An ordinary limited liability company needs 2 or more shareholders with a minimum registered capital of 30,000 yuan. Since June 1 2006, the new company law allows 1 shareholders to register a limited liability company. This special limited liability company is also called "one-person limited liability company" (but there will be no "one person" in the company name and "sole proprietorship by natural persons" in the license), which requires minimum registration.
If you invest and start a business in partnership with friends and relatives, you can choose an ordinary limited company with a minimum registered capital of 30,000 yuan; If it is the sole shareholder, choose a one-person limited liability company with a minimum registered capital of 65,438+10,000 yuan.
Second, the steps of registering a company:
1. Name verification: Go to the Industrial and Commercial Bureau and get an Application Form for Pre-approval of Enterprise Name, and fill in the company name you want. The Industrial and Commercial Bureau will search online (the intranet of the Industrial and Commercial Bureau) to see if there are duplicate names. If there is no duplicate name, you can use that name and issue the Notice of Pre-approval of Enterprise (Brand Name). This step charges 30 yuan. ?
2. Rent a house: rent an office in a special office building. If you have your own factory or office, you can do this. In some places, you are not allowed to work in residential buildings. After renting a house, you should sign a rental contract and ask the landlord to provide a copy of the real estate license.
After signing the rental contract, you have to go to the tax bureau to buy stamp duty, and the tax rate is one thousandth of the annual rent. For example, if your annual rent is 65,438+00,000 yuan, you need to buy stamp duty of 65,438+00 yuan and post it on the front page of the rental contract. Any place that needs to use the rental contract in the future needs a copy of the contract with stamp duty.
3. Write the Articles of Association: You can download a sample of the Articles of Association from the website of the Administration for Industry and Commerce and modify it. The Articles of Association shall be finally signed by all shareholders.
4. Carve a private seal: carve a private seal at the place where the seal is engraved on the street and tell them to carve a legal person's private seal (square). The cost is around 20 yuan.
5. Obtain the "bank inquiry letter" from the accounting firm: contact the accounting firm to obtain the "bank inquiry letter" (it must be the original, and the accounting firm has a fresh stamp). If you are not clear, you can look at the classified advertisements in the newspaper. There are many advertisements in accounting firms.
6. Go to the bank to open a company's capital verification account: all shareholders bring their share of capital contribution to the bank, and bring the company's articles of association, the name capital verification notice issued by the Industrial and Commercial Bureau, the personal seal of the legal representative, ID card, capital verification amount and blank inquiry letter form to the bank to open a company account. You have to tell the bank that it is a capital verification account.
After opening a company account, each shareholder will deposit the corresponding money into the company account according to his own capital contribution. The bank will issue a payment slip to each shareholder and stamp the bank seal on the confirmation letter.
Note: According to the Company Law, when registering a company, investors (shareholders) must make full contributions, which can be in the form of loans (namely RMB), physical objects (such as automobiles), real estate and intellectual property rights. All the banks get is a monetary contribution.
If you have physical objects, real estate, etc. As a capital contribution, it is troublesome to go to an accounting firm to evaluate its value before making a capital contribution with its actual value. So I suggest you take money directly to contribute. No matter how you get the money, whether you borrow it yourself or not, you just need to pay the capital contribution in full.
7. Handling capital verification report: Go to the accounting firm to handle the capital verification report with the shareholder's payment form issued by the bank, the inquiry letter sealed by the bank, the articles of association, the name verification notice, the rental contract and the copy of the real estate license. The general expenses are around 500 yuan (the registered capital is less than 500,000 yuan).
8. Registered company: obtain various forms of company establishment registration from the Industrial and Commercial Bureau, including the application form for establishment registration, the register of shareholders (promoters), the registration form of directors, managers, supervisors, legal representatives, designated representatives or entrusted agents, etc. Fill it out and submit it to the Industrial and Commercial Bureau together with the Notice of Name Approval, Articles of Association, Rental Contract, Copy of Property Ownership Certificate and Capital Verification Report. You can get the license in about three working days. The cost is around 300 yuan.
9. With the business license, engrave the official seal and financial seal at the engraving institution designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.
10. Handling the enterprise organization code certificate: Handling the organization code certificate with the business license at the Technical Supervision Bureau at the expense of 80 yuan. It will take half a month to get this certificate. The technical supervision bureau will first issue a certificate of the pre-acceptance code. With this document, you can go through the tax registration certificate and basic bank account opening procedures.
1 1. Go to the bank to open basic deposit account: With the business license and organization code certificate, go to the bank to open basic deposit account. It is best to do it in the same branch of the bank that did the capital verification at the beginning, otherwise a capital verification account fee of 100 yuan will be charged.
Opening a basic deposit account requires a lot of forms. You'd better take everything you can, or you'll have to make many trips, including the original business license, ID card, organization code certificate, public property stamp and legal person stamp.
When you open basic deposit account, you need to buy a cipher (since the second half of 2005, most banks have this requirement), and the cipher needs 280 yuan. In the future, your company will need to use a cipher to generate passwords when writing checks and withdrawing money.
12. tax registration: after obtaining the license, you should go to the local tax bureau for tax registration certificate within 30 days. General companies need to apply for two kinds of tax registration certificates, national tax and local tax. 40 yuan 80 yuan.
When handling the tax registration certificate, you must have an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card. You can hire a part-time accountant first. The salary of a part-time accountant just hired by a small company is generally enough in 200 yuan.
13. Apply for an invoice: If your company sells goods, you should apply for an invoice in the national tax; If it is a service company, it should handle the invoice in the local tax.
Finally, it opened. Pay attention to tax returns on time every month. Even if you don't need to pay taxes if you don't start business, you should declare it at zero, otherwise you will be fined.
Extended data:
Company change
1, change of company name
A company can be renamed one year after its establishment.
After changing the company name, corresponding changes need to be made in banking, taxation, social security and other departments. If you have a trademark certificate, you need to change it.
2. Change of registered capital
When the Company intends to increase or decrease its registered capital due to financing, increase or decrease of shareholders, etc. Then it should be revised in the industrial and commercial bureau in time.
Reducing capital is more difficult than increasing capital, and it takes a long time to reduce capital.
3. Changes in the proportion of shareholders and capital contribution
When the company increases or decreases shareholders due to financing, equity incentive, shareholder withdrawal, etc. , will change the company's shareholder structure, need to go to the industrial and commercial and tax departments to change.
The difficulty of equity transfer mainly lies in the tax link. The key is to see whether the equity is assessed as a premium transfer. If it is a premium transfer, you need to pay 20% tax.
4. Change of registered address
With the development of the company, more and more partners joined the company and rented bigger offices. After the staff move there, the registered address of the company's business license will also be changed, otherwise they may face fines from the industrial and commercial departments.
It is easier to change the address in the same district than across districts. In addition to industrial and commercial reform, banks and social security should also be changed. If there is a trademark certificate, ICP certificate and other qualification certificates, and there is a registered address on the certificate, the address needs to be changed accordingly.
5. Change of business scope
When a company expands new business or adjusts its business field, it must go to the industrial and commercial department to change its business scope in time.
If the new business scope involves qualification examination and approval, it is necessary to apply for relevant qualifications in time.
6. Changes in senior management information
Where directors, legal persons, supervisors and managers change, they shall go to the industrial and commercial department to make changes in time.
This item is easily overlooked in practice, especially the change of supervisor position.
Baidu Encyclopedia-Company Registration