A limited liability company may be changed into a joint stock limited company. According to the Company Law, when a limited liability company is changed into a joint stock limited company, the total paid-in share capital after conversion shall not be higher than the company's net assets. (1) When a limited liability company is changed into a joint stock limited company, it must be approved by a special resolution of the shareholders' meeting; (2) It meets the requirements of a joint stock limited company as stipulated in the Company Law; (3) According to the current Company Law, when a limited liability company is changed into a joint stock limited company, the total paid-in share capital after conversion shall not be higher than the company's net assets.
Legal objectivity:
According to the relevant provisions of China's Company Law, the following procedures should be followed when a limited liability company is changed into a joint stock limited company: (1) The board of directors draws up a company change plan. According to Article 46 of China's Company Law, the board of directors is responsible to the shareholders' meeting and formulates plans for changing the company form. (2) The resolution of the shareholders' meeting to change the corporate form will directly affect the rights and responsibilities of shareholders. Therefore, the final decision to change the corporate form lies in the shareholders' meeting, not the board of directors. Article 38 of the Company Law also clearly stipulates that the shareholders' meeting shall exercise the right of resolution on matters that change the corporate form. (3) Examination and approval by competent authorities In China, the establishment of a joint stock limited company basically adopts the principle of administrative license, that is, the establishment of a joint stock limited company must be approved by the relevant departments authorized by the State Council or the provincial people's government. Therefore, the change of a limited liability company into a joint stock limited company must be approved by the relevant departments authorized by the State Council or the provincial people's government. (4) When a limited liability company is changed into a joint stock limited company, the company's capital, articles of association and many other matters have also changed, and the company shall register the change with the original registration authority according to law.