1, quorum change
The shareholders of a limited liability company are 2-50;
A joint stock limited company shall have 2-200 promoters, and more than half of the promoters have domiciles in China. Where a state-owned enterprise is converted into a joint stock limited company, it shall be established by way of offering.
2. Changes in the minimum statutory registered capital
The minimum registered capital of a limited liability company is 30,000 yuan, and that of a one-person company is 654.38+10,000 yuan.
The minimum registered capital of a joint-stock limited liability company is 5 million yuan.
3. Changes in the Articles of Association
The articles of association of a limited liability company shall be jointly formulated by the shareholders * * *, and all shareholders must sign and seal the articles of association, which shall contain eight items specified in the Company Law;
The articles of association of a joint stock limited company shall be formulated by the promoters through consultation, and shall specify the matters stipulated in the Company Law, which shall be adopted by the founding meeting.
4. When a limited liability company is changed into a joint-stock limited liability company, the total amount of capitalization shall not be higher than the company's net assets. When a limited liability company is changed into a joint-stock limited liability company, it shall handle the public offering of shares to increase its capital according to law.
5. Changes in the number of directors
The board of directors of a limited liability company is 3-13;
The board of directors of a joint stock limited liability company is 5- 19.
6. Changes in the number of supervisors
The members of the board of supervisors of a limited liability company shall not be less than 3. A limited liability company with fewer shareholders or a smaller scale may have one or two supervisors instead of a board of supervisors;
The members of the board of supervisors of a joint stock limited company shall not be less than 3.
7. Changes in the duration of the meeting of the Board of Supervisors
The meeting of the board of supervisors of a limited liability company shall be held at least once a year;
The meeting of the board of supervisors of a joint stock limited company shall be held at least once every six months.
8. Changes in shareholders' rights
Shareholders of a joint stock limited company can directly consult the company's account books without any restrictions.
9. Issuance and preparation of shares
Where a joint stock limited company is established, the promoters shall subscribe for all the shares; If it is established by way of offering, the shares subscribed by the promoters shall not be less than 35% of the total shares, and the rest shall be offered to the public.
Second, risk prevention.
1. Requirements of joint stock limited company for promoters
Sponsors play a very important role in a joint stock limited company, and the requirements for sponsors in the company law are also relatively high. The Company Law stipulates that a joint-stock company must have 2-200 promoters, and more than half of the promoters have domicile in China. The direct consequence of the promoters' non-compliance with the law is that the company cannot be established. Therefore, whether the number and domicile of sponsors meet the requirements should be strictly examined.
2. Registered capital system of joint stock limited company
The minimum registered capital of a joint-stock limited liability company is 5 million, which can be divided into two ways: initiation and offering. The company law stipulates different ways of capital contribution: if a joint stock limited company is established by means of sponsorship, the registered capital is the total share capital subscribed by all promoters registered in the company registration authority. The initial investment of all promoters of the company shall not be less than 20% of the registered capital, and the rest shall be fully paid by the promoters within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. No shares may be sold to others before the full amount of shares has been paid. Therefore, paying the registered capital in installments within two years by initiating the establishment will help the promoters reduce the down payment cost and avoid risks;
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. Therefore, if a joint-stock limited liability company is established by offering, the promoters must pay in full the subscribed share capital at one time, which is not conducive to the promoters to avoid risks.
3. Avoidance of legal risks in the articles of association.
The articles of association of a joint stock limited company shall be formulated by the promoters through consultation, and the articles of association of the company established by offering shall be approved by the shareholders' meeting.
In order to minimize company disputes, promoters should discuss the articles of association one by one according to law and define specific rights and obligations. If the investor is not the sponsor, he should carefully study the articles of association of the proposed joint stock limited company and analyze whether there are any clauses that are not conducive to the form and rights. As small and medium-sized investors, even if the shortcomings of the articles of association are discovered afterwards, it is difficult for small and medium-sized shareholders to veto the articles of association at the shareholders' meeting. Therefore, it is wise to think carefully beforehand.
4. Avoidance of legal risks in establishing the General Assembly.
The founding meeting is an important procedure for the establishment of a joint stock limited company. As promoters, they have the obligation to raise enough shares within the time limit stipulated in the prospectus, and have the obligation to hold the founding meeting within 30 days after raising enough shares. Otherwise, it shall bear the obligation to return the shares subscribed by the subscriber and the bank's interest for the same period. The promoters shall be jointly and severally liable. At the same time, as a subscriber, the investor has the right to ask the promoters to refund the subscribed shares and the bank's interest for the same period. Therefore, the promoters must hold the founding meeting in time, otherwise they will bear great risks.
5. Avoidance of legal risks of sponsorship agreement.
If the sponsor agreement is not detailed and perfect, and the rights and obligations are not clear, it is easy to cause disputes over the establishment of a joint-stock limited liability company. In order to reduce the risk of establishing a joint stock limited company, the promoters should fully define the rights and obligations of the promoters, the mode of capital contribution, the amount and duration of capital contribution, the financial management system, the liability for breach of contract and the dispute settlement method in the promoter agreement. The responsibility of the promoters who initiate the establishment of a joint stock limited company is lighter than that of the promoters who raise the establishment of a joint stock limited company.