1, complete information.
2. Complete information (obtained by the Industrial and Commercial Bureau or downloaded online).
3. Take the materials, take them to the Industrial and Commercial Bureau, and wait for the notice to get the business license (take the change fee 1 10 yuan when getting the license).
4. After going to the local taxation bureau for tax registration (Qingjiang Road 188), the materials you need to bring.
Information:
(1). Application for change (signed and stamped with official seal);
(2) Investor statement (official seal required);
(3) Change the resolution on election of directors and supervisors of the company (signed by new shareholders);
(4) The resolution of the company's equity agreeing to amend the Articles of Association (signed by the new shareholder);
(5). The company's equity transfer agreement 1 (signed by the original shareholder);
(6) Information form of directors, supervisors and managers of the company (signature and official seal on ID card);
(7) Two copies of the company's equity transfer agreement (signed as required);
(8) Resolution (signature) on the appointment of the manager by the executive director of the company;
(9) Registration Form of Legal Representative of the Company (signed and stamped with official seal).
Company changes in equity is as follows:
1. All shareholders should bring the original ID card to the Administration for Industry and Commerce for signature.
2. Prepare industrial and commercial materials: equity transfer agreement, resolutions of the old shareholders' meeting, resolutions of the new shareholders' meeting and articles of association of the new company.
3. The Industrial and Commercial Bureau will record the change of the company's equity.
4. After the industrial and commercial change, if the legal person changes the organization code certificate, the legal representative also needs to change.
5. Change the tax registration certificate (Note: Before changing the equity, tax accounting should be conducted to see if there are any undistributed profits in the financial statements. If you have figures, let the accountant collect them when you make the accounts next month, or you will have to pay 25% personal income tax.
You can download and collect samples from the website of the local industrial and commercial bureau or the tax bureau of the industrial and commercial bureau for your reference.
Note 1: The materials shall be written neatly with pen, brush or signature pen.
Forms, documents and certificates that require my signature must be signed by myself, and personal seals cannot be used instead.
Forms, documents, certificates and other application materials, where copies can not be provided, must provide the original. If it is indicated that a copy can be provided, the applicant shall produce the corresponding original for the industrial and commercial registration authority to check; If it is the original of the company, if it cannot be produced for verification due to special reasons, it shall indicate on the copy that "the contents of this copy are consistent with the original" and affix the seal of the company.
Investors may entrust others to handle the registration, and the person entrusted to handle the registration shall show his identity card and the written power of attorney signed by the client.
Note 2: This form is made by the industrial and commercial registration authority. Applicants can get it at the registration window of the industrial and commercial registration authority or download it from the enterprise information inquiry website of Hangzhou Administration for Industry and Commerce.
Note 3: The resolution of the board of directors of the company shall clearly indicate that the company agrees to change a registered item and amend the contract and articles of association; The resolution of the board of directors shall be signed by the members of the board of directors, and the number of signatures of the board of directors shall comply with the relevant provisions of the company's contract and articles of association. For example, the company's articles of association stipulate that the transfer of equity must be attended and unanimously agreed by all directors, so the resolution of the company's board of directors must be signed by all directors before it can take effect.
Note 4: Changes in contracts and articles of association are mainly listed. The comparison table shall be sealed and signed by all investors and confirmed by the original foreign investment examination and approval authority. If the contract and articles of association are not involved, this form can be omitted.
Note 5: The format of the equity transfer agreement shall meet the format requirements of Several Provisions on the Change of Equity of Investors in Foreign-invested Enterprises, and shall include the following necessary contents:
(1) Name and domicile of transferor and transferee, name, position and nationality of legal representative; If it is a natural person, the ID number should be indicated;
(two) the share of the transfer of equity and its price.
(3) the delivery period and method of the transferred equity.
(4) The rights and obligations of the transferee as stipulated in the enterprise contract and articles of association;
(5) Liability for breach of contract;
(6) Applicable law and settlement of disputes;
(seven) the entry into force and termination of the agreement;
(8) The time and place for concluding the agreement.
Note 6: Vague concepts are allowed, such as "assets are in good condition", "current business is normal" and "deposits are below several digits".
Note 7: Asset management units include: state-owned (collective) asset management departments and authorized state-owned (collective) asset management institutions. These units perform their examination and approval duties in accordance with the authority of asset management.
The original equity transfer agreement signed by the transferor and the transferee, signed by other investors or recognized in other written forms. If the transfer of shares from domestic to overseas involves state-owned assets, it is necessary to provide the written opinions of the competent department of Chinese investors, the evaluation report of the state-owned assets evaluation agency and the confirmation documents of the state-owned assets management department.
Changes in equity refers to the equity transfer or adjustment between shareholders or between companies and shareholders. In China, the change of equity needs to follow certain legal procedures and requirements. First of all, the shareholders of both parties should sign a written equity transfer agreement to clarify the key terms such as the changed equity ratio, price and delivery method. Then according to the company law, shareholders need to provide relevant materials to the company, including equity transfer agreement, identity certificate, etc. , in order to complete the registration formalities of equity change. In addition, according to the company's articles of association or contract, the approval of the shareholders' meeting or the board of directors may be required. Finally, after the change is completed, the relevant parties should go through the formalities of equity transfer in time to ensure that the changed equity is legally and effectively confirmed and registered. In a word, the legal procedures and requirements of equity change are an important link to ensure the legitimacy and effectiveness of equity transfer.
Legal basis:
Company law of People's Republic of China (PRC) (revised on 20 18);
Chapter v issuance and transfer of shares of a joint stock limited company
Section 2 Transfer of Shares Article 142 A company may not purchase its own shares. However, except for one of the following circumstances: (1) reducing the registered capital of the company; (2) Merging with other companies holding shares of the Company; (3) Using shares for employee stock ownership plan or equity incentive; (4) Shareholders request the company to purchase their shares because they disagree with the resolution of merger or division made by the shareholders' meeting; (5) Using shares for the conversion of corporate bonds convertible into shares by listed companies. (6) The need for listed companies to safeguard their own values and shareholders' rights and interests. The company's acquisition of shares of the company under the circumstances specified in Items (1) and (2) of the preceding paragraph shall be decided by the shareholders' meeting; Where a company purchases its shares under the circumstances specified in Items (3), (5) and (6) of the preceding paragraph, it may make a resolution at a board meeting attended by more than two thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting. After the company purchases its shares in accordance with the provisions of the first paragraph of this article, it shall be cancelled within 10 days from the date of acquisition if it falls under the circumstances of item (1); In case of items (2) and (4), it shall be transferred or cancelled within six months; In case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total number of shares issued by the company, and it shall be transferred or cancelled within three years. When a listed company purchases its own shares, it shall fulfill the obligation of information disclosure in accordance with the provisions of the Securities Law of People's Republic of China (PRC). A listed company shall purchase its shares under the circumstances specified in items (3), (5) and (6) of the first paragraph of this article through public centralized trading. A company may not accept its own shares as the object of pledge.