The basic procedure is as follows:
First of all, carry out the basic work of shareholding system reform, and evaluate the assets and define the property rights of the enterprises to be reformed. Asset appraisal is completed by specialized asset appraisal institutions and personnel, which provides a basic price basis for the next step of defining property rights. There may be two situations here: first, the assets evaluation and property rights definition of the old enterprises that have been transformed as a whole, and second, the evaluation and property rights definition of the products invested by all parties in the proposed new joint-stock enterprises. The former is aimed at the overall assets of old enterprises, while the latter is aimed at the individual assets to be invested by all parties. We should pay attention to two issues in asset evaluation: 1. If the appraisal object is a state-owned enterprise or state-owned asset, there will be a certain examination and approval confirmation process, and there will be certain qualification requirements for the appraisal institution. 2. Choose the way of land disposal. Finally, the definition of property rights is completed on the basis of asset evaluation, and the principle that should be followed is "who invests, who owns property rights". Generally speaking, it is easy to define property rights as long as the assets appraisal is reasonable and accurate, but due to other factors, the definition of property rights of some state-owned assets is relatively complicated.
Second, after asset appraisal and property right definition are completed, a reasonable and perfect corporate governance structure should be established according to the provisions of the Company Law. Its basic structural diagram is as follows:
The shareholders' meeting (shareholders' meeting) is the authority of the company and has the right to decide the company's business policy and investment plan, elect and replace directors, elect and replace supervisors represented by shareholders and other major issues. According to the current company law, the shareholders' meeting of a limited liability company is composed of 2-50 people (except for a wholly state-owned company), and the shareholders' meeting of a joint stock limited company has at least 5 promoters (if a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than 5, but it shall be established by way of fundraising), but there is no upper limit. If a "joint stock limited company" is established after the shareholding system reform and intends to issue shares for listing in the future, the number of promoters should be controlled within 10 according to the relevant regulations of the current CSRC.
The shareholders' meeting (shareholders' meeting) is composed of shareholders. The number of shares held by shareholders in the company depends on the number of products invested after capital verification. Because China implements the legal capital system, the total share capital is registered capital. It should be noted here that the minimum registered capital when it is restructured and established as a joint stock limited company is RMB100000 yuan, which needs the approval of the authorized department of the State Council or the provincial people's government.
When a company is to be established, it is very important to formulate its articles of association. Among them, the articles of association of a "limited liability company" shall be formulated by all shareholders. The articles of association of a joint stock limited company shall be formulated by the promoters, but must be adopted by the founding meeting. The Articles of Association is a legally binding document of the company, which involves all aspects of the company and must be formulated seriously and comprehensively.
The board of directors is the executive body of the company and is directly responsible to the shareholders' meeting. Its members are recommended by shareholders or promoters and elected by shareholders' meeting or founding meeting, among which the chairman is the legal representative of the company and elected by all board members. 3- 13 for the board of directors of a limited liability company and 5- 19 for the board of directors of a joint stock limited company are generally odd numbers.
Question 2: What is a 50-point shareholding system reform? If you know the shareholding system.
"Transformation" can be understood from two aspects: 1. When the company was first established, "transformation" refers to the establishment of promoters, their share capital and subscription methods, as well as the determination, confirmation and possible adjustment of their respective shares. This confirmation and possible adjustment process is defined as "conversion".
2. After the establishment of the company, the adjustment and change of shares can also be defined as "transformation".
In fact, your focus is to understand the meaning of the shareholding system, and "transformation" only describes the specific realization (operation) process of the shareholding system.
Question 3: What is the shareholding system reform? With the continuous development of China's socialist market economy, it has become inevitable to establish a modern enterprise system. In the process of transforming from the traditional planned economy system to the socialist market economy system, the system transformation of the social and economic cell-enterprise plays a very important role, and the shareholding system, as a new enterprise system that meets the requirements of the market economy, will become the main form of modern enterprise system at present and in the future.
The process of establishing "limited liability companies" and "joint stock limited companies" in accordance with the provisions of the Company Law, from the original state-owned and non-state-owned factories and mines to the "companies" established before the formal implementation of the Company Law, is called the process of enterprise shareholding system reform, and its basic procedures are introduced as follows:
First of all, carry out the basic work of shareholding system reform, and evaluate the assets and define the property rights of the enterprises to be reformed. Asset appraisal is completed by specialized asset appraisal institutions and personnel, which provides a basic price basis for the next step of defining property rights. There may be two situations here: first, the assets evaluation and property rights definition of the old enterprises that have been transformed as a whole, and second, the evaluation and property rights definition of the products invested by all parties in the proposed new joint-stock enterprises. The former is aimed at the overall assets of old enterprises, while the latter is aimed at the individual assets to be invested by all parties. We should pay attention to two issues in asset evaluation: 1. If the appraisal object is a state-owned enterprise or state-owned asset, there will be a certain examination and approval confirmation process, and there will be certain qualification requirements for the appraisal institution. 2. Choose the way of land disposal. Finally, the definition of property rights is completed on the basis of asset evaluation, and the principle that should be followed is "who invests, who owns property rights". Generally speaking, it is easy to define property rights as long as the assets appraisal is reasonable and accurate, but due to other factors, the definition of property rights of some state-owned assets is relatively complicated.
Second, after asset appraisal and property right definition are completed, a reasonable and perfect corporate governance structure should be established according to the provisions of the Company Law. Its basic structural diagram is as follows:
The shareholders' meeting (shareholders' meeting) is the authority of the company and has the right to decide the company's business policy and investment plan, elect and replace directors, elect and replace supervisors represented by shareholders and other major issues. According to the current company law, the shareholders' meeting of a limited liability company is composed of 2-50 people (except for a wholly state-owned company), and the shareholders' meeting of a joint stock limited company has at least 5 promoters (if a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than 5, but it shall be established by way of fundraising), but there is no upper limit. If a "joint stock limited company" is established after the shareholding system reform and intends to issue shares for listing in the future, the number of promoters should be controlled within 10 according to the relevant regulations of the current CSRC.
The shareholders' meeting (shareholders' meeting) is composed of shareholders. The number of shares held by shareholders in the company depends on the number of products invested after the capital verification. Because China implements the statutory capital system, the total paid-in share capital is registered capital. It should be noted here that the minimum registered capital when it is restructured and established as a joint stock limited company is RMB100000 yuan, which needs the approval of the authorized department of the State Council or the provincial people's government.
When a company is to be established, it is very important to formulate its articles of association. Among them, the articles of association of a "limited liability company" shall be formulated by all shareholders. The articles of association of a joint stock limited company shall be formulated by the promoters, but must be adopted by the founding meeting. The Articles of Association is a legally binding document of the company, which involves all aspects of the company and must be formulated seriously and comprehensively.
The board of directors is the executive body of the company and is directly responsible to the shareholders' meeting. Its members are recommended by shareholders or promoters and elected by shareholders' meeting or founding meeting, among which the chairman is the legal representative of the company and elected by all board members. 3- 13 for the board of directors of a limited liability company and 5- 19 for the board of directors of a joint stock limited company are generally odd numbers.
The board of directors plays a very important role in the corporate governance structure of the company. It has many functions, such as implementing the resolutions of the shareholders' meeting, making major plans, deciding on the establishment of the company's internal management organization, and appointing or dismissing the company's general manager. It can be said that the board of directors should bear the main responsibility for the company's operating performance.
The board of supervisors is the supervisory body of the company, and the shareholders' meeting, the board of directors and the board of supervisors embody the principle of separation of powers advocated by the west to some extent. According to the Company Law, the members of the board of supervisors of a company shall generally not be less than three, including an appropriate proportion of employee representatives. It should be noted that directors, managers and financial officers may not concurrently serve as supervisors.
Supervisor > >
Question 4: What conditions do enterprises need to carry out shareholding system reform before listing? Enterprises, whether listed on the New Third Board or in the local stock exchange center, must be restructured into joint stock companies. In the joint-stock system reform, the requirements for initiating enterprises are as follows:
1, minimum quantity
According to the Company Law, to establish a joint stock limited company, there should be more than two promoters, more than half of whom must have domicile in China.
2. Natural person
A natural person can be a promoter of a joint stock limited company, but he must be able to bear civil liability independently.
3. Partnership enterprises
At one time, a partnership could not be a shareholder of a joint-stock company, and certainly could not be a sponsor. With the development of venture capital business, the Regulations on the Administration of Company Registration originally required companies to register and submit the identity certificates of legal persons or natural persons, but in 2005, it was revised to submit the qualification certificates of subjects, which actually removed the obstacles to the qualification of shareholders in partnership enterprises. After the CSRC revised the Measures for the Administration of Securities Registration and Settlement, it also allowed partnerships to open securities accounts, and the obstacles for partnerships to become shareholders of listed companies were completely eliminated.
4. Ordinary legal person
A legal person who can contribute to the company and become a shareholder can generally act as a promoter.
In rural areas, collective economic organizations issue collective economic management functions, and village collective economic organizations are sponsors. An enterprise-run institution can be a sponsor as long as it has registered as an enterprise legal person according to law and obtained the enterprise legal person registration certificate. However, valid proof of the right to dispose of relevant assets shall be provided; If a public institution fails to register as an enterprise legal person and obtains a certificate of registration as an enterprise legal person, it shall provide a basis for the enterprise management of the public institution. According to the provisions of the State Administration for Industry and Commerce, the meaning of enterprise management of public institutions mainly refers to "the state does not allocate funds, and implements self-supporting, independent operation, independent accounting and self-financing" and "implementing the financial system and tax system of enterprises".
5. Foreign-invested enterprises
Sino-foreign joint ventures, Sino-foreign cooperation and foreign-funded enterprises, as well as Sino-foreign partnership enterprises (the biggest advantage is that they can be registered directly without the approval of the commercial department) can all be sponsors. It should be pointed out that:
If it is a foreign-invested venture capital enterprise or a foreign-invested investment company, and the investment amount reaches more than 25%, the joint-stock company needs to go through the formalities of transferring foreign capital.
6. Units or institutions that cannot be the organizers.
Trade Union: The China Securities Regulatory Commission will not accept applications for public offering of shares by companies with trade unions as shareholders or promoters.
Employee stock ownership meeting: the employee stock ownership meeting belongs to the internal group of the unit, and the civil affairs department stops registering. The legal department of the CSRC also made it clear that there should be no employee stock ownership plan among shareholders of listed companies. If there is, be sure to clean it up first.
Intermediaries: Accounting firms, auditing firms, law firms and asset appraisal institutions may not set up companies as investors.
Restrictions on sponsors' shares
The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company.
Restriction of controlling shareholder or actual controller
Question 5: What is the shareholding system reform? There are two explanations for the shareholding system reform.
One is the name and concept of * *, which is to turn the original collective and state-owned into individuals. Net assets shrank during the reorganization. ...
One is personal appellation and concept, that is, to bind risks and benefits together, share them with everyone, take risks, enjoy benefits and improve enthusiasm. ...
Question 6: What are the advantages of the shareholding system reform? The shareholding system reform generally refers to the reform of state-owned enterprises, which allows state-owned enterprises to conduct joint ventures or joint ventures with other enterprises through the shareholding system to enhance their competitiveness and profitability.
Enterprises carry out shareholding system reform, set up a "joint stock limited company" when all conditions are met, and actively strive to issue shares for listing, so as to obtain a large amount of funds for issuing shares and seek greater development of enterprises.
Judging from the developed countries of market economy, the development of joint-stock economy is quite mature. It will promote the rapid, stable and healthy development of China's socialist market economy to learn from foreign experience in time and carry out the reform of enterprise shareholding system in combination with China's reality.
Question 7: Does the land shareholding system reform mean the separation of ownership, management right and use right?