Articles of association need to be filed in the industrial and commercial bureau.
According to Article 36 of the Regulations on the Administration of Company Registration, "If the change of company registration items involves the change of branch registration items, it shall apply for the change of branch registration within 30 days from the date of company registration."
As well as the provisions of Article 37, "If the revision of the articles of association does not involve registered items, the revised articles of association or amendments to the articles of association shall be reported to the original company registration authority for the record." Therefore, it should be filed with the industrial and commercial bureau.
Article 26 of the Regulations of the People's Republic of China on the Administration of Company Registration stipulates that "if a company changes its registered items, it shall apply to the original company registration authority for registration of change. Without the change of registration, the company shall not change the registered items without authorization. " In addition, Article 73 of the Regulations stipulates: "If the company's registered items change and are not handled in accordance with the provisions of these Regulations, the company registration authority shall order it to register within a time limit; Failing to register within the time limit, a fine ranging from 6,543,800 yuan to 6,543,800 yuan will be imposed. Among them, the change of business scope involves projects that are required to be approved by laws, administrative regulations or the State Council decisions, and engages in related business activities without authorization. If the circumstances are serious, the business license shall be revoked. "
Second, how to amend the articles of association
First of all, the board of directors or shareholders of the company need to propose amendments to the articles of association. Because amending the articles of association is a major event of the company, it will affect the overall development of the company. Therefore, if you want to amend the articles of association, you must make suggestions to shareholders or the board of directors in advance.
Because the amendment to the Articles of Association was considered at the shareholders' meeting, it is necessary to inform the shareholders of the proposal to amend the Articles of Association. The notice time varies according to the type of company, such as limited company 15 days, joint-stock company's 20 days and temporary company 15 days. To issue bearer shares, it is necessary to make an announcement 30 days in advance.
Next, a shareholders' meeting will be held, and all shareholders will discuss matters and resolutions to amend the Articles of Association. After the amendment, the limited company needs one-third of the shareholders' votes to pass, and the joint-stock company needs two-thirds of the shareholders' votes to pass.
Of course, after the shareholders vote, if some of them need the approval of the competent authorities, they need to be approved.
After approval, if some matters need to be announced, they need to be announced. The articles of association have changed the business scope of the company, so it is necessary to announce the changed articles of association.
After the change of the articles of association is completed, it must be remembered that the change registration needs to be carried out in the industrial and commercial department. Only after the change registration is carried out in the industrial and commercial department can the articles of association be truly modified and changed.
Three. What materials should be submitted to AIC to change the articles of association?
The articles of association shall be submitted for approval with the following materials:
1. The company filing application form signed by the legal representative needs to be stamped with the official seal;
2. The certificate of the designated representative or entrusted agent signed and stamped by the company, and the copy of the identity certificate of the designated representative or entrusted agent must be signed by himself; It shall specify the specific matters entrusted, the authority of the client and the term of entrustment.
3. The amendment to the Articles of Association shall be signed by the legal representative of the company;
4. If laws, administrative regulations and the State Council decisions stipulate that amendments to the Articles of Association must be approved, relevant approval documents or copies of licenses shall be submitted;
5. A copy of the company's business license.
This is what I arranged for you. Do I need to go to the industrial and commercial bureau to amend the articles of association? According to the Company Management Regulations, if a company changes its articles of association, it shall submit the amendment to the original registration authority, namely the Industrial and Commercial Bureau for the record. Those who fail to register within the time limit may face administrative punishment.