How to operate a joint-stock cooperative enterprise and transform it into a limited liability company

In order to standardize the registration behavior of joint-stock cooperative enterprises, according to the Company Law of People's Republic of China (PRC) and the Regulations on the Administration of Company Registration, the following operational opinions are put forward: 1. Joint-stock cooperative enterprises should adopt the form of company system and handle the change registration. A joint-stock cooperative enterprise shall convert the assessed net assets into shares, and the amount of conversion shall not be higher than the net assets of the enterprise. If the converted shares are lower than the net assets, the difference shall be included in the capital reserve of the restructured company and shall not be recovered. If the net assets of the restructured enterprise are lower than the registered capital applied by the company, the shareholders shall make additional investment in accordance with the requirements of the Company Law. 2. When a joint-stock cooperative enterprise is restructured into a company, it shall perform the following procedures: (1) Convene a general meeting of shareholders of the enterprise (the highest authority) and make a resolution to agree to the restructuring; (2) Entrusting an accounting firm established according to law to evaluate the overall assets of the enterprise; (3) The shareholders' meeting confirms the evaluation results and clarifies the property rights; (4) Transfer of property rights or share conversion; (5) Formulating a reorganization plan. (six) the restructuring plan approved by the shareholders' meeting or the competent department (approved by the competent department for collective assets); (7) Entrusting a legally established capital verification institution to verify the registered capital; (8) applying for industrial and commercial change registration. 3. Where a joint-stock cooperative enterprise is restructured into a company, the following documents shall be submitted: (1) an application for registration of enterprise restructuring signed by the legal representative; (2) The Certificate of Designated Representative or * * * and Entrusted Agent signed by the original enterprise and a copy of the ID card of the designated agent or principal; (three) the resolution of the original enterprise shareholders' meeting to agree to the restructuring; (four) the original enterprise evaluation report; (5) the reorganization plan; (The content should include: 1, basic information of the original enterprise; 2. Assets evaluation, confirmation and definition; 3. Conversion and transfer of net assets to shares; 4. Information about the newly established company, such as company name, registered capital, proportion of shareholders' contribution, etc. 5. Handling of employee labor relations; 6. Other contents that should be explained). (six) the approval document of the reorganization plan (resolution of the shareholders' meeting or approval of the competent department); (7) Articles of association; (8) The qualification certificate of the company's shareholders or promoters or a copy of the identity card of a natural person after the restructuring; (9) capital verification certificate; (10) According to the provisions and procedures of the articles of association after the restructuring, submit the employment certificate of the legal representative of the company, the employment documents of directors, supervisors and managers and a copy of their ID cards; (eleven) a copy of the original business license of the enterprise as a legal person. In the process of restructuring, the equity transfer agreement shall be submitted, and in the process of restructuring, other registered items shall be changed, and relevant materials shall be submitted in accordance with the Regulations on the Administration of Company Registration.