According to the Company Law, the basic elements of a company include the following aspects:
1, organizational requirements. Company category, company name, domicile, business scope and organization.
2. Elements of the founder:
(1) The founder of the company can be a natural person or a legal person. But a natural person must be a person with full capacity. A legal person must be a social organization with legal personality. Shareholders of an unlimited liability company with unlimited joint and several liability, or partners of a partnership and other social organizations without legal capacity may not act as promoters of the company in the name of a group.
(2) Requirements for the number of founders: The number of founders in the early days of a company varies from law to law.
According to the company law of our country, a limited liability company is established, and the number of shareholders is more than two and less than fifty. A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. The sole shareholder of a wholly state-owned company is a government agency that invests according to the authorization of the state or a company with government functions. To establish a joint stock limited company, there should be more than five promoters, more than half of whom must have domicile in China. When a state-owned enterprise is transformed into a joint stock limited company, there may be less than five people, but it shall be established by way of offering.
3. The capital contribution elements of the promoters. In countries that implement the authorized capital system, there are no clear and strict legal provisions on the capital contribution requirements of promoters. However, China is a country that implements the principle of determining capital contribution, and there are strict and detailed regulations on the capital contribution requirements of promoters.
(1) The registered capital of a limited liability company or a joint stock limited company shall not be lower than the statutory minimum registered capital stipulated in Articles 23 and 78 of the Company Law.
(2) Regarding the mode of capital contribution, the law allows the use of physical objects, industrial property rights, non-patented technologies, land use rights and other modes of capital contribution that can be calculated in currency. But at the same time, it is stipulated that the value of intangible assets shall not exceed 20% of the registered capital.
(3) The promoters must clearly stipulate the total registered capital of the company in the articles of association. The amount and mode of contribution of the promoters and the registered capital must be paid in full when the company is established. According to Article 28 of the Company Law: "After the establishment of a limited liability company, it is found that the actual price of the physical objects, industrial property rights, non-patented technologies and land use rights as capital contributions is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders will make up the difference, and other shareholders at the time of the establishment of the company will be jointly and severally liable for it." 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 society. Fourth, it is forbidden to "falsely report registered capital", "falsely contribute capital" and "withdraw capital contribution". If yes, legal liabilities will be investigated according to Article 206 of the Company Law, 208th Article and relevant laws.
4. Establishment of behavioral elements.
(2) Procedural requirements.
The procedural requirements for the establishment of a company include application for registration of establishment, examination of relevant registration authorities, licensing registration and other procedures. The company registration authority in China is the administrative department for industry and commerce. The principle of hierarchical jurisdiction is applied in company registration.
1. Application for establishment registration. According to the provisions of Article 27 and Article 82 of the Company Law, the establishment of a limited liability company or a joint stock limited company shall, within 30 days after the capital contribution of all shareholders of the company is completed or the founding meeting of the joint stock limited company is concluded, apply to the relevant registration authority for establishment registration, and submit the documents required for the establishment of the company.
2, the registration authority for examination, license registration. The registration authority examines the applicant's application for establishment registration and the documents submitted, and collects the company's establishment registration fee. Upon examination, if it meets the requirements stipulated in the Company Law, it shall be registered for establishment and issued with a business license, and the company shall be established from the date when the business license is issued.
Legal basis: Article 23 of the Company Law of People's Republic of China (PRC) shall meet the following conditions for establishing a limited liability company:
(1) Shareholders meet the quorum;
(2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association;
(3) Shareholders * * * agree to formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.