Step 1: The Industrial and Commercial Bureau approves the company name.
Step 2: Pay the registered capital of the company.
Step 3: The accounting firm issues a capital verification report.
Step 4: The Industrial and Commercial Bureau handles the business license.
Step 5, the Public Security Bureau handles the filing application for engraving the official seal.
Step 6: The Public Security Bureau appoints an engraving company to engrave the seal.
Step 7: The Bureau of Quality and Technical Supervision handles the organization code certificate.
Step 8: The State Taxation Bureau and the Local Taxation Bureau apply for tax registration certificates.
Step 9: The bank opens a basic company account and applies for a bank account opening license.
Step 10: Allocate capital
The establishment of a limited liability company generally goes through the following steps:
Step 1: After consultation, obtain and fill in the Application for Pre-approval (Change) of Name, and prepare relevant materials;
Step 2: Submit the name pre-approval (change) application and related materials, and wait for the name approval result;
Step 3: Get the Notice of Pre-approval of Enterprise Name and the Application for Registration of Enterprise Establishment and other related forms; If the business scope involves pre-licensing, the relevant examination and approval procedures shall be handled; Open a special account for capital contribution in the capital contribution bank confirmed by the Industrial and Commercial Bureau; Go through the formalities of capital contribution, and go through the formalities of capital verification in a statutory capital verification institution (in case of non-monetary capital contribution, you should also go through the formalities of asset appraisal and property transfer);
Step 4: Submit the application materials. The materials are complete and conform to the statutory form, waiting for the notice of approval of establishment registration;
Step 5: After receiving the Notice of Approval of Establishment Registration, pay the fee at the Industrial and Commercial Bureau and obtain the business license according to the date specified in the Notice of Approval of Establishment Registration.
Please refer to "One-time Notice ①-How to Pre-register Names" for name pre-registration.
Documents and certificates to be submitted when applying for registration of a limited liability company.
(1) Documents and certificates to be submitted for the registration of the establishment of a limited liability company:
1. Application form for enterprise establishment registration (including application form for enterprise establishment registration, list of unit investors (unit shareholders and promoters), list of natural person shareholders (promoters), list of investors of sole proprietorship enterprise and partners of partnership enterprise, payment of registered capital (registered capital and contribution) of investors, and registration form of legal representative.
2. Articles of Association (submitted in hard copy, please sign by all shareholders; Corporate shareholders, need to build the official seal of the legal entity);
3. A capital verification report issued by a statutory capital verification institution;
4. Notice of pre-approval of enterprise name and list of investors whose names are pre-approved;
5. Shareholder qualification certificate;
6. Letter of appointment (power of attorney);
7 enterprise secretary (contact) registration form;
8. If the business scope involves pre-licensed projects, the approval documents of relevant examination and approval departments shall be submitted.
Note: Enterprises registered in Zhongguancun Science Park need to submit a letter of commitment if their business projects are not specifically approved.
In addition to the above-mentioned necessary documents, a printed register of shareholders and a list of directors, managers and supervisors consistent with the shareholders' names, investment time, investment methods and investment amount stipulated in the Articles of Association shall also be submitted.
(two) the documents and certificates that should be submitted for the change of registration of a limited liability company:
1. Application form for registration of enterprise change (restructuring) (including application form for registration of enterprise change (restructuring), change of list of unit investors (unit shareholders and promoters), change of list of natural person shareholders (promoters), investors of sole proprietorship enterprises and partners of partnership enterprises, and change of registered capital of investors (please fill in corresponding contents according to different changes in registered capital of investors);
2. Letter of appointment (power of attorney);
3. The original and photocopy of the Business License of Enterprise as a Legal Person;
4. To change the following items, the following documents and certificates need to be submitted:
Name change: (1) notice of pre-approval of enterprise name change and list of investors whose names are pre-approved; (Please refer to "One-time Notice ①-How to Pre-register Name" for the pre-approval registration of name change); (2) The resolution of the shareholders' meeting or the shareholders' decision of a one-person limited liability company.
Change of domicile: resolution of shareholders' meeting or decision of shareholders of a one-person limited liability company.
Change of legal representative: decisions made by shareholders' meeting or shareholders of a one-person limited liability company according to the articles of association or resolutions of the board of directors.
Increase of registered capital: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) If the capital is increased in cash, a capital verification report issued by a statutory capital verification institution shall be submitted; (3) If the capital is increased in a non-monetary way, an evaluation report (the confirmation document of the state-owned assets management department shall be submitted if it involves the evaluation of state-owned assets) and a report of the statutory capital verification institution to verify the evaluation results and handle the formalities of property right transfer shall also be submitted.
note:
In the modified registered capital, the monetary part shall not be less than 30% of the total amount, but it is not required that the monetary part of the increased registered capital shall not be less than 30%.
After the registered capital is paid in full, if the company applies for increasing the registered capital, the increased registered capital can be paid in installments in accordance with the relevant provisions on capital contribution at the time of establishment, and at the time of registration of change, no less than 20% of the capital contribution shall be paid, and the rest shall be paid in full within 2 years from the date of approval of registration of change. (The investment enterprise shall not exceed 5 years from the date of approval of change registration).
If the registered capital is not fully paid but paid on schedule, the capital contribution of not less than 20% of the capital increase shall be paid at the time of change registration, and the original capital contribution may be paid according to the revised articles of association. The remaining capital contribution time shall not exceed 2 years from the date of establishment of the enterprise (the investment enterprise shall not exceed 5 years from the date of establishment).
Where the registered capital is increased by the capital reserve fund and undistributed profit (after tax) included in the equity premium, a capital verification report issued by an accounting firm shall be submitted. Where the statutory common reserve fund of the company is converted into registered capital, the capital verification certificate shall state that the retained common reserve fund shall not be less than 25% of the registered capital of the company before the conversion.
Where the shareholder has contributed more than 6,543,800 yuan (inclusive) with technical achievements, the appraisal institution shall attach the reference opinions signed by relevant experts or the appraisal opinions issued by the government department in charge of science and technology or relevant scientific research institutions in the appraisal report.
Reduction of registered capital: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) Publish the sample of the capital reduction announcement in the newspaper (your application for capital reduction will not be accepted until 45 days after the announcement); (3) An explanation of the company's debt settlement or guarantee; (4) capital verification report.
Change of paid-in capital: capital verification report (in case of non-monetary investment, an evaluation report shall also be submitted; Involving the evaluation of state-owned assets, it shall submit the confirmation documents of the state-owned assets management department, and clearly explain the verification of the evaluation results and the transfer procedures of property rights in the capital verification report).
Where the shareholder has contributed more than 6,543,800 yuan (inclusive) with technical achievements, the appraisal institution shall attach the reference opinions signed by relevant experts or the appraisal opinions issued by the government department in charge of science and technology or relevant scientific research institutions in the appraisal report.
Change of investment mode: (1) resolution of shareholders' meeting; (2) If the non-monetary capital contribution is changed into monetary capital contribution, a capital verification report issued by a statutory capital verification institution shall be submitted; Where the monetary contribution is changed to non-monetary contribution or the non-monetary contribution is changed to other non-monetary contributions, an evaluation report of all non-monetary contributions (the confirmation document of the state-owned assets management department shall be submitted for the evaluation of state-owned assets) and a report of the statutory capital verification institution to verify the evaluation results and handle the formalities of property right transfer shall be submitted.
Note: Non-monetary contributions that have gone through the formalities of property transfer shall not be changed.
Change of investment time: resolution of shareholders' meeting.
Transfer of equity by shareholders: (1) Resolution of shareholders' meeting (resolution is not required for transfer of all or part of equity between shareholders); (2) Equity transfer agreement; (three) involving the transfer of state-owned property rights in this Municipality, submit the property rights transaction certificate issued by Beijing Property Rights Exchange Co., Ltd.; Involving the transfer of state-owned property rights of central enterprises, it shall submit the Certificate of Property Rights Transaction issued by the pilot institution of state-owned property rights transaction of central enterprises; Involving the transfer of state-owned property rights in different places, according to the relevant provisions of the local government's state-owned property rights, submit the delivery documents of property rights transfer issued by the prescribed property rights trading institutions or the approval documents of property rights transfer issued by the state-owned assets management department; (4) In case of change of shareholders, the qualification certificate of the new shareholders shall be submitted.
Change of business scope: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (two) the new business project involves pre-licensing, and the approval documents of the relevant examination and approval departments shall be submitted;
(three) the enterprise registered in Zhongguancun Science Park, without specific approval of its business projects, shall submit a letter of commitment.
Change of shareholder name: (1) resolution or decision of the shareholders' meeting of a one-person limited liability company; (2) Certificate of shareholder's name change (corporate shareholders's name change, certificate of name change issued by the shareholder registration authority; If the name of a natural person shareholder changes, a certificate shall be issued by the public security department where the registered permanent residence is located); (3) the altered shareholder qualification certificate.
Change of business term: one-person limited liability company's shareholders' meeting resolution or shareholders' decision.
Change of registration authority due to capital increase or relocation of residence across registered jurisdictions:
Step 1: The applicant submits the change materials to the registration authority of the place of immigration, and the registration authority of the place of immigration will issue the Notice of Acceptance and the Notice of Enterprise Migration after accepting it;
Step 2, the enterprise submits the Notice of Enterprise Migration to the emigration registration authority, and the emigration registration authority issues the Notice of Enterprise Migration Approval to the emigration enterprise; The file management department of the emigration place sends the registered files to the file management department of the emigration place by registered mail;
Step 3: The registration authority at the place of immigration will notify the enterprise to obtain a new business license by telephone with the Notice of Acceptance and the Notice of Permission to Move Out (or go through verification procedures).
Note: If the company's change of registration matters involves the revision of the articles of association, it shall submit the revised articles of association or the amendment of the articles of association signed by the legal representative of the company and stamped with the official seal of the company.
Where the name, time, mode and amount of contribution of shareholders and directors, managers and supervisors are changed, a printed register of shareholders and a register of directors, managers and supervisors shall also be submitted.
Where it is necessary to change the license documents before changing the registered items according to laws, administrative regulations and the State Council decisions, the changed license documents shall be submitted at the time of changing the registration.
(3) The documents and certificates that a limited liability company shall submit when applying for filing:
1, apply for enterprise change (restructuring) registration (filing);
2. Letter of appointment (power of attorney);
3. According to different filing matters, the following documents and certificates need to be submitted:
Amendment to the Articles of Association: (1) the amendment to the Articles of Association signed by the legal representative of the company and stamped with the official seal of the company or the revised Articles of Association; (2) The resolution of the shareholders' meeting or the decision of the shareholders of a one-person limited liability company; (3) A copy of the business license stamped with the official seal of the company.
Change of directors (including vice-chairman), managers and supervisors: (1) Fill in the employment certificates of directors, managers and supervisors in the application for registration (filing) of enterprise change (restructuring); (2) Resolutions of the shareholders' meeting, shareholders' resolutions of a one-person limited liability company or resolutions of the board of directors; (3) A copy of the business license stamped with the official seal of the company.
If a branch has been established: (1) A copy of the business license stamped with the official seal of the branch; (2) A copy of the Business License of Enterprise as a Legal Person stamped with the official seal of the company.
Where the name of the branch is changed: (1) a copy of the business license stamped with the official seal of the branch; (2) A certificate of name change issued by the branch registration authority; (3) A copy of the Business License of Enterprise as a Legal Person with the official seal of the company.
If the branch has been cancelled: (1) cancellation certificate issued by the branch registration authority; (2) A copy of the Business License of Enterprise as a Legal Person stamped with the official seal of the company.
Filing of the liquidation group of the company: (1) the resolution of the shareholders' meeting or the decision of the shareholders of a one-person limited liability company on the establishment of the liquidation group; (2) A copy of the business license stamped with the official seal of the company.
The following two items are limited to limited companies registered before 65438+February 3, 20051:
Handling the transfer of non-monetary property: (1) Special audit report issued by statutory audit institutions. (2) The original and duplicate of the business license of the enterprise as a legal person.
Contents marked after applying for deletion of business scope: (1) copy of approval documents or certificates of relevant special examination and approval departments; (2) The original and duplicate of the business license of the enterprise as a legal person.
(five) other documents and certificates that should be submitted at the time of registration:
Application for reissue of license due to loss or damage of license: 1, power of attorney (entrustment); 2. Information signed by all shareholders; 3. Reports on the loss of the license published in the publicly issued newspapers; 4. Application form for renewal, increase (decrease) and replacement of business license.
Copy of application for additional license: 1, power of attorney (entrustment); 2. Application form for renewal, increase (decrease) and replacement of business license; 3. A copy of the original business license of the enterprise as a legal person.