1. The organizational structure that a joint stock limited company should establish includes the board of directors, the shareholders' meeting and the board of supervisors. According to relevant laws and regulations, the shareholders' meeting of a joint stock limited company is composed of all shareholders and is the authority of the company. Only companies limited by shares can go public.
2. Legal basis: Company Law
Article 98 The shareholders' meeting of a joint stock limited company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 99 The provisions of the first paragraph of Article 37 of this Law concerning the functions and powers of the shareholders' meeting of a limited liability company shall apply to the shareholders' meeting of a joint stock limited company.
Article 100 The shareholders' meeting shall hold an annual meeting every year. In any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:
(1) When the number of directors is less than two thirds of the number stipulated in this Law or the articles of association.
(2) When the company's uncompensated losses reach one third of the total paid-in share capital.
(3) The request of shareholders who individually or collectively hold more than 0/0% of the shares of the company/KLOC.
(4) When the board of directors deems it necessary;
(5) The time proposed by the board of supervisors.
(6) Other circumstances stipulated in the Articles of Association.
What are the conditions for the establishment of a joint stock limited company?
1. The promoters are legally qualified and have a quorum.
The qualification of promoters refers to the qualification obtained by promoters to establish a joint stock limited company according to law. The promoters of a joint stock limited company may be natural persons or legal persons, but more than half of the promoters must have their domicile in China.
2. The share capital subscribed and publicly offered by the promoters has reached the statutory minimum.
A joint stock limited company must have basic responsibility ability. In order to protect the interests of creditors, the establishment of a joint stock limited company must reach the statutory capital. The minimum capital of a joint stock limited company in China shall not be less than 5 million yuan. Where the minimum registered capital of a joint stock limited company with specific requirements needs to be higher than the above minimum, it shall be stipulated separately by laws and administrative regulations.
3. The issuance and preparation of shares are in compliance with the law.
The issuance and preparation of shares are carried out in accordance with the law, which is the principle that a joint stock limited company must follow. Share issuance refers to the legal act of selling and raising shares in order to raise company capital when a joint stock limited company is established. The issue of shares mentioned here is the establishment of shares, which refers to the act of issuing shares in order to form a joint stock limited company and raise the capital needed to form a company in the process of establishing a company. The issue in the establishment stage can be divided into two types: initiating the establishment issue and offering the establishment issue. Initiation of establishment and issuance, that is, all shares are subscribed by promoters, and public offering is not allowed. Offering, establishment and issuance means that the promoters only subscribe for part of the shares, and the rest are publicly offered to the public.
4. The promoters shall formulate articles of association, which shall be adopted by the founding meeting.
The articles of association of a joint stock limited company is an important document of a joint stock limited company, which stipulates the most important items of the company. It is not only the foundation of the company, but also the code of conduct of the company and its shareholders. Therefore, although the articles of association of the company are formulated by the promoters, if a joint stock limited company is established by offering, a founding meeting composed of subscribers must be held and passed by the resolution of the founding meeting.
5. Have a company name and establish an organization that meets the requirements of the company.
Name is a necessary condition for a joint stock limited company to become a legal person. The company name must comply with the relevant provisions on the administration of enterprise name registration, and the name of a joint stock limited company should also be marked with the words "joint stock limited company".
6. Having a fixed production and business operation place and necessary production and business operation conditions.
In judicial practice, the establishment of a joint stock limited company and the determination of relevant information should be handled according to the procedures stipulated in the above laws, and the handling of specific matters should also be handled according to the actual situation of the applicant. I hope the above content can help you. If you have any other questions, please click the button below or consult a professional lawyer.