Procedures for change of legal person of limited company

Legal analysis: if a company needs to change its legal person, it shall apply to the company registration authority for registration of change and submit an application for registration of change signed by its legal representative; Other relevant documents and certificates approved by the original competent department. The company registration authority shall make a decision of approval or disapproval within 30 days after the materials are complete.

Legal basis:

Article 7 of the Company Law of People's Republic of China (PRC) stipulates that a company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the company is the date of establishment of the company. The company's business license shall specify the company's name, domicile, registered capital, business scope, name of legal representative and other matters. Where the matters recorded in the company's business license change, the company shall register the change according to law, and the company registration authority shall issue a new business license.

Detailed Rules for the Implementation of the Regulations on the Administration of Registration of Enterprise Legal Persons in People's Republic of China (PRC) Article 28 An enterprise legal person shall submit the following documents and certificates when applying for registration of change in accordance with Article 17 of the Regulations:

(1) An application for registration of change signed by the legal representative;

(two) the approval documents of the original competent department;

(3) Other relevant documents and certificates.

Article 29 When the actual capital of an enterprise as a legal person is increased or decreased by more than 20% compared with the original registered capital, it shall apply to the original registration authority for change registration with the capital credit certificate or capital verification certificate.

When approving the application for reducing the registered capital of an enterprise as a legal person, the registration authority shall re-examine the business scope and mode of operation.

Article 30 When an enterprise as a legal person establishes or cancels a branch in a different place (across the jurisdiction of the original registration authority), it shall apply to the original registration authority for registration of change. After approval, apply to the local registration authority of the branch for industrial and commercial registration or cancellation of registration.

Article 31 An enterprise retained due to division or merger shall apply for registration of change; Enterprises newly established due to division or merger shall apply for industrial and commercial registration; An enterprise terminated due to merger shall apply for cancellation of registration.

Article 32 Where an enterprise as a legal person moves (across the jurisdiction of the original registration authority); It shall apply to the original registration authority for transfer procedures. The original registration authority shall confiscate the Business License of Enterprise as a Legal Person, revoke the registration number, issue a relocation certificate, and hand over the enterprise files to the registration authority where the new address is located. With the migration certificate and the approval documents of the relevant departments, the enterprise shall apply to the registration authority where the new address is located for change registration and obtain the Business License of Enterprise as a Legal Person.

Article 33 Where an enterprise as a legal person involves the original major registered items due to the change of the competent department, it shall apply for the change, opening and cancellation of registration with the relevant documents. If it does not involve the change of the original main registered items, the enterprise as a legal person shall file with the original registration authority in time with the relevant documents changed by the competent department.

Thirty-fourth business units to change the main items of industrial and commercial registration, it shall apply for registration of change. The procedures for registration of change and the documents and certificates to be submitted shall be implemented with reference to the relevant provisions on registration of change of enterprise as a legal person.

Article 35 The registration authority shall, within 30 days after the relevant documents and certificates submitted by the entity applying for registration of change are complete, make a decision on whether to approve or disapprove the registration of change.