What information is required for the company to change the equity of the original legal person and t

Please see the detailed introduction of the following procedures and documents to be prepared for the change of legal person of the company.

1. Application process.

1. Bring all the information to the industrial and commercial department under the jurisdiction of the company's registered place to change the license, and receive the license of the new legal representative after 5-10 working days after acceptance.

2. Bring all the information to the Quality Supervision and Administration Bureau to handle the change of the enterprise organization certificate, and collect it after 2-3 working days after acceptance.

3. To the tax department to change the registration certificate, which involves the issue of individual income tax on the transfer of a first right, it is necessary to declare and pay the individual income tax of the shareholders of the equity obtained to the local taxation department, and a new capital verification report must be issued for new shareholders and legal persons.

4. Finally, change the basic account of the company, change the seal and company information reserved in the bank of the company's legal person.

2. Materials to be provided.

1. Application for Change of Registration of Enterprise Legal Person signed by the legal representative (with the official seal of the enterprise);

2. "Certificate of Designated Representative or Co-entrusting Person" (with the official seal of the enterprise) and a copy of the ID card of the designated representative or entrusting person (signed by the person); The specific matters to be entrusted, the authority of the entrusted person, and the period of entrustment should be indicated.

3. Registration Form of Legal Representative of Company (Enterprise) (signed by the person and stamped with the official seal of the enterprise);

4. The dismissal certificate of the original legal representative and the appointment certificate of the new legal representative issued by the competent department (investor) in accordance with the provisions and procedures of the articles of association of the enterprise; The certificate of employment shall clearly state the appointment of the position in accordance with the provisions of the articles of association of the enterprise; If the charter stipulates that the position is vacant and the legal representative of the deputy ** is the legal representative, it shall be clearly stated in the certificate of employment that "the legal representative of the deputy ** shall be the legal representative of the deputy ** as stipulated in the charter".

5. If laws, administrative regulations and decisions stipulate that the change of legal representative must be submitted for approval, a copy of the relevant approval document or license shall be submitted;

6. A copy of the Business License of the Enterprise Legal Person.

Note: These Regulations shall apply to the application for change of registration of the legal representative of an enterprise legal person established in accordance with the Regulations on the Administration of Registration of Enterprise Legal Persons.

The application for change of registration of enterprise legal person, the certificate of designated representative or jointly entrusted person, and the registration form of the legal representative of the company (enterprise) can be obtained through ** or at the administrative organs for industry and commerce.

If the above items are not indicated to be submitted in photocopy, the original shall be submitted.

If a copy is submitted, it shall be marked "consistent with the original" and the enterprise shall affix its official seal.

3. Documents to be prepared.

1. The original copy of the business license;

2. A copy of the ID card of the old and new legal person;

3. an official seal; 4. A resume of the new legal person and the signature of the new legal person;

5. The original articles of association;

6. Original and duplicate of tax registration certificate;

7. The original and copy of the certificate;

Note: A bank account opening permit is not required, as the legal person must go to the bank in person to change the bank.

The change of the company's legal person does not need to call for the first change of equity. Because the legal representative is a position, the rights of shareholders are enjoyed because of the capital contribution. The two have nothing to do with each other, and they are not the legal representative but can also be shareholders of the company, and the legal representative represents the will of the company to the outside world.

[Legal basis].Article 13 of the Company Law.

In accordance with the provisions of the articles of association, the legal representative of the company shall be the chairman, executive director or manager, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

Article 14. The company can set up a branch office. To establish a branch, it is necessary to apply for registration with the company registration authority and obtain a business license. A branch office does not have legal personality, and its civil liability is borne by the company.

A company may establish a subsidiary, which has the status of a legal person and independently bears civil liability in accordance with the law.

Documents required for the change of legal person of the company:

1. Application Form for Change of Company Registration

2. Amendments to the articles of association of the company (signed by all shareholders, stamped with official seals, and the articles of association should indicate whether the chairman, executive directors, managers, and supervisors are adjusted).

3. Resolution of the shareholders' meeting (signed by all shareholders and stamped with official seals).

4. Legal representative registration form (fill in the resume of the company's new legal person, with 1 1-inch barehead**).

5. ID card of the legal representative (original).

6. Original and copy of the company's license (original).

7. ID card of all shareholders (original).

8. The company's official seal.

9. Temporary residence permit of legal person (original), process of change of enterprise legal person and related contents, flow chart of change of enterprise law, application for change of registration of company, acceptance and issuance of registration by the Industrial and Commercial Bureau, organization ** certificate, national tax registration certificate, local tax registration certificate.

Receive the application for enterprise change Lao Pang Xiang (enterprise business license issuing authority).

Industry and commerce acceptance and licensing: (enterprise business license issuing authority).

1. Application for change of registration of the enterprise (stamped with the company's official seal).

2. Proof of the designated representative or co-entrusting person (stamped with the company's official seal).

3. Company change registration review form.

4. Registration form of the company's legal representative (stamped with the company's official seal).

5. The company's directors, supervisors and managers (to be filled in when the legal person serves as the executive director or chairman) (stamped with the company's official seal).

6. The original and copy of the business license of the enterprise (the original can be withdrawn when the new business license is obtained).

7. Resolution of the shareholders' meeting (stamped with the company's official seal).

8. Identity certificate of the new legal person (the copy is stamped with the company's official seal, and the original is brought for verification).

9. The dismissal certificate of the old legal person and the employment certificate of the new legal person (stamped with the company's official seal) will be collected within 7 working days from the next day after acceptance.

Change of organizational structure** certificate.

1. The original and duplicate of the company's organizational structure.

2. The identity certificate of the new legal person (the copy is stamped with the company's official seal and the original is brought for verification).

3. A copy of the new business license (the copy is stamped with the company's official seal and the original is brought for verification).

4. ** ID card (copy stamped with the company's official seal, bring the original for verification).

5. Application for the first certificate of the organization (stamped with the company's official seal).

Changes in national and local taxes.

1. Original and duplicate of original national and local tax certificates.

2. A copy of the new business license (the copy is stamped with the company's official seal and the original is brought for verification).

3. A copy of the ** certificate of the new organization (the copy is stamped with the company's official seal and the original is brought for verification).

4. The identity certificate of the new legal person (the copy is stamped with the company's official seal, and the original is brought for verification).

5. Application form for change of national and local taxation (stamped with the company's official seal).

Legal analysis: The validity of contracts and agreements signed by enterprises with foreign parties does not change due to the change of legal representatives. Because the enterprise itself is an independent legal person, it has independent civil behavior and liability capacity, and also has independent civil behavior and liability rights.

The legal representative is only the representative of the enterprise as prescribed by law, and his actions made on behalf of the enterprise must be borne by the enterprise. If the contract is stamped with the seal of the enterprise, it has no direct relationship with the legal representative, and it can be regarded as an independent act of the enterprise. After the name of the enterprise is changed, it still needs to inherit the rights and obligations of the name change, and the validity of contracts and agreements signed with foreign parties will not be changed as a result.

Of course, for the sake of prudence, a supplementary contract or agreement can be signed to clarify the relationship between the two sides and confirm that the original contract or agreement continues to be valid. The company goes to the industrial and commercial department to collect the relevant ** of the company change application (including the resolution of the shareholders' meeting and the amendment to the articles of association), and fills in or prints the relevant documents according to their requirements and affixes the official seal or the shareholder's signature. Write the shareholder's withdrawal expense sheet and accounting voucher, if it is a share transfer, but also write the shareholder's shareholding receipt and accounting voucher If it is an old shareholder, there is no need to carry out capital verification; If it is transferred to a new shareholder, this part of the invested capital also needs to be verified for capital verification.

Go to the accounting firm to get a "bank inquiry letter". Go to the bank to deposit investment funds: shareholders bring their own part of the money to the bank, the private seal of the legal representative, ID card, money for capital verification, blank inquiry letter**, and deposit the corresponding money into the company's account according to their own capital contribution.

Take all the ** to the accounting firm to issue a capital verification report. All the information will be submitted to the industrial and commercial department, and a new business license will be obtained after three days.

Legal basis: Labor Contract Law of the People's Republic of China Article 33 The change of the name, legal representative, principal person in charge or investor of the employer shall not affect the performance of the labor contract. After the change of the legal representative, the original labor contract is still valid, and there is no need to sign a new labor contract

Company Law of the People's Republic of China Article 142 For shares, the shares held by the promoter shall not be transferred within one year from the date of establishment of the company. The shares issued before the company's public offering of shares shall not be transferred within one year from the date of listing and trading on the company's ** exchange. The directors, supervisors and senior management of the company shall report to the company the shares of the company and their changes, and the annual transfer of shares during their tenure shall not exceed 25% of the total number of shares of the company held by them; The shares of the company held by the company shall not be transferred within one year from the date of listing and trading of the company.

Within half a year after the resignation of the above-mentioned personnel, they shall not transfer the shares of the Company held by them. The articles of association of the company may make other restrictive provisions on the transfer of the shares of the company held by the directors, supervisors and senior management of the company. Entities that are not allowed to engage in profit-making activities as stipulated in the Company Law and other laws and regulations shall not accept or transfer shares of the company, such as commercial empty banks, and banks shall not invest in non-bank financial institutions and enterprises;

The change of the company's legal representative may not be carried out without the transfer of equity. In other words, the resignation of the legal representative is not necessarily accompanied by the transfer of equity. The legal representative of a company is often referred to as a legal person, and a company can only have one legal person, which is generally served by the chairman, executive director, general manager or CEO.

Due to the development of the company's leakage detection bureau or strategic adjustment, the legal person of the company sometimes needs to be changed from one person to another, which is often referred to as the change of legal person. Equity transfer is the legal disposition of the shareholder's own equity, and it is not forcibly changed because of the loss of the identity of the legal representative. In other words, the change of legal representative and the transfer of equity are independent of each other, and it is not necessary and unnecessary to occur at the same time.

Documents to be issued for the change of legal representative: resolution of the shareholders' meeting, application for change of registration, power of attorney, copy of ID card of the new legal representative. Documents to be issued for change of equity:

Resolution of the shareholders' meeting, equity transfer agreement, application for change of registration, power of attorney, amendment to the articles of association. Article 13 of the Company Law The legal representative of the company shall, in accordance with the provisions of the articles of association, be served by the chairman of the board of directors, executive directors or managers, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

Article 25 The articles of association of a limited liability company shall specify the following matters: (1) The name and domicile of the company; (2) The company's business scope; (3) The registered capital of the company; (4) the name or title of the shareholder; (5) The method of capital contribution, the amount of capital contribution and the time of capital contribution of shareholders; (6) The company's organization and its formation methods, powers, and rules of procedure; (7) The legal representative of the company; (8) Other matters that the shareholders' meeting deems necessary to be stipulated.