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Yes. The company's capital increase process.
1) The basic process of the company's capital increase:
1. The resolution of the shareholders' meeting of each shareholder agrees to the capital increase.
2. Modify or supplement the capital increase charter.
3. Invest capital increase funds (or hire an appraisal company to evaluate physical intangible assets).
4. Hire an accounting firm to issue a capital verification report.
5. Handle the registration of a series of changes in industry and commerce, taxation, etc.
2) Precautions for capital contribution:
a. Precautions for Monetary Fund Contribution.
2. Each shareholder shall invest funds according to the proportion of their subscribed capital contributions, and provide the original receipts issued by the bank.
3. The investor must be the investor specified in the articles of association.
b. Precautions for capital contribution with physical and intangible assets (such as trademarks, patents, non-patented technologies, copyrights, land use rights, etc.).
1. The physical objects used for investment are owned by the investor and are not guaranteed or mortgaged.
2. If the capital is contributed with industrial property rights or non-patented technology, the shareholders or promoters shall have the ownership of it.
3. If the capital contribution is made with land use rights, the shareholders or promoters shall have the land use rights.
4. If the registered capital is made with intangible assets as the value, the proportion of the registered capital shall comply with the relevant provisions of the state. (up to 70% of the registered capital).
5. Contributions made in kind or intangible assets must be evaluated and an appraisal report shall be provided.
6. The articles of association of the company shall make provisions on the transfer of the above-mentioned capital contributions, and the transfer procedures shall be handled in accordance with the relevant provisions within six months after the establishment of the company after the investment, and shall be reported to the company registration authority for the record.
What are the procedures for capital increase and share expansion?
1. Sign the shareholders' agreement and other legal documents;
2. Materials to be submitted to the original industrial and commercial registration authority to apply for change of registration and change of registration:
1. The application report stamped by the company;
2. The certificate (power of attorney) of the company's entrusting person and a copy of the client's work card or ID card;
3. Application for change of registration signed by the company's legal representative;
4. The resolution of the shareholders' meeting or the board of directors to increase capital and shares, if it involves the change of the articles of association, the articles of association shall be amended accordingly;
1) Change of registered capital: provide the capital verification certificate issued by a legally qualified capital verification agency or the "State-owned Assets Property Rights Registration Form" issued by the state-owned asset management department; The reduction of registered capital needs to be announced three times;
2) Change of shareholders: A copy of the articles of association, resolution of the shareholders' meeting, resolution of the board of directors, investment agreement (shareholders' agreement), ID card or business license of the new shareholder must be submitted again.
5. If laws and regulations stipulate that it must be approved, the approval documents of the relevant state departments;
6. A full set of registration forms and other materials issued by the industrial and commercial registration authority;
7. Submit the original and copy of the company's "Business License of Enterprise Legal Person" and IC card.
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The process of setting up a new company with equity contribution is similar to that of other countries. Here are the general steps to set up a new company:
1.Decide on a company name: First, you'll need to come up with a name for your new company and do a pre-approval of the name. Make sure that the company name is not duplicated with other company names.
2.Determine the type of company: According to your business needs, choose the right type of company, such as limited liability company, shares****, etc.
3.Determine the registered capital: The registered capital is the capital that shareholders need to invest when the company is established. Usually, the registered capital needs to be determined according to the type of company and the requirements of the local **.
4.Preparation of the articles of association: The articles of association of the company are the basic laws of the company, which stipulate the organizational structure, business scope, and rights and interests of the company.
5.Shareholder capital contribution: Shareholders need to contribute capital to the company based on the ratio of their respective shares. It can be in various forms such as cash, in-kind, intellectual property, etc.
6.Apply for a business license: After completing the above steps, shareholders need to bring relevant documents, such as the articles of association, shareholder identity certificate, capital contribution certificate, etc., to the administrative department for industry and commerce to apply for a business license.
7.Opening a bank account: Shareholders need to choose a bank and open a basic bank account of the company for the management of the company's funds.
8.Tax registration: After the business license is completed, shareholders need to bring the business license, articles of association and other relevant documents to the tax department for tax registration and obtain the tax registration certificate.
10.Intellectual property rights such as registered trademarks and patents: In order to protect the company's brand and products, shareholders may consider applying for registered trademarks, patents and other intellectual property rights.
Please note that these steps may vary depending on local and policy changes. Before setting up a new company, be sure to consult with a local lawyer or a professional lawyer.
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Equity destruction is a non-monetary property contribution, which is the capital contribution of the equity of other companies held by oneself. According to the relevant laws and regulations, the ownership of the equity contribution shall be changed and the company shall be registered. If the equity held belongs to a limited liability company, it shall be approved by the other majority.
Article 27 of the Company Law Shareholders may make capital contributions in monetary terms, as well as non-monetary assets that can be valued in monetary terms, such as physical objects, intellectual property rights, land use rights, etc., which can be valued in monetary terms and can be transferred in accordance with the law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations. The non-monetary property used as capital contribution shall be appraised and verified, and the property shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.
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According to the provisions of relevant laws of China, after the implementation of the new company law, the capital contribution of the company's shareholders has changed from paid-in capital contribution to the subscription system, and shareholders do not need to pay in the company when establishing the company, but only need to subscribe within the specified time limit.
Company Law of the People's Republic of China
Article 23 The following conditions shall be met for the establishment of a limited liability company:
1) The shareholders meet the quorum;
2) The amount of capital contribution subscribed by all shareholders in accordance with the provisions of the articles of association of the company;
3) The shareholders jointly formulate the articles of association of the company;
4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;
5) Have a company domicile.
Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by each of them as stipulated in the articles of association of the company. If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.
If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.
1. Company. The company is a form of enterprise organization that adapts to the needs of the market economy and society, and the needs of large-scale production. A company in China refers to a for-profit legal person established in China in accordance with the Company Law of the People's Republic of China, including a limited liability company and a joint stock company.
The company's unique organizational structure makes the company's capital and operation tend to maximize the benefits and better realize the purpose of investors.
Second, the company's precautions.
The procedural requirements for the establishment of a company include the application for establishment registration, the review of the relevant registration authorities, and the issuance of licenses and registration. China's company registration authority is the administrative organ for industry and commerce. The registration of the company implements the principle of hierarchical jurisdiction.
Application for establishment registration. According to Articles 27 and 82 of the Company Law, the establishment of a limited liability company and shares shall apply to the relevant registration authority for establishment registration and submit the documents to be submitted for the establishment of the company within 30 days after the capital contribution of all shareholders of the company or the completion of the founding meeting of the shares.
The registration authority examines and issues a license for registration. The registration authority shall examine the applicant's application for establishment registration and the documents submitted by it, and collect the registration fee for the establishment of the company. After examination, if the conditions stipulated in the Company Law are met, the establishment registration shall be carried out and the business license shall be issued, and the company shall be established on the date of issuance of the business license.
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