(1) Substantive elements
According to the Company Law of People's Republic of China (PRC), the basic elements of a company include the following aspects:
1. Organizational requirements: company category, company name, domicile, business scope and organization.
2. Elements of the founder:
(1) The founder of the company can be a natural person or a legal person.
But a natural person must be a person with full capacity. A legal person must be a social organization with legal personality. Shareholders of an unlimited liability company with unlimited joint and several liability, or partners of a partnership and other social organizations without legal capacity may not act as promoters of the company in the name of a group.
(2) Requirements for the number of founders: The number of founders in the early days of a company varies from law to law.
According to the Company Law of People's Republic of China (PRC), a limited liability company is established by more than two shareholders and less than 50 shareholders.
A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders.
The sole shareholder of a wholly state-owned company is a government agency that invests according to the authorization of the state or a company with government functions.
To establish a joint stock limited company, there should be more than five promoters, more than half of whom must have domicile in China.
When a state-owned enterprise is transformed into a joint stock limited company, there may be less than five people, but it shall be established by way of offering.
(3) Capital contribution requirements of sponsors. In countries that implement the authorized capital system, there are no clear and strict legal provisions on the capital contribution requirements of promoters. However, China is a country that implements the principle of determining capital contribution, and there are strict and detailed regulations on the capital contribution requirements of promoters.
(4) The establishment of behavioral elements.
(2) Procedural requirements
The procedural requirements for the establishment of a company include application for registration of establishment, examination of relevant registration authorities, licensing registration and other procedures. The company registration authority in China is the administrative department for industry and commerce. The principle of hierarchical jurisdiction is applied in company registration.
1. Application for establishment registration. According to the provisions of Article 27 and Article 82 of the Company Law of People's Republic of China (PRC), the establishment of a limited liability company or a joint stock limited company shall apply to the relevant registration authority for registration of establishment within 30 days after all shareholders of the company contribute, and submit the documents required for the establishment of the company.
2. The registration authority shall examine and issue a registration license. The registration authority examines the applicant's application for establishment registration and the documents submitted, and collects the company's establishment registration fee. Upon examination, if it meets the requirements stipulated in the Company Law of People's Republic of China (PRC), it shall be established and registered, and a business license shall be issued. The company shall be established as of the date when the business license is issued.