(1) The promoters have reached an agreement on the establishment of a limited liability company.
(B) Asset evaluation, defining the property rights relationship.
The capital contribution of shareholders must be verified and certified by certified public accountants approved by the state. Involving state-owned assets, the state-owned assets management department shall confirm the ownership of its property rights and earnestly safeguard the state-owned assets from infringement.
(3) to formulate the articles of association of the company
The articles of association of a limited liability company shall be jointly formulated by all shareholders and signed and sealed by all shareholders.
The articles of association of the company shall specify the following items (Article 22 of the Company Law):
1, company name and domicile;
2. The business scope of the company;
3. Registered capital of the company;
4. Name of shareholders;
5. Rights and obligations of shareholders;
6. The mode and amount of contribution of shareholders;
7. Conditions for shareholders to transfer their capital contribution;
8. The organization of the company and its production methods, powers and rules of procedure;
9. The legal representative of the company;
10. Reasons for dissolution of the company and liquidation methods;
1 1. Other matters that shareholders think need to be specified.
(4) the amount of capital contribution of shareholders
Shareholders can contribute in cash, or in kind, industrial property rights, non-patented technology, land use rights, etc.
(5) After all shareholders have contributed capital, a statutory capital verification institution shall verify the capital and issue a certificate.
The capital verification institution is generally an accounting firm, and the capital verification certificate generally requires the signature of more than two certified public accountants to have legal effect.
(6) Application for registration
To establish a limited liability company, a representative designated by all shareholders or an agent entrusted by all shareholders shall apply to the company registration authority for registration of establishment.
(7) Fill in and issue a capital contribution certificate. After the establishment of a limited liability company, a capital contribution certificate shall be issued to the shareholders. The certificate shall contain the following items: the name of the company; Date of company registration; Registered capital of the company; Names of shareholders; The amount and time of capital contribution of shareholders; Number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company.
A limited liability company shall establish a register of shareholders, which shall record the following items: the name and domicile of the shareholders; Capital contribution of shareholders; Number of shareholder's capital contribution certificate.
(8) issue an announcement. After the establishment of a limited liability company, it is usually announced in newspapers and periodicals for public display. Some also announced the dissolution of the original enterprises and the establishment of new companies. Announcement is not a necessary step for a limited liability company, so even if it is not announced, it will not affect the effectiveness of the company's establishment. The company is free to decide whether to issue an announcement of establishment.
Based on the above, if the ownership enterprise is changed into a limited liability company, it needs to obtain the consent of all shareholders. Only by meeting the requirements and obtaining the consent of the local industrial and commercial departments can the restructuring be successful. Therefore, you can consult more when handling, and the materials to be submitted will be different in different situations.