholly state-owned company and a limited liability company invested and established by two or more state-owned enterprises or two or more other state-owned investors shall, in accordance with the provisions of the Constitution and relevant laws, implement democratic management through workers' congresses and other forms.
Article 17 The activities of grass-roots organizations of China * * * production party in the company shall be handled in accordance with the articles of association of China * * * production party.
Article 18 This Law shall apply to limited liability companies with foreign investment. If there are other provisions in the laws concerning Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and foreign-capital enterprises, such provisions shall apply.
Chapter II Establishment and Organization of a Limited Liability Company
Section 1 Establishment
Article 19 Establish a limited liability company; The following conditions shall be met: 1 shareholder meets the quorum; 2. Shareholders' capital contribution reaches the minimum statutory capital; Three shareholders * * * jointly formulate the Articles of Association; Having a company name and establishing an organization meeting the requirements of a limited liability company; Having a fixed production and business operation place and necessary production and business operation conditions.
Article 20 A limited liability company shall be established by more than two shareholders and less than fifty shareholders. State-authorized investment institutions or state-authorized departments may independently invest in the establishment of wholly state-owned limited liability companies.
Article 21 A state-owned enterprise established before the implementation of this Law meets the requirements for the establishment of a limited liability company as stipulated in this Law. If there is a single investor, it may be transformed into a wholly state-owned limited liability company in accordance with this Law. Multiple investors can be converted into the former.
A limited liability company as stipulated in the first paragraph. The implementation steps and specific measures for the transformation of state-owned enterprises into companies shall be formulated separately by the State Council.
Article 22 The articles of association of a limited liability company shall specify the following items: company name and domicile; 2. The business scope of the company; 3. Registered capital of the company; 4. Name of shareholders; Rights and obligations of shareholders; 6. The mode and amount of contribution of shareholders; 7. Conditions for shareholders to transfer their capital contribution; 8. The company's organizational structure, methods of formation, powers and rules of procedure; The legal representative of the company; 10. Reasons for dissolution of the company and liquidation methods; (eleven) other matters that shareholders think need to be stipulated. Shareholders shall sign and seal the articles of association.
Article 23 The registered capital of a limited liability company is the paid-in capital contribution of all shareholders registered with the company registration authority. The registered capital of a limited liability company shall not be less than the following minimum: 500,000 yuan for a company mainly engaged in production and operation; (2) 500,000 yuan for companies mainly engaged in commodity wholesale; Three hundred thousand yuan for commercial retail companies; 4. A technology development, consulting and service company100000 RMB. Where the minimum registered capital of a limited liability company in a specific industry needs to be higher than that stipulated in the preceding paragraph, it shall be stipulated separately by laws and administrative regulations.
Article 24 Shareholders may make capital contributions in cash or in kind, industrial property rights, non-patented technology and land use rights. Physical objects, industrial property rights, non-patented technologies or land use rights as capital contributions must be appraised and valued, and the property must be verified, and the valuation shall not be overestimated or underestimated. The evaluation and pricing of land use rights shall be handled in accordance with the provisions of laws and administrative regulations. The amount of investment with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a limited liability company, unless the state has special provisions on the adoption of high-tech achievements.
Article 25 Shareholders shall pay their respective subscribed capital contributions in full in accordance with the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the temporary account opened by the limited liability company in the bank; If the investment is made in kind, industrial property rights, non-proprietary technology or land use rights, the transfer procedures of its property rights shall be handled according to law. Where a shareholder fails to pay the subscribed capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full.
Article 26 After all the capital contributions are made by shareholders, the capital must be verified by a statutory capital verification institution and a certificate must be issued.
Article 27 After the capital contribution of all shareholders has been verified by the statutory capital verification agency, the representative or entrusted agent designated by all shareholders shall apply to the company registration authority for registration of establishment, and submit the company registration application, articles of association, capital verification certificate and other documents. Where laws and administrative regulations require the approval of relevant departments, the approval documents shall be submitted when applying for establishment registration. The company registration authority shall register those who meet the requirements stipulated in this law and issue a business license to the company; Those who do not meet the requirements stipulated in this law shall not be registered. The date of issuance of the company's business license is the date of establishment of a limited liability company.
Article 28 After the establishment of a limited liability company, if it is found that the actual price of the physical objects, industrial property rights, non-patented technologies and land use rights contributed is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference, and other shareholders at the time of the establishment of the company shall be jointly and severally liable for it.
Article 29 Where a limited liability company is established and a branch company is established at the same time, it shall apply to the company registration authority for branch company registration and obtain a business license. If a limited liability company establishes a branch after its establishment, its legal representative shall apply to the company registration authority for registration and obtain a business license.
Article 30 After the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders. The capital contribution certificate shall specify the following items: 1. Company name; 2. Date of company registration; 3. Registered capital of the company; 4. Name, amount and time of contribution of shareholders; 5. Number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company.
Article 31 A limited liability company shall keep a register of shareholders, which shall record the following items: the names and addresses of shareholders; 2. Capital contribution of shareholders; 3.No. of the capital contribution certificate.
Article 32 Shareholders have the right to consult the minutes of shareholders' meetings and the company's financial and accounting reports.
Article 33 Shareholders shall receive dividends in proportion to their capital contribution. When the company increases its capital, shareholders can subscribe for the capital contribution first.
Article 34 After the company is registered, shareholders may not withdraw their capital contribution.
Article 35 Shareholders may transfer all or part of their capital contributions to each other. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer. Under the same conditions, other shareholders have the preemptive right to purchase the capital contribution transferred with the consent of shareholders.
Article 36 After the shareholders transfer their capital contribution according to law, the company shall record the transferee's name, domicile and the transferred capital contribution in the register of shareholders.
Section 2 Organizational structure
Article 37 The shareholders' meeting of a limited liability company is composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 38 The shareholders' meeting shall exercise the following functions and powers: to decide on the company's business policy and investment plan; 2. Elect and replace directors and decide on their remuneration; 3. Elect and replace the supervisors who are the shareholders' representatives, and decide on the remuneration of supervisors; To examine and approve the report of the board of directors; 5. Review and approve the report of the board of supervisors or supervisors; 6. To review and approve the company's annual financial budget and final accounts; 7. Review and approve the profit distribution plan and loss recovery plan of the company; 8. To make resolutions on increasing or decreasing the registered capital of the company; 9. Make resolutions on the issuance of corporate bonds; To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders; (eleven) to make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company; (12) Amending the Articles of Association.
Article 39 Unless otherwise provided by this Law, the discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association. The resolution of the shareholders' meeting on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
Article 40 A company may amend its articles of association. The resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights.
Article 41 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 42 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this Law.
Article 43 Shareholders' meetings are divided into regular meetings and temporary meetings. Regular meetings shall be held on time in accordance with the provisions of the articles of association. Shareholders representing more than one quarter of voting rights, more than one third of directors or supervisors may propose to convene an interim meeting. Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.
Article 44 When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 45 A limited liability company shall have a board of directors with three to thirteen members. A limited liability company established by two or more state-owned enterprises or other two or more state-owned investors shall have staff representatives among its board members. The employee representatives in the board of directors are democratically elected by the employees of the company. The board of directors shall have a chairman and may have one or two vice-chairmen. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association. The chairman is the legal representative of the company.
Article 46 The board of directors shall be responsible for the shareholders' meeting and exercise the following powers: convene the shareholders' meeting and report its work to the shareholders' meeting; 2. Implement the resolutions of the shareholders' meeting; 3. Decide on the company's business plan and investment plan; 4. Formulate the company's annual financial budget and final accounts; 5. Formulate the company's profit distribution plan and loss compensation plan; 6. To formulate plans for increasing or decreasing the registered capital of the company; 7. To formulate plans for merger, division, change of corporate form and dissolution of the company; 8. Decide on the establishment of the company's internal management organization; 9. To appoint or dismiss the manager (general manager) of the company (hereinafter referred to as the manager), and to appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and to decide on their remuneration; Formulate the basic management system of the company.
Article 47 The term of office of directors shall be stipulated in the articles of association, but each term shall not exceed three years. Upon expiration of the term of office, a director may be re-elected if re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
Article 48 The meeting of the board of directors shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting. More than one third of the directors may propose to convene a board meeting.
Article 49 Unless otherwise provided by this Law, the methods of discussion and voting procedures of the board of directors shall be stipulated in the company's articles of association. When convening a board meeting, all directors shall be notified ten days before the meeting. The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
Article 50 A limited liability company shall have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers: presiding over the production, operation and management of the company and organizing the implementation of the resolutions of the board of directors; 2. Organize the implementation of the company's annual business plan and investment plan; 3. Draw up the establishment plan of the company's internal management organization; 4. Formulate the basic management system of the company; 5. Formulate specific rules of the company; 6. To propose the appointment or dismissal of the company's deputy manager and financial controller; 7. To appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors; 8. Other powers granted by the articles of association and the board of directors. The manager attended the board meeting.
Article 51 A limited liability company with a small number of shareholders and a small scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. The functions and powers of the executive director shall refer to this Law.
The provisions of Article 46 shall be stipulated in the articles of association. Where a limited liability company does not have a board of directors, the executive director shall be the legal representative of the company.
Article 52 Where a limited liability company is large in scale, a board of supervisors shall be established, and its members shall not be less than three. The board of supervisors shall elect a convener from among its members. The board of supervisors is composed of shareholders' representatives and employees' representatives in an appropriate proportion, and the specific proportion is stipulated in the articles of association. The employee representatives in the board of supervisors are democratically elected by the employees of the company. A limited liability company with fewer shareholders and smaller scale may have one or two supervisors. Directors, managers and financial officers may not concurrently serve as supervisors.
Article 53 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected.
Article 54 The board of supervisors or supervisors shall exercise the following functions and powers: check the financial affairs of the company; (two) to supervise the directors and managers who violate laws, regulations or the articles of association when performing their duties; (3) To require directors and managers to correct their actions when they harm the interests of the company; 4. Propose to convene an extraordinary general meeting of shareholders; 5. Other functions and powers as stipulated in the Articles of Association. Supervisors attend board meetings as nonvoting delegates.
Article 55 When a company studies and decides on issues related to employees' wages, welfare, production safety, labor protection and labor insurance, it shall listen to the opinions of the company's trade unions and employees in advance, and invite representatives of the trade unions or employees to attend relevant meetings as nonvoting delegates.
Article 56 The company shall listen to the opinions and suggestions of the company's trade unions and employees when studying and deciding on major issues of production and operation and formulating important rules and regulations.
Article 57 A director, supervisor or manager of a company shall not be employed under any of the following circumstances: he has no capacity for civil conduct or has limited capacity for civil conduct; (2) Being sentenced to punishment for committing crimes of corruption, bribery, embezzlement of property, misappropriation of property or disrupting social and economic order, and the execution period is less than five years, or being deprived of political rights for committing crimes, and the execution period is less than five years; (3) Having served as a director, factory director or manager of a company or enterprise that went bankrupt and liquidated due to poor management, and being personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the completion of the bankruptcy liquidation of the company or enterprise; (4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law, and being personally liable, it has not been more than three years since the business license of the company or enterprise was revoked. Five people have a large number of debts due and unpaid. If the company elects or appoints directors, supervisors or managers in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
Article 58 State civil servants shall not concurrently serve as directors, supervisors and managers of a company.
Article 59 Directors, supervisors and managers shall abide by the articles of association of the company, faithfully perform their duties and safeguard the interests of the company, and shall not use their position and authority in the company for personal gain. Directors, supervisors and managers shall not use their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Article 60 Directors and managers shall not misappropriate company funds or lend company funds to others. Directors and managers are not allowed to open accounts for the company's assets in their own names or in the names of other individuals. Directors and managers may not use the company's assets to guarantee the debts of shareholders or other individuals of the company.
Article 61 A director or manager shall not run the same business as the company he works for or engage in activities that harm the interests of the company. The income from engaging in the above business or activities shall be owned by the company. Except as stipulated in the articles of association or decided by the shareholders' meeting, directors and managers may not enter into contracts or conduct transactions with the company.
Article 62 Directors, supervisors and managers shall not disclose company secrets except in accordance with the law or with the consent of shareholders.
Article 63 Directors, supervisors and managers who violate laws, administrative regulations or the articles of association when performing their duties in the company shall be liable for compensation.
Section 3 Wholly State-owned Companies
Article 64 The term "wholly state-owned company" as mentioned in this Law refers to a limited liability company invested solely by an institution or department authorized by the state. Companies designated by the State Council to produce special products or companies belonging to specific industries shall take the form of wholly state-owned companies.
Article 65 The articles of association of a wholly state-owned company shall be formulated by the state-authorized investment institution or state-authorized department in accordance with this Law, or by the board of directors, and submitted to the state-authorized investment institution or state-authorized department for approval.
Article 66 A wholly state-owned company does not have a shareholders' meeting, and the board of directors of the company is authorized by the state-authorized investment institution or the state-authorized department to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company. However, the merger, division, dissolution, increase or decrease of capital and issuance of corporate bonds of a company must be decided by the state-authorized investment institution or the state-authorized department.
Article 67 Institutions or departments authorized by the state to invest shall supervise and manage the state-owned assets of wholly state-owned companies in accordance with the provisions of laws and administrative regulations.
Article 68 A wholly state-owned company shall establish a board of directors in accordance with this Law.
Article 46,
Article 66 provides for the exercise of functions and powers. The term of office of the board of directors is three years. The board of directors of the company is composed of three to nine members, who are appointed or replaced by state-authorized investment institutions or state-authorized departments according to the term of the board of directors. Members of the board of directors shall include representatives of employees of the company. The employee representatives in the board of directors are democratically elected by the employees of the company. The board of directors shall have a chairman and, if necessary, a vice chairman. The chairman, vice chairman, state-authorized investment institution or state-authorized department shall be appointed from the board of directors. The chairman is the legal representative of the company.
Article 69 A wholly state-owned company shall have a manager who shall be appointed or dismissed by the board of directors. Manager in accordance with this law
Article 50 provides for the exercise of official rights. With the consent of the state-authorized investment institution or the state-authorized department, members of the board of directors may concurrently serve as managers.
Article 70 Without the consent of an institution or department authorized by the state to invest, the chairman, vice-chairman, directors and manager of a wholly state-owned company may not concurrently be the person in charge of other limited liability companies, joint stock limited companies or other business organizations.
Article 71 For the transfer of assets of a wholly state-owned company, in accordance with the provisions of laws and administrative regulations, the state-authorized investment institution or state-authorized department shall go through the formalities of examination and approval and property right transfer.
Seventy-second large state-owned companies with sound management system and good operating conditions may exercise the rights of property owners with the authorization of the State Council.
Chapter III Establishment and Organization of a Joint Stock Limited Company
Section 1 Establishment
Article 73 To establish a joint stock limited company, the following conditions shall be met: the promoters meet the quorum; 2. The share capital subscribed by the promoters and publicly raised by the society reaches the minimum statutory capital; 3. The issuance and preparation of shares are in compliance with the law; 4. The Articles of Association shall be formulated by the promoters and passed by the founding meeting; Having a company name and establishing an organization meeting the requirements of a joint stock limited company; Having a fixed production and business operation place and necessary production and business operation conditions.
Article 74 A joint stock limited company may be established by initiating or offering. A promoter refers to a company established by the promoters who subscribe for all the shares that should be issued by the company. 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.
Article 75 For the establishment of a joint stock limited company, there shall be more than five promoters, and more than half of them shall have their domicile in China. When a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than five, but it shall be established by way of offering.
Article 76 The promoters of a joint stock limited company must subscribe for the shares they should subscribe for in accordance with the provisions of this Law and undertake the preparatory work for the company.
Article 77 The establishment of a joint stock limited company must be approved by the department authorized by the State Council or the provincial people's government.
Article 78 The registered capital of a joint stock limited company is the total paid-in share capital registered with the company registration authority. The minimum registered capital of a joint stock limited company is 10 million yuan. Where the minimum registered capital of a joint stock limited company needs to be higher than the above-mentioned limit, it shall be stipulated separately by laws and administrative regulations.
Article 79 The articles of association of a joint stock limited company shall specify the following items: company name and domicile; 2. The business scope of the company; 3. The method of company establishment; 4. The total number of shares, the amount of each share and the registered capital of the company; 5. The name of the promoters and the number of shares subscribed; Rights and obligations of shareholders; Composition, authority, term of office and rules of procedure of the board of directors; The legal representative of the company; Composition, authority, term of office and rules of procedure of the board of supervisors; 10. profit distribution method of the company; (eleven) the reasons for the dissolution of the company and the liquidation methods; (12) Measures for company notice and announcement; (XIII) Other matters deemed necessary by the shareholders' meeting.
Article 80 Sponsors may contribute capital in cash, in kind, industrial property rights, non-patented technology and land use rights. Physical objects, industrial property rights, non-patented technologies or land use rights as capital contributions must be assessed and valued, property verified and shares converted. Do not overestimate or underestimate the price. The evaluation and pricing of land use rights shall be handled in accordance with the provisions of laws and administrative regulations. The amount of contribution made by the promoters with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a joint stock limited company.
Article 81 When a state-owned enterprise is transformed into a joint stock limited company, it is strictly forbidden to convert state-owned assets into shares at a low price, sell them at a low price or distribute them to individuals free of charge.
Article 82 Where a joint stock limited company is established by means of sponsorship, the promoters shall immediately pay all the shares after subscribing in writing for the shares to be issued as stipulated in the articles of association. If the investment is made in kind, industrial property rights, non-patented technology or land use rights, the transfer procedures of its property shall be handled according to law. After the promoters have paid all the capital contributions, they shall elect the board of directors and the board of supervisors, and the board of directors shall submit the approval documents, articles of association, capital verification certificates and other documents for the establishment of the company to the company registration authority to apply for the establishment registration.
Article 83 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 shares of the company, and the remaining shares shall be offered to the public.
Article 84 When the promoters offer shares to the public, they must submit an application for offering shares to the securities management department of the State Council, and submit the following main documents: documents approving the establishment of the company; the Articles of association of the company 3. Business evaluation; 4. The name of the promoters, the number of shares subscribed by the promoters, the type of capital contribution and the capital verification certificate; 5. Prospectus; 6. The name and address of the bank offering shares; 7. Name of the underwriting institution and relevant agreements. Without the approval of the securities administration department of the State Council, the promoters may not offer shares to the public.