Flow chart of registered company
The revision of the company law mainly involves the following three aspects: 1. Change the paid-in registration system of registered capital into the subscription registration system.
Except as otherwise provided by laws, administrative regulations and the State Council's decision on the paid-in registered capital of the company, the provisions that the shareholders (promoters) of the company should pay their capital contributions in full within two years from the date of establishment of the company and that investment companies can pay their capital contributions in full within five years have been cancelled; The provision that shareholders of a one-person limited liability company should pay their capital contribution in full at one time was cancelled. Shareholders (promoters) of the company independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association.
Second, relax the registration conditions of registered capital.
Except as otherwise stipulated by laws, administrative regulations and the State Council's decision on the minimum registered capital of a company, the restrictions on the minimum registered capital of a limited liability company of 30,000 yuan (RMB, the same below), a one-person limited liability company of 654.38 million yuan and a joint stock limited company of 5 million yuan have been cancelled. Does this mean that it is possible in theory? One yuan to run a company? ; No longer limit the initial contribution ratio of shareholders (promoters) when the company is established, that is to say, in theory? Zero down payment? ; No longer limit the proportion of shareholders' (promoters') contribution in cash.
Third, simplify the registration items and registration documents.
The capital contribution subscribed by shareholders of a limited liability company and the paid-in capital of the company are no longer registered items of the company. When a company is registered, it is not necessary to submit a capital verification report. The revision of the company law has further lowered the threshold for the establishment of a company, lightened the burden on investors, facilitated the company's access, and provided legal protection for promoting the reform of the company's registered capital registration system.
Procedures and materials for registering a company 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.
Legal effect of registration of legal representative What is the legal effect of registration of legal representative of a company? The legal effect of the legal representative of a company is mainly reflected in two aspects: internal effect and external effect. As one of the personality elements of a company as a legal person, the registered items such as the legal representative of the company are aimed at protecting the third party who has various legal relations with the company. Internally, you must meet the basic qualifications, that is, the position of chairman, executive director or general manager of the company.
The law provides that:
Article 13 of the Company Law stipulates that the legal representative of the company shall serve as the chairman, executive director or manager in accordance with the company's articles of association and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Article 9 of the Regulations on the Administration of Company Registration stipulates that the name of the legal representative is a registered item.
Article 3 of the Regulations on the Administration of Registration of Legal Representatives of Enterprise Legal Persons stipulates that the legal representative of an enterprise legal person (hereinafter referred to as the legal representative) has been approved and registered by the enterprise registration authority and obtained the qualification of legal representative.
The specific legal effect of the company's legal representative registration.
1, external effect
Statutory registration system generally exists based on the system value of publicity and public trust, such as the registration system in property law. The legal representative registration system in company law is no exception. As one of the personality elements of a company as a legal person, the registered items such as the legal representative of the company are aimed at protecting the third party who has various legal relations with the company. Therefore, the primary significance of legal representative registration is to publicize to the external third party as the legal representative of the company. In this sense, registration is one of the effective elements for a specific person to become the legal representative of a company in a complete sense. Without registration, the person cannot effectively act as the legal representative of the company.
Since it is a publicity system, it will inevitably produce the effect of public trust. As far as the legal representative registration is concerned, a third party can rely on this registration to trust that the registered person has the right to represent the company. The Trust shall remain valid until the legal representative changes his registration, including the period from the date when the legal representative is removed from the post of chairman, executive director or general manager to the date when the legal representative changes his registration.
2. Internal effectiveness
Because this kind of registration publicity is aimed at protecting the third party, the registration of legal representative is not binding on the company, shareholders and other senior executives internally. In other words, within the company, after the new legal representative is determined, even if it has not been registered, the new legal representative has been able to replace the legal representative who is still registered within the company, and has obtained effective external representation within a specific scope (such as signing the power to change the original legal representative on behalf of the company).
That is to say, as far as the legal representative is concerned, registration is only a condition for the legal representative to produce external effects; However, in order to have internal effects, you must also meet the basic qualifications, that is, to be the chairman, executive director or general manager of the company. In other words, the registration effect of the legal representative is the same as the third paragraph of Article 32 of the Company Law (that is, the company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it has no effect against a third party. The registration effect of a shareholder is the same as that of a third party. Without registration, it will have no effect against third parties.
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