The basic steps of transforming state-owned enterprises into limited liability companies: the establishment of limited liability companies generally adopts the method of initiation, that is, the sponsors subscribe for all the shares of the company. This is different from the way in which a joint stock limited company can be established through initiation and offering. In China, in addition to initiating the establishment, there is also a way for the state to set up separately, which is suitable for the establishment of a wholly state-owned company. China's "Company Law" stipulates that a limited liability company shall be established by two or more and fifty or less people with the same capital contribution; State-authorized investment institutions or state-authorized departments may independently invest in the establishment of wholly state-owned limited liability companies. For the former state-owned enterprises, if the company law stipulates that they meet the conditions for the establishment of a limited liability company, the sole investor (that is, the state) may be reorganized into a wholly state-owned limited liability company in accordance with this law; If there are more than one investor, it can be restructured into the aforementioned first-class limited liability company according to this law, that is, the limited liability company initiated and established. Although restructuring is different from initiating establishment, considering that restructuring and initiating establishment are still very similar, we will discuss them here together. After the conditions for the establishment of a limited liability company are met, the company shall be established according to the following procedures: (1) The promoters reach an agreement on the establishment of a limited liability company. The promoters of a company refer to the promoters who, in accordance with the provisions of the company law and administrative regulations, conclude a promoter agreement, apply for the establishment of a company, subscribe for the shares of the company and be responsible for the establishment of the company. Both legal persons and natural persons who meet the conditions for establishment can become sponsors of a limited liability company. The promoters reached an agreement on the establishment of a limited liability company through equal consultation. They can entrust one or several promoters to apply for registration and other establishment matters, or they can entrust a third person who specializes in this business as a trustee (agent) to handle this matter. The company's feasibility report, articles of association and other documents are generally drafted by the sponsors. In the pilot stage of shareholding system, the shareholding system reform of state-owned enterprises was actually initiated by the superior competent department of the enterprise. Or by the enterprise itself to apply, after the approval of the competent authorities, the formation of the facts of the case. (2) Evaluate assets and define property rights. The capital contribution of shareholders must be verified and certified by certified public accountants approved by the state. Involving state-owned assets, the state-owned assets management department shall confirm the ownership of its property rights and earnestly safeguard the state-owned assets from infringement. (III) Formulation of Articles of Association The articles of association of a limited liability company shall be jointly formulated by all shareholders and signed and sealed by all shareholders. The articles of association of the company shall specify the following items (Article 22 of the Company Law): 1, company name and domicile; 2. The business scope of the company; 3. Registered capital of the company; 4. Name of shareholders; 5. Rights and obligations of shareholders; 6. The mode and amount of contribution of shareholders; 7. Conditions for shareholders to transfer their capital contribution; 8. The organization of the company and its production methods, powers and rules of procedure; 9. The legal representative of the company; 10. Reasons for dissolution of the company and liquidation methods; 1 1. Other matters that shareholders think need to be specified. (IV) Shareholders' Capital Contribution The registered capital of a limited liability company is the total share capital of the company, that is, the total capital subscribed by all shareholders. The total share capital of the company must be fully subscribed by shareholders at one time, and the shares subscribed by shareholders must be fully paid at one time. If the shareholder violates the time and amount agreed in the establishment agreement, he shall be liable for breach of contract to other shareholders who have fulfilled their subscription obligations. Shareholders can contribute in cash, or in kind, industrial property rights, non-patented technology, land use rights, etc. The physical objects contributed by shareholders shall be buildings, equipment or other materials required by the company's production and operation; At the same time, entrust an asset appraisal institution with legal qualifications to conduct asset appraisal; If the amount is not large, all shareholders can determine the value and pricing of the physical object in accordance with the relevant provisions of the state; With state-owned assets as the capital contribution, the assets evaluation results shall be verified and confirmed by the state-owned assets management department. At the same time, according to Article 24 of the Company Law, the amount of capital contributed by shareholders in industrial property rights and non-patented technology shall not exceed 20% of the total registered capital of a limited liability company. However, unless the state has special provisions on the adoption of high-tech achievements. Before the company is registered, the shareholders shall deposit the company's currency into the temporary account opened by the company in the bank in full at one time; Where the investment is made in kind, industrial property rights, non-patented technology or land use rights, the shareholders shall go through the formalities for the transfer of property rights. (5) After all shareholders have contributed capital, a statutory capital verification institution shall verify the capital and issue a certificate. The capital verification institution is generally an accounting firm, and the capital verification certificate generally needs the signature of more than two certified public accountants to have legal effect. (6) When a limited liability company applies for registration of establishment, the representative designated by all shareholders or the agent entrusted by all shareholders shall apply to the company registration authority for registration of establishment. To establish a wholly state-owned limited liability company, an institution authorized by the state to invest or a department authorized by the state shall be the applicant and apply to the company registration authority for establishment registration. Where the state stipulates that the establishment of a limited liability company must be approved, it shall apply to the company registration authority for registration of establishment within 90 days from the date of obtaining the approval documents. If an application for registration of establishment is overdue, it shall be reported to the examination and approval authority to confirm the validity of the original approval document or report it to the examination and approval authority separately. 1 June, 9941day, the State Council promulgated the new Regulations on the Administration of Company Registration to coordinate with the promulgation and implementation of the Company Law. This regulation changes the previous examination and registration system for company establishment into the internationally accepted examination and registration system for industrial and commercial administration, also known as the standard system; And replace the past registration of ownership types with enterprise types; Replacing registered capital with registered capital; Appropriate centralized registration rights, company registration is only the responsibility of the State Administration for Industry and Commerce, provincial, municipal and county administrations for industry and commerce, and the municipal administration for industry and commerce is no longer responsible for company registration, but it can still exercise the right to register non-company enterprises; The type of company becomes the basis for dividing the jurisdiction of company registration of industrial and commercial administrative organs at all levels. According to these regulations, the State Administration for Industry and Commerce and the Provincial Administration for Industry and Commerce are responsible for the registration of limited liability companies established by joint-stock companies, institutions or departments authorized by the state to invest separately or jointly; Other companies are registered by other industrial and commercial bureaus at all levels; The application for company registration formulated by the State Administration for Industry and Commerce shall be used uniformly, and the original and copy of the new company business license in the new format shall be used. The registration procedures for the establishment of a limited liability company are as follows: 1. Pre-approval of application name. Before a company is registered, it must apply for name pre-approval. When applying, the following documents shall be submitted: the application for pre-approval of the company name signed by all shareholders of a limited liability company, the legal person qualification certificate or natural person identity certificate of shareholders, and other supporting documents required by the Company Law or other laws and administrative regulations. The pre-approved company name shall be retained for six months. During the retention period, the promoters or shareholders may not engage in business activities or transfer the company name approved and registered in advance. 2. Apply for registration of establishment. Representatives designated by all shareholders or agents entrusted by * * * apply to the company registration authority for registration of establishment. To apply for the establishment of a limited liability company, the following documents shall be submitted to the company registration authority: an application for establishment registration signed by the chairman of the company; Identification certificate of the representative designated by all shareholders or the agent entrusted by * * *; Articles of association and capital verification certificate issued by a legally qualified capital verification institution; The legal person qualification certificate of the shareholder or the identity certificate of the natural person; Documents indicating the names and residences of the company's directors, supervisors, managers, etc. , and certificates of appointment, employment or election; The employment documents and identity certificates of the legal representative of the company; Notice of pre-approval of company name; Certificate of company residence. Where laws and administrative regulations stipulate that the establishment of a limited liability company must be submitted for examination and approval, the approval documents of the relevant competent authorities shall also be provided. (7) Fill in and issue a capital contribution certificate. After the establishment of a limited liability company, a capital contribution certificate shall be issued to the shareholders. The certificate shall contain the following items: the name of the company; Date of company registration; Registered capital of the company; Names of shareholders; The amount and time of capital contribution of shareholders; Number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company. A limited liability company shall establish a register of shareholders, which shall record the following items: the name and domicile of the shareholders; Capital contribution of shareholders; Number of shareholder's capital contribution certificate. (8) issue an announcement. After the establishment of a limited liability company, it is usually announced in newspapers and periodicals for public display. Some also announced the dissolution of the original enterprises and the establishment of new companies. Announcement is not a necessary step for a limited liability company, so even if it is not announced, it will not affect the effectiveness of the company's establishment. The company is free to decide whether to issue an announcement of establishment.
Legal objectivity:
Article 6 of the Company Law of People's Republic of China (PRC) shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company. Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered. The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.