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The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.
Article 23 The establishment of a limited liability company shall meet the following conditions:
1) The shareholders meet the quorum;
2) The shareholder's capital contribution reaches the minimum authorized capital limit;
3) Shareholders jointly formulate the articles of association;
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 24 A limited liability company shall be established with capital contribution from less than 50 shareholders.
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 stipulate.
Shareholders shall sign and seal the articles of association.
Article 26 The registered capital of a limited liability company shall be the amount of capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor shall it be less than the statutory minimum amount of registered capital, and the remaining part shall be paid in full by the shareholders within two years from the date of establishment of the company; Among them, the investment company can be paid up in full within five years.
The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum amount of registered capital of a limited liability company, follow those provisions.
Article 27 Shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with 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.
The monetary contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company.
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Shareholders make capital contributions, and the company is liable with registered capital.
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A limited liability company has the following legal characteristics: (1) A limited liability company is an enterprise legal person, and the shareholders of the company are liable to the company with the amount of their capital contribution, and the company is liable for the company's debts with all its assets. (2) There is a strict limit on the number of shareholders of a limited liability company.
China's Company Law stipulates that the number of shareholders must be less than 50. (3) A limited liability company is a joint venture company, but at the same time it has a strong human cooperation factor. Although a limited liability company is formed on the basis of capital union, the number of shareholders is limited, and the joint destruction is generally carried out on the basis of mutual understanding and mutual trust, so the transfer of its shares is subject to certain restrictions, and the transfer of shares to persons other than shareholders must obtain the consent of other shareholders.
4) The registered capital of a limited liability company shall be subscribed by shareholders in its entirety, and the company's capital shall not be publicly raised from the public. (5) The conditions, organizational structure and establishment procedures of a limited liability company are relatively simple and flexible compared with those of shares. Article 23 of the Company Law stipulates that the establishment of a limited liability public wheel section division shall meet the following conditions:
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) Shareholders jointly formulate the articles of association; 4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company; 5) Have a company domicile.
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Exam Coaching: What is a Limited Liability Company? What are its legal features?
A limited liability company refers to an enterprise legal person that complies with the provisions of the law and is established with the capital contribution of shareholders, and the shareholders are liable to the company to the extent of their subscribed capital contributions, and the company is liable for the company's debts with all its financial assets.
A limited liability company has the following legal characteristics:
1) A limited liability company is an enterprise legal person, and the shareholders of the company shall be liable to the company to the extent of their subscribed capital contributions, and the company shall be liable for the debts of the company with all its property;
2) The number of shareholders is less than 50;
(3) A limited liability company is a joint venture company, but at the same time it has a strong human cooperation factor. The number of shareholders of the company is limited, they generally know each other, have a certain degree of trust, and the transfer of their shares is subject to certain restrictions, and the consent of other shareholders is required for the transfer of shares to persons other than shareholders;
4) A limited liability company cannot raise capital from the public and cannot issue **;
5) The conditions for the establishment of a limited liability company are relatively simple and flexible compared to those of shares.
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Limited liability company (****) is the most important organizational form of China's enterprises to implement the company system, which refers to the registration in accordance with the provisions of the Regulations of the People's Republic of China on the Administration of Company Registration and Judgment. Its advantage is that the establishment procedure is relatively simple, there is no need to issue an announcement, and there is no need to publish accounts, especially the company's balance sheet is generally not disclosed, and the company's internal organization is flexible.
Its disadvantage is that it cannot be publicly issued, and the scope and scale of raising funds are generally relatively small, which is difficult to meet the needs of large-scale production and business activities. Therefore, the form of limited liability company (****) is generally suitable for small and medium-sized non-joint-stock companies.
For entrepreneurship, a limited liability company is a more suitable type of enterprise for entrepreneurship, and most of the investment and financing plans and VIE structures are designed based on a limited liability company.
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1. The essential feature is that the shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions.
2. The legal characteristics are: the minimum amount of registered capital of the limited liability company is RMB 30,000.
3. The general characteristics are:
First, the limited liability company is created on the basis of the eclectic advantages of both the unlimited company and the shares, which unifies the human compatibility and the capital cooperation.
Second, all the assets of a limited liability company do not need to be divided into equal shares, and shareholders only need to contribute capital in accordance with the proportion of capital contribution determined in the agreement, and enjoy rights and assume obligations in this proportion.
Third, because a limited liability company has a certain degree of personal compatibility and is based on a certain trust between shareholders, the number of shareholders should not be too large. The Company Law stipulates that there are 2-50 people.
Fourth, a limited liability company can only raise shares within the scope of investors, and the company shall not raise funds through public offerings; The fifth is that the capital contribution certificate of the limited liability company cannot be transferred and circulated;
1. The essential feature is that the shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions.
2. The legal characteristics are: the minimum amount of registered capital of a limited liability company is RMB 30,000.
3. The general characteristics are:
First, the limited liability company is created on the basis of the eclectic advantages of both the unlimited company and the shares, which unifies the human compatibility and the capital cooperation.
Second, all the assets of a limited liability company do not need to be divided into equal shares, and shareholders only need to contribute capital in accordance with the proportion of capital contribution determined in the agreement, and enjoy rights and assume obligations in this proportion.
Third, because a limited liability company has a certain degree of personal compatibility and is based on a certain trust between shareholders, the number of shareholders should not be too large. The Company Law stipulates that there are 2-50 people.
Fourth, a limited liability company can only raise shares within the scope of investors, and the company shall not raise funds through public offerings; Fifth, the capital contribution certificate of the limited liability company cannot be transferred and circulated;
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