I. The legal opinions on the relationship between investors in the establishment of a small loan limited company mainly involve the following legal provisions:
1, company law
Article 21
The controlling shareholder, actual controller, directors, supervisors and senior managers of the company shall not use other related relationships to harm the interests of the company. Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Article 2 17
Affinity refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-owned holding enterprises are not only related because they are controlled by the state. "Use relationships to conduct transactions, that is, related party transactions.
There are three main ways to distinguish this relationship:
1. Company association, such as parent company and subsidiary company, or between two subsidiaries of the same parent company.
The second is the connection of natural persons. The two companies are directly or indirectly controlled by two natural persons, and there are parents, children, spouses, brothers and sisters between the two natural persons.
Three, other potential contacts, such as the interests of the agreement, or special relations. Commercial transactions between related companies do not violate the law. Moreover, because of the relationship, the transaction between the two parties has considerable transparency and trust, which can reduce the transaction cost.
2. Accounting Standards for Enterprises No.36-Related Party Disclosure
Article 9 An enterprise shall disclose the following information related to its parent company and subsidiaries in its notes, regardless of whether related party transactions occur:
(1) Names of the parent company and subsidiaries.
If the parent company is not the ultimate controlling party of the enterprise, the name of the ultimate controlling party shall also be disclosed.
If neither the parent company nor the ultimate controlling party provides financial statements to the outside world, the name of the nearest parent company above the parent company that provides financial statements to the outside world shall also be disclosed.
(2) The business nature, place of registration, registered capital (or paid-in capital and share capital) of the parent company and its subsidiaries and their changes.
(three) the proportion of shares and voting rights of the parent company to the enterprise or the enterprise to the subsidiary.
Article 10 Where an enterprise has related transactions with related parties, it shall disclose the nature, transaction types and transaction elements of the related party relationship in the notes. The transaction elements shall at least include:
(1) the transaction amount;
(2) The amount, term and conditions of the unsettled items, and the information about the guarantee provided or obtained.
(3) Outstanding bad debt provision amount of accounts receivable.
(4) Pricing policy.
Article 11 Related party transactions shall be disclosed separately by related party and transaction type.
Under the premise of not affecting readers' correct understanding of the impact of related party transactions on financial statements, related party transactions with similar disclosure types can be consolidated.
Article 12 Only by providing conclusive evidence can an enterprise disclose the fairness of related party transactions.
3. Interim Measures for the Administration of Financing Guarantee Companies
Forty-eighth supervision departments engaged in supervision and management personnel in any of the following circumstances, shall be given administrative sanctions according to law; If the case constitutes a crime, criminal responsibility shall be investigated according to law:
(1) Examining and approving the establishment, alteration, termination and business scope of a financing guarantee company in violation of regulations.
(two) in violation of the provisions of the financing guarantee company on-site inspection.
(3) Failing to report major risk events and their disposal in accordance with the provisions of Article 45 of these Measures.
(four) other acts in violation of laws and regulations and the provisions of these measures.
Two, writing relevant legal opinions need to pay attention to the following aspects:
1, collect and sort out materials, and conduct fact finding.
A collect as detailed materials as possible, including due diligence, review of documents and communication with relevant personnel.
B ensure the authenticity of the materials, and have handover procedures for the materials provided by customers.
C sort out the relationship between materials, grasp the key points and explain the key facts clearly.
2, according to the factual materials, risk prediction.
A legal risk prediction is a hypothetical process, which must be based on the facts we know and put forward various assumptions, and cannot be divorced from the facts.
B. Since legal opinions are often directed at dynamic events, lawyers should inform clients to give timely feedback so as to make correct responses when new situations arise.
3. Conduct legal argumentation and issue legal opinions.
A to demonstrate in strict accordance with laws and regulations, we should not only consider the feelings of the client, but also cater to the psychology of the client unprincipled.
B do a good job in the investigation and study of laws and regulations, and make clear the application of laws.
C it is not appropriate to make a positive or negative conclusion when conducting legal argumentation on the content with unclear facts, and it should be treated differently and assumed separately.
Pay attention to avoid common mistakes in legal argumentation. If the language is too arbitrary, the focus is not prominent and the conclusion is not clear.