Registered company:
1. Name verification: Go to the Industrial and Commercial Bureau and get an Application Form for Pre-approval of Enterprise Name, and fill in the company name you want. The Industrial and Commercial Bureau will search online (the intranet of the Industrial and Commercial Bureau) to see if there are duplicate names. If there is no duplicate name, you can use that name and issue the Notice of Pre-approval of Enterprise (Brand 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.
Writing articles of association:
You can download a sample of the Articles of Association from the website of the Administration for Industry and Commerce, and just modify it. The Articles of Association shall be finally signed by all shareholders.
Carve a private seal:
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.
Obtain the "bank confirmation letter" from the accounting firm:
Contact the accounting firm and get the "bank confirmation letter" (it must be original, and the accounting firm should affix 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.
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.
Processing 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).
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.
Handling tax registration:
After receiving the certificate, go to the local tax bureau for tax registration certificate within 15 days.
2006 is an important year in the process of rule of law in China. Not only will the new company law be implemented on June 65438+1 October1June 2006, but the property law is also likely to be promulgated in 2006, which also marks the 20th anniversary of the promulgation of the General Principles of Civil Law in China.
I often feel that the greatness of some predecessors is incredible. As early as 1986, the far-sighted General Principles of Civil Law established social basic principles such as equality of civil subjects, autonomy of will, honesty and credit, civil rights and responsibilities, which has realistic historical significance for the establishment and development of our market economic system today. )
First of all, the law surrounds us like air every day, the money in your card belongs to you, the plane ticket you bought can get on the plane and so on. Generally speaking, our daily social and economic life is mainly divided into three types of laws, one is subject law, the other is transaction law, and the third is supervision law. That is to say, first stipulate which subjects are there in the society or in the market, whether they are people or enterprises, and how to set them up. And then stipulate which rules should be observed in the communication between subjects, and finally stipulate how the government supervises these subjects and their behaviors.
Therefore, in my personal understanding, contract law and company law are the most important laws, because contract is the medium of exchange and company is the most important form of economic organization in society. From cars to toothpaste, no one can produce everything they need by themselves, so they need to divide their work and exchange. Since primitive people exchanged venison for apples, everyone has formed an unwritten contract; In the face of socialized mass production, individual strength is weak, social capital gathers together and then produces a batch of steam engines through the operation of professionals, turning technology into products. Without the company system, there would be no capitalism, and there would be no socialized mass production.
Just as Roman law declared "sacred private rights and freedom of contract" 3,000 years ago, China's new company law declared "encouraging investment and autonomy of will". Legally, the other side of autonomy of will is self-responsibility, and these two meanings add up to freedom.
I. Companies and limited liability
The company is a corporate legal person established by shareholders in accordance with the law for the purpose of making profits.
Once the shareholder's capital contribution enters the company, it belongs to the company's legal person property, and shareholders can only enjoy and control it according to the company law, but not directly. This is the law of conservation of rights. The company gives you the rights of shareholders in exchange for the legal person property rights of others.
A company is an organization, that is, a society with an internal structure; The company is not a person, but the law gives it an independent civil subject status. If you become a fictional person, you are a legal person.
A limited liability company, to be precise, should be called "a company with limited liability for shareholders and unlimited liability for the company". In other words, the liability of the company is unlimited, and the liability of shareholders is limited to the amount of capital contribution subscribed.
As mentioned above, the limited liability system is the greatest invention of western countries in the 17 and 18 centuries, which casts a firewall between shareholders' property and corporate risks and concentrates social capital with maximum efficiency. The earliest and most famous company in history is the British East India Company. The company is essentially a tool for shareholders to make profits, but objectively it has become the most effective way to organize social resources. To some extent, the emergence of company system is a symbolic event that China's ancient production efficiency began to lag behind the West.
Second, the number of shareholders and one-man company.
In the past, the requirement for registering a company was 2-50 shareholders, that is, at least two people could set up a company. Starting next month, a person can also register as a limited company, that is, a one-person company as stipulated in the new company law.
I understand that the current system is mainly to facilitate the requirements of existing companies to set up subsidiaries. As for us natural persons setting up our own one-man company, I strongly recommend it.
One of the reasons is that the establishment conditions are relatively high, such as the registered capital requirement of 65,438+10,000, while the ordinary limited company only requires 30,000. Second, personal property risks are huge. We know that the shareholders of a limited company should bear limited liability, that is, they should take risks within the scope of investment until they lose all their money and cannot take property. However, when a one-man company has debt risk, the law first presumes that its shareholders are jointly and severally liable, and then gives you the opportunity to prove that your personal assets are completely different from those of the company, and your money and the company's money are two different things. If you can prove it, you will be exempted. If not, use your own property to pay off the company's debts. In reality, it's hard to say whether your mobile phone bill is caused by your personal business or the company's business needs.
However, if you meet a one-man company when cooperating with others, I think you can trust him instead, because he has the courage to tie his life with the company, and I think his credibility is high. Foreigners like to use their own name as the company's font size, so they get more trust benefits, because it means the concept of "doing business is being a man".
We have always advocated that companies such as housing agencies and study abroad consulting should implement joint liability between the company and shareholders, such as partnerships, to prevent some people from using the limited liability of shareholders to defraud the society. If they cheat the money, they will run away and keep it for themselves. You asked for him, and he said you were looking for a company. The company is a limited company. By the way, the law firm is a partnership. )
Three. Registered capital and mode of contribution
Previously, the registered capital of the consulting company was 654.38+10,000 yuan, the registered capital of the retail company was 300,000 yuan, and the registered capital of the production and wholesale company was 500,000 yuan, which needed to be paid in one lump sum. So many people who don't have enough money have to go to "industrial and commercial agents" to raise money for registration, so we call the 500 thousand license plate "junk license plate" From the day it was born, this company was not credible at all.
Now, it's completely changed.
Limited company has a minimum registered capital of 30,000, with no upper limit. Registered capital can be paid in installments, usually within two years. But the down payment shall not be less than 20% or less than 30,000. (Industries with special qualification requirements such as finance and real estate shall be subject to their requirements. ) 30 thousand yuan can open a limited company. At least on the surface, being the chairman has become an easy task. Therefore, those who suggest how much to spend on their careers should simply invest according to their realistic plans.
This is actually more about market access and encouraging investment. Many times, if the law and the government set more and higher thresholds for companies, it is artificially creating scarcity. The regulation that "selling cabbage must have a registered capital of 300,000 yuan, and even must be approved by government departments" seems to protect consumers, but it is actually filming the whole farmer's market. This monopoly should be cursed. When Gates and Paul first started their company, they needed two company-sized computers to design traffic light control software. When they get bigger, they will have a Microsoft empire.
The mode of capital contribution can be regarded as capital contribution as long as it can be denominated in currency and transferred according to law. Money, car, house, trademark right, creditor's rights and equity are all there. These are two requirements. One is that non-monetary assets must be evaluated before they are invested, and the other is that monetary investment must account for at least 30%.
In fact, in most cases, this is not an obstacle for small and medium-sized companies. If you don't have much money, it is more efficient to pay first and then buy non-monetary property after the company is established. However, the new regulations are too loose for holding companies or companies that invest in technology and want to go public in the future.
Fourth, the dividend ratio.
In the past, shareholders only needed to pay dividends in proportion to their capital contribution. In fact, this is unfair. Everyone in the company knows that some shareholders contribute less, but some shareholders have customers or skills, and money is not all. Therefore, according to the proportion of capital contribution, dividends are often superficial, and it is necessary to make an agreement privately to give back the part that should be given to others.
It's okay now. The regulation is: 1. Dividend according to the articles of association, whatever you want; 2. If there is no agreement in the Articles of Association, dividends shall be paid according to the actual contribution ratio. This is because investment by stages is allowed now, and it may not be all the funds by the time of dividend distribution, so it is fair to divide them according to the actual proportion.
So: For example, for a company with 500,000 households, 500,000 households can stipulate in the articles of association that each household will receive 80% bonus and 20% bonus. If there is no agreement, assuming that when paying dividends, the big boss actually pays dividends of 65,438+million and the second boss pays dividends of 300,000, then the dividend ratio is 25% to 75%, and the second boss will not suffer.
Verb (abbreviation of verb) legal representative
In the past, the legal representative of the company must be the chairman of the company. Some people have been the chairmen of four or five companies, and it is impossible to stare at the beach every day, but the responsibility has to be resisted.
At present, the chairman (executive director) and general manager are all qualified, which is determined by the company's articles of association.
As a supplementary reminder, legal representatives of many companies like to call themselves "I am a legal person". This is wrong, please remember: a legal person is not a person. According to Aristotle's syllogism, don't scold yourself. You can call yourself the "legal representative", which is not standardized, but at least it is acceptable, and it is best to use the "legal representative" in a proper way.
Business scope and production conditions of intransitive verbs
In the past, I always emphasized the business scope of the company, beyond which I would not work. This is the product of planned economy. A few years ago, the business scope was changed from Haidian industrial and commercial reform to unrestricted, except for those that need special approval. The attitude of this new company law is that the business scope is still important and should be written into the company's articles of association and business license, but operating beyond the business scope is not considered illegal or invalid. In other words, if you violate the law, it is also against the law of industry management. The registered capital of 30,000 yuan cannot operate airport construction, which does not violate the company law.
Before registering a company, you need to provide proof of production conditions. For example, clothing production depends on your equipment. In fact, it is unreasonable to let people buy equipment before setting up a company. It's all free this time, as long as there is office space.
Seven. Reinvestment of the company
In the past, companies always limited foreign investment to no more than 50%, claiming to protect creditors, forgetting that long-term investment itself is a big item on the left side of the balance sheet, just like throwing money out and throwing it away.
Not now. Whatever. Throw as much as you want. Of course, if you vote 100%, you can vote if you think it is appropriate. I think it's a little unreliable.
But now there is a particularly good restriction on reinvestment, that is, you can't bear joint liability for the company you invest in, and you can't guarantee it. Don't invest in a company and then go to the bank to guarantee the loan, which is not good for other creditors, because you are using your own assets to guarantee your own assets.
In short, investment companies, holding companies or group companies can compete freely in all kinds of frost, and the embarrassment of not having an investment of over 100 million yuan in the account disappears.
Eight, small company audit exemption
I used to run a small company, but it was very troublesome when it came to the annual inspection. Originally, there were not many assets, and we had to audit to do the annual inspection. It's all empty. Now the new company law proposes that small companies can be exempted from auditing. Of course, it depends on what the industrial and commercial bureau does next. But in short, it is the value orientation of legislation to facilitate investors and try not to disturb you. This is progress.
Nine, the right to know
The new company law is committed to solving the problem of information asymmetry. Information that is meaningful to all stakeholders and should be mastered, some people have it and some people don't, which is information asymmetry. The new company law has made many provisions on the information disclosure of interested parties, from the operation of circling money in the stock market to the floating chemicals on the Songhua River. This is a good law.
There are two kinds of right to know. First, anyone who wants to know about a company or do business with it can go to the industrial and commercial bureau to check the files, which is public. Second, as long as they are minority shareholders of a limited company, they can ask for access to the company's resolutions and books, such as finding out who the company gave kickbacks to. This is a weapon. (The joint-stock company requires 1% equity and holds it for a certain period of time)
X minority shareholders (withdrawal of shares, judicial dissolution, etc.). )
In fact, sometimes being a minority shareholder in a company is quite depressing, because the big shareholder bullies you or the relationship between the two parties deteriorates. Some companies decide that you don't agree, but you can't help it. You are too young. But you can't leave now, because the registered capital can't escape, and you can't find the right person to fold the shares.
Now that it's easy, you can ask to quit and the company will buy your shares. You can also sue for confirmation that the company's resolution is invalid or revoked. It's really out of control You can go to court and ask for judicial dissolution of the company. Of course, things don't have to be so intense, but you have more means, which means you have more chips and initiative in the negotiation. This is the protection given to you by law.
In addition, basically, if a business that a company wants to do is related to a major shareholder, the related shareholder loses the right to vote at the time of resolution and wants to quit, which is also very scientific.
A particularly important point of the new Company Law is that it emphasizes the means of relief. Whoever gives you a right will basically tell you what to do, who to look for, what procedure to take and how to sue if this right is violated. This legislative thinking, which emphasizes relief and operability, has given the society more practical norms, which is very rare and worth learning.
XI。 Obligations of senior directors and managers
Executives have more obligations, encourage prudence and independence, and also require loyalty and diligence. The specific content is really quite a lot. But the most important thing is to investigate the misappropriation of corporate business opportunities.
It is common to cut off the company's bill. It is an "opportunity occupation" whether it is to cut off the company opened by relatives and friends. After New Year's Day, you should be careful if you do that again.
Twelve, the right of equity inheritance
Limited company is legally a joint venture company. People together depend on the trust between people, such as partnership, (even husband and wife). Capital-joint venture is a combination of pure capital, and people don't even know each other. There are more people buying shares of listed companies, and they seldom know each other. The credit of a limited company depends on both people and capital. So when you choose a partner, you will see who the other person is, how strong the other person's financial strength is, and you will pay trust.
When a shareholder dies, the equity can be inherited, which is no problem, but other shareholders are unwilling to cooperate with the new successor shareholders, and I can't respect your father. Therefore, it can be stipulated in the company's articles of association that the equity cannot be inherited, and the company automatically purchases its equity after the death of the shareholder, and what can be inherited is this purchase money.
Thirteen. Revoke existence
It is very common for companies to be cancelled, and they can't do it anymore, or just take another photo and leave the original company there, or even just to avoid debts.
It is now clear that the company whose business license has been revoked still exists and can be used as the defendant. If shareholders have misconduct, they will continue to bear the responsibility, or even slack off liquidation, causing losses to creditors, and shareholders will compensate others.
This is the law that really protects creditors and protects market order.
Fourteen social responsibility
The new company law determines that the company should bear social responsibility, which is the responsibility of the company to stakeholders, from the environment, customers to residents in the community. Companies that like to work in apartments should be careful.
I don't quite understand what Hayek and others think. They think that companies don't need to have a conscience except to pursue profits, and companies and people inside can't all be animals. It is true that a company is a tool for shareholders to make profits, but instrumental rationality cannot completely replace value judgment, especially in the tradition of China. In the near future, we will have to make up lessons for the rich and uneducated like the United States. As the saying goes, GDP measures everything except what makes us happy.
Corporate social responsibility itself belongs to the company's value system and is a part of the company's management content. A company with a sense of social responsibility has three major gains: 1, and a company with long-term goals and objectives is happy. The "Your Potential, My Passion" launched by Microsoft last year actually gave itself endless room for improvement; 2. Cohesion. Employees work in the company not only for making a living, but also for glory and excitement. In real life, they even get religious and wait and see. 3. Social evaluation. I said that history is harsh, but it never lies. A company with social responsibility will have a better social evaluation. From excellent employees willing to come to excellent customers, willing to talk, in short, the company has gained unlimited trust benefits.
In fact, labor protection is also a category of social responsibility, which has been fulfilled within the company. The great progress of science and technology is good for everything, except that it does not solve the employment problem, and even often hurts employment. This is the pros and cons of technology. I think that in today's world, both developed and developing countries, including China, may not have a huge increase in their own total. Why do we need so much wealth? Why do we conquer nature so strongly? We still have to consider employment, and more people should get a medium level of material life and a better spiritual life. This is the meaning of human beings, and the company is responsible for it.
Fifteen. Deny the limited liability of shareholders
The most serious problem, which I put last, is the denial of shareholders' limited liability. In other words, let your shareholders and the company bear joint liability and lose money together.
This is academically called "corporate personality denial" or "unveiling the corporate veil". It doesn't matter what you call it. The point is that your shareholders' limited liability is gone, and you may have to lose money for your family.
What causes this situation is that the company law says that if you abuse limited liability to infringe on the rights of others or damage the interests of the company or evade debts. For example, false investment, such as transferring assets, such as signing a contract with a company to get money yourself, the most troublesome thing is that you and the company's income and expenditure are difficult to distinguish and confuse.
In reality, shareholders and companies are often not completely separated and clear. Both companies printed business cards, shared a fax and borrowed bank accounts from each other. These are normal, so serious that you may lose your limited liability in the future, so you need to pay attention.
Sixteen, the last thing is the articles of association!
As can be seen from the above, corporate autonomy has gained great freedom, and the articles of association have become very important documents. Now you go to take photos, and the industrial and commercial bureau will prepare you some fixed-format papers with only a few spaces, such as your name and where you live. Such a constitution is to bully everyone's wisdom.
Now it's different, such as dividend ratio, installment investment, who is the legal representative, decision-making mode, special responsibilities of executives (such as business opportunity compensation), equity inheritance, foreign investment and guarantee, and so on.
In my opinion, not only the articles of association of newly established companies should be rich and complicated, but also many established companies need to modify their articles of association, and it is not the kind of "simple modification of mental retardation", but they should seriously think about and design their own corporate governance structure. Even if you are a company with only two people and a registered capital of 30 thousand, you can consider it.