Conditions for transforming a limited liability company into a joint stock limited company
1. The sponsors meet the quorum. According to Article 79 of the Company Law, to establish a joint stock limited company, there should be two or more promoters, and more than half of the promoters must have a domicile in China.
2. The share capital subscribed and raised by the promoters reaches the minimum statutory capital. The minimum registered capital of a joint stock limited company is 5 million yuan; Where laws and administrative regulations have higher provisions on the minimum registered capital of a joint stock limited company, those provisions shall prevail. Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all promoters registered in the company registration authority. The initial investment of all promoters of the company shall not be less than 20% of the registered capital, and the rest shall be fully paid by the promoters within two years from the date of establishment of the company; Among them, the investment company can pay in full within 5 years. No shares may be sold to others before the full amount of shares has been paid. Where a joint stock limited company is established by offering, the registered capital shall be the total paid-in share capital registered with the company registration authority. If it is established by way of offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company; However, if there are other provisions in laws and administrative regulations, those provisions shall prevail. After the promoters and subscribers have paid the shares or paid the capital contribution to offset the shares, the promoters fail to convene the founding meeting on schedule or the founding meeting decides not to set up the company, except that the shares have not been fully raised on schedule. Capital cannot be withdrawn.
3. The issuance and preparation of shares are in compliance with the law. The promoters must declare the documents in accordance with the regulations and undertake the preparatory work for the company.
4. The articles of association shall be formulated by the promoters, and those established by offering shall be adopted by the founding meeting. The Articles of Association is the most important legal document of the company. The promoters shall draft and formulate the draft articles of association according to the requirements of the Company Law, the Guidelines for Articles of Association of Listed Companies or the necessary clauses and relevant provisions of the articles of association of overseas listed companies. The draft articles of association of a joint stock limited company established by offering shall be submitted to the founding meeting for voting. Where the promoters offer shares to the public, they shall submit the draft articles of association to the China Securities Regulatory Commission.
5. Have a company name and establish an organization that meets the requirements of a joint stock limited company. The company limited by shares to be established shall determine the company name in accordance with the requirements of industrial and commercial registration management regulations. The company name consists of administrative division, brand name, industry and organizational form in turn, unless otherwise stipulated by laws and regulations. A company can only use one name. The company name approved and registered by the company registration authority is protected by law. A joint stock limited company shall establish a shareholders' meeting, a board of directors, a manager and a board of supervisors.
6. Have a company residence. The domicile of the company is the place where its main office is located. The domicile of the company is the basis for determining the jurisdiction of the company's registration level, the service of litigation documents, the place of debt performance, the jurisdiction of the court and the application of the law. There can only be one company domicile registered by the company registration authority, and the company domicile shall be within the jurisdiction of the company registration authority. Changes in the company's domicile shall be registered with the company registration authority.
When a limited liability company is reorganized into a joint stock limited company, the documents and certificates to be submitted when applying for registration:
1, application form for registration (filing) of enterprise change (restructuring) (including application form for registration of enterprise change (restructuring), list of investors after the change, payment of registered capital (registered capital and contribution) of investors after the change), registration form of legal representative, employment certificates of board members, managers and supervisors, etc.
2. Letter of appointment (entrustment) signed by the representative designated by the board of directors or * * * and the entrusted agent;
3. Notice of pre-approval of enterprise name change and list of investors whose names are pre-approved;
4. The qualification certificate of the promoters;
5. Articles of Association (submitted in hard copy, please sign by all shareholders; Corporate shareholders, need to build the official seal of the legal entity);
6, the original enterprise assets appraisal report (involving state-owned assets should be submitted to the state-owned assets management department for approval or filing documents);
7. Capital verification report; Where the newly-increased capital contribution of shareholders is non-monetary capital contribution, an appraisal report (approval or filing documents of the state-owned assets management department shall be submitted if the state-owned assets appraisal is involved) and a report of the statutory capital verification institution to verify the appraisal results and handle the formalities of property right transfer shall be submitted;
8, including state-owned shares submitted to the state-owned assets management department issued by the state-owned equity management documents;
9. Resolutions of the Board of Directors and the Board of Supervisors on the election of the Chairman and Chairman of the Board of Supervisors;
10, the original and photocopy of the business license of the restructured enterprise;
The purpose of establishing a joint stock limited company
(1) Provide financing channels for high-tech enterprises.
(2) Effectively evaluate the value of venture capital through market mechanism, promote the combination of knowledge and capital, and promote the development of knowledge economy.
(3) Providing "export" for venture capital funds, dispersing the risks of venture capital, promoting a virtuous circle of high-tech investment, and improving the flow and use efficiency of high-tech investment resources.
(4) Increase the liquidity of innovative enterprise shares, facilitate enterprises to implement equity incentive plans, and encourage employees to participate in enterprise value creation.
(5) Promote the standardized operation of enterprises and establish a modern enterprise system.
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