1. Application form for registration of enterprise change (restructuring) (including application form for registration of enterprise change (restructuring), change of list of unit investors (unit shareholders and promoters), change of list of natural person shareholders (promoters), investors of sole proprietorship enterprises and partners of partnership enterprises, and change of registered capital of investors (please fill in corresponding contents according to different changes in registered capital of investors);
2. Letter of appointment (power of attorney);
3. The original and photocopy of the Business License of Enterprise as a Legal Person;
4. To change the following items, the following documents and certificates need to be submitted:
Change name: (1) notice of pre-approval of enterprise name change; (Please refer to "One-time Notice ①-How to Pre-register Name" for the pre-approval registration of name change); (2) The resolution of the shareholders' meeting or the shareholders' decision of a one-person limited liability company.
Change of domicile: resolution of shareholders' meeting or decision of shareholders of a one-person limited liability company.
Change of legal representative: decisions made by shareholders' meeting or shareholders of a one-person limited liability company according to the articles of association or resolutions of the board of directors.
Increase of registered capital: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) If the capital is increased in cash, a capital verification report issued by a statutory capital verification institution shall be submitted; (3) If the capital is increased in a non-monetary way, an evaluation report (the confirmation document of the state-owned assets management department shall be submitted if it involves the evaluation of state-owned assets) and a report of the statutory capital verification institution to verify the evaluation results and handle the formalities of property right transfer shall also be submitted.
note:
In the modified registered capital, the monetary part shall not be less than 30% of the total amount, but it is not required that the monetary part of the increased registered capital shall not be less than 30%.
After the registered capital is paid in full, if the company applies for increasing the registered capital, the increased registered capital can be paid in installments in accordance with the relevant provisions on capital contribution at the time of establishment, and at the time of registration of change, no less than 20% of the capital contribution shall be paid, and the rest shall be paid in full within 2 years from the date of approval of registration of change. (The investment enterprise shall not exceed 5 years from the date of approval of change registration).
If the registered capital is not fully paid but paid on schedule, the capital contribution of not less than 20% of the capital increase shall be paid at the time of change registration, and the original capital contribution may be paid according to the revised articles of association. The remaining capital contribution time shall not exceed 2 years from the date of establishment of the enterprise (the investment enterprise shall not exceed 5 years from the date of establishment).
Where the registered capital is increased by the capital reserve fund and undistributed profit (after tax) included in the equity premium, a capital verification report issued by an accounting firm shall be submitted. Where the statutory common reserve fund of the company is converted into registered capital, the capital verification certificate shall state that the retained common reserve fund shall not be less than 25% of the registered capital of the company before the conversion.
Where the shareholder has contributed more than 6,543,800 yuan (inclusive) with technical achievements, the appraisal institution shall attach the reference opinions signed by relevant experts or the appraisal opinions issued by the government department in charge of science and technology or relevant scientific research institutions in the appraisal report.
Reduction of registered capital: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) Publish the sample of the capital reduction announcement in the newspaper (your application for capital reduction will not be accepted until 45 days after the announcement); (3) An explanation of the company's debt settlement or guarantee; (4) capital verification report.
Change of paid-in capital: capital verification report (in case of non-monetary investment, an evaluation report shall also be submitted; Involving the evaluation of state-owned assets, it shall submit the confirmation documents of the state-owned assets management department, and clearly explain the verification of the evaluation results and the transfer procedures of property rights in the capital verification report).
Where the shareholder has contributed more than 6,543,800 yuan (inclusive) with technical achievements, the appraisal institution shall attach the reference opinions signed by relevant experts or the appraisal opinions issued by the government department in charge of science and technology or relevant scientific research institutions in the appraisal report.
Change of investment mode: (1) Resolution of shareholders' meeting; (2) If the non-monetary capital contribution is changed into monetary capital contribution, a capital verification report issued by a statutory capital verification institution shall be submitted; Where the monetary contribution is changed to non-monetary contribution or the non-monetary contribution is changed to other non-monetary contributions, an evaluation report of all non-monetary contributions (the confirmation document of the state-owned assets management department shall be submitted for the evaluation of state-owned assets) and a report of the statutory capital verification institution to verify the evaluation results and handle the formalities of property right transfer shall be submitted.
Note: Non-monetary contributions that have gone through the formalities of property transfer shall not be changed.
Change of investment time: resolution of shareholders' meeting.
Transfer of equity by shareholders: (1) Resolution of shareholders' meeting (resolution is not required for transfer of all or part of equity between shareholders); (2) Equity transfer agreement; (three) involving the transfer of state-owned property rights in this Municipality, submit the property rights transaction certificate issued by Beijing Property Rights Exchange Co., Ltd.; Involving the transfer of state-owned property rights of central enterprises, it shall submit the Certificate of Property Rights Transaction issued by the pilot institution of state-owned property rights transaction of central enterprises; Involving the transfer of state-owned property rights in different places, according to the relevant provisions of the local government's state-owned property rights, submit the delivery documents of property rights transfer issued by the prescribed property rights trading institutions or the approval documents of property rights transfer issued by the state-owned assets management department; (4) In case of change of shareholders, the qualification certificate of the new shareholders shall be submitted.
Change of business scope: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) If the new business project involves pre-licensing, the approval documents of the relevant examination and approval departments shall be submitted.
Change of shareholder name: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) Certificate of shareholder's name change (corporate shareholders's name change, certificate of name change issued by the shareholder registration authority; If the name of a natural person shareholder changes, a certificate shall be issued by the public security department where the registered permanent residence is located); (3) the altered shareholder qualification certificate.
Change of business term: one-person limited liability company's shareholders' meeting resolution or shareholders' decision.
Change of registration authority due to capital increase or relocation of residence across registered jurisdictions:
Step 1: The applicant submits the change materials to the registration authority of the place of immigration, and the registration authority of the place of immigration will issue the Notice of Acceptance and the Notice of Enterprise Migration after accepting it;
Step 2, the enterprise submits the Notice of Enterprise Migration to the emigration registration authority, and the emigration registration authority issues the Notice of Enterprise Migration Approval to the emigration enterprise; The file management department of the emigration place sends the registered files to the file management department of the emigration place by registered mail;
Step 3: The registration authority at the place of immigration will notify the enterprise to obtain a new business license by telephone with the Notice of Acceptance and the Notice of Permission to Move Out (or go through verification procedures).
Note: If the company's change registration involves amending the articles of association, it shall submit the revised articles of association or amendments to the articles of association signed by the legal representative of the company and stamped with the official seal of the enterprise.
Where it is necessary to change the license documents before changing the registered items according to laws, administrative regulations and the State Council decisions, the changed license documents shall be submitted at the time of changing the registration.