It is established by capital contribution of less than 50 shareholders, and each shareholder is liable to the company within the limit of the capital contribution subscribed by him, and the company is liable to the company's debts with all its assets. Limited liability company is the basic type of company and is widely used.
Limited liability companies are very suitable for entrepreneurial projects, especially in the early stage, and their advantages focus on:
Shareholders are allowed to make personalized provisions in the articles of association that are different from those in the Company Law, such as setting up a mechanism of "different rights for the same share" (the proportion of voting rights, the proportion of income rights and the proportion of capital contribution can be different) and stipulating special restrictions on equity transfer.
These personalized regulations can make the founders realize the concentration of control rights and the rational distribution of income rights at a very low cost, and set up measures similar to firewalls according to their own specific conditions to prevent the malicious acquisition of "barbarians at the door".
suggestion
Although shareholders can make personalized provisions in the articles of association of a limited liability company, they should pay attention to the following points:
(1) Only the matters permitted by the company law can be specified individually;
(2) Individualization can be different from company law, but it cannot violate company law;
(3) The articles of association of the company should have personalized provisions, which cannot be achieved by relying solely on the template provided by the Industrial and Commercial Bureau. Need professional advice and inspection to achieve the expected results of shareholders;
(4) If there are personalized clauses in the articles of association, AIC staff usually need to confirm that the personalized clauses are legal and compliant before accepting registration or filing. Therefore, if the articles of association need to be personalized, it is recommended to ask the legal professional institutions to draft and check to ensure the smooth completion of registration and filing.
To give a realistic example, the company law stipulates that major issues must be passed by shareholders who hold more than two-thirds of the voting rights. It is obviously legal to stipulate more than three quarters in the company's articles of association, but the staff of the industrial and commercial bureau insist that it must be two thirds.
In this case, we will submit the articles of association for registration according to the requirements of the industrial and commercial bureau, and the company will draw up another article of association, stating that the articles of association for registration are submitted according to the model to meet the needs of industrial and commercial registration, and the internal affairs of the company shall be subject to this article of association.