Company Law Case Analysis

Answer and analysis:

(1) Among the 7 promoters, 4 of them are domiciled overseas and do not comply with legal requirements. The "Company Law" stipulates that to establish a joint-stock company, there should be at least 2 but not more than 200 people as promoters, of which more than half of the promoters must have residence in China. However, only 3 of the 7 founders of the company being established in this question have residences in China, and no more than half or half of them are present.

(2) The company’s registered capital is 80 million yuan, and the subscription of 25 million yuan by 7 promoters does not comply with legal regulations. Because in the case of establishment by raising funds, the shares subscribed by the promoters must not be less than 35% of the total number of company shares. In this case, the promoters subscribed for 25 million yuan, which did not meet the 35% ratio requirement.

(3) It is against the law that all capital contributions must be in currency. In order to ensure the determination and enrichment of capital, the Company Law stipulates that in addition to monetary contributions, promoters may also contribute capital in kind, industrial property rights, non-patented technologies, land use rights and other non-monetary properties that can be valued in currency and transferred in accordance with the law. In addition, other shareholders must make monetary contributions. Of course, the physical objects, industrial property rights, non-patented technology or land use rights used as investment must be evaluated and valued, the property verified, and converted into shares. Do not overestimate or underestimate the price.

(4) The promoters decided to set up a special group and issue shares themselves, which is not in compliance with legal regulations. The "Company Law" stipulates that when promoters publicly raise shares from the public, they must be underwritten by a securities company established in accordance with the law and sign an underwriting agreement. Therefore, promoters cannot issue shares themselves.

(5) After paying the share price, the subscriber may not require the promoter to return the share price under any circumstances. This is against the law. Because according to the provisions of the Company Law, if the shares issued have not been fully raised beyond the deadline specified in the prospectus, or if the promoters have not convened an founding meeting within 30 days after the shares are fully paid, the subscriber may The amount paid plus bank deposit interest for the same period is required to be returned by the sponsor.

(6) The founding meeting can be held at a time determined by the promoters based on needs and market conditions, which is not in compliance with legal regulations. Because the "Company Law" stipulates that after the shares are fully paid, the capital verification agency established in accordance with the law must verify the capital and issue a certificate. The promoters shall host a company founding meeting within 30 days. The founding meeting consists of shareholders.

(7) If the company cannot be established, it is inconsistent with the law that the promoters and fully-paid subscribers will jointly bear corresponding legal liabilities. Because the company law stipulates that the promoters of a joint-stock company shall bear the following responsibilities: ① When the company cannot be established, they shall be jointly and severally liable for the debts and expenses incurred by the establishment; ② When the company cannot be established, they shall be responsible for the shares paid by the subscribers , shall be jointly and severally liable for the return of the share capital and the addition of bank deposit interest for the same period; ③ During the establishment of the company, if the company’s interests are harmed due to the fault of the promoters, the company shall be liable for compensation