What processes are needed to set up a company? Nowadays, many young people will choose to start their own companies. Setting up a company also requires a process. There may be many people who don't know much about this. What processes are needed to set up a company?
What processes are needed to set up a company? 1 First, choose the company form:
An ordinary limited liability company, with a minimum registered capital of 30,000 yuan, needs 2 or more shareholders.
From June 65438+October 2006 1, the new company law stipulates that1shareholders are allowed to register a limited liability company. This special limited liability company is also called "one-person limited liability company" (but there will be no "one person" in the company name and "sole proprietorship by natural person" will be indicated in the license), and the minimum registered capital is 654.38+10,000 yuan.
If you invest and start a business in partnership with friends and relatives, you can choose an ordinary limited company with a minimum registered capital of 30,000 yuan; If it is the sole shareholder, choose a one-person limited liability company with a minimum registered capital of 65,438+10,000 yuan.
Second, the steps of registering a company:
1, nuclear name:
Go to the industrial and commercial bureau and get an application form for pre-approval of enterprise (font size) 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) for duplicate names. If there is no duplicate name, you can use this name and issue a notice of pre-approval of the name of the enterprise (font size).
2. Rent a house:
Rent an office in a special office building. If you have your own factory or office, some places are not allowed to work in residential buildings.
After renting a house, you should sign a rental contract and ask the landlord to provide a copy of the real estate license.
3. Write "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.
4. Carving private seals:
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.
5. 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.
6. 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.
Note: According to the Company Law, investors (shareholders) must pay all their capital contributions when registering a company, which can be in the form of currency (i.e. RMB), physical objects (such as automobiles), real estate and intellectual property rights. All you do in the bank is make a monetary contribution. If you have physical objects, real estate, etc. As a capital contribution, you need to go to an accounting firm to evaluate their value first, and then contribute with their actual value, which is more troublesome. So I suggest you take money directly to make a contribution. No matter what means you use to get the money, whether you borrow it or not, you only need to pay the capital contribution in full.
7. Processing the 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).
8. 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.
9. With the business license, engrave the official seal and financial seal at the engraving institution designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.
10, which is the enterprise organization code certificate:
With the business license, go to the Technical Supervision Bureau to apply for the organization code certificate, and the fee is 80 yuan. It will take half a month to get this certificate. The technical supervision bureau will first issue a certificate of the pre-acceptance code. With this document, you can go through the tax registration certificate and basic bank account opening procedures.
1 1, go to the bank to open basic deposit account:
With business license and organization code certificate, go to the bank to open basic deposit account.
Opening a basic deposit account requires a lot of forms. You'd better take everything you can, or you'll have to make many trips, including the original business license, ID card, organization code certificate, public property stamp and legal person stamp.
12, tax registration:
After receiving the license, you should go to the local tax bureau for tax registration certificate within 30 days. When handling the tax registration certificate, you must have an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card.
13. Apply for purchasing invoices:
If your company sells goods, you should apply for an invoice in the national tax, and if it is a service company, you should apply for an invoice in the local tax.
Finally, it opened. Pay attention to tax returns on time every month. Even if you don't need to pay taxes if you don't start business, you should declare it at zero, otherwise you will be fined.
You may be worried about two things:
1, the company must establish a sound accounting system. You may be worried that you won't. What should I do? The newly established company has little business and little accounting workload. You can hire a part-time accountant to help you do the accounts in the company every month. Two or three days is enough, you can pay him about 200-500 yuan.
2. Tax amount of the company:
Business tax: the company that sells the goods is subject to VAT of 4% of the invoice amount; Companies that provide services are subject to a business tax of 5% of the invoice amount.
Income tax: the enterprise income tax of 18-33% is levied on the net profit of the enterprise. The profit of small companies is not much, generally 18%. For enterprise income tax, bookkeeping is very important. If you have a lot of profits in your account, the tax rate will be high. Therefore, you must issue an invoice when purchasing equipment at ordinary times, and you can keep the tickets for eating and taking the bus, which can be used as the operating cost of your enterprise.
Fourth, organize a small studio to register, but the license of individual industrial and commercial households does not require the investment of registered capital and capital verification: let's talk about it here:
1. Take a copy of your house lease contract and ID card, go to the industrial and commercial office in the jurisdiction where you open the store, pay the money and fill out a form as required.
2. Pay attention to signing a rental contract when renting a house, and the Industrial and Commercial Bureau will also use it.
3, submit information to the industrial and commercial office
4. If the information is complete, you can get the license on the same day, and every * * needs 100 yuan.
Try not to pay the money you can, or you won't earn it.
6, do a good job in business license and then go to the national tax registration certificate, you can get the invoice.
What processes are needed to set up a company? The establishment of a company, regardless of strict standards or examination and approval, should have the substantive requirements and procedural requirements stipulated by law.
First, substantive elements.
According to the Company Law of People's Republic of China (PRC), the basic elements of a company include the following aspects:
1. Organizational requirements: company category, company name, domicile, business scope and organization.
2. Elements of the founder:
(1) The founder of the company can be a natural person or a legal person.
But a natural person must be a person with full capacity.
A legal person must be a social organization with legal personality. Shareholders of an unlimited liability company with unlimited joint and several liability, or partners of a partnership and other social organizations without legal capacity may not act as promoters of the company in the name of a group.
(2) Requirements for the number of founders: The number of founders in the early days of a company varies from law to law.
According to the Company Law of People's Republic of China (PRC), a limited liability company is established by more than two shareholders and less than 50 shareholders.
A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders.
The sole shareholder of a wholly state-owned company is a government agency that invests according to the authorization of the state or a company with government functions.
To establish a joint stock limited company, there should be more than five promoters, more than half of whom must have domicile in China.
When a state-owned enterprise is transformed into a joint stock limited company, there may be less than five people, but it shall be established by way of offering.
(3) Capital contribution requirements of sponsors.
In countries that implement the authorized capital system, there are no clear and strict legal provisions on the capital contribution requirements of promoters. However, China is a country that implements the principle of determining capital contribution, and there are strict and detailed regulations on the capital contribution requirements of promoters.
note:
First, the registered capital of a limited liability company or a joint stock limited company shall not be lower than the statutory minimum registered capital stipulated in Articles 23 and 78 of the Company Law of People's Republic of China (PRC).
Second, in the way of capital contribution, the law allows the use of "real objects, industrial property rights, non-patented technologies and land use rights that can be calculated in money" as capital contribution. But at the same time, it is stipulated that the value of intangible assets shall not exceed 20% of the registered capital.
Third, the founder must clearly stipulate the total registered capital of the company in the articles of association. The amount and mode of contribution of the promoters and the registered capital must be paid in full when the company is established.
According to Article 28 of the Company Law of People's Republic of China (PRC): "After the establishment of a limited liability company, if it is found that the actual price of the physical objects, industrial property rights, non-patented technology and land use rights as capital contribution is obviously lower than the amount stipulated in the company's articles of association, the capital contribution shareholders will make up the difference, and other shareholders at the time of the establishment of the company will be jointly and severally liable for it."
Where a joint stock limited company is established by offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company, and the remaining shares shall be offered to the society.
Fourth, it is forbidden to "falsely report registered capital", "falsely contribute capital" and "withdraw capital contribution". If yes, legal liabilities will be investigated according to Article 206 of the Company Law of People's Republic of China (PRC), Article 208th and relevant laws and regulations.
(4) The establishment of behavioral elements.
Second, the procedural elements.
The procedural requirements for the establishment of a company include application for registration of establishment, examination of relevant registration authorities, licensing registration and other procedures. The company registration authority in China is the administrative department for industry and commerce. The principle of hierarchical jurisdiction is applied in company registration.
1. Application for establishment registration. According to the provisions of Article 27 and Article 82 of the Company Law of People's Republic of China (PRC), the establishment of a limited liability company or a joint stock limited company shall apply to the relevant registration authority for registration of establishment within 30 days after all shareholders of the company contribute, and submit the documents required for the establishment of the company.
2, the registration authority for examination, license registration. The registration authority examines the applicant's application for establishment registration and the documents submitted, and collects the company's establishment registration fee. Upon examination, if it meets the requirements stipulated in the Company Law of People's Republic of China (PRC), it shall be established and registered, and a business license shall be issued. The company shall be established as of the date when the business license is issued.
Extended data:
The establishment of a company refers to the state that the company can be established according to the statutory procedural requirements and substantive requirements, obtain legal person status and start business. The establishment of a company is to complete the harmony and unity of the establishment of the company and the examination and approval of the relevant competent authorities.
Only when the company's establishment behavior is completed, even if its behavior completely conforms to the relevant procedural and substantive requirements, and has not been approved by the registration authority or the government (some special businesses must be approved by the government), and it is announced, the company can not be regarded as established, can not obtain legal person status, and can not carry out business activities, otherwise it will bear relevant legal responsibilities.
The purpose of standardizing the establishment of companies is to prevent unqualified economic entities from mixing into social and economic life, threatening transaction safety and disrupting social and economic order.
What processes are needed to set up a company? 3 The establishment of a company requires the following procedures:
1. Draft the company name (6 months);
2. Apply to the Industrial and Commercial Bureau for establishment;
3. Obtain a business license. Need to submit the corresponding capital verification report;
4. Apply for seal engraving;
5, to the tax bureau for tax registration certificate.
legal ground
Article 6 of People's Republic of China (PRC) Company Law
To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered.
Article 7
A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the company is the date of establishment of the company.
The company's business license shall specify the company's name, domicile, registered capital, business scope, name of legal representative and other matters.
Article 8
A limited liability company established in accordance with this law must indicate the words limited liability company or limited company in its name.