The specific process of company establishment 1. Select form:
An ordinary limited liability company needs 2 or more shareholders with a minimum registered capital of 30,000 yuan. 65438+June 2006+10/October, the new company law stipulates that 1 shareholders are allowed to register a limited liability company. This special limited liability company is also called. One-person limited liability company? (but not in the company name? Are you alone? Words, which will be indicated on the license? Natural person sole proprietorship? ), with a minimum registered capital of 654.38 million yuan.
If you invest and start a business in partnership with friends and relatives, you can choose an ordinary limited company with a minimum registered capital of 30,000 yuan; If it is the sole shareholder, choose a one-person limited liability company with a minimum registered capital of 65,438+10,000 yuan.
Second, the steps of registering a company:
1. Nuclear name:
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? . This step charges 30 yuan.
30 yuan can help you find five names, many of which are repeated, so you don't have to try common names to avoid wasting money.
2. Rent a house:
Rent an office in a special office building. If you have your own factory or office, some places are not allowed to work in residential buildings.
After renting a house, you should sign a rental contract and ask the landlord to provide a copy of the real estate license.
After signing the rental contract, you have to go to the tax bureau to buy stamp duty, and the tax rate is one thousandth of the annual rent. For example, if your annual rent is 65,438+00,000 yuan, you need to buy stamp duty of 65,438+00 yuan and post it on the front page of the rental contract. Any place that needs to use the rental contract in the future needs a copy of the contract with stamp duty.
3. write? Charter? ：
Can be downloaded from the website of the industrial and commercial bureau? Charter? Sample, just modify it. The Articles of Association shall be finally signed by all shareholders.
4. Carving private seals:
Go to the place where the seal is engraved on the street and carve a private seal. Tell them about carving a corporate seal (square). The cost is around 20 yuan.
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). If you are not clear, you can look at the classified advertisements in the newspaper. There are many advertisements in accounting firms.
6. Go to the bank to open a company capital verification account:
All shareholders bring their own shares to the bank, their articles of association, the name verification notice issued by the Industrial and Commercial Bureau, the personal seal of the legal representative, the ID card, the money for capital verification and the blank inquiry letter form to the bank to open a company account. You have to tell the bank that it is a capital verification account. After opening a company account, each shareholder will deposit the corresponding money into the company account according to his own capital contribution.
The bank will issue a payment slip to each shareholder and stamp the bank seal on the confirmation letter.
Note: According to the Company Law, when registering a company, investors (shareholders) must make full contributions, which can be in the form of loans (namely RMB), physical objects (such as automobiles), real estate and intellectual property rights. All you do in the bank is make a monetary contribution. If you have physical objects, real estate, etc. As a capital contribution, you need to go to an accounting firm to evaluate their value first, and then contribute with their actual value, which is more troublesome. So I suggest you take money directly to make a contribution. No matter what means you use to get the money, whether you borrow it or not, you only need to pay the capital contribution in full.
7. Processing the capital verification report:
Take the shareholder's payment form issued by the bank, the inquiry letter sealed by the bank, the company's articles of association, the notice of name verification, the rental contract and the copy of the real estate license, and go to the accounting firm to handle the capital verification report. The general expenses are around 500 yuan (the registered capital is less than 500,000 yuan).
8. 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 the Notice of Name Approval, Articles of Association, Rental Contract, Copy of Property Ownership Certificate and Capital Verification Report. You can get the license in about three working days.
The cost is around 300 yuan.
9. With the business license, engrave the official seal and financial seal at the engraving institution designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.
10. Handling enterprise organization code certificate:
With the business license, go to the Technical Supervision Bureau to apply for the organization code certificate, and the fee is 80 yuan. It will take half a month to get this certificate. The technical supervision bureau will first issue a certificate of the pre-acceptance code. With this document, you can go through the tax registration certificate and basic bank account opening procedures.
1 1. Go to the bank to open a basic deposit account:
With business license and organization code certificate, go to the bank to open basic deposit account. It is best to do it in the same branch of the bank that did the capital verification at the beginning, otherwise a capital verification account fee of 100 yuan will be charged.
Opening a basic deposit account requires a lot of forms. You'd better take everything you can, or you'll have to make many trips, including the original business license, ID card, organization code certificate, public property stamp and legal person stamp.
When you open basic deposit account, you need to buy a cipher (since the second half of 2005, most banks have this requirement), and the cipher needs 280 yuan. In the future, your company will need to use a cipher to generate passwords when writing checks and withdrawing money.
12. tax registration:
After receiving the license, you should go to the local tax bureau for tax registration certificate within 30 days. General companies need to apply for two kinds of tax registration certificates, national tax and local tax. 40 yuan 80 yuan.
When handling the tax registration certificate, you must have an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card. You can hire a part-time accountant first. The salary of a part-time accountant just hired by a small company is generally enough in 200 yuan.
13. Apply for purchase invoice:
If your company sells goods, you should apply for an invoice in the national tax, and if it is a service company, you should apply for an invoice in the local tax.
Finally, it opened. Pay attention to tax returns on time every month. Even if you don't need to pay taxes if you don't start business, you should declare it at zero, otherwise you will be fined.
Companies set up qualified ownership enterprises.
According to the Law on Industrial Enterprises Owned by the Whole People, the establishment of enterprises owned by the whole people must meet the following seven conditions.
1. Products are needed by society.
It means that the products produced by enterprises owned by the whole people must meet people's material and spiritual needs. In order to meet this demand, the products provided by enterprises must meet the requirements of national quality standards, and they cannot provide fake and shoddy products, causing property losses to others; At the same time, for enterprises, only when the products meet people's needs can they be sold, the labor value provided by enterprises can be realized, and enterprises can survive and develop.
2 have the necessary energy, raw materials and transportation conditions.
Application form for company establishment
Energy, raw materials and transportation are indispensable conditions for industrial enterprises to engage in production and business activities. Without these conditions, enterprises cannot engage in production and business activities.
3. Have its own name and production and business premises.
The name is the symbol of the enterprise. The name of an enterprise can show the nature and appearance of the enterprise and help protect the legitimate rights and interests of the enterprise. China has specially formulated the Regulations on the Administration of Enterprise Name Registration. The place of production and business operation includes the residence of the enterprise and the place suitable for production and business operation. The domicile is the location of the main office of the enterprise and the legal address of the enterprise. Enterprises engaged in production and business activities must be carried out within a certain space. Without a place, the production and business activities of an enterprise cannot be carried out.
4. There are funds that meet the requirements of the state.
Capital is a necessary condition for the survival of enterprises. Having funds that meet the requirements of the state includes three meanings: first, enterprises must have funds; Second, these sources of funds must be legal; Third, the funds needed to start a business must reach the minimum amount stipulated by the state.
5. Have your own organization.
The organizational structure of an enterprise refers to the legal person organization of the enterprise, which undertakes various affairs on behalf of the enterprise externally and implements management activities internally. Without organization, enterprises cannot engage in production and business activities. Industrial enterprises owned by the whole people implement the factory director (manager) responsibility system. The factory director is the legal representative of the enterprise. There are some functional organizations in the enterprise, such as finance department, production department, personnel department and workers' congress.
6. Have a clear business scope.
Business scope is the definition of the content of production and business activities that an enterprise should engage in. A clear business scope also limits the content of the enterprise's production and business activities. The state regards the business scope as a prerequisite for the establishment of enterprises, which is the need of state management, as well as the need to clarify the rights and obligations of enterprises and ensure the legitimate operation of enterprises.
7. Other conditions stipulated by laws and regulations.
Mainly refers to some special requirements, such as environmental protection, urban and rural construction master plan, etc.
limited liability company
According to the Company Law, the establishment of a limited liability company shall meet the following five conditions:
1. Shareholders meet the quorum.
The quorum for the establishment of a limited liability company is divided into two situations: First, under normal circumstances, the quorum must be less than 50 shareholders. Second, under special circumstances, state-authorized investment institutions or state-authorized departments can set up wholly state-owned limited liability companies separately.
2. Shareholders' capital contribution reaches the statutory minimum capital.
Legal capital refers to the amount of capital paid by the company when it is registered with the company registration authority, that is, the capital confirmed by legal procedures. In China, legal capital, also known as registered capital, is one of the basic characteristics of a company becoming a legal person, the capital guarantee for enterprises to bear the risk of loss, and the standard for the division of shareholders' rights and interests.
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum registered capital of a limited liability company, those provisions shall prevail.
Shareholders can make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law; However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations. Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.
The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
3. Shareholders * * * jointly formulate the Articles of Association.
The articles of association are the basic rules about the company organization and its activities. Formulating the Articles of Association is not only the need of internal management of the company, but also the need of facilitating external supervision and communication. According to the Company Law, the articles of association of a company shall specify the following matters: company name and domicile, company business scope, registered capital, names and titles of shareholders, rights and obligations of shareholders, ways and amounts of shareholders' capital contribution, conditions for shareholders to transfer their capital contribution, company organization, method of formation, authority and rules of procedure, legal representative of the company, methods of dissolution and liquidation of the company, etc.
4. Have a company name and establish an organization that meets the requirements of a limited liability company.
As an independent enterprise legal person, a company must have its own name. The company must also comply with the provisions of laws and regulations when establishing its name. The organization of a limited liability company refers to the shareholders' meeting, the board of directors or executive directors, the board of supervisors or supervisors.
5. Having a fixed production and business operation place and necessary production and business operation conditions.
The place of production and business operation can be the company's residence or other business premises. Production and operation conditions refer to the conditions suitable for the company's business scope. They are the material basis for companies to engage in business activities and the minimum requirements for establishing companies.
incorporated company
According to the Company Law of China, the establishment of a joint stock limited company shall meet the following six conditions:
1. The sponsors meet the quorum.
The establishment of a joint stock limited company must have sponsors, who can be natural persons or legal persons. The number of promoters is more than 2 and less than 200, and more than half of the promoters have residences in China. When a state-owned enterprise is transformed into a joint stock limited company, it shall be established by way of offering.
2. The share capital subscribed by the promoters and publicly raised by the society reaches the minimum statutory capital.
China's Company Law clearly stipulates that the registered capital of a joint stock limited company is the paid-in share capital registered with the company registration authority. The total share capital is the product of the par value of the company's shares and the total number of shares. At the same time, it is also stipulated that the minimum registered capital of the company is 5 million yuan, and the minimum amount needs to be higher than 5 million yuan, which shall be stipulated separately by laws and administrative regulations.
Where the establishment is initiated, the promoters shall subscribe for all the shares issued by the company; If it is established by public offering, the shares subscribed by the promoters shall not be less than 35% of the company's shares.
3. The issuance and preparation of shares are in compliance with the law.
4. The promoters shall formulate articles of association, which shall be adopted by the founding meeting.
5. Have a company name and establish an organization that meets the requirements of a joint stock limited company. The organization of a joint stock limited company consists of shareholders' meeting, board of directors, manager and board of supervisors.
The shareholders' meeting is the highest authority. Shareholders attend the shareholders' meeting, and each share they hold has one vote. The board of directors is the executive body of the company's shareholders' meeting, consisting of 5 ~ 19 people. The manager is responsible for the daily operation and management of the company.
6. Having a fixed production and business operation place and necessary production and business operation conditions.
Partnership shop
According to the provisions of the Partnership Enterprise Law, the establishment of a partnership enterprise shall meet the following five conditions.
1. If there are more than two partners, they shall bear unlimited liability legally.
The number of partners in a partnership is at least 2, which is the minimum requirement. No maximum quantity is specified. Unlike the shareholders of a limited liability company, the partners in a partnership bear unlimited liability, and the partnership is not allowed to have partners who bear limited liability.
2. There is a written partnership agreement.
A partnership agreement is a legally binding agreement reached by all partners through consultation and mutual determination of their rights and obligations. The partnership agreement shall be reached by all partners through consultation and concluded in writing. The partnership agreement shall come into effect after being signed and sealed by all partners.
3. There is the actual contribution made by each partner.
The capital contribution of a partner may be in cash, in kind, land use rights, intellectual property rights or other property rights. With the unanimous consent of all the partners, the partners may also contribute capital with labor services. The evaluation method of labor service investment shall be determined by all partners through consultation.
4. Have the name of the partnership enterprise.
When establishing a partnership, the partners must determine the name of their partnership. The name must comply with the relevant provisions of the enterprise name management.
5. Having business premises and necessary conditions for engaging in partnership operation.
In order to engage in production and business activities regularly and continuously, a partnership enterprise must have certain business premises and the necessary conditions for engaging in partnership operation. The so-called necessary conditions are the material conditions that a partnership enterprise can not engage in production and business activities if it lacks according to its partnership purpose and business scope.
individual proprietorship enterprise
Conditions for the establishment of a sole proprietorship enterprise:
1. The investor is a natural person and can only be a citizen of China.
2. It has a legal enterprise name. May not be used in the name of a sole proprietorship enterprise? Limited? 、? Limited liability? Or? Company? The name of the sole proprietorship enterprise is XX Institute; XX Institute; XX center; XX business department; XX society; XX department, etc.
3. The amount of investment declared by investors. Investors can contribute with personal property or with personal family property.
The establishment of a sole proprietorship enterprise can be funded in cash, or in kind, land use rights, intellectual property rights or other property rights. Where the contribution is made in kind, land use right, intellectual property right or other property rights, it shall be converted into monetary amount. The amount of capital contribution declared by investors shall be commensurate with the scale of production and operation of the enterprise. If the family has property as an individual contribution, the investor shall indicate it when applying for registration of establishment (change).
4. Have a fixed production and business operation place and necessary production and business operation conditions.
5. Necessary staff.