what are the conditions for the establishment of a joint stock limited company
1. The promoters meet the statutory qualifications and reach the statutory number
The qualifications of promoters refer to the qualifications obtained by promoters to establish a joint stock limited company according to law. The promoters of a joint stock limited company may be natural persons or legal persons, but more than half of the promoters must have domicile in China.
to establish a joint stock limited company, a quorum must be reached, and there should be at least two promoters and at least 2 promoters. When a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than 5, but it shall be established by offering. It is an international practice to set the minimum number of sponsors to set up a joint stock limited company. If the minimum amount of promoters is not stipulated, one is that there are too few promoters to fulfill their obligations, and the other is to prevent a few promoters from harming the legitimate rights and interests of other shareholders. There is no need to stipulate the maximum amount of sponsors.
II. The share capital subscribed by the promoters and publicly offered to the public reaches the statutory minimum
A joint stock limited company must have basic responsibility ability. In order to protect the interests of creditors, the establishment of a joint stock limited company must reach the statutory capital. The minimum capital of a company limited by shares in China shall not be less than 5 million yuan. Where the minimum registered capital of a joint stock limited company with specific requirements needs to be higher than the above minimum, it shall be stipulated separately by laws and administrative regulations.
promoters can make capital contributions in cash, or they can make capital contributions in kind, industrial property rights, non-patented technologies and land use rights at a fixed price. The promoters shall pay cash when making capital contributions in cash. When the promoters make capital contribution with other property rights other than currency, they must evaluate the price, verify the property and convert it into shares, and shall go through the transfer procedures of their property rights according to law, and transfer the property rights to the company together with the promoters.
iii. the issue and preparation of shares comply with the legal provisions
the issue and preparation of shares comply with the legal provisions, which is the principle that must be followed in establishing a joint stock limited company.
the issuance of shares refers to the legal act of selling and raising shares in order to raise company capital when a joint stock limited company is established. The issuance of shares mentioned here is the establishment of shares, which is the act of issuing shares in the process of establishing a company in order to form a joint stock limited company and raise the capital needed to form a company. The issuance in the establishment stage can be divided into two types: initiating establishment issuance and offering establishment issuance. Initiate the establishment and issuance, that is, all shares are subscribed by the promoters, and no public recruitment is allowed. Recruitment, establishment and issuance means that the promoters only subscribe for part of the shares, and the rest are openly recruited to the public. The capital of a joint stock limited company is divided into shares, and the amount of each share is equal. The shares of the company are in the form of restricted shares. The issuance of shares shall be based on the principles of openness, fairness and justice, and the shares must have the same rights and interests. The shares issued at the same time, the issuance conditions and the issuance price of each share shall be the same.
where a joint stock limited company is established by way of sponsorship, the promoters shall pay all the shares immediately after they have fully subscribed the shares as stipulated in the articles of association and issued.
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 rest shall be offered to the public. When the promoters offer shares to the public, they must be approved by the securities management department of the State Council in accordance with the law, announce the prospectus, make a subscription book, be underwritten by the securities business institution approved by law, sign an underwriting agreement, sign an agreement with the bank to collect and keep the shares, and issue a receipt to the subscribers.
The prospectus shall specify the following items:
(1) The number of shares subscribed by the promoters;
(2) par value and issue price of each share;
(3) the total number of bearer shares issued;
(4) rights and obligations of subscribers;
(5) the starting and ending period of this offering and the explanation that the subscribers can withdraw the subscribed shares when the subscription is overdue.
iv. The articles of association of a company limited by shares formulated by the promoters and adopted by the founding meeting are important documents of a company limited by shares, which stipulate the most important matters of the company. It is not only the basis for the establishment of the company, but also the code of conduct for the company and its shareholders. Therefore, although the articles of association are formulated by the promoters, if a joint stock limited company is established by offering, a founding meeting composed of subscribers must be held and passed by the resolution of the founding meeting.
V. Having a company name and establishing an organization meeting the requirements of the company
A company limited by shares must have a name as a legal person. The company name must comply with the relevant provisions on the administration of enterprise name registration, and the name of a joint stock limited company should also be marked with the words "joint stock limited company".
A joint stock limited company must have a certain organizational structure to manage the company internally and represent the company externally. The organization of a joint stock limited company is the shareholders' meeting, the board of directors, the board of supervisors and the manager. The general meeting of shareholders makes a resolution; The board of directors is the executive body to implement the resolutions of the company's shareholders' meeting; The board of supervisors is the supervisory body of the company, which supervises the activities of directors, managers and the company according to law; The manager is appointed by the board of directors to preside over the daily production, operation and management of the company and organize the implementation of the resolutions of the board of directors.
VI. Having a fixed place for production and business operation and necessary conditions for production and business operation
Thus, it can be seen that starting a company is not simply about industrial and commercial registration, especially there are six specific provisions on the conditions for the establishment of a joint stock limited company. To start a joint stock limited company, it is necessary to meet the above conditions, but this is only the most basic prerequisite for the establishment of the company. Then there are the shareholders' meeting, the board of supervisors and other related issues that need to be dealt with.
if you have any other questions about the conditions for the establishment of a joint stock limited company, you can directly consult Mande Enterprise Service.