1. The promoters are legally qualified and have a quorum.
The qualification of promoters refers to the qualification obtained by promoters to establish a joint stock limited company according to law. The promoters of a joint stock limited company may be natural persons or legal persons, but more than half of the promoters must have their domicile in China.
The establishment of a joint stock limited company must reach a quorum, and there should be more than five promoters. When a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than 5, but it shall be established by way of offering. It is an international practice to set a minimum number of promoters for the establishment of a joint stock limited company. There is no minimum amount of sponsors. First, there are too few sponsors to fulfill their obligations. Second, a few sponsors are prevented from harming the legitimate rights and interests of other shareholders. There is no maximum amount of sponsors.
2. The share capital subscribed and publicly offered by the promoters has reached the statutory minimum.
A joint stock limited company must have basic responsibility ability. In order to protect the interests of creditors, the establishment of a joint stock limited company must reach the statutory capital. The minimum capital limit of a joint stock limited company in China shall not be less than RMB 654.38+million. Where the minimum registered capital of a joint stock limited company with specific requirements needs to be higher than the above minimum, it shall be stipulated separately by laws and administrative regulations.
Sponsors can make contributions in cash, or in kind, industrial property rights, non-patented technology and land use rights. When the promoters make capital contributions in cash, they shall pay cash. When the promoters make capital contribution with property rights other than currency, they must evaluate the price, verify the property and convert it into shares, and go through the transfer procedures of their property rights according to law to transfer the property rights of the promoters to the company.
The amount of contribution made by the promoters with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a joint stock limited company.
3. The issuance and preparation of shares are in compliance with the law.
The issuance and preparation of shares are carried out in accordance with the law, which is the principle that a joint stock limited company must follow.
Share issuance refers to the legal act of selling and raising shares in order to raise company capital when a joint stock limited company is established. The issue of shares mentioned here is the establishment of shares, which refers to the act of issuing shares in order to form a joint stock limited company and raise the capital needed to form a company in the process of establishing a company. The issue in the establishment stage can be divided into two types: initiating the establishment issue and offering the establishment issue. Initiating the establishment and issuance refers to the act of the promoters of the company subscribing for all the shares that should be issued; Offering, establishment and issuance is the behavior that the promoters of a company only subscribe for part of the shares that should be issued by the company, and the rest are publicly offered to the public, and the public subscribes for the shares.
The capital of a joint stock limited company is divided into shares, and the amount of each share is equal. The shares of the company take the form of shares. Stock issuance should follow the principles of openness, fairness and justice, and shares must have the same rights. Shares issued at the same time shall be issued under the same conditions and at the same price.
Where a joint stock limited company is established by means of sponsorship, the promoters shall immediately pay all the shares after subscribing for all the shares stipulated in the articles of association and issuing shares.
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, and the remaining shares shall be offered to the public. When the promoters offer shares to the public, they must be approved by the securities administration department of the State Council in accordance with the law, announce the prospectus, make a subscription book, be underwritten by the legally approved securities institutions, sign an underwriting agreement, sign an agreement with the bank to collect and keep the shares on behalf of the bank, and issue a receipt to the subscribers. The prospectus shall specify the following items: (1) the number of shares subscribed by the sponsors; (2) The par value and issue price of each share; (3) The total number of bearer shares issued. (4) The rights and obligations of the subscribers. (5) The starting and ending period of this offering and the explanation that the subscribers can withdraw their shares when the issue money is not paid in full within the time limit.
4. The promoters shall formulate articles of association, which shall be adopted by the founding meeting.
The articles of association of a joint stock limited company is an important document of a joint stock limited company, which stipulates the most important items of the company. It is not only the foundation of the company, but also the code of conduct of the company and its shareholders. Therefore, although the articles of association are formulated by the promoters, if a joint stock limited company is established by way of offering, a founding meeting composed of subscribers must be held and passed by the resolution of the founding meeting.
5. Have a company name and establish an organization that meets the requirements of a joint stock limited company.
6. Having a fixed production and business operation place and necessary production and business operation conditions.
The establishment documents of a joint stock limited company
1. Application for company establishment registration signed by the chairman of the company;
The application for registration of company establishment shall be collected by the applicant at the company registration authority and filled in as required.
Two, the State Council authorized departments or the people's governments of provinces, autonomous regions and municipalities directly under the central government approval documents, the State Council securities management department approved the establishment of a joint stock limited company;
Third, the minutes of the founding meeting;
4. Articles of association;
According to Article 79 of the Company Law, there are thirteen items to be specified in the articles of association of a joint stock limited company.
Verb (abbreviation of verb) organizes the preparation of the company's financial audit report;
6. A capital verification certificate issued by a legally qualified capital verification institution;
Seven, the sponsor's legal person qualification certificate or natural person identity certificate.
8. The documents indicating the names and residences of the directors, supervisors and managers of the company are their resident identity cards, and a copy of the resident identity card or other legal identification shall be submitted. The directors and supervisors of a joint stock limited company shall be decided by the shareholders' meeting, and shall be signed or sealed by shareholders who meet the statutory voting rights. The manager of the company is appointed by the board of directors, so the letter of appointment of the board of directors should be submitted.
Nine, the legal representative of the company's employment documents and identity certificates;
X. Notice of pre-approval of enterprise name;
1 1. Company domicile certificate;
Twelve, the business scope of a joint stock limited company has items that must be submitted for examination and approval according to laws and administrative regulations, and the approval documents of the relevant state departments shall be submitted.