According to the Company Law of People's Republic of China (PRC):
Article 78 To establish a joint stock limited company, there shall be two or more promoters, more than half of whom shall have their domicile in China.
Article 80 Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all sponsors registered at the company registration authority. Before the shares subscribed by the promoters have been paid in full, they may not raise them from others.
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.
Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in amount of registered capital and the minimum amount of registered capital, those provisions shall prevail.
Article 83 Where a joint stock limited company is established by means of sponsorship, the promoters shall fully subscribe for the shares stipulated in the articles of association in writing and pay the capital contribution in accordance with the provisions of the articles of association. Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
If the promoters fail to make capital contributions in accordance with the provisions of the preceding paragraph, they shall be liable for breach of contract in accordance with the promoters' agreement.
After the promoters have fully subscribed the capital contribution stipulated in the articles of association, they shall elect the board of directors and the board of supervisors, and the board of directors shall submit other documents stipulated in the articles of association and laws and administrative regulations to the company registration authority to apply for establishment registration.
Extended data:
According to the Company Law of People's Republic of China (PRC):
Article 87 A promoter who offers shares to the public shall be underwritten by a legally established securities company, and an underwriting agreement shall be signed.
Article 88 When the promoters offer shares to the public, they shall sign an agreement with the bank to collect shares.
The bank that collects the shares shall collect and keep the shares in accordance with the agreement, issue a receipt to the subscribers who paid the shares, and have the obligation to issue a receipt to the relevant departments.
Article 89. After the share capital of the issued shares is paid in full, it must be verified by a legally established capital verification institution and issued with a certificate. The promoters shall preside over the founding meeting of the company within 30 days from the date of full payment of the shares. The founding meeting consists of sponsors and subscribers.
If the issued shares have not been fully raised within the time limit stipulated in the prospectus, or if the promoters fail to convene the founding meeting within 30 days after the full payment of the shares, the subscribers may require the promoters to return the shares according to the paid shares plus the bank deposit interest for the same period.
Article 90 The promoters shall notify or announce the date of the founding meeting to the subscribers fifteen days before the founding meeting. The founding meeting shall be held only when promoters and subscribers representing more than half of the total number of shares are present.
The inaugural meeting shall exercise the following functions and powers:
(1) To review the report of the promoters on the preparation of the company;
(2) adopting the articles of association;
(3) Electing members of the board of directors;
(4) Electing members of the board of supervisors;
(5) Examining the start-up expenses of the company;
(6) Examining the pricing of the property of the promoters as share proceeds.
(7) If the establishment of the company is directly affected by force majeure or major changes in business conditions, a resolution not to establish the company may be made.
The resolution of the founding meeting on the matters listed in the preceding paragraph must be passed by more than half of the voting rights held by the subscribers present at the meeting.
Article 91 After the promoters and subscribers have paid their share capital or contributed capital to offset the share capital, they shall not withdraw their share capital, except for the failure to raise shares in full and on time, the failure of the promoters to convene the founding meeting on time or the resolution of the founding meeting not to set up the company.
Article 92 The board of directors shall, within 30 days after the founding meeting, submit the following documents to the company registration authority to apply for establishment registration:
(1) An application for company registration;
(two) to create the minutes of the meeting;
(3) Articles of association;
(4) capital verification certificate;
(5) The post-holding documents of the legal representative, directors and supervisors and their identity certificates;
(6) the legal person qualification certificate or the identity certificate of a natural person of the promoters;
(7) proof of the company's domicile.
Where a joint stock limited company is established by public offering, it shall also submit the approval documents of the State Council Securities Regulatory Authority to the company registration authority.
Article 93 After the establishment of a joint stock limited company, if the promoters fail to make full capital contribution in accordance with the provisions of the articles of association, they shall make up the capital contribution; Other promoters shall bear joint and several liability.
After the establishment of a joint stock limited company, it is found that the actual price of the company's non-monetary property is obviously lower than the amount stipulated in the company's articles of association, and the sponsors of the capital contribution shall make up the difference; Other promoters shall bear joint and several liability.
Article 94 The promoters of a joint stock limited company shall bear the following responsibilities:
(1) When the company cannot be established, it shall be jointly and severally liable for the debts and expenses arising from the establishment;
(2) When the company cannot be established, it shall be jointly and severally liable for the return of the share capital paid by the subscribers, plus the interest on the bank deposits for the same period;
(3) If the interests of the company are damaged due to the fault of the promoters during the establishment of the company, it shall be liable for compensation.
Article 95 When a limited liability company is changed into a joint stock limited company, the total paid-in share capital shall not be higher than the company's net assets. 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.
Article 96 A joint stock limited company shall keep its articles of association, register of shareholders, corporate bond stubs, minutes of shareholders' general meeting, minutes of board meetings and financial and accounting reports in the company.
Article 97 Shareholders have the right to consult the company's articles of association, shareholders' register, corporate bond stubs, minutes of shareholders' general meeting, resolutions of the board of directors, and financial and accounting reports, and make suggestions or queries on the company's operation.
Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law