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Convene the board of directors or the general meeting of shareholders, amend the articles of association, make a resolution to increase the capital2, record the capital increase, and go through the capital verification procedures.
3. Handle the procedures for increasing the registered capital of the Industrial and Commercial Bureau.
4. Go through the procedures for changing the national and local tax.
5. Stamp duty will be subsidized for the capital increase.
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In essence, the main problem to be solved in the construction of the corporate system is the balance of interests among shareholders, and due to the establishment and implementation of the principle of capital majority, small and medium-sized shareholders are in a weak position in the company's interest pattern. Therefore, the New Company Law stipulates a number of provisions aimed at protecting the interests of minority shareholders, and provides them with corresponding legal tools to realize their shareholder rights. A limited liability company is a company with the nature of a joint venture, and generally speaking, shareholders can jointly invest in the establishment of a company to engage in commercial business when they have a considerable relationship of trust, so the company law relies more on the autonomy of will among shareholders when adjusting the relationship between shareholders.
Proceeding from this concept, the Company Law makes extensive use of words such as "if the articles of association provide otherwise, follow those provisions" in the provisions related to the internal governance of limited liability companies. In this way, in a limited liability company, the articles of association and the company law together have become the first to protect the rights and interests of small and medium-sized shareholders, and this article discusses the methods and procedures for protecting the rights and interests of small and medium-sized shareholders from these two aspects. Striving to formulate a fair and reasonable articles of association at the time of the establishment of the company is an important prerequisite for the protection of the rights of minority shareholders in the company.
In China's corporate governance practice, there has always been a habit of emphasizing the company law over the articles of association, and many companies often copy the provisions of the company law when formulating the articles of association, or directly fill in the standard articles of association text provided by the administrative department for industry and commerce, so that the articles of association cannot reflect the specific results of the struggle between the interests of the company's shareholders, and lay a hidden danger for the future major shareholders to infringe on the interests of minority shareholders and disputes between shareholders. Therefore, according to the characteristics of the industry in which the company is engaged, the status of each shareholder in the company, and even the personality characteristics of the shareholders to formulate the articles of association of the company has become the primary task of small and medium-sized shareholders to protect their interests, a good articles of association can not only avoid the deadlock in the process of corporate governance, strengthen the democratic management of the company, and ensure the scientific decision-making of the company, but also provide a variety of effective legal tools for the protection of the rights and interests of small and medium-sized shareholders. At the same time, no one will easily give up the rights or advantages they have already acquired, but it will be easier to reach a compromise during the initial distribution of rights.
In this way, it is easier for the majority shareholders to accept the opinions of the minority shareholders at the beginning of the company's establishment than during the company's operation. Therefore, it is both feasible and necessary for minority shareholders to seek a favorable articles of association during the establishment of the company.
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To increase the registered capital, it is necessary to rewrite the articles of association, and the minutes of the shareholders' meeting and the signatures of all shareholders should be handled by the industrial and commercial bureau.
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The company's procedures and processes for increasing new shareholders, welcome to follow, like, recommend the next wonderful content, please send a private message or ** for business handling, first prepare materials: 1The company entrusts you to handle the power of attorney for the change of registration (standard**, available online**); 2.
Application for Alteration of Recording (Format**Yes**); 3.Resolution of the original shareholders' meeting (A agrees to amend the articles of association; B agrees to the transfer of shares); 4.Shareholder Equity Transfer Agreement; 5.
Resolution of the new shareholders' meeting (not required if the change of shareholders does not involve a change in the legal representative, supervisor, manager, etc.); 6.A copy of the new shareholder's identification card; 7.Appointment documents (not required if the legal representative, supervisor, and manager do not change); 8.
A copy of the copy of the business license. Generally, there are two ways to increase shareholders, the first is to increase capital and shares; The other is that the original shareholder transfers part of the equity to the new shareholder, either way, both parties need to sign a written agreement, and then go through the change registration procedures, and the documents to be submitted include the agreement, the amended articles of association and the application for change of registration. Generally speaking, the second type is more common, and it is enough to go through the equity change procedures directly without going through the capital increase.
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Legal Analysis: The act of increasing shareholders is an act of increasing the capital of a company, and the procedure is as follows:
1. Go to the industrial and commercial office to pick up** and consult related matters;
2. Go to banks and accounting firms for capital verification and capital verification;
3. Go to the industrial and commercial office to handle the capital increase;
4. Go to the bank to cancel the capital verification account and transfer the funds to the basic account;
5. With the newly obtained business license, go to the ** certificate office of the organization for registration and replace the card;
6. Handle the change of tax registration certificate with the newly obtained business license.
According to Article 178 of the Company Law, when a limited liability company increases its registered capital, the shareholders subscribe to the capital contribution of the newly increased capital of Suiwu Ziben, and the relevant provisions on the payment of capital contribution for the establishment of a limited liability company in accordance with this Law shall be executed.
When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.
Legal basis: Article 178 of the Company Law of the People's Republic of China When a limited liability company increases its registered capital, the capital contribution of the shareholders subscribing to the new capital shall be implemented in accordance with the relevant provisions on the payment of capital contributions by the establishment of a limited liability company in accordance with this Law.
When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.
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The company increases its shareholders and wants to arriveThe industrial and commercial department handles the changeFormalities. Moreover, after going through the change procedures, the old bank can increase shareholders by increasing capital and shares, and the original shareholders can transfer part of their equity to the new shareholders.
Increasing the number of materials required for shareholders:
Resolution of the original shareholders' meeting (A agrees to amend the articles of association; B agrees to the transfer of shares);
Shareholder Equity Transfer Agreement;
Resolution of the new shareholders' meeting (if the change of shareholders does not involve a change in the legal representative, supervisor, manager, etc., there is no need to hail);
A copy of the new shareholder's identification card;
Appointment documents (not required if the legal representative, supervisor, and manager do not change);
A copy of the copy of the business license.
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Legal analysis: The procedures for the company to join the new shareholders are: 1. The new shareholders enter into an equity transfer agreement with the original shareholders; 2. The original shareholder transfers the equity, and the new shareholder pays the price; 3. The company changes the register of shareholders and issues equity certificates to new shareholders; 4. The company applies for change of registration.
[Legal basis].Article 71 of the Company Law of the People's Republic of China.
The shareholders of a company with limited liability may transfer all or part of their equity to each other.
The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit their consent on the transfer of equity, and if the other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer.
For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.
Where the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.
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According to the answers to your questions, 1. The request for change of shareholders is the "Application for Change of Company Registration" signed by the legal representative (received, and the company is stamped with the official seal); 2. The Power of Attorney for Enterprise (Company) Application for Registration (received, with the company stamped with the official seal) should indicate the specific entrustment matters and the authority of the entrusted person; 3. The change of shareholders of a limited liability company shall submit the resolution of the original shareholders' meeting (including: the parties to the transfer, the subject matter of the transfer, the amount of the transfer, and the exercise of the preferential right of other shareholders, etc., which shall be sealed or signed by the shareholders (natural person shareholders); A wholly state-owned company limited liability company changes the documents submitted by the investor or authorized by the institution or department to transfer the capital contribution. 4. Sign the agreement; 5. The change of shareholders of a limited liability company shall submit a resolution to the new shareholders' meeting (including:
A new shareholders' meeting is established, the articles of association of the company are amended, and the decision is made on whether to adjust the management organization to be stamped or signed by the shareholders (natural person shareholders); The shareholders of the change of shares shall submit the resolution of the new shareholders' meeting (including: the establishment of the new shareholders' meeting, the amendment of the articles of association, and the decision on whether to adjust the operation and management organization, which shall be sealed by the promoter or signed by the directors attending the meeting). 6. Amendments to the Articles of Association:
A limited liability company is stamped or signed by the shareholders (natural person shareholders); The shares are stamped by the promoter or signed by the directors present at the meeting; A wholly state-owned limited liability company shall be stamped by the investor. 7. Certificate of legal personality or identity of a natural person of the transferee of the new shareholder or promoter or the investor of the wholly state-owned limited liability company; The enterprise legal person submits a copy of the business license; The legal person of the institution shall submit a copy of the registration certificate of the legal person of the enterprise; A copy of the registration certificate of the legal person of the association shall be submitted; Private non-enterprise submits a copy of the certificate of private non-enterprise; The natural person submits a copy of the ID card. If the transferee of the changed shareholder or promoter shares is a foreign-invested enterprise, if the company's business scope is in a field where foreign investment is encouraged or allowed, the transferee of the shareholder or promoter shares of the foreign-invested enterprise shall be suspicious of the submission:
Resolutions of the board of directors unanimously passed by foreign-invested enterprises on investment; A copy of the approval certificate and business license of the foreign-invested enterprise; The capital verification report issued by the statutory capital verification agency that the registered capital has been fully paid; Audited balance sheet of the foreign-invested enterprise; Proof of income tax payment or reduction or exemption of income tax by foreign-invested enterprises; Other materials required by laws, administrative regulations and rules. If the business scope of the company is a foreign-invested enterprise, the shareholder or transferee of the promoter shares of the foreign-invested enterprise shall submit the above-mentioned materials in addition to the above-mentioned materials: the company shall also submit the approval documents of the foreign trade and economic cooperation department at or above the provincial level.
8. If laws and administrative regulations stipulate that the company's change of shareholders or promoters shall be submitted for approval, the approval documents of the relevant departments shall be submitted; 9. Original and copy of the company's business license. Second, the review time is generally speaking, if there is no problem with the documents, it is 5-10 working days.
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The company can increase shareholders in the following ways: 1. The shares can be issued in the first place, and the new shareholders will subscribe for part of the issued shares; 2. The limited liability company can increase the registered capital, and the new shareholders will contribute capital to subscribe to part of the newly added registered capital.
The general process is as follows:
1. Convene a shareholders' meeting and pass the resolution of capital increase;
2. The increased shareholders fulfill their capital contribution obligations;
3. Apply for change of registration at the Industrial and Commercial Bureau. Legal basis: Article 223 of the Company Law provides that when a limited liability company increases its capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions.
However, all shareholders agree not to subscribe for the capital contribution in accordance with the proportion of capital contribution.
When the shares are issued to increase capital, shareholders do not enjoy the right of pre-emption unless otherwise provided in the articles of association.
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