1. 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.
in theory and in the laws of some countries with civil law system, 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.
second, is there any risk when the company registers funds in a temporary account?
Answer: The temporary account bank is the bank designated by the Industrial and Commercial Bureau. After the company basic deposit account is opened, it will be transferred to basic deposit account. The money in the temporary account cannot be taken away, and only the capital can be refunded (the shareholders can only be refunded 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.
3. What is the difference between individual industrial and commercial households and limited companies?
a: a limited company is liable for the company's debts with all its assets, and shareholders are liable according to 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.
iv. what are the responsibilities of the shareholders of a registered company?
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.
5. 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 tax 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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