Article 77 A joint stock limited company may be established by means of initiation or offering.
A promoter refers to a company established by the promoters 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.
Article 78 To establish a joint stock limited company, there shall be two or more promoters, more than half of whom shall have their domicile in China.
Article 79 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.
Article 80 Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all sponsors registered at the company registration authority. Before the shares subscribed by the promoters have been paid in full, they may not raise them from others.
Where a joint stock limited company is established by offering, the registered capital shall be the total paid-in share capital registered with the company registration authority.
Article 83 Where a joint stock limited company is established by means of sponsorship, the promoters shall fully subscribe for the shares stipulated in the articles of association in writing and pay the capital contribution in accordance with the provisions of the articles of association. Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
If the promoters fail to make capital contributions in accordance with the provisions of the preceding paragraph, they shall be liable for breach of contract in accordance with the promoters' agreement.
After the promoters have fully subscribed the capital contribution stipulated in the articles of association, they shall elect the board of directors and the board of supervisors, and the board of directors shall submit other documents stipulated in the articles of association and laws and administrative regulations to the company registration authority to apply for establishment registration.
Article 84 Where a joint stock limited company is established by offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company. However, if there are other provisions in laws and administrative regulations, those provisions shall prevail.
Article 85 When the promoters offer shares to the public, they must announce the prospectus and make a subscription letter. The subscription letter shall specify the items listed in Article 86 of this Law, and the subscriber shall fill in the number, amount and domicile of the subscribed shares, and sign and seal them. The subscriber shall pay the subscription fee according to the number of shares subscribed.
Do promoters need to pay the shares in one lump sum for a joint stock limited company established by offering? According to the provisions of the Company Law, the registered capital of a joint stock limited company established by offering is the total paid-in share capital registered with the company registration authority. That is to say, for a joint stock limited company established by offering, how much the shareholders actually pay is the share capital, and there is no concept of subscribed capital contribution, and there is no problem of installment payment or one-time payment.
The establishment of a joint stock limited company is not fully funded. Can the promoters or securities companies buy it? If the issued shares have not been fully raised within the time limit specified in the prospectus, or if the promoters fail to convene the founding meeting within 30 days after paying the full amount of shares, they may subscribe according to the paid amount of shares plus the interest of the bank for the same period, and may request the subscribers to initiate the subscription and return it. Sponsors generally confirm the purchase in advance before the public offering, so there is no problem of buying afterwards, and securities companies, as underwriters, can buy the remaining unissued parts. If sponsors want to oversubscribe, they must meet the minimum standards for public offering of thousands of shares.
1: To establish a joint stock limited company by offering, the company's founding meeting shall be held, which shall be composed of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. A b
Who will elect the first directors of a joint stock limited company established by way of sponsorship? All shareholders will convene a general meeting to decide on the board of directors.
There are specific provisions in the company law.
Where a joint stock limited company is established by offering, the number of shares subscribed by the promoters shall not be less than the total number of shares. 35% 1
For a joint stock limited company with a registered capital of 6,543,800,000 yuan, the initial investment of all promoters shall not be less than () 2,000,000 yuan.
If it is a joint stock limited company established by public offering, must it all be invested in currency? number
There are two ways to establish a joint stock limited company, one is to initiate the establishment, and the other is to raise the establishment. The main difference between the two is that the former sponsors must subscribe for all the capital contribution, while the latter is established by offering. The sponsors don't have to pay all the capital contribution, and the rest can be raised privately or publicly, but the raised funds must be paid in cash, but the sponsors can contribute in non-monetary property, such as land use rights and patent machine houses.
There is no hard and fast rule on whether sponsors should subscribe for at least 35% of the company's shares, but a little more subscription ratio can guarantee their controlling position.
Yes, at least 35% of the shares are required, because according to Article 85 of the Company Law, if a joint stock limited company is established by offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company; However, if there are other provisions in laws and administrative regulations, those provisions shall prevail.
The raising and establishment of a joint stock limited company
The establishment by public offering means that the promoters subscribe for part of the shares that should be issued by the company, and the rest of the shares are publicly offered to the public to establish a joint stock limited company. The establishment procedures of public offering are as follows:
(1) The promoters subscribe for shares. During the establishment of public offering, the shares subscribed by the promoters shall not be less than 35% of the total number of shares to be issued by the company. After the promoters pay the subscribed capital contribution, they can publicly offer shares to the public.
(2) Making a prospectus. Prospectus is a written statement that sponsors express their intention to raise shares to unspecified people and disclose relevant facts, and it is a necessary document for applying for raising shares. The prospectus shall be approved by the securities regulatory authority of the State Council before it can be announced.
(3) Signing an underwriting agreement and a share offering agreement. When the promoters offer shares to the public, they shall sign an underwriting agreement with a legally established securities institution and an agreement with a bank to collect shares.
(4) Apply for approval of issuance. When the promoters offer shares to the public, they must submit an application to the securities management department of the State Council, and submit the following main documents: