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.
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.
Limited liability company and joint stock limited company are two forms of company, and these two forms can be converted to each other. If the system is to be reformed, it needs to be carried out in accordance with legal procedures. What is the legal basis for changing a limited liability company into a joint stock limited company? Ask Bian Xiao, a legal network, to introduce you.
Second, the process of changing a limited liability company into a joint stock limited company
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First, formulate the enterprise restructuring plan and form an effective resolution of the shareholders' meeting.
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Second, the assets and capital 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.
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Third, 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.
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Four. assets appraisal/evaluation
Asset appraisal refers to the appraisal of assets, that is, a qualified asset appraisal institution scientifically evaluates the present value of an enterprise's assets according to specific purposes and following legal standards and procedures? And confirm it in the form of a report. 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.
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Verb (abbreviation of verb) 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.
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Capital contribution subscribed by intransitive verbs
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.
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Seven. Application 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.
Legal basis:
Company Law of the People's Republic of China
Article 9 When a limited liability company is changed into a joint stock limited company, it shall meet the requirements of a joint stock limited company as stipulated in this Law. When a joint stock limited company is changed into a limited liability company, it shall meet the conditions of a limited liability company as stipulated in this Law.
Article 76 The establishment of a joint stock limited company shall meet the following conditions:
(1) The promoters meet the quorum;
(2) It has the total amount of capital subscribed or paid-in by all promoters in accordance with the articles of association;
(3) The issuance and offering of shares comply with the law;
(4) The promoters shall formulate articles of association, which shall be adopted by the founding meeting;
(5) Having a company name and establishing an organization meeting the requirements of a joint stock limited company;
(6) Having a company domicile.
Article 96 The total amount of converted share capital after the change shall not be higher than the net assets of the company. 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.