1. Is there any risk in the temporary account of funds when the company is registered?
Answer: The temporary account bank is the bank designated by the Industrial and Commercial Bureau. After the company is opened in basic deposit account, it will be transferred to basic deposit account. The money in the temporary account cannot be taken away, but the capital can only be returned (the shareholders can only be returned in person).
registered capital needs to be deposited in an account to issue a capital verification report, but now the registered company's funds are not in place, and the registered capital is changed to subscription system in a unified way throughout the country, and no funds are in place in the early stage. The subscribed capital will have a subscription period of 3 years at the longest, which means that the company can register and operate first, and it is enough to register the capital in 3 years, and capital can be injected in any period. If the company needs to be cancelled after several years of operation, it can be submitted through normal cancellation procedures, and there is no need to inject registered capital into the account for capital verification. At present, the threshold given by the state to venture investors is still very favorable, and there is no need to deliberately consider the issue of registered capital when registering a company.
2. What matters should be stated in the articles of association of a registered company
A: The articles of association are the basic rules and basis for the company's organizational structure, internal relations and business activities. To establish a company, the articles of association must be formulated according to law. The Articles of Association is the first criterion to regulate the relationship between shareholders and within the company, which is equivalent to the contract between the promoters or shareholders of the company, and is binding on the shareholders, the shareholders' meeting, the board of directors, the board of supervisors and other company organs and their members derived from shareholders' interests.
Secondly, the articles of association are the basis for regulating the relationship between the company and the third party and for the government to supervise and manage the company. In order to safeguard the interests of third parties and the safety of social transactions, the main contents of the articles of association of the company, such as the company's domicile, legal representative, registered capital, business scope, names of shareholders or promoters, should be available for public inspection. The administrative department for industry and commerce may also supervise and manage the company according to the articles of association registered according to law. Theoretically and in the laws of some civil law countries, the contents of the articles of association are divided into necessary items and arbitrary items, and the necessary items are divided into absolutely necessary items and relatively necessary items. The absolutely necessary items refer to the items that must be recorded in the articles of association according to law. Without any of them, the articles of association will be invalid and the company registration authority will not register them.
the company's name, domicile, business nature or business scope, registered capital, the total number of shares and the amount of each share of the joint-stock company, the names of shareholders or promoters, the legal representative of the company, and the methods of notice and announcement of the joint-stock company are absolutely necessary to be recorded in the articles of association. The relatively necessary recorded items refer to the clauses that do not affect the effectiveness of the articles of association when they are not recorded in the articles of association. If there is no such clause, only the unrecorded items will not be effective, or the specific provisions of the law can be applied; When this is recorded in the company's articles of association, the terms recorded shall have legal effect. For example, according to China's Company Law, whether a limited liability company establishes a board of directors and a board of supervisors, the term of office of directors, the discussion methods and voting procedures of the board of directors, and the composition of the board of supervisors are relatively necessary matters recorded in the company's articles of association.
any recorded items refer to the provisions that are not stipulated or required by law, and are completely recorded in the articles of association by the parties according to their needs without violating the law and public morality. Such as the employment of perennial legal counsel, the procurement of materials and product sales, the issuance of corporate bonds, and the withdrawal of arbitrary provident fund.
Articles 22 and 79 of China's Company Law respectively list the matters that should be recorded in the articles of association of a limited liability company and a joint stock limited company, including the rights and obligations of shareholders, the conditions for the shareholders of a limited company to transfer their capital contribution, the functions and powers of the shareholders' (general) meeting and the board of directors, the functions and powers of the board of supervisors, the convening and resolution methods of the board of directors of a joint stock limited company, the reasons for the dissolution of the company and the liquidation methods, etc., because there are clear provisions in the law, if the parties have no special agreement in the articles of association.
3. Differences between individual industrial and commercial households and limited companies
A: A limited company is liable for the debts of the company with all its assets, and shareholders are liable with their capital contribution. Individual industrial and commercial households bear unlimited liability for debts. Individual industrial and commercial households do not have legal person status. Limited company has legal person qualification.
4. Differences between paid-in registered capital and subscription
A: The word subscription was widely used in the company law after the revision of the new company law. Before the company law was amended, it was very laborious to set up a company. There are requirements not only in the amount of registered capital, but also in the form of capital contribution. It used to be paid-in capital contribution, but now it is subscribed capital contribution, which is also one of the biggest reforms. But what exactly is paid and what is subscribed?
before the company law was revised in 213. The registered capital of a company is required, not only in terms of the amount, but also in terms of form. Investors are required to actually pay the capital before they can register with the industrial and commercial bureau. After the new company law came into effect, the requirements for the establishment conditions of the company were greatly relaxed. Only a few industries require registered capital and the form of capital for company registration. The lower limit of registered capital of companies in most industries has been revoked, which is why we can set up a company with one yuan. Moreover, the form is no longer that you have to pay in, but you can explain how much you have invested first, and then you can register the company. Subscription and payment are almost two opposing concepts. Many promoters do not have enough funds as registered capital at the beginning of the establishment of the company, but according to the company law, the industrial and commercial bureau will not register without the funds that actually meet the requirements. Therefore, these promoters will go across the sea to show their magical powers, some will look for investors, and some will only look for bank loans. However, in any case, the amount of registered capital written on the business license must actually exist in the company account, and timely part of the funds will not be needed at first. But subscription is completely different. Negotiability is equivalent to shareholders writing an IOU to the company. Shareholders can report their own capital contribution first, and for a certain period of time, they can deposit the funds into the company account. The reason why the country dares to relax in this way is entirely in the policy of finding enterprises and expanding the market.
5. What are the responsibilities of the shareholders of a registered company
A: 1. Abide by the articles of association;
2. Pay the subscribed capital contribution on schedule;
3. Limited liability for the company's debts; Shareholders of a limited liability company are indirectly liable for the company's debts only to the extent of their capital contribution, that is, shareholders do not have to bear the responsibility for the company's debts with their own personal property.
4. make contribution to fill the obligation; Under the following circumstances, the shareholders of a limited liability company shall bear the obligation to make capital contribution: when the company is established, if a shareholder makes capital contribution in kind, industrial property rights, non-patented technology and land use rights instead of in cash, if the actual price after evaluation and pricing is significantly lower than the price assessed in the company's articles of association, the shareholder who made the capital contribution shall make up the difference, and other shareholders shall be jointly and severally liable.
5. Additional capital contribution obligations; Additional capital contribution means that in addition to their respective contributions, the shareholders' meeting can also make a resolution to require shareholders to pay more than their contributions. The obligation of additional capital contribution is an arbitrary item in the articles of association, that is, the Company Law does not list its contents, but once it is recorded, it shall take effect.
6. After the company is approved and registered, it is not allowed to withdraw its capital contribution without authorization;
7. Honest trust in the company and other shareholders;
8. Other obligations that should be performed according to law
6. Is the virtual office address legal and reliable?
A: At present, enterprises that can provide formal virtual registered addresses are "centralized office areas", which are approved by the state to support small and medium-sized enterprises to start their own businesses. The addresses provided by "centralized office areas" have been put on record in industrial and commercial taxation departments, so that enterprises that use virtual registered companies can operate with confidence without worrying about industrial and commercial tax inspection and other matters.
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