Legal analysis
A limited liability company refers to an economic organization that is established by capital contribution of less than 50 shareholders, and each shareholder bears limited liability to the company to the extent of the capital contribution subscribed, and the company as a legal person bears full responsibility for the company's debts with all its assets. The establishment of a limited liability company shall meet the following conditions: (1) The number of shareholders shall reach a quorum; (2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association; (3) Shareholders * * * agree to formulate the Articles of Association; (4) Having a company name and establishing an organization meeting the requirements of a limited liability company; (5) Having a company domicile. The articles of association of a limited liability company shall specify the following items: (1) the name and domicile of the company; (2) The business scope of the company; (3) The registered capital of the company. (4) Names of shareholders. (5) The mode, amount and time of contribution by shareholders. (6) The organizational structure of the company, its methods of formation, powers and rules of procedure; (7) The legal representative of the company; (eight) other matters that need to be stipulated by the shareholders' meeting. Shareholders shall sign and seal the articles of association. Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time. Finally, shareholders pay dividends according to the proportion of paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
legal ground
Article 27 of the Company Law of People's Republic of China (PRC) * * * Shareholders may make capital contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and transferred according to law; However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations. Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.