General process of registering a company
1. Signature: Go to the Industrial and Commercial Bureau to get one? Application form for pre-approval of enterprise name? Fill in the name of the company you want, and the industrial and commercial bureau will search online (the intranet of the industrial and commercial bureau) to see if there is a duplicate name. If there is no duplicate name, you can use this name and send a copy? Notice of pre-approval of enterprise name? .
2. Rent a house: rent an office in a special office building. After renting a house, a rental contract should be signed and filed with the Housing Authority.
3. write? Charter? The articles of association need to be signed by all shareholders.
4. Carve a private seal: (All shareholders) carve a private seal at the place where the seal is engraved on the street and tell them to carve a corporate seal (square).
5. Take it from an accounting firm? Bank confirmation letter? Contact the accounting firm to get one? Bank confirmation letter? (It must be the original, and the accounting firm should be stamped with a fresh seal).
6. Registered company:
Obtain various forms of company establishment registration from the Industrial and Commercial Bureau, including the application form for establishment registration, the register of shareholders (promoters), the registration form of directors, managers, supervisors, legal representatives, designated representatives or entrusted agents, etc. Fill it out and submit it to the Industrial and Commercial Bureau together with a copy of the Notice of Name Approval, Articles of Association, Rental Contract and Property Ownership Certificate. It takes about 15 working days to get the license.
7. With the business license, engrave the official seal and financial seal at the engraving company designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.
8. Handling the enterprise organization code certificate: It takes 3 working days to handle the organization code certificate with the business license to the Technical Supervision Bureau.
9. Tax registration+enterprise organization code certificate:
Now the three certificates are integrated.
10, go to the bank to open basic deposit account:
With the original business license, organization code certificate, national tax and local tax, go to the bank to open basic deposit account.
1 1. Apply for an invoice: If your company sells goods, you should apply for an invoice in the national tax; If it is a service company, it should handle the invoice in the local tax.
Matters needing attention in drafting articles of association
(a) in accordance with the law.
After the articles of association are adopted by the shareholders' meeting, the shareholders sign or seal the articles of association, and then apply to the administrative department for industry and commerce for registration of establishment. The amendment of the Articles of Association shall follow the following procedures: firstly, the board of directors shall put forward a proposal to amend the Articles of Association and put forward a draft amendment to the Articles of Association; Secondly, notify other shareholders of the proposal to amend the articles of association; Third, the shareholders' meeting will vote on the amendments to the articles of association.
A resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights, and a resolution shall be made by the shareholders' meeting. After the shareholders' meeting makes a resolution to amend the Articles of Association, the company shall apply to the administrative department for industry and commerce for registration of change.
(2) Drafting around corporate governance.
The corporate governance model of China's limited companies is mostly composed of shareholders' meeting, board of directors and board of supervisors. The shareholders' meeting is the authority of the company, the board of directors is the executive body of the company, and the board of supervisors is the supervisory body of the company. In the process of formulating and amending the articles of association, we should organically combine the three institutions with corporate governance to maximize the effect. How to achieve organic integration, we should pay attention to the following issues:
Clear and detailed rules of procedure for the shareholders' meeting should be stipulated, so that a series of issues such as the convening, voting, formulation and adoption of resolutions of the shareholders' meeting can be followed. At the same time, the rights and obligations of shareholders and shareholders' meetings should be detailed and operable.
The operation of board of directors should be standardized. To standardize the operation of the board of directors, we must first clarify the scope of power of the board of directors, especially the distribution of power between the board of directors and the shareholders' meeting; Second, it is necessary to standardize the appointment and removal rules of directors, establish standardized qualifications for directors, recommendation and evaluation of candidates, election and recall of shareholders' meetings, and make it clear that directors can only be natural persons with full capacity; Third, it is necessary to establish and improve the rules of procedure of the board of directors, including making clear and specific provisions on the convening, notification, effective attendance, topic preparation, voting method, effectiveness, agency, recording and information disclosure of board meetings; Fourth, it is necessary to emphasize the diligence obligation of directors, requiring directors not only to abide by laws, regulations and articles of association, but also to emphasize their loyalty and diligence obligations, and prohibit directors from exceeding their functions and powers, encroaching on company property, misappropriating company funds, and using their positions to harm company interests.
We should give full play to the role of the board of supervisors. It is necessary not only to clarify the rights and obligations of the board of supervisors, but also to improve the composition and rules of procedure of the board of supervisors. More importantly, it is necessary to clarify the way and guarantee for the board of supervisors to exercise their functions and powers, so that the board of supervisors can really play a supervisory role.
(3) Perfecting the contents of the Articles of Association as far as possible.
Because the legal provisions are often too principled and lack maneuverability in practical application, the problem to be solved in the articles of association itself is to refine these principled provisions and make them operable. Therefore, the formulation of a standardized and scientific articles of association will make the company and shareholders have rules to follow and avoid disputes between shareholders. Shareholders and promoters of a company must be considerate and clear when formulating the articles of association, so as to avoid ambiguity.
A legal record must be specified. The first ten items stipulated in Article 25 of China's Company Law are the necessary conditions for the establishment and operation of a company. Omitting any item will invalidate the articles of association and make it impossible for the company to register.
Therefore, when formulating the articles of association of a limited liability company, special attention should be paid to covering all the necessary provisions in the articles of association. In addition, the provisions of these necessary records must be legal, true and clear, and the contents must not violate the provisions of the Company Law and other laws and regulations.
Any recorded item must be reasonable and legal. The articles of association are agreements between shareholders. As long as the meaning is true and does not violate the mandatory provisions of the law, it is legal and effective.
Therefore, the articles of association should fully consider the company's own situation, make clear and detailed provisions on the situations that can be considered and are prone to disputes, and refine and supplement the contents that are not stipulated by law or are not specific enough.
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Internal governance structure of one-person limited liability company
Corporate governance, that is, the organizational structure of the company, enables the company to independently engage in market trading activities according to its own wishes and realize self-management. The traditional corporate governance structure is based on the fact that the company has multiple shareholders. The internal organization of the company is relatively complete, and the three companies perform their respective duties, which can effectively play their respective roles and supervise and restrict each other. The following is a detailed introduction of the editor of Legal Express in this article.
The structural system of shareholders' meeting, board of directors and board of supervisors is established on the basis of long-term practice and exploration, in accordance with the principles of capital equality, equal shares and rights, efficiency priority, fairness and justice, clear rights and responsibilities and mutual checks and balances.
By dividing the company's power into three organizations within the company, the power organizations can balance each other, thus ensuring the benign operation of the company, and at the same time making maximum use of the power of the system to limit the abuse of power by company managers. However, compared with ordinary limited liability companies, one-man limited liability company has its own particularity, that is, the company has only one shareholder, and the sole shareholder of one-man limited liability company directly leads to the monopoly of company decision-making, which may lead to the abuse of decision-making power by shareholders and unscientific decision-making.
(A) the establishment of the board of supervisors
Due to the uniqueness of shareholders, a single shareholder in a one-person limited liability company is both a shareholder and a director, and the decision-making power and executive power are integrated, so it is difficult for supervisors within the company to effectively perform their supervisory duties, which may easily lead shareholders to abuse the independent personality of the company. Therefore, it is necessary to set up a board of supervisors in a one-person limited liability company to truly form a supervisory force that can compete with the shareholders' power within the company. In order to enable the board of supervisors to effectively perform their supervisory duties, it is necessary to restrict the members of the board of supervisors.
First of all, the shareholders of the company shall not be elected as members of the board of supervisors, and shall not interfere with the exercise of supervision by the board of supervisors.
Secondly, employees are an important part of the company, and the development of the company is closely related to each of them. Therefore, employees must be allowed to join the board of supervisors, and the proportion of employees in the board of supervisors must be appropriately increased, which can be set at not less than one-third of the total number of employees in the company, so as to improve the enthusiasm of employees to participate in company management and form effective supervision over shareholders of the company.
Thirdly, the introduction of independent supervisor system can entrust a third party who has no interest in the company and shareholders and has relevant professional knowledge to ensure that relevant work can be completed. The remuneration of independent supervisors can be distributed by entrusting relevant accounting firms or law firms, and it shows that the company shall not terminate the status of independent supervisors without reason, so as to ensure that independent supervisors can exercise their supervisory power independently and avoid the interference of shareholders.
Finally, by introducing the floating supervisor system, one-person limited liability company is more vulnerable to damage due to its own particularity. The development of one-person limited liability company is directly related to whether its creditor's rights can be realized, so creditors will certainly supervise the operation of the company more seriously. When the company is found to have behaviors that endanger the realization of its creditor's rights, creditors can take up legal weapons in time to defend their legitimate rights and interests, which is conducive to protecting the interests of creditors. Therefore, there should be an appropriate proportion of creditor representatives in the board of supervisors of a one-person limited liability company to better protect the interests of creditors.
(B) the establishment of shareholders' personal property registration system
Article 59 of the Company Law stipulates that a one-person limited liability company shall indicate the sole proprietorship of a natural person or legal person in the company registration and indicate it in the company business license. ? This regulation can only show the identity of the company's investment subject, but it can't really prevent the company's shareholders' property and the company's advance. In order to avoid the abuse of power by shareholders and safeguard the interests of creditors, the personal property of shareholders in a one-person limited liability company is registered and updated in time after the company distributes profits every year to prevent the personal property of shareholders from being confused with the company's property.
At the same time, in order to protect shareholders' privacy, we must strictly limit the scope of disclosure of shareholders' personal property information. Only for specific groups (such as corporate counterparties, creditors, etc.). ) You can inquire about shareholders' personal property information through legal procedures such as application to the Industrial and Commercial Bureau and litigation procedures. The design of this information disclosure system is helpful to urge shareholders with the help of external supervision forces, mainly courts and arbitration committees, to prevent them from confusing personal assets with company assets and protect the interests of creditors.
(3) Establish a capital reserve system.
Hotchpot is the most commonly used method for one-person limited liability company to damage creditors. It transfers the company's property to the personal property of shareholders, so that one-person limited liability company does not have enough property to pay off creditors, thus damaging the interests of creditors.
The Company Law of 2004 stipulates that the minimum registered capital of a one-person limited liability company is 654.38 million yuan. The purpose is to protect the possibility of creditor's right realization as much as possible by setting the minimum registered capital. However, in practice, cases of creditors' interests being damaged due to poor operability are common.
The company law of 20 14 even cancels the requirement of minimum registered capital and is open to some people? A leather bag company? Opening the door to convenience increases the risk of creditors realizing bonds. To some extent, the one-person limited liability company system meets the needs of individual investors to undertake limited liability to reduce investment risks, attracts more funds to enter the investment market and promotes the development of market economy. However, due to the particularity of the internal governance structure of one-person limited liability company, the shareholders of the company often become the biggest beneficiaries, while the counterparties and creditors of the company are often not guaranteed.
When a one-person limited liability company is in good operating condition, it is easy for a single shareholder to convert the company's property into shareholders' personal property through dividends or remuneration. However, once the company's operating condition deteriorates or faces bankruptcy liquidation, shareholders only need to bear limited liability to the extent of their capital contribution, and all losses caused by the company's bankruptcy shall be borne by creditors.
The above is the new flow chart of 20 16 Chongqing company registration provided by Bian Xiao. I hope I can help you.
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