Registered company processes and materials
I. Conditions for Company Registration
1. There must be a company name, that is, a company name such as XX+ City/+Technology/Consulting+Limited Company/Limited Liability Company, which is the full name of the standard company name.
Three forms of company registered name:
(1)xx city+font size+industry characteristics+organization form;
(2) Brand name +xx city+industry characteristics+organization form;
(3) Brand name+industry characteristics +xx city+organizational form.
2. You must have the company's shareholder ID card (copy is also acceptable);
3. Clarify the company's main business, namely, business scope, registered capital, and contribution ratio of each shareholder;
4. There is a registered address of the company, that is, the lease contract (which needs to be registered and filed by the Housing Authority);
5. If it is not the official office address, it is necessary to apply for a temporary site permit, and the Chamber of Commerce and Industry will send someone to check the fire control: install fire extinguishers and emergency lights (7 working days);
Second, the 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.
Third, the company registration materials
1. Application for company establishment registration signed by the legal representative of the company;
2. The certificate of appointed representative or entrusted agent shall be signed by the board of directors;
3. The minutes (submission of offer and establishment) of the shareholders' meeting or the founding meeting signed by the sponsors or the directors present at the meeting are equivalent to the resolutions (establishment) of the shareholders' meeting;
4. Articles of association signed by all promoters or all directors;
5. A copy of the identity document of the natural person;
6. Copies of appointment documents and identity documents of directors, supervisors and managers;
7, the legal representative of the office documents and copies of identity documents;
8. Proof of residence use;
9. Notice of pre-approval of enterprise name.
Company domicile change process
What is the change of company residence?
The company's domicile refers to the company's main business premises confirmed according to law. The change of the company's domicile refers to the change of the company's main business premises and must be registered. Before moving into a new residence, an application shall be made to the company registration authority in the place where it moves, otherwise, it shall not use its change against a third party. After being registered by the company registration authority, a company can only have one domicile. The domicile of a company shall be within the jurisdiction of its company registration authority.
Procedures for changing the company's domicile
Where a company changes its domicile, it shall apply for registration of change before moving into the new domicile, and submit the certificate of use of the new domicile.
Where a company changes its domicile across the jurisdiction of the company registration authority, it shall apply to the company registration authority where it moves in before moving into the new domicile; If it is accepted by the company registration authority in the place where it moves in, the original company registration authority will transfer the company registration file to the company registration authority in the place where it moves in.
Go through the formalities for changing the company's domicile.
Where a company changes its domicile, it shall apply for registration of change before moving into the new domicile, and submit the following documents and certificates:
1. Application for company change registration signed by the legal representative of the company.
2. Resolution of the company's shareholders' meeting. The content of the resolution should be clear: decide to relocate the company and agree to amend the articles of association.
3. Revised articles of association or amendments to articles of association.
4. Certificate of use of the company's new residence.
5. If the change of address involves pre-approval, it shall be reported to the relevant department for approval.
If a financial institution changes its business address, it shall first report to the People's Bank of China for approval; If the business scope involves environmental pollution, it shall be reported to the competent administrative department of environmental protection for approval (catering, song and dance entertainment, metal smelting and other industries involving environmental pollution); Industries with other planned network layout by the state shall be approved by relevant departments (pharmacies, Internet cafes, etc.). ); Industries involving the safety of life and property should be approved by relevant departments (production and operation of dangerous chemicals, gas stations, liquefied gas supply and filling stations, etc.). )
6. Change the power of attorney for registration and the identity and qualification certificate of the client.
7. Original and duplicate of the company's business license.
If the registration authority changes due to the change of address, it shall apply to the company registration authority in the place where it moves in. After the company registration authority of the place where the company moves in issues the opinion of consent to move in, it shall apply to the original company registration authority for file transfer with the certificate of consent to move in. The original company registration authority transferred the company registration file to the company registration authority in the place where it moved in. After that, the industrial and commercial registration authority of the place of immigration shall go through the formalities for approval of change registration according to the regulations.
What conditions do shareholders need to meet to contribute capital by creditor's rights?
Form of creditor's rights investment
1. Creditors convert their original creditor's rights to the company into capital contributions to the company.
2. Creditors convert their claims to third parties into capital contributions to the company.
3. The original shareholders of the company convert their creditor's rights to the company into new capital contributions.
4. The original shareholders of the company convert their creditor's rights to the third party into new capital contributions.
Capital verification matters contributed by creditor shareholders
Creditor's rights and equity contribution are not listed in the Company Law. Certified public accountants should be very cautious when accepting capital verification. The first step is to communicate with the administrative department for industry and commerce in charge of enterprise registration in time before or during the verification, and fully respect the opinions of the registration authority.
In the specific verification, we should check the legitimacy of capital contribution from two aspects: entity and procedure, as well as the legal basis for checking the entity of creditor's rights and equity contribution. But if it is legal in entity, it is illegal in procedure. It is also impossible to verify its investment behavior.
Specifically, it includes a careful examination of:
1. Creditor's rights and equity as registered assets shall not be used for initial investment, but only for subsequent investment or capital increase and share expansion.
2. In the resolutions of the shareholders' meeting and the amendments to the Articles of Association, it should be clear that the modes of capital contribution are creditor's rights and equity.
3. Where the creditor's rights or equity contribution involves a third party other than the investor or the investee, the signature or seal of the investment agreement of the third party shall be obtained as far as possible.
The above is the registration process of security companies provided by Bian Xiao, and I hope it will help you.
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