In the process of registering a company, we will more or less encounter various problems during the process. Next, Mande Enterprise Service will combine several questions asked by customers to provide details. answer.
1. Is it risky to have funds in a temporary account when the company is registered?
Answer: The temporary account bank is a bank designated by the Industrial and Commercial Bureau. It will be transferred to the basic account after the company's basic account is opened. The money in the temporary account cannot be withdrawn, but can only be refunded (the shareholder must be present in person before the capital can be refunded).
Registered capital needs to be deposited into an account to submit a capital verification report, but now there is no need to have all the funds in place to register a company. The registered capital has been uniformly implemented across the country and has been changed to a subscription system. There is no need to have funds in place in the early stage. The subscribed funds will be There is a subscription period, and the longest subscription period is 30 years, which means that the company can be registered and operated first, and the registered capital must be in place within 30 years. Capital injection can be made during any period. If the company needs to be canceled after a few years of operation, it can be submitted through the normal cancellation procedures. There is no need to specifically inject registered capital into the account for capital verification. At present, the threshold provided by the state for entrepreneurial investors is still very favorable. When registering a company, there is no need to deliberately consider the issue of registered capital.
2. What matters should be stated in the registered company's articles of association
Answer: The company's articles of association are about the company's organizational structure, internal relations and the basic rules and basis for carrying out the company's business activities. To establish a company, you must formulate company articles of association in accordance with the law. The company's articles of association are first of all the yardstick for regulating the relationships between shareholders and within the company. It is equivalent to a contract between the company's promoters or shareholders. It has implications for shareholders as well as the shareholders' meeting, board of directors, board of supervisors and other company organs and their members derived from the shareholders' interests. Binding.
Secondly, the company's articles of association are the basis for regulating the relationship between the company and third parties and for the government to supervise and manage the company. In order to protect the interests of third parties and the safety of social transactions, the main contents of the company's articles of association, such as its domicile, legal representative, registered capital, business scope, names of shareholders or promoters, should be available for public inspection. The industrial and commercial administration authorities may also supervise and manage the company based on the company's articles of association registered in accordance with the law. In academic theory and in the laws of some civil law countries, the contents of the company's articles of association are divided into necessary recording matters and optional recording matters. The necessary recording matters are further divided into absolutely necessary recording matters and relatively necessary recording matters. Absolutely necessary recorded matters refer to the clauses that must be recorded in the articles of association according to law. If any one of them is missing, the articles of association will be invalid and the company registration authority will not register it.
The company’s name, address, business nature or business scope, registered capital, total number of shares and amount per share of the joint-stock company, name of the shareholder or promoter, legal representative of the company, number of shares of the joint-stock company Notices and announcement methods, etc., are absolutely necessary items to be recorded in the company's articles of association. Relatively necessary recorded matters refer to clauses that do not affect the validity of the company's articles of association if they are not recorded in the company's articles of association. If such a clause is lacking, only the unrecorded matters will not be effective, or the specific provisions of the law may be applied; the company's articles of association will stipulate this. When recorded, the recorded terms become legally effective. For example, my country's "Company Law" stipulates that matters such as whether a limited liability company shall establish a board of directors and a board of supervisors, the terms 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.
Arbitrary recorded matters refer to clauses that are not stipulated or required by law and are entirely up to the parties to record certain matters in the articles of association based on their needs and without violating the law and public ethics. Such as the hiring of permanent legal advisors, the purchase of materials and product sales, the issuance of corporate bonds, the withdrawal of discretionary provident funds, etc.
Articles 22 and 79 of my country's "Company Law" respectively list the matters that should be recorded in the articles of association of limited liability companies and joint stock companies, including the rights and obligations of shareholders, the conditions for the transfer of capital by shareholders of limited liability companies, Matters such as the powers of the general meeting of shareholders and the board of directors, the powers of the board of supervisors, the convening and resolution methods of the board of directors of a joint-stock company, the reasons for the company's dissolution and liquidation methods, etc., because the law has relatively clear provisions, if the parties have no special agreement in the articles of association, , the provisions of the law can be applied, so it should be a relatively necessary recording matter.
3. The difference between an individual business owner and a limited company
Answer: A limited company shall be liable for the company's debts with all its assets, and shareholders shall bear corresponding liabilities based on their capital contribution. Individual business owners bear unlimited liability for debts. Individual industrial and commercial households do not have legal personality.
A limited company has legal personality.
4. The difference between paid-in registered capital and subscription
Answer: The word subscription was widely used in the Company Law after the revision of the New Company Law. Before the changes to the Company Law, setting up a company was very laborious. There are requirements not only on the amount of registered capital, but also on the form of investment. In the past, it was paid-in capital, but now it is subscribed capital. This is also one of the biggest reforms at the beginning. But what exactly is actual payment and what is subscription?
Before the revision of the Company Law in 2103. There are requirements for registered capital for company establishment. Not only is there a lower limit on the amount, but there are also strict requirements on the 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 company establishment conditions were greatly relaxed. Only a small number of industry company registrations also require registered capital and capital form. The minimum registered capital limit for companies in most industries has been lifted, which is why we say that one yuan can be used to set up a company. Moreover, the form no longer requires actual payment, but you can first indicate how much capital you have contributed, and then you can register the company. Subscription and actual payment are almost two opposite concepts. Many promoters do not have enough funds as registered capital when they first establish a company. However, according to the company law, if the required funds are not actually in place, the Industrial and Commercial Bureau will not register the company. Therefore, these promoters will show their magical powers across the sea. Some are looking for investors, and some are only looking for bank loans. But no matter what, the amount of registered capital written on the business license must be actually deposited in the company's account. In time, part of the funds is initially Not used. But subscription is completely different. Calculation is equivalent to the shareholder writing an IOU with the company. Shareholders can first report their capital contribution, and then deposit the funds into the company account within a certain period. The reason why the country dares to relax in this way is entirely because of its policy of discovering enterprises and expanding the market.
5. What are the responsibilities of registered company shareholders
Answer: 1. Comply with the company’s articles of association;
2. Pay the subscribed capital on time;
3. Limited liability for the company's debts; shareholders of a limited liability company are only indirectly liable for the company's debts to the extent of their capital contribution, that is, shareholders do not have to bear responsibility for the company's debts with their own personal property.
4. Obligation to make up capital contribution; Under the following circumstances, shareholders of a limited liability company bear the obligation to make up capital contribution: when the company is established, if a shareholder does not contribute capital in currency, but in kind, industrial property, For investment in non-patented technology or land use rights, if the actual value after evaluation is significantly lower than the value assessed in the company's articles of association, the shareholder who made the capital contribution shall make up the difference, and other shareholders shall bear joint and several liability.
5. Additional capital contribution obligations; additional capital contribution means that in addition to shareholders making capital contributions according to their respective subscribed amounts, the shareholders' meeting can also make a resolution requiring shareholders to make additional payments in excess of their capital contributions. The obligation to make additional capital contributions is an arbitrary matter recorded in the company's articles of association, that is, the Company Law does not enumerate its contents, but once recorded, it shall be effective.
6. After the company has approved the registration, no capital contribution shall be withdrawn without authorization;
7. Honesty and trust in the company and other shareholders;
8. Other matters required by law Obligations to perform
6. Is the virtual office address legal and reliable?
Answer: Currently, the companies that can provide formal virtual registered addresses are "centralized office areas", which is a national initiative to support small and medium-sized enterprises to start their own businesses. If approved, the address provided by the "centralized office area" has been registered with the industrial and commercial taxation and other departments, allowing companies that use virtual registered companies to operate with confidence without worrying about industrial and commercial tax inspections and other matters.
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