Establishment and registration
A limited liability company is established in accordance with the provisions of the "Company Law" and is jointly invested by shareholders who meet the quorum. The shareholders are limited to the amount of their capital contribution. The company is liable and the company is a corporate legal person that is responsible for the company's debts with all of its assets.
1. To establish a limited liability company, the following conditions should be met:
(1) The shareholders meet the quorum; the company should be jointly funded by two or more but not more than fifty shareholders*** ; (Except for wholly state-owned companies)
(2) The shareholder’s capital contribution reaches the minimum statutory capital limit:
1. The registered capital of a company mainly engaged in production and operation shall not be less than RMB 500,000 .
2. The registered capital of a company mainly engaged in commodity wholesale shall be no less than RMB 500,000.
3. The registered capital of a company mainly engaged in commercial retail shall be no less than RMB 300,000.
4. The registered capital of technology development, consulting and service companies shall not be less than RMB 100,000.
(3) Shareholders must jointly formulate articles of association;
(4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;
( 5) Have fixed production and operation sites and necessary production and operation conditions.
2. To establish a limited liability company, documents and certificates that should be submitted:
(1) Company establishment registration application signed by the chairman of the company;
( 2) Proof of the designated representative or authorized agent of all shareholders;
(3) Articles of Association:
1. The Articles of Association should be approved by all shareholders; legal person shareholders must add It must be stamped with the official seal and signed by the legal representative; if the investor is a natural person, it must be signed by him/herself.
2. For the content of the articles of association, please refer to the "Reference Format of Articles of Association of a Limited Liability Company".
(4) Capital verification certificate (report) issued by a legally qualified capital verification agency:
1. Shareholders can invest in currency, or in kind, industrial property, or non-patented technology , Land use rights are valued and contributed. The physical objects, industrial property rights, non-patented technologies or land use rights used as investment must be evaluated and valued, and the property must be verified, and must not be overestimated or underestimated. The amount of capital contribution based on industrial property rights and non-patented technology shall not exceed 20% of the registered capital of a limited liability company, except where the state has special regulations on the use of high-tech achievements.
2. Shareholders who make monetary contributions shall deposit the full amount of their subscribed capital into a special account designated by the industrial and commercial department. (Before the establishment of the company, no unit or individual may use the "special account"
3. If a shareholder makes a non-monetary investment, an appraisal agency with appraisal qualifications must issue an appraisal report. If the appraised property involves state-owned assets, the appraisal report shall be issued by the appraisal agency. The state-owned assets management department shall conduct a confirmation assessment and issue a confirmation letter; if a shareholder makes an investment based on land use rights, a land price assessment agency certified by the land management department must issue an assessment report.
4. Shares held by the largest investing shareholder. The amount shall not exceed 95% of the company’s registered capital.
(5) Legal person qualification certificate or natural person identity certificate of the shareholder;
(6) State the names of the company’s directors, supervisors and managers. Documents of residence and proof of appointment, election or employment;
(7) Documents of appointment and identity certificate of the company’s legal representative. The legal representative should truthfully fill in the resume and submit a copy of his or her ID card; if If you are a person from other places, you should submit a copy of the temporary residence permit valid for one year;
(8) Notification of pre-approval of company name;
(9) Proof of use of company residence; (see table 6)
(10) If the business scope involves projects that must be submitted for approval according to laws and regulations, approval documents from relevant national departments must be submitted.
Key points for company change registration
p>When a company's registration matters change, it should apply for change registration to the original registration authority.
1. When applying for change registration, the following documents and certificates should be submitted:
(1) Change registration application signed by the company’s legal representative;
( 2) Resolutions of the shareholders’ meeting or the board of directors;
(3) Relevant documents and certificates. When the company's registration change involves modifying the company's articles of association, a new company's articles of association or an amendment to the company's articles of association should be submitted.
2. If a company changes its name, it must apply for change registration within thirty days from the date the change resolution is made.
3. If a company changes its domicile, it should apply for change registration before moving into the new domicile and submit a certificate of use of the new domicile.
4. The company shall change its legal representative within thirty days from the date of making the change resolution. A wholly state-owned company shall change its legal representative within thirty days from the date of appointment or dismissal by a state-authorized investment institution or state-authorized department. Apply for change of registration within 10 days, and submit relevant appointment and removal documents, the identity certificate of the new legal representative and other relevant documents.
5. When a company changes its registered capital, it must submit a capital verification certificate issued by a qualified capital verification agency. When a wholly state-owned company increases or decreases its registered capital, it shall also submit the decision of the state-authorized investment institution or state-authorized department. When a company increases its registered capital, it shall apply for change registration within thirty days after the share capital is paid in full. When reducing the registered capital, the company shall not be able to apply for change registration until the date of making the resolution to reduce the registered capital, and shall submit the company's three announcements in municipal newspapers within thirty days, and the debt shall be paid off ninety days after the first announcement. or a description of debt security.
6. If a company changes its business scope, it must apply for change registration within 30 days from the date the change resolution is made. If a change in the company's business scope involves national laws and administrative regulations that require approval by the relevant state departments, the company should apply for change registration within 30 days from the date of approval by the relevant state departments and submit the approval documents.
7. If a limited liability company changes shareholders, it should apply for change registration within 30 days from the date of change of shareholders, and should submit the legal person qualification certificate of the new shareholder (the legal person should also submit the balance sheet of the previous month or the asset audit report of the previous month) or the identity certificate of the natural person. The changed number of shareholders of a limited liability company shall comply with the provisions of national law. If a shareholder of a limited liability company changes his or her name, he or she must apply for change registration within thirty days of the change.
8. If the modification of the company's articles of association does not involve registration matters, the company shall submit the revised articles of association to the company registration authority for review and filing.
9. When there are changes in the directors, supervisors and managers of the company, they should be filed with the company registration authority.
10. If the company registration matters retained due to merger or division change, you should apply for change registration; for a company dissolved due to merger or division, you should apply for deregistration; for a company newly established due to merger or division A company should apply for company establishment registration. When a company is merged or divided, a debt settlement report or debt guarantee certificate, company creditor's rights and debt inheritance certificate or agreement should be submitted. The merger or division of a wholly state-owned company shall be submitted to the decision of the state-authorized investment agency or state-authorized department.
Key tips for company deregistration
1. If any of the following circumstances occurs, the company liquidation team shall apply for deregistration to the company’s original registration authority within thirty days from the date of completion of the company’s liquidation. Registration:
(1) The company is declared bankrupt;
(2) The business period stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the company's articles of association occur;
(3) The shareholders' meeting resolves to dissolve;
(4) The company needs to be dissolved due to merger or division;
(5) The company is ordered to close according to law.
2. To apply for cancellation of registration, the following documents and certificates should be submitted:
(1) Application for cancellation of registration signed by the person in charge of the company’s liquidation team;
( 2) Relevant documents related to a court ruling on bankruptcy, a resolution of the company’s shareholders’ meeting (a wholly state-owned company is a state-authorized investment institution or a decision of a state-authorized department), or an administrative agency’s order to close down;
(3) After approval by the shareholders’ meeting Or a liquidation report confirmed by the relevant competent authority; (see sample for details)
(4) Original and duplicate business license;
(5) Other documents that should be submitted as required by laws and administrative regulations ; and go to the Industrial and Commercial Bureau to complete the registration procedures 90 days after the first announcement.
(6) Samples (original) of three announcements published by the company’s liquidation team in newspapers;
(7) Tax payment certificate issued by the tax department.