Interpretation of the establishment procedure of limited liability company stipulated by company law

Legal analysis: The procedure of establishing a limited liability company is divided into the following eight steps: 1. Conclude a company establishment agreement. In practice, company sponsors often conclude company establishment agreements, that is, sponsor agreements, to clarify the rights and obligations between sponsors and prevent unnecessary misunderstandings and conflicts between sponsors. 2. All shareholders * * * signed the Articles of Association. The articles of association may be drafted by the promoters themselves or by lawyers. However, the articles of association shall be signed by all shareholders, that is, the articles of association shall be signed and sealed. 3. Shareholders subscribe and pay the capital contribution in time. Paying capital contribution is the consideration and prerequisite for shareholders to obtain shareholder qualification. Article 25 of the Company Law stipulates that the articles of association of a limited liability company shall specify the mode, amount and time of capital contribution of each shareholder. After the articles of association are confirmed, the promoters shall pay the subscribed initial capital contribution in full and on time. Otherwise, it shall bear adverse consequences: in addition to paying the company in full, it shall also bear the liability for breach of contract to the shareholders who have paid their capital contributions in full and on time. 4. Hire a capital verification institution to issue a capital verification certificate. The compulsory capital verification system established by the company means that "after the shareholders make capital contribution, they must be verified by a legally established capital verification institution and issue a certificate". If the institution undertaking asset appraisal, capital verification or verification causes losses to the creditors of the company because of the false appraisal results, capital verification certificates or verification certificates issued by it, it shall be liable for compensation within the scope of the amount it evaluates or proves to be false, except that it can prove that it is not at fault. 5. Determine the company organization and its members. In order to avoid being leaderless after the establishment of the company, the promoters of the company should determine the company organization and its members in the articles of association in time. Directors, supervisors and managers of a company may be promoters or civil subjects other than promoters. 6. Administrative examination and approval procedures before registration. China adopts the legislative attitude that the establishment of limited liability companies is based on the principle of standardization and supplemented by the principle of permission. Where laws, administrative regulations or decisions of the State Council require approval for the establishment of a limited liability company, it shall apply to the company registration authority for registration of establishment within 90 days from the date of approval. 7. Apply to the company registration authority for registration of establishment. 8. The company registration authority issues the Business License of Enterprise as a Legal Person.

Legal basis: Article 23 of the Company Law of People's Republic of China (PRC) shall meet the following conditions for the establishment of a limited liability company: (1) The number of shareholders meets the quorum; (2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association; (3) Shareholders * * * agree to formulate the Articles of Association; (4) Having a company name and establishing an organization meeting the requirements of a limited liability company; (5) Having a company domicile.