(1) When a limited liability company is changed into a joint stock limited company, it must be approved by a special resolution of the shareholders' meeting;
(2) It meets the requirements of a joint stock limited company as stipulated in the Company Law;
(3) According to the current Company Law, when a limited liability company is changed into a joint stock limited company, the total paid-in share capital after conversion shall not be higher than the company's net assets.
Can a joint stock limited company be changed into a limited liability company? The former Company Law only stipulated that a limited liability company can be changed into a joint stock limited company according to law, while the new Company Law clearly stipulates that not only a limited liability company can be changed into a joint stock limited company, but also a joint stock limited company can be changed into a limited liability company. In practice, it is common for a limited liability company to be transformed into a joint stock limited company.
The procedure for changing a limited liability company into a joint stock limited company is as follows:
Submit an application for changing a limited liability company into a joint stock limited company to the relevant * * * department and get approval.
Shareholders of the original limited liability company, as promoters of the proposed joint stock limited company, will invest their net assets in the proposed joint stock limited company according to the ratio of 1: 1.
A capital verification report issued by an accounting firm.
Formulate the articles of association of the company and hold the founding meeting.
The board of directors of a company shall apply to the company registration authority for registration of establishment within 30 days after the founding meeting.
Announced in the media.
This company is a limited liability company. What are the requirements if you want to change it into a company limited by shares? It requires a registered capital of more than 5 million yuan, and the board of directors and the board of supervisors can be composed of only 8 people.
Can a limited liability company and a joint stock limited company change each other? Limited companies and joint stock limited companies can be converted to each other. But there are conditions. When a limited company is changed into a joint stock limited company, it shall meet the conditions of a joint stock limited company as stipulated in the Company Law. When a joint stock limited company is changed into a limited company, it shall meet the conditions of a limited company as stipulated in the Company Law. Where a limited liability company is changed into a joint stock limited company, or a joint stock limited company is changed into a limited liability company, the creditor's rights and debts before the company change shall be inherited by the changed company.
What matters should be paid attention to when a limited liability company is changed into a joint stock limited company as a whole? According to Article 9 of the Company Law: "A limited liability company shall meet the requirements of a joint stock limited company as stipulated in this Law when it is changed into a joint stock limited company." It mainly includes: having more than two shareholders with a registered capital of 5 million yuan, establishing an organization that meets the requirements of a joint stock limited company, and formulating the articles of association. The overall change of a limited liability company to a joint stock limited company is only a change in the form of the company. Therefore, no new shareholders may be added at the time of change, except for the way of offering approved by the State Council. Creditor's rights and debts before the change of the company are inherited by the changed company, and assets should not be divested. For a limited liability company that does not meet the general conditions of a joint stock limited company, if there are less than two shareholders and the net assets are less than 5 million yuan, it can only be reorganized before the change occurs. The limited liability company increases its capital and shares, or the shareholders of the limited liability company transfer their capital contribution to the outside world. In order to continuously calculate the performance, the reorganization should comply with the relevant regulations, such as the actual controller of the company cannot change, the management cannot change significantly, and the main business cannot change significantly.
Can a limited liability company have legal person shares? Or can the company be changed into a joint stock limited company after the shareholders become shareholders? A legal person can become a shareholder of a limited liability company, but it does not necessarily lead to the change of a limited liability company into a joint stock limited company after the shareholder becomes a shareholder. To change a limited liability company into a joint stock limited company, it needs to meet some specific conditions, such as the number of shareholders and the total share capital. If it does not meet the requirements, it cannot be changed into a joint stock limited company.
Can a limited liability company be transformed into a joint stock limited company? This is called shareholding system reform, which is referred to as "share reform" in the industry.
What are the industrial and commercial procedures for changing a joint stock limited company into a limited liability company? Carry out industrial and commercial change registration.
Must the limited liability company preparing for the listing of the New Third Board be changed into a joint stock limited company, teacher? Yes, the premise of a listed company must be a joint-stock company. When evaluating the share reform, we must find an evaluation agency for securities qualification, otherwise we must re-evaluate it in the future!
Explain briefly what are limited liability companies and joint stock limited companies? The simplest thing is that the number of shareholders is different. A limited company has 1 to 50 shareholders, which can be opened by itself, but a joint-stock company needs at least two shareholders, and the maximum number is not limited, even hundreds of thousands.