Registered company processes and materials
I. Conditions for Company Registration
1. There must be a company name, that is, a company name such as XX+ City/+Technology/Consulting+Limited Company/Limited Liability Company, which is the full name of the standard company name.
Three forms of company registered name:
(1)xx city+font size+industry characteristics+organization form;
(2) Brand name +xx city+industry characteristics+organization form;
(3) Brand name+industry characteristics +xx city+organizational form.
2. You must have the company's shareholder ID card (copy is also acceptable);
3. Clarify the company's main business, namely, business scope, registered capital, and contribution ratio of each shareholder;
4. There is a registered address of the company, that is, the lease contract (which needs to be registered and filed by the Housing Authority);
5. If it is not the official office address, it is necessary to apply for a temporary site permit, and the Chamber of Commerce and Industry will send someone to check the fire control: install fire extinguishers and emergency lights (7 working days);
Second, the detailed process of registering a company
1, company name approval, think of no less than five names as a backup, because there are many small and medium-sized enterprises in major industries, as long as things are repeated, they can't get through. After thinking about the company name, the next step is to go to the industrial and commercial bureau to get a form "Application for Pre-approval of Enterprise Name", fill it out and sign it for all shareholders, and then the staff of the industrial and commercial bureau will systematically review whether there are duplicate names. If not, the industrial and commercial bureau will issue the Notice of Pre-approval of Enterprise Name. (3 working days);
2. When a bank opens a temporary account, it goes to major banks to open a temporary account in the name of the company with the legal person, the original shareholder ID card, the notice of pre-approval of the enterprise name, the shareholder seal and the legal person seal, and shareholders can invest their own share capital in it. As it is a subscription system, there is no need to find a firm to verify the capital;
3. Apply for industrial and commercial business license (three certificates in one). The industrial and commercial bureau holds a set of documents and forms for the registration of the establishment of a new company, fills them in as required, and signs them with the shareholders as legal persons. The notice of pre-approval of enterprise name, site lease contract and original ID cards of all shareholders shall be submitted to the Registration Department of the Administration for Industry and Commerce, and the acceptance documents shall be issued after examination. (Received after 7 working days)
4. Engraving, usually official seal, financial seal, legal person seal and invoice seal (even 3 working days).
5. When a temporary household changes to a basic household, it shall bring all complete certificates, the original and photocopy of the business license (three certificates in one), the original ID card of the legal representative, the official seal, the corporate seal and the financial seal. Go to the bank to handle basic deposit account (received within 5 working days).
The registration in this company is basically completed, and all documents include the original and copy of business license (three certificates in one), bank account opening permit, official seal, financial seal, legal person seal and so on.
Third, the company registration materials
1. Application for company establishment registration signed by the legal representative of the company;
2. The certificate of appointed representative or entrusted agent shall be signed by the board of directors;
3. The minutes (submission of offer and establishment) of the shareholders' meeting or the founding meeting signed by the sponsors or the directors present at the meeting are equivalent to the resolutions (establishment) of the shareholders' meeting;
4. Articles of association signed by all promoters or all directors;
5. A copy of the identity document of the natural person;
6. Copies of appointment documents and identity documents of directors, supervisors and managers;
7, the legal representative of the office documents and copies of identity documents;
8. Proof of residence use;
9. Notice of pre-approval of enterprise name.
Conditions for registering a company
There are many conditions for registering a company, including shareholders, supervisors, directors, company name, business scope, registered capital, registered address, articles of association, legal representative, etc.
1, shareholder of the company
The new Company Law of People's Republic of China (PRC) stipulates that a company must have a shareholder (investor) when it is registered. A company established by one shareholder belongs to a one-person limited liability company, or two or more shareholders can invest in a registered company.
2. Supervisor
According to the company's articles of association, when the company is established, it may have a board of supervisors (multiple supervisors are required) or no board of supervisors, but one supervisor is required. One person limited liability company. Shareholders cannot serve as supervisors; Two or more shareholders, one of whom may be a supervisor.
When the company is registered, the original identity certificate of the supervisor shall be submitted.
3. Registered capital of the company
To register a company, you must have registered capital. According to the new regulations, the minimum registered capital of a company is RMB 30,000, and that of a one-person limited liability company is RMB 654.38+10,000.
4. Company name
When registering a company, the company name must be approved first, and multiple company names need to be submitted for name search. The rule of name search for registered companies is that in the same industry, company names cannot have the same name or the same pronunciation. If there are multiple font sizes, you need to open them for name search.
5. Business scope of the company
When you register a company, you must define the business scope, and the business scope in the future cannot exceed the business scope of the company. You can write the business you want to do or may do in the future into your business scope. Business scope 100 words, including punctuation.
6. Registered address of the company
The registered address of the company must be a commercial office address, and a copy of the lease agreement and real estate license is required.
7. Articles of Association
When a company is established, it must submit its articles of association to the administrative department for industry and commerce. The company's articles of association define the company's name, business scope, proportion of shareholders and capital contribution, registered capital, rights and obligations of shareholders, directors and supervisors, etc.
8. Directors
When a company is established, it may have a board of directors (at least three board members) or no board of directors. If there is no board of directors, an executive director is needed. Shareholders may serve as executive directors. The supervisor shall issue the original identity certificate.
9. Financial personnel
When the company conducts tax registration, it needs to submit the information of financial personnel, including a copy of identity certificate, a copy of accounting employment certificate and photos.
10, legal representative of the company
The company needs a legal representative, who can be one of the shareholders or hired. The legal representative of the company shall provide the original identity certificate and photos.
How to inquire about industrial and commercial registration information?
This system is often used for information consultation among enterprises. Generally speaking, the higher the registered capital of an enterprise, the stronger the financial strength of the company will be. For some industries, the depth of registered capital affects the business dealings with this company and determines the degree of risk with this company, which is favored by many companies, so this system will be used more.
Industrial and commercial registration information can be inquired through the national enterprise credit information publicity system, and the specific inquiry steps are as follows:
1, open the computer, log in to the browser, open Baidu, search? National enterprise credit information publicity system? Official website, click Open;
2. After entering the platform, select the area where the enterprise registration authority you inquired is located;
3. After selection, it will jump to the national enterprise credit information publicity system? Where is it? Region (note here which region you will jump to after clicking, so you choose the province that the enterprise needs to query, not the city or county);
4. Fill in the name and verification code of the enterprise to be queried, and then click? Search? ;
5. Then the company name will appear (companies with the same name in different industries will also appear), so you choose the company you want to query. It should be noted here that if there is no company you want to query on the page that appears, click Return in the upper right corner, enter more detailed information, and then search again;
6. Click the name of the company after the search, and the last page will display the company name, registration number, type, legal representative, registered capital, registration date and term, business scope, domicile and registration authority information.
According to the above steps, you can query the basic information of industrial and commercial registration in the national enterprise credit information publicity system, and the basic content is as above.
The way the company repurchases shares.
Explanation of terms: Share repurchase refers to the behavior of a company to buy back its shares issued or circulated externally according to certain procedures. It is a defensive method to change the capital structure by buying back the shares issued by the company on a large scale. Is the target company or its directors and supervisors to buy back the shares of the target company.
According to Article 24 of the Guidelines for the Articles of Association of Listed Companies (revised in 2006), a company can choose one of the following ways to acquire its shares:
(a) the centralized bidding trading mode of the stock exchange;
(2) Method of offer;
(3) Other methods approved by the China Securities Regulatory Commission.
Special requirements for company share repurchase
1. If the company repurchases shares due to the reduction of registered capital, it shall be resolved by the shareholders' meeting and cancelled within 10 days from the date of acquisition.
2. If the company repurchases shares due to merger with other companies holding shares of the company, it shall transfer or cancel the shares within six months after the resolution of the shareholders' meeting.
3. If the company needs to buy back shares to reward employees, it shall be decided by the shareholders' meeting and shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition are paid from the after-tax profits of the company; The acquired shares shall be transferred to the employees within one year.
4. If shareholders buy back shares because they have objections to the resolution of merger or division made by the shareholders' meeting, they shall transfer or cancel them within six months.
There are two basic forms of share repurchase;
First, the target company will distribute available cash or provident fund to shareholders in exchange for the shares held by the latter;
Second, by selling bonds, the company repurchased its own shares with the funds raised.
The stock repurchased by the company is called accounting? Inventory? Inventory? . Once the company buys back a large number of shares, the result will inevitably be a decrease in the number of shares circulating outside. Assuming that the repurchase does not affect the company's earnings, the earnings per share of the remaining stocks will rise, so the price per stock market will also rise. If the target company proposes to buy its shares at a higher price than the acquirer, the acquirer should also raise the purchase price, so the acquisition plan needs more financial support, which leads to its difficulties. To implement share repurchase, we must consider the attitude of local company law to repurchase. Companies in many States in the United States believe that it is illegal to acquire shares in their own enterprises just to maintain the control of the current management. However, if it is to maintain the current business policy of the enterprise and compete for control rights, in essence, it is to safeguard the interests of the company, then repurchase is allowed. China's "Company Law" expressly prohibits companies from purchasing shares of the company, except when the shares are cancelled or merged with other companies holding shares of the company in order to reduce the company's capital.
The purpose of share repurchase
From the practice and theory of our country, companies have different intentions to buy back issued or circulated shares, which can be divided into the following situations:
Reduction of state-owned shares
This is mainly from the perspective of listed companies. From the existing practice, there are four ways to reduce state-owned shares: state-owned share repurchase, state-owned share placement, additional issuance and agreement transfer. Considering the market pricing advantage of state-owned share repurchase, the impact on the securities market is small, and the reduction of company shares can improve the profit per share and thus the return on net assets, share repurchase has become a very important way to reduce state-owned shares. In June 2000, 5438+065438+ 10, Yuntianhua shares repurchased cash assets at a price of 2.83 yuan per share, and agreed to repurchase 200 million shares of Yuntianhua state-owned legal person shares held by Yuntianhua Group Co., Ltd., the largest shareholder of the company, and cancel them. After the repurchase, the proportion of state-owned shares decreased from 82.40% to 72.84%. From June 5438 to February 2000, Changchun High-tech Co., Ltd. agreed to repurchase and cancel its national shareholders at the repurchase price of 3.44 yuan per share based on the audited net assets of 3.40 yuan per share on February 3, 2000, taking into account the company's operating income from the beginning of the year to before the repurchase. After the repurchase of 70 million state shares by Changchun High-tech Industry Development Corporation, the proportion of state shares in the company's total share capital decreased from 57.36% to 34.63%.
Means of reducing capital
This usually happens when the company's business policy and market demand have changed greatly. In order to make the business scale commensurate with the capital and reduce the pressure of dividend distribution, the company can buy back the issued or circulated shares and cancel them. Paragraph 1 2 of Article 149 of China's Company Law stipulates that a company may not purchase its shares, except that it cancels its shares or merges with other companies holding its shares in order to reduce capital. After the company purchases its shares in accordance with the provisions of the preceding paragraph, it must cancel its shares within 10 days, go through the registration of change in accordance with laws and administrative regulations, and make an announcement. ?
Effective scheduling method
If a listed company has extra funds and no good investment opportunities, it can consider using the extra funds to buy back its own shares as treasury shares. In this way, we can not only reduce the distribution of dividends, but also throw them out (or reissue and issue them, etc.). When the company's share price rises and the company lacks funds, it can achieve the purpose of effective financing and scheduling financial revenue and expenditure. From the company law and other laws and regulations, treasury shares are not allowed in China (but from the practice of listed companies, some companies or senior managers buy their own shares from the market, forming management shareholding or stock incentives, which has constituted substantial treasury shares).
Means of employee motivation
With the continuous improvement and development of stock option incentives, management and employee stock ownership plans, listed companies can also buy back some shares as incentives to solve the employee incentive problem. Moreover, as far as the actual situation in China is concerned, share repurchase can be completed by combining the reduction of state-owned shares and employee incentives, which is of great significance to the perfection and rationality of corporate governance structure and can be described as killing two birds with one stone. The specific method is that the major shareholder of a listed company transfers the state-owned legal person shares to the employee stock ownership organization of the company, and the employees hold the shares of the listed company through the employee stock ownership organization. In practice, Xintian International transferred 27 million shares (accounting for 65,438+04.92% of the total share capital) of the 9,654.38+0,000 shares of the company's controlling shareholder to the employee-owned organization of the company, and the transfer price was tentatively set at 3.465,438+0 yuan/share (higher than the company's net assets per share of 3.26 yuan).
The above is the registration process of Shenyang Company 20 16 provided by Bian Xiao. I hope you like it!
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