New company law:the incorporated company establish a way
Establish incorporated company, should adopt to start to establish or collect the way for establishing.《Company law 》 the 78th regulation rule settle:"The incorporated company establishes, can adopt and start and establish or collect the way for establishing".
"Start to establish, mean to be recognized by the sponsor to buy all shares that the companies should publish but establish a company"."Collect to establish, meaning to be recognized by the sponsor to buy companies should publish one part of share, the rest share publicly collects or collects to the particular object but establishes a company to the society".Here so-called"collect to the particular object", Company Formationthen mean to collect capital to contain certain object as for"the definite direction collects" that be so called.
According to 《company law 》the rules of Article 77, establish incorporated company, should have a following condition:
(A)the sponsor match quorum.The sponsor means to prepare to host the person of the foundation joint-stock company business by law.《Company law 》Article 79 explicit rules:Establish incorporated company, should be been sponsors by less than 200 people of more than 2 people.
(Two)the sponsor recognize to buy and the subscribed capital collecting attain the legal capital lowest quota.《Company law 》 the 81th regulation rule settle:The lowest quota of incorporated company registration capital is renminbi is 5,000,000 dollars.The law, administration laws has higher rules to the lowest quota of incorporated company registration capital of and stipulate from it.Therefore, the sponsor recognizes to buy and collects of the subscribed capital should attain renminbi the lowest quota of 5,000,000 dollars or law, administration laws.
(Three)share issue, prepare to host an item to meet law rules.What to point is a sponsor for establishing incorporated company but issue share and preparing to host the other company register affair, have to condition and procedure according to law rules.
(Four)the sponsor establish article of association, the adoption collects a way to establish of should be passed by foundation general assembly.Preparing to host the person of foundation joint-stock company business is a sponsor, therefore, in the process of establishing incorporated company in, the article of association should be established by the sponsor.To with start to establish the way establishes of incorporated company but speech, the all sponsor is an all shareholder;But to with collect the way establishes of joint-stock company but speech, in addition to sponsor, and the other recognizes a ginseng with, therefore, establish article of association, should from the sponsor and the other recognize a foundation general assembly that ginseng adds more than half the number right to votes pass.
(Five)have the company the name, the establishment organization organization according to incorporated company request.The joint-stock company has to have own company name and marks clearly incorporated company or joint-stock company certain context in the name in the company for being mutually distinct with other business enterprises, company.The joint-stock company should also adhere to 《company law 》concerning establishing the general assembly, board of directors,company establishes to need what manager and supervisor will related item of request, the establishment organization organization according to incorporated company request.
(Six)have the company the residence.
New 《company law 》establish a company the system is keep both adjusted for the standard system with standard system by the examination and approval system.The embodiment is in establishing the register of incorporated company, express is establishing the merger, cent that the incorporated company, limited liability companies modify into incorporated company and incorporated company to sign from originally and all needing section or the province class people government approval of passing by authorization in State Department, modify in order to carry on register according to the legal condition, canceled to establish incorporated company the examination and approval system before register.