How to change the company form?

Legal analysis: The conditions and procedures for the change of company organizational form mainly include:

1) Draw up the change plan, adopt the change resolution, and prepare the balance sheet and property catalogue. Before changing the company form, the person in charge of the company shall formulate a plan for changing the company form and report it to the shareholders' meeting for resolution. The resolution of the shareholders' meeting shall be made by special resolution, that is, it shall be passed by more than 2/3 of the voting rights. At the same time, the company's balance sheet and property catalogue should be compiled as the basis for determining the rights and responsibilities of shareholders.

2) When a limited liability company is changed into a joint stock limited company, it shall meet the statutory conditions for the establishment of a joint stock limited company and go through the statutory procedures for the establishment of a joint stock limited company. When a limited liability company is approved to be changed into a joint stock limited company according to law, the converted total shares shall be equal to the net assets of the company.

3) The public offering of shares for capital increase shall be handled in accordance with the provisions of the Company Law on public offering of shares.

4) Go through the change registration. Where the company type changes, it shall apply to the company registration authority for registration of change within the prescribed time limit according to the conditions of the company type to be changed, and submit relevant documents.

Legal basis: Article 9 of the Civil Code of People's Republic of China (PRC). After a limited liability company or a joint stock limited company changes its corporate form according to law, the creditor's rights and debts of the original company are inherited by the changed company. After the company changes its organizational form according to law, the original company does not exist, but the creditor's rights and debts of the original company will not disappear automatically because of its non-existence. In order to effectively protect the legitimate rights and interests of creditors, confirm the ownership of creditor's rights and debts after the company changes its organizational form according to law and avoid disputes.