2. Change of the legal representative of the company. The legal representative of the company may be a shareholder of the company or a person other than a shareholder, and may apply to the registration authority for change;
3. Change the company's domicile (registered address). It mainly includes: changes within the same administrative division and changes across administrative divisions;
4. Company type change.
Judging from the legal provisions of various countries, the general situation of corporate form change is as follows:
First, the form change of unlimited company and joint venture company.
On the one hand, the unlimited company is changed into a two-company company. This is divided into two situations: first, with the consent of all shareholders, some shareholders of an unlimited company become limited liability shareholders, or join forces with other limited liability shareholders to become joint ventures; Secondly, when the number of shareholders of the changed unlimited company is less than the legal minimum number, new limited shareholders will be added to continue to operate and become a joint venture.
On the other hand, the two companies become unlimited companies. There are also two situations: first, all the limited liability shareholders of the two companies withdraw, and more than two unlimited liability shareholders unanimously agree to change their companies into unlimited companies; Secondly, the unlimited shareholders and limited shareholders in the joint venture company unanimously agree to change their company into an unlimited company.
Second, the limited liability company has become a joint stock limited company. Changing a limited liability company into a joint stock limited company is a common form change in practice, and its first condition is to meet the substantive and procedural conditions for the establishment of a joint stock limited company in the Company Law. In addition, we should also pay attention to the following issues: the total amount of shares issued by a limited liability company at the time of form change shall not exceed the company's existing net assets, nor shall it take the opportunity to withdraw funds; Fair evaluation of assets; Capital increase and share expansion according to law; The original creditor's rights and debts shall be borne by the changed company.
Third, a joint stock limited company has become a limited liability company. Some countries do not allow companies to change in this way, and even countries that allow such changes have set stricter conditions. If some countries stipulate, this change is limited to the reorganization of joint stock limited companies; Some laws and regulations stipulate that a company limited by shares that issues corporate bonds can only be changed after the corporate bonds are paid off. Article 87 of China's Securities Law stipulates that if the acquired joint stock limited company no longer meets the requirements stipulated in the Company Law after the company acquisition is completed, it shall change its corporate form according to law, and one of its changed corporate forms is obviously a limited liability company.
Fourth, joint-stock companies and limited liability companies become joint-stock companies and unlimited companies, or joint-stock companies and limited liability companies become joint-stock companies and limited liability companies. For example, according to article 1 of the German Law on Change of Corporate Form, joint-stock companies, joint-stock companies, limited liability companies and other joint-stock companies or mining companies can be changed into unlimited companies, joint-stock companies and civil partnerships according to law, or their property can be transferred to the shareholders of joint-stock companies without liquidation. Since the corporate forms such as unlimited companies and joint ventures have basically disappeared, this type of corporate change has rarely been seen in practice.
Fifth, change the unincorporated enterprise into a company. Articles 7 and 2 1 of China's Company Law clearly stipulate the conditions and requirements for the transformation of state-owned enterprises into limited liability companies and joint stock limited companies. According to China's current laws, state-owned enterprises generally have legal personality, but there are great differences between state-owned enterprises and corporate system in terms of property rights system, liability system and corporate governance structure, which can not meet the needs of market economy development and competition, and must be reformed. For example, a state-owned enterprise with a single investor can be transformed into a wholly state-owned company if it meets the conditions for establishing a limited liability company; Multiple investors can be transformed into limited liability companies. When state-owned enterprises are rebuilt, they must conform to the conditions and procedures stipulated in the company law, carry out assets verification, define property rights, clear up creditor's rights and debts, evaluate assets, and establish standardized management institutions and systems.
The conditions and procedures for the transformation of state-owned enterprises into companies should also apply to non-state-owned enterprises, such as collective enterprises, private enterprises, joint ventures and foreign-invested enterprises. For example, enterprises under collective ownership also have legal personality according to existing laws. However, due to various reasons, their property rights relations are quite complicated. It is even more necessary to clarify property rights on the basis of assets verification, and carry out flexible and reasonable company restructuring in accordance with the requirements of the company law. For example, various types of joint ventures can be transformed into companies if they have the conditions of a company as a legal person; The type of partnership can be standardized as partnership.
Legal basis:
Article 17 of the Regulations on the Administration of Registration of Enterprise Legal Persons in People's Republic of China (PRC) shall apply for registration of change if an enterprise legal person changes its name, domicile, business premises, legal representative, economic nature, business scope, mode of operation, registered capital and business term, or adds or cancels branches.