(1) The recommendation institution shall sign a recommendation agreement in writing. The recommendation agreement usually includes the following main contents: the name and domicile of the recommendation institution; The types of shares issued by the company, the par value of each share and the issue price; Subscription amount and investment category of each sponsor; The time and method for the sponsors to subscribe for shares, pay cash and transfer property rights, as well as the budget and expenditure of the sponsors' expenses, and the sponsors' expenses burden, etc.
(2) After concluding a written agreement, the promoters shall pay the subscribed shares in accordance with the agreement. The sponsors mainly pay their contributions in cash or in kind, industrial property rights, non-patented technology and land use rights. Need to invest other property or property rights other than cash, by the relevant intermediary agencies to assess, and handle the relevant property transfer procedures in accordance with the law.
(3) After the promoters have paid all their capital contributions, they shall elect the board of directors and the board of supervisors, and the board of directors shall submit the necessary approval documents, articles of association, capital verification certificates and other documents to the company registration authority to apply for registration of establishment.
2. Issuance and establishment procedures
(1) The first thing the sponsor should do is to follow the same steps as the first two steps in the above-mentioned initiation and establishment procedure. The difference is that in the process of initiating the establishment, the sponsors have to subscribe for all the shares, while in the process of offering the establishment, the sponsors only subscribe for a part of all the shares to be subscribed. China's company law stipulates that the subscription amount is not less than 35% of the shares issued in the first phase.
(2) Formulate a prospectus. Prospectus is a written statement on the subscription of shares issued to an unspecified public, and it must be approved by the securities management department of the State Council before issuance.
(3) Submit an application for stock issuance to the State Council. When applying, you must also submit some documents stipulated by the company law, such as the articles of association, business budget, names of sponsors, number of shares subscribed, etc.
(4) After the application for offering is approved by the competent department of the State Council, the promoters shall announce the prospectus and subscribe. The announcement of the prospectus shall be announced in the corresponding newspapers and periodicals according to the scope of the proposed offering. At the same time, the promoters must make a subscription letter, which shall specify the contents required by the Company Law, and the subscribers shall fill in relevant matters, such as the number, amount and domicile of the subscribers.
(5) The promoters shall sign an underwriting agreement with the legally established securities institutions, and sign an agreement with the bank to collect shares. When the promoters raise shares, they must go through a securities institution and sign an agreement with the bank to collect the shares, and the bank will collect and keep the shares paid by the subscribers.
(6) Obtain a capital verification certificate. After the promoters raise enough shares, they must ask a neutral institution or expert to issue a document to prove that all the shares have been paid in full. This document is a necessary document for applying for company registration.
(7) Convening the founding meeting composed of subscribers. The work of the founding meeting is mainly to elect members of the board of directors and the board of supervisors, review the stock issuance of the promoters, and make a decision on whether to set up a company.
(8) The board of directors elected at the founding meeting shall submit relevant documents to the company registration authority and apply for registration of establishment. The board of directors shall submit the relevant documents required by the Company Law to the company registration authority within the legal date after the founding meeting, and apply for the establishment of a company.
Legal basis: Article 76 of the Company Law of People's Republic of China (PRC) shall meet the following conditions for the establishment of a joint stock limited company:
(1) The promoters meet the quorum;
(2) It has the total amount of capital subscribed or paid-in by all promoters in accordance with the articles of association;
(3) The issuance and offering of shares comply with the law;
(4) The promoters shall formulate articles of association, which shall be adopted by the founding meeting;
(5) Having a company name and establishing an organization meeting the requirements of a joint stock limited company; (6) Having a company domicile.