Detailed process of registering a company
1, company name approval, think of no less than five names as a backup, because there are many small and medium-sized enterprises in major industries, as long as things are repeated, they can't get through. After thinking about the company name, the next step is to go to the industrial and commercial bureau to get a form "Application for Pre-approval of Enterprise Name", fill it out and sign it for all shareholders, and then the staff of the industrial and commercial bureau will systematically review whether there are duplicate names. If not, the industrial and commercial bureau will issue the Notice of Pre-approval of Enterprise Name. (3 working days);
2. When a bank opens a temporary account, it goes to major banks to open a temporary account in the name of the company with the legal person, the original shareholder ID card, the notice of pre-approval of the enterprise name, the shareholder seal and the legal person seal, and shareholders can invest their own share capital in it. As it is a subscription system, there is no need to find a firm to verify the capital;
3. Apply for industrial and commercial business license (three certificates in one). The industrial and commercial bureau holds a set of documents and forms for the registration of the establishment of a new company, fills them in as required, and signs them with the shareholders as legal persons. The notice of pre-approval of enterprise name, site lease contract and original ID cards of all shareholders shall be submitted to the Registration Department of the Administration for Industry and Commerce, and the acceptance documents shall be issued after examination. (Received after 7 working days)
4. Engraving, usually official seal, financial seal, legal person seal and invoice seal (even 3 working days).
5. When a temporary household changes to a basic household, it shall bring all complete certificates, the original and photocopy of the business license (three certificates in one), the original ID card of the legal representative, the official seal, the corporate seal and the financial seal. Go to the bank to handle basic deposit account (received within 5 working days).
The registration in this company is basically completed, and all documents include the original and copy of business license (three certificates in one), bank account opening permit, official seal, financial seal, legal person seal and so on.
Potential risks in the operation of family business
1. The abuse of rights by operators led to the company's economic contraction.
In reality, based on the trust between shareholders, family businesses often entrust the company's business activities to a shareholder, including the management of official seals. However, due to the lack of perfect management system and rights restriction mechanism, the actual operators have too many rights and their own legal awareness is not strong, which is prone to uncontrolled abuse of rights. This includes providing guarantees for others without authorization.
2. Changes in kinship among shareholders affect the company's business decisions.
The shareholders' meeting is composed of all shareholders, exercising their functions and powers according to law, and is the authority of the company. Shareholders have the right to exercise their rights with their shares in accordance with the provisions of the Company Law. Article 38 of the Company Law lists thirteen matters that should be resolved by the shareholders' meeting. Because the family business is based on the family relationship, it depends on emotion to a great extent, so in general, everything is easy to discuss and related matters can be decided quickly and effectively. Once the family relationship changes, it is easy to have no feelings for each other? Everything is non-negotiable? The embarrassing situation has seriously affected the implementation of the company's business strategy and related plans.
3. The operator's marriage crisis leads to equity division.
According to the provisions of the Marriage Law, the property acquired by husband and wife during the marriage relationship shall be jointly owned by husband and wife, unless otherwise stipulated by law or agreed by both parties. If one of the shareholders or the shareholders divorce, it will inevitably split the equity in the normal operation of the company, which will lead to the change of the company's equity structure, even the company's business crisis, and sometimes even a fatal blow. In the marriage crisis, shareholders, especially major shareholders, have to pay considerable time, energy and financial resources to cope with the changes and impacts of marriage and family. The pressure of emotional entanglements and money struggles will have a great impact on companies and entrepreneurs. What if the company is jointly funded by husband and wife? A mom-and-pop shop? The threat of marriage will have a more serious impact on the company. Undoubtedly, the split share has a greater impact on enterprises than the money paid in divorce.
4. Unauthorized disposal of company assets infringes the interests of creditors.
According to the company law, once a company is established, it has an independent personality and independent legal person property rights. The company is liable for its debts with all its property, and shareholders are liable to the company to the extent of their subscribed capital contribution, and enjoy the rights of shareholders according to their capital contribution, enjoy the company's asset income, participate in major decisions and choose managers according to law. However, in the family business, operators often confuse the legal relationship between the company and shareholders with the idea that everything in the company is their own, and even dispose of the company's property by their own subjective consciousness. The legal consequence of this is that this kind of punishment is not only invalid, but also easy to make shareholders liable for compensation or even joint liability for the company's debts because the company's personality is denied.
5. Intimacy and alliance infringe upon the interests of other shareholders.
In the family business, due to the maintenance of marriage and family relationship, it is easier for shareholders with kinship to form a collective, which holds a large share in the company and holds the management, management and decision-making power of the enterprise. Once interest groups are created, the rights of other shareholders who are not family members are often not effectively protected, and even shareholders' right to know about the company is easily deprived, which leads to shareholder disputes affecting the normal operation of the company.
6. The shareholders of the company are inconsistent with the actual investors.
In practice, due to special reasons, real investors are inconvenient or unable to invest directly as shareholders, so they look for others to become nominal shareholders instead of them. Another gentleman's agreement between nominal shareholders and actual shareholders. If the two work well together, they will live in peace and even the company can operate freely. However, once their relationship or feelings change, disputes will arise, which will seriously affect the normal operation and legitimate rights and interests of the company.
What about the risks of family business operation?
(A) pay attention to the legal effect of the articles of association
The Articles of Association is of great significance to the establishment and operation of the company. They are not only the legal requirements for the establishment of a company, but also the basis for its survival. They are formulated by the shareholders' meeting or shareholders' meeting organized by the highest authority of the company according to law, which embodies the rights and obligations between shareholders and the company and belongs to the highest code of conduct of the company. A perfect company's articles of association should stipulate the basic rules of corporate governance, such as the responsibilities and scope of authority of managers, the establishment of internal organizations, the composition of personnel, the rules of procedure, the rights and responsibilities of various institutions, etc. The articles of association can be used as a legal document to bind shareholders, directors, supervisors, managers and other senior management personnel, stipulate the scope of their duties, and play the role of mutual supervision. The company's own articles of association, the company's internal autonomy law. ? As long as the articles of association do not violate the mandatory and prohibitive provisions of the law, they can be used as the fundamental basis for resolving disputes between shareholders, work conflicts between the chairman and the general manager, or other disputes within the company.
In fact, the role of the articles of association has not been valued by the shareholders of the family business. The articles of association that should be different have become a thousand people's side, and many people regard them as official documents for industrial and commercial registration. The Company Law clearly stipulates that companies are allowed to freely agree on the specific contents of the articles of association. For example, the proportion of shareholders' capital contribution can be different from the proportion of voting rights, the proportion of profit sharing can be different from the proportion of capital contribution, and whether there are special requirements for equity transfer. Therefore, from the analysis of legal effect, when the articles of association conflict with the law, the conflicting part of the articles of association will be invalid. And if the contents of the agreement violate the company's articles of association and laws, the agreement will also be invalid. Therefore, the articles of association play an important role in the operation of the company and should be paid full attention to. Do brothers know how to settle accounts? In order to avoid unnecessary disputes or when disputes occur, there can be evidence to follow and rules to follow.
(B) the establishment of the company's shareholders marital property agreement system
According to the family? Blood relatives? And then what? In-laws? Built it? Internal authority? To a great extent, it maintains the corporate governance of family businesses. Once marriage changes, share division and other reasons cause company management confusion, that's almost the same? Pull one hair and move the whole body? . The best way to reduce the negative impact of family business on the company due to marital changes is to take precautions, that is, sign a marital property agreement or a prenuptial property agreement at the time of marriage or after marriage, stipulate which property belongs to * * *, which is personal property, how to divide the property, and publicize it among the shareholders of the company.
In addition, shareholders can also sign relevant agreements with their spouses, companies and other shareholders to protect the rights and interests of the company and related stakeholders, and avoid the potential risks brought about by the change of entrepreneurs' marriage. They can even write down the countermeasures for such shareholders' marriage risks in the company's articles of association, giving the shareholders' general meeting or the board of directors some rights to deal with such incidents, and ultimately protecting the interests of the company and other shareholders. At the same time, can it be prevented? It is difficult for an honest official to break housework? . Because it has been proved that marriage is not only related to personal wealth, but also related to the success or failure of enterprises. Divorce and the subsequent division of property have become obstacles to the development of many enterprises.
(C) the establishment of enterprise legal risk prevention system
The reason why the legal risks of family businesses emerge one after another is that, to some extent, between family businesses? Human touch? Overweight, but weak legal awareness, lack of legal risk prevention awareness and legal risk prevention ability, because the family business? Everything is easy to talk about. As a result, the formulation of rules was ignored, precisely because of family business? Everything is in silence? Therefore, the governance of family enterprises is more complicated than that of non-family enterprises.
Corporate legal risk is different from natural risk. Although the external environmental legal risks caused by policy changes are beyond the control of enterprises, the legal risks caused by the internal environment of enterprises are more controllable and preventable. At this time, it is very important to establish and improve the enterprise system. For example, by establishing a set of systems and processes involving enterprise decision makers, management departments and all employees, we can identify and evaluate legal risks in all aspects of enterprise production and operation management, determine legal risk coping strategies, prevent, control and resolve legal risks, and prevent legal risks before they happen.
Family enterprises should take the establishment of enterprise legal risk prevention system as an indispensable part of enterprise internal control system and pay full attention to it. In this regard, enterprises should set up a special legal service department internally, hire specialized legal personnel to handle all legal affairs or establish an enterprise legal consultant system, hire lawyers as enterprise legal consultants and use them effectively and actively, instead of using legal consultants as decorations, so as to truly reflect the effectiveness of legal consultants and make legal consultants become legal risks of enterprises? Firewall? Not just? Fireman? .
(d) Separation of ownership and management rights of company shareholders
In the early stage of family business, several brothers and sisters or fathers and sons jointly invest, and the rights are highly concentrated on one person, that is, the chairman is the general manager, and shareholders can also realize their rights by controlling ownership. Because family members are owners, operators and other identities, the boundary between family and enterprise is not very clear, and enterprise property and family property are invisibly mixed together. At the same time, the ownership and management right of family business are combined into one business model, that is, the owner runs his own business in person and does not entrust it to professional managers. Although this model has the advantages of high owner's enthusiasm and low operation and supervision costs, it hinders the institutionalization and clarity of family business property rights, and is prone to confusion between company assets and shareholders' personal assets, which eventually leads to the denial of the company's independent personality and the loss of the company's legal attributes. Get what you want? If a son inherits his father's business, it will be easier to ruin the company's future without management ability, at least it will increase the difficulty of making the company bigger and stronger.
In order to develop a family business, the ownership and management rights of the business must be transferred from one party to the other. That is, the owner does not personally run his own business, but entrusts it to people including professional managers, and he retains the ultimate control over the business. This can not only break through the limitation of the owner's children's own ability, but also enable the enterprise to obtain higher economic benefits and reduce the number of operators? Emotional? Even if the hired professional manager is not ideal, you can change people at any time until you are satisfied.
The above is the flow chart of 20 16 registered company provided by Bian Xiao. I hope I can help you.
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