What are the steps in the restructuring process of limited company?

I. Establishment of the preparatory group of a joint stock limited company If the original state-owned enterprise is to be restructured into a joint stock limited company, it is necessary to first set up a company preparatory group to conduct an asset inventory of the original state-owned enterprise, clear up its creditor's rights and debts, and define its property rights. Asset appraisal must be conducted by an asset appraisal institution with legal qualifications, and an asset confirmation certificate shall be issued. If a state-owned enterprise is restructured into a joint stock limited company, if the assets involved in the appraisal are state-owned, it shall be verified and confirmed by the state-owned assets management department at the same level, and the certified public accountant shall verify the capital and define the net assets and property rights of the original enterprise. The creditor's rights and debts of the original enterprise shall be borne by the restructured joint stock limited company. After the original enterprise cancels its registration in the company registration authority, its qualification as a civil legal subject disappears. Where a state-owned enterprise is restructured into a joint stock limited company, the registered capital of the joint stock limited company is the total paid-in share capital registered with the company registration authority, with a minimum amount of 6,543,800,000 yuan (the joint stock limited company to be listed is more than 50,000,000 yuan). The promoters may make contributions in cash, in kind, industrial property rights, non-patented technologies and land use rights (the discounted contribution of industrial property rights and non-patented technologies shall not exceed 20% of the registered capital). The assets invested by the promoters shall be evaluated, verified and converted into shares, and the property rights transfer procedures shall be handled in time. Therefore, asset appraisal and property right definition are essential steps to establish a joint stock limited company, especially to transform state-owned enterprises into joint stock limited companies. It can not only determine the rights and obligations of investors, but also help to protect state-owned assets from losses. 2. Sign the establishment agreement and apply for the preparation of shares. The promoters of a joint stock limited company sign a promoter agreement to prepare for the joint stock limited company. The promoter agreement for the establishment of a joint stock limited company concluded between promoters is the first legal document of a joint stock limited company, and the promoters and other parties may not change it at will. After the promoters reach an agreement on the establishment, they may entrust one or more promoters to handle the application procedures for the establishment of the company, or a third party may handle the application for the establishment of the company on their behalf. The entrusted promoters or promoters' agents shall make the following preparations: 1. Drafting an application for the establishment of a company; 2. Draw up a feasibility study report on the establishment of the company; 3. Draft articles of association; The articles of association of a joint stock limited company is the fundamental program of the company organization. The purpose of formulating the Articles of Association is to make the investors of a joint stock limited company and the third parties having business relations with the company know the company name, business place, business scope, company purpose, company capital, purpose and authority, etc. At the same time, the articles of association are also the basis and the most important document for handling the internal affairs of the company; 4. Drafting the prospectus; Prospectus is one of the necessary documents for raising and establishing a joint stock limited company. When the promoters offer shares to the public, they must announce the prospectus. This document mainly includes the following contents: (1) the amount of shares subscribed by the sponsors; (2) The par value and issue price of each share. (3) The number of bearer shares issued. (4) The rights and obligations of the subscribers. (5) the starting and ending time of this stock issue and the explanation that the subscribers can withdraw their shares if they fail to raise enough shares within the time limit. The prospectus must be accompanied by the articles of association of a joint stock limited company formulated by the promoters. Three, the establishment of a joint stock limited company approved by the authorized department of the government must be approved by the authorized department of the State Council or the provincial people's government. When applying for approval, the sponsor shall submit an agreement, an application, a feasibility study report, articles of association, an asset appraisal report and a capital verification report to the government. If it involves state-owned assets, Sino-foreign joint ventures, high technology, etc. , must be approved by the state-owned assets management department, the economic and trade department and the science and technology department. After reviewing the above-mentioned documents submitted by the sponsors, the relevant government departments shall approve them if they believe that they meet the relevant provisions of the state. If it does not conform to the relevant provisions of the state, it shall be returned for supplementary modification and then submitted, otherwise it shall not be approved. The documents submitted by the sponsors, involving the transformation of the original state-owned enterprise into a joint stock limited company or the conversion of state-owned assets into shares, shall also include the documents issued by the state-owned assets management department as the owner of state-owned assets-the representative of the state, and the confirmation documents issued by the state-owned assets management department. 4. When the promoters offer shares to the public, they must submit an application to the securities management department of the State Council and submit the following main documents: 1. Documents of the State Council authorized department or provincial people's government approving the establishment of a joint stock limited company; 2. Articles of association; 3. Operating budget; 4. The name of the promoters, the number of shares subscribed by the promoters, the type of capital contribution and the capital verification certificate; 5. Prospectus; 6. The name and address of the bank offering shares; 7. Name of underwriting institution and relevant underwriting agreement. Without the approval of the securities management department of the State Council, the promoters may not publicly issue shares to the public. The promoters must announce the prospectus and subscribe; The subscription letter shall specify the matters listed in the prospectus, and the subscriber shall fill in the number, amount and domicile of the subscribed shares, and sign and seal them. The subscriber shall pay the subscription fee according to the number of shares subscribed. When the promoters offer shares to the public, they shall be underwritten by a legally established securities institution and sign an underwriting agreement; At the same time, it should also sign an agreement with the bank to collect shares. The bank that collects the shares shall collect and keep the shares in accordance with the agreement, issue a receipt to the subscribers who paid the shares, and have the obligation to issue a receipt to the relevant departments. A joint stock limited company shall be established by way of sponsorship, and the shares shall be subscribed by the sponsors; Where a company is established by offering shares to the public, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company, and the amount of industrial property rights and non-patented technology contributed by the promoters shall not exceed 20% of the registered capital of a joint stock limited company. There are two ways to raise the remaining shares: if it is a directional issuing company, it can raise it from specific legal persons and internal employees; If it is a social distribution company, it can be publicly issued to the public in the form of shares. The above regulations and procedures should still be followed when issuing. 5. After the capital verification institution has verified the capital and issued shares to raise enough funds, it must be verified by a statutory capital verification institution and issue a certificate. Capital verification must be true. Accounting firms and certified public accountants handling capital verification must be responsible for the authenticity of the capital verification certificate; Whoever makes a false capital contribution or issues a false capital verification certificate, if the circumstances are especially serious and constitute a crime, shall be investigated for criminal responsibility according to law. If all the shares subscribed by the company are paid in full and on time, and the capital verification certificate is issued by the asset appraisal institution, the promoters shall preside over the founding meeting within 30 days after paying the shares. The founding meeting consists of all subscribers. The inaugural meeting shall notify all subscribers to attend, and there shall be subscribers representing 1/2 shares or more. The inaugural meeting shall exercise the following powers. To consider the report of the sponsors on the preparation of the joint stock limited company; 2. Review and adopt the Articles of Association; 3. Election of members of the Board of Directors; 4. Elect members of the Board of Supervisors; 5. Review the establishment expenses of the company; 6. Review the pricing of the property used by the promoters to offset the shares; 7. If the establishment of the company is directly affected by force majeure or major changes in business conditions, a resolution not to establish the company may be made. When the founding meeting makes a resolution on the above matters, it must be passed by more than half of the voting rights held by the subscribers present at the meeting. The founding meeting of a joint stock limited company is the resolution body before the establishment of the company, and it has the right to decide major issues before the establishment of the company according to law. If the founding meeting decides to announce its establishment, the shareholders' meeting of the established joint stock limited company will replace the founding meeting to exercise the decision-making power on major issues, and the mission of the founding meeting will end. If the establishment of a company is directly affected by force majeure or major changes in business conditions, the founding meeting may decide not to establish a company or a joint stock limited company. If the company cannot be established, the promoters shall bear joint liability, return the shares paid by the subscribers, and add the bank deposit interest rate for the same period; At the same time, the promoters shall be jointly and severally liable for the debts and expenses arising from the establishment of the company. When the company is established, if the interests of the company are damaged due to the fault of the promoters in the process of establishing the company, the promoters shall also be liable for compensation (Article 97 of the Company Law). This is the main responsibility of the promoters in the process of company establishment. Seven. Application for registration of establishment According to the Regulations on the Administration of Company Registration adopted and implemented by the State Council on July 1994, the procedures for registration of company establishment are as follows: 1. Pre-registration of application name. Before a company is registered, it must apply for name pre-approval. To apply for the pre-approval of the company name, an application for the pre-approval of the company name signed by all the promoters of a joint stock limited company, the legal person qualification certificates of the promoters or shareholders or the identity certificates of natural persons, and other supporting documents stipulated in the Company Law or other laws and administrative regulations shall be submitted. The pre-approved company name shall be retained for six months. During the retention period, the promoters or shareholders may not use the pre-approved registered company name for business activities or transfer the name. 2. Apply for registration of establishment. An application for registration of establishment to the company registration authority shall be made by a representative designated by all shareholders or an agent entrusted by all shareholders. The application for establishment shall be made within 30 days after the founding meeting, and the following documents shall be provided: an application for establishment registration signed by the chairman of the company; The approval documents of the departments authorized by the State Council or the people's governments of provinces, autonomous regions and municipalities directly under the Central Government; The approval documents that shall be submitted to the the State Council securities regulatory agency for the establishment of a joint stock limited company; Minutes of the founding meeting; To prepare the articles of association of the company limited by shares; A capital verification certificate issued by a legally qualified capital verification institution; The legal person qualification certificate or natural person identity certificate of the promoters; Documents indicating the names and residences of the directors, supervisors and managers of the company, as well as certificates of appointment, election and employment; The employment documents and identity certificates of the legal representative of the company; Notice of pre-approval of company name; Certificate of company residence. The company registration authority shall, within 30 days from the date of receiving the application for registration of the establishment of a joint stock limited company, make a decision on whether to register. Those that comply with the Company Law and the Regulations on the Administration of Company Registration shall be registered; Those who do not meet the conditions stipulated in the above laws and administrative regulations shall not be registered. Where the company registration authority registers an application for the establishment of a joint stock limited company, it shall issue a business license. The date of issuance of the business license is the date of establishment of the company. If the relevant laws and administrative regulations stipulate that the establishment or reorganization of a certain type or industry into a joint stock limited company shall be subject to the examination and approval of the relevant departments, the approval documents shall also be provided. Mainly some industries involving state monopoly, social security and life and health need the approval of the competent authorities. In addition, enterprises (companies) engaged in other industries have cancelled the examination and approval system in China, and generally do not need the approval of the competent authorities. Eight. Announcement After the establishment of a joint stock limited company, it can publish an announcement in a newspaper with a large circulation to improve the company's popularity. However, the announcement is not a necessary legal procedure, and the company is free to decide whether and how to make an announcement. Where a company is established by offering shares, it shall also report the situation of offering shares to the the State Council Securities Regulatory Authority for the record.