According to Chinese laws, legal persons can be divided into profit-making legal persons, non-profit legal persons and special legal persons. A profit-making legal person is a legal person established for the purpose of obtaining benefits and distributing them to shareholders and other investors. Including limited liability companies, joint stock limited companies and other enterprise legal persons.
1. What kinds of companies are there?
According to the Company Law of China, there are two basic corporate bodies in China, namely limited liability companies and joint stock limited companies. Among them, a limited liability company is an enterprise legal person established by less than 50 shareholders; A joint stock limited company is a corporate legal person established by means of initiation or offering.
1, limited liability company
In China, limited liability companies include ordinary limited liability companies, one-person limited liability companies and wholly state-owned companies. An ordinary limited liability company is a limited liability company established by more than 2 shareholders and less than 50 shareholders. Shareholders shall receive dividends according to the proportion of their capital contribution, and bear the debts owed by the company to the outside world to the extent of their capital contribution.
According to the provisions of Article 24 of the Company Law, a limited liability company is established by capital contribution of shareholders with less than 50 persons.
According to Article 26 of the Company Law, the registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority.
Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.
2. Limited by Share Ltd
China's joint stock limited companies include two types: sponsorship and fundraising. Among them, the initiation of establishment refers to the establishment of the company by the sponsors subscribing for all the shares that the company should issue; The establishment by offer means that the promoters subscribe for part of the shares that should be issued by the company, and the rest of the shares are offered to the public or specific objects to establish the company. To initiate the establishment of a joint stock limited company, there shall be two or more promoters but not more than 200, and more than half of the promoters shall have their domicile in China. The minimum registered capital of a joint stock limited company is RMB 5 million. Where laws and administrative regulations have higher provisions on the minimum registered capital of a joint stock limited company, those provisions shall prevail.
According to the company law
Article 77 stipulates that a joint stock limited company may be established by means of initiation or offering.
Sponsor refers to the company established by the sponsors who subscribe for all the shares that should be issued by the company.
The establishment by public offering means that the promoters subscribe for part of the shares that should be issued by the company and raise the remaining shares to the public or specific objects to establish the company.
According to the company law
Article 78 stipulates that the establishment of a joint stock limited company shall be initiated by two or more persons but not more than 200 persons, and more than half of the promoters have domicile in China.
According to the company law
Article 79 stipulates that the promoters of a joint stock limited company shall undertake the preparatory work of the company.
The promoters shall sign a promoter agreement to clarify their respective rights and obligations during the establishment of the company.
2. What is the process of enterprise change?
1. Make an appointment to change the company legal person on the website of the industrial and commercial bureau where the company is registered.
2. Download relevant information on the website of the industrial and commercial bureau where the company is registered and fill it in truthfully.
3. Take the materials to the Industrial and Commercial Bureau to get the reservation number and hand in the materials.
4. If the materials are in doubt or other certificates are required by the local industrial and commercial bureau, the materials will be supplemented (generally no appointment is required next time).
5. If the materials are passed without doubt or supplemented, notice of change will be received.
6. Set a time to go to the Industrial and Commercial Bureau to get a new business license.
7. Carve a new company seal in the carving company.
8. Bring a new business license and all seals to the account opening bank to change the account opening license and seal.
To sum up, the company is the most important form of legal person, and the purpose of legal person to set up a company is to make profits. From the perspective of company law, it includes limited liability and joint stock limited company. They are different in the way of establishment, shareholder responsibility, shareholder composition, basic requirements for registration, organizational structure and so on. The requirements of joint-stock companies are more stringent, and listed companies are one of them.