Notes On Registration Of Limited Liability Companies

First, applicants must read the company law and the regulations on the administration of company registration before applying for registration of limited liability companies.

The applicant shall be the designated representative or jointly appointed agent of all shareholders.

Two, the establishment of a limited liability company must have the following conditions: 1, shareholders meet the quorum.

A natural person, a legal person or a state (as a shareholder in a state authorized investment institution or department to exercise shareholder rights) can become a shareholder of a limited liability company.

In addition to wholly state-owned limited liability companies, the number of shareholders must be two or more or less than fifty.

2, shareholders' contribution must reach the statutory capital minimum.

The twenty-third provision of the company law stipulates that the registered capital of a limited liability company shall not be less than the following minimum limit: the company whose production and operation is mainly RMB five hundred thousand yuan; the company which mainly sells the goods is RMB five hundred thousand yuan; the commercial retail oriented company is RMB three hundred thousand yuan; the scientific and technological development, consulting and service company is RMB one hundred thousand yuan.

Registered capital is the amount of capital actually paid by all shareholders registered in the company registration authority.

3, shareholders must make joint articles of association.

The articles of association stipulate the type, status, organization, capacity, responsibility, and normative document of the company's internal and external relations. It is a rule of conduct that shareholders and company employees must abide by.

The contents of the articles of association must conform to the provisions of the twenty-second article of the company law concerning the contents of the articles of association.

4, the company must have its own name and establish an organization that is in line with the requirements of a limited liability company.

When a company sets its name, it must comply with the provisions of laws and administrative regulations. The company name should consist of four parts, namely, administrative division + character + industry characteristics + limited liability company.

In a limited liability company, except for a wholly state-owned company without a shareholders' meeting and a board of directors, other companies shall establish a shareholders' meeting, a board of directors, an executive director, a board of supervisors (or a supervisor), and a three level organization.

5, the company must have a fixed production and operation place and necessary production and operation conditions.

Three, application for registration limited liability company shall be handled according to the following procedures: (1) the application name is pre approved 1, and the application name is pre approved, the following documents shall be submitted: (1) the certificate of the designated representative or jointly entrusted agent of all shareholders (Table 1).

Application for advance approval of company name (form two) signed by all shareholders (2). (3) the certificate of legal personality of a shareholder or the identification of a natural person.

If a shareholder is an enterprise legal person, he shall submit a photocopy of the business license of the enterprise legal person and affix a business registration special seal issued by the original license issuing organ.

If a shareholder is a legal person, a copy of the registration certificate of enterprise legal person shall be submitted.

If a shareholder is a corporate body, a copy of the registration certificate of a corporate entity shall be submitted.

If a shareholder is a natural person, he shall submit a copy of his identity card.

(4) other documents required by the company registration authority.

The company registration authority shall make a decision of approval or rejection within ten days from the date of receipt of all application documents.

Decides to approve the issuance of the notice of pre approval of the company name (table three).

2, the application name should be approved in advance. We should pay attention to the following items: (1) the laws and administrative regulations stipulate that the establishment of a limited liability company must be submitted for examination and approval or the items that must be reported and approved by laws and administrative regulations in the company's business scope. The company's name should be pre approved before submitting the trial and approval, and the company's name should be submitted to the company for approval.

The retention period of the company name is 2 months. The reservation period is 6 months.

For more than 6 months, the name automatically fails.

(3) the name of a company previously approved shall not be used for business activities and shall not be pferred during the retention period.

During the period of retention, the shareholder requests to change the name of the company that has been approved in advance, and shall return it to the original company's pre nuclear hard and unloaded book, and apply for the pre approval of the company name again.

(5) the applicant can set up a temporary account with the bank on the basis of the pre approval notice of the company name.

(6) the name of the company used in the company registration documents submitted by the applicant company when registration is set up must be consistent with the name approved in advance.

(7) the shareholders of the applicant company are not in conformity with the shareholders whose names are pre approved and registered, and the names of the companies that are pre approved are invalid.

The name of a company that has been approved in advance will not be in conformity with the company's conditions set up at the time of its actual establishment. (8) the name of the company that has been approved is invalid.

(two) the applicant company set up a registration system of 1, and applied for the establishment of a limited liability company. The following documents should be submitted: (1) an application for registration of incorporation signed by the chairman of the company (table four).

(2) the proof of all shareholders' designated representatives or jointly entrusted agents (Table 1).

(3) the legal personality certificate of the shareholder or the identity certificate of the natural person.

A certificate of verification issued by a capital verification institution with a statutory qualification shall be issued (4).

Accounting firms and auditor offices with legal personality shall be registered with the registration authority.

When a shareholder makes a capital contribution in kind, he shall submit an asset assessment report issued by the institution that has the qualification to assess it, which is also a confirmation letter issued by the state assets administration department that belongs to the state capital.

If a shareholder makes a contribution to the land use right, he shall submit the evaluation report issued by the institution with the qualification of land appraisal and the confirmation letter issued by the land administration department.

If a shareholder is invested by industrial property or non patented technology, he shall submit the price basis or report of industrial property and non patented technology, and be approved by all shareholders.

If the state capital is invested, the investment certificate of the state asset management department shall be submitted.

(5) the articles of association of the company.

The articles of association shall specify the name and domicile of the company, the company's business scope, the registered capital of the company, the name and name of the shareholders, the rights and obligations of the shareholders, the way of capital contribution and the amount of capital contributed by the shareholders, the conditions for the shareholders to pfer the capital contribution, the company's organization and its production, its functions and powers, the rules of procedure, the legal representative of the company, the reasons for the dissolution of the company, the liquidation method, and other matters that the shareholders deem necessary.

The articles of association shall be signed and sealed by all shareholders.

A document containing the names and domiciles of directors, supervisors and managers of a company, as well as certificates relating to appointments, elections or appointments, shall be submitted to the directors, supervisors and managers, and a copy of the identity card of the directors, supervisors and managers shall not be held as a director, supervisor or manager of the company in the fifty-seventh of the 6 companies act.

According to the provisions of the company's articles of association, submit corresponding certificates for appointment, election and employment.

(7) company's legal representative's service document and identity certificate.

In accordance with the method of formation of the legal representative stipulated in the articles of association of the company, the relevant appointment documents shall be submitted.

One of the fifty-sixth articles of the company law shall not be a legal representative.

Identification refers to the copy of the identity card of the legal representative.

(8) the pre approval notice of the company name (table three). (9) the certificate of residence of the company.

The certificate of residence refers to the valid proof of the property right of the house or the ownership of the property.

The rental housing also includes the housing agreement or contract directly signed by the owner and the owner of the house.

(10) the law and administrative regulations stipulate that the establishment of a limited liability company must be submitted for examination and approval, and the relevant department's approval documents should be submitted.

A limited liability company, such as seed, food, medicine, veterinary medicine and tobacco monopoly, must be examined and approved.

(11) the legal person shareholder shall submit an application for registration of the enterprise's balance sheet last month.

(12) other materials required by the registration authority.

2, applicant company registration should pay attention to the following items: (1) the company's documents should be original.

If a company's articles of association do not conform to the provisions of laws and administrative regulations, the registration authorities shall have the right to request amendments. If the applicant refuses to make amendments, the application for registration of the company will be rejected. 2.

The company's articles of association are 3 copies in two copies. After being examined by the registration authority, the company will return the company's articles of association with a "record keeping chapter".

(4) the company registration authority shall issue to the applicant the notice of acceptance of company registration after receiving all the documents submitted by the applicant.

(5) the company registration authority shall make a decision of approving registration or not registering within 30 days from the date of issuing the notice of acceptance of company registration.

(three) the applicant receives the business license of the enterprise legal person and pays the registration fee.

After receiving the notice of registration and approval of the registration organ, the applicant shall receive the business license of the enterprise legal person and pay the registration fee according to the time and requirements in the notice.

The registration fee is paid by 1/1000 of the total registered capital, and the registered capital exceeds 10 million yuan, and the excess part is paid by zero point five of the total amount. The registered capital exceeds 100 million yuan, and more than part of the registration fee is no longer paid.