1. Is it risky for the company to register funds in a temporary account?
A: The temporary bank is the bank designated by the Industrial and Commercial Bureau. After the company is opened in basic account, it will be transferred to basic account. The money in the temporary account cannot be taken away, but can only be returned (shareholders can only return it in person).
Registered capital needs to be deposited in an account to issue a capital verification report, but now the registered company's funds are not in place, and the registered capital has been changed to a subscription system nationwide, and no funds were in place in the early stage. The subscribed capital will have a subscription period of 30 years at the longest, which means that the company can register and operate first, and 30 years of registered capital is enough, and capital can be injected at any time. If the company needs to be cancelled after several years of operation, it can be submitted through normal cancellation procedures, and it is not necessary to inject registered capital into the account for capital verification. At present, the threshold for venture capitalists is still very favorable, and registered companies do not need to deliberately consider the issue of registered capital.
2. What should be stated in the articles of association of a registered company?
A: The articles of association are the basic rules and basis of the company's organizational structure, internal relations and business activities. To establish a company, the articles of association must be formulated according to law. The articles of association is the first criterion to regulate the relationship between shareholders and within the company, which is equivalent to the contract between the promoters or shareholders of the company, and is binding on shareholders, shareholders' general meeting, board of directors, board of supervisors and other company organs and their members derived from shareholders' interests.
Secondly, the company's articles of association are the basis for regulating the relationship between the company and the third party and the government's supervision and management of the company. In order to safeguard the interests of third parties and the safety of social transactions, the main contents of the articles of association of the company, such as the company's domicile, legal representative, registered capital, business scope, names of shareholders or promoters, etc., should be available for public inspection. The administrative department for industry and commerce may also supervise and manage the company according to the articles of association registered according to law. Theoretically, and in the laws of some civil law countries, the articles of association are divided into mandatory clauses and arbitrary clauses, and the mandatory clauses are divided into absolute mandatory clauses and relative mandatory clauses. Required items refer to the items that must be recorded in the articles of association according to law. Without any of them, the articles of association are invalid and the company registration authority will not register them.
Company name, domicile, business nature or business scope, registered capital, total number of shares and amount per share of the joint-stock company, names of shareholders or promoters, legal representative of the company, notice and announcement methods of the joint-stock company, etc. It is an indispensable clause in the articles of association of the company. The relatively necessary recorded items refer to the clauses that are not recorded in the articles of association and do not affect the effectiveness of the articles of association. If there is no such clause, only the matters that are not recorded will not take effect, or the specific provisions of the law can be applied; When this is recorded in the company's articles of association, the recorded terms have legal effect. For example, according to China's Company Law, whether a limited liability company establishes a board of directors and a board of supervisors, the term of office of directors, the discussion and voting procedures of the board of directors, and the composition of the board of supervisors are all necessary matters recorded in the company's articles of association.
Arbitrary recorded items refer to the provisions that are not stipulated or required by the law, and are completely recorded in the articles of association according to the needs of the parties without violating the law and public morality. Such as hiring perennial legal counsel, purchasing materials and product sales, issuing corporate bonds, and withdrawing any provident fund.
Articles 22 and 79 of China's Company Law respectively list the matters that should be recorded in the articles of association of a limited liability company and a joint stock limited company, including the rights and obligations of shareholders, the conditions for the shareholders of a limited liability company to transfer their capital contribution, the functions and powers of the shareholders' (general) meeting and the board of directors, the functions and powers of the board of supervisors, the convening and resolution methods of the board of directors of a joint stock company, the reasons for the dissolution of the company and the liquidation methods. Because the law clearly stipulates that if there is no special agreement in the articles of association, the legal provisions can be applied.
3. The difference between individual industrial and commercial households and limited companies
A: A limited company is liable for its debts with all its assets, and shareholders are liable with their capital contributions. Individual industrial and commercial households bear unlimited liability for debts. Individual industrial and commercial households do not have legal personality. A limited company has legal personality.
4. Difference between paid-in registered capital and subscribed registered capital
A: After the revision of the new company law, the word subscription is widely used in the company law. Before the revision of the company law, it was very laborious to set up a company. There are requirements not only in the amount of registered capital, but also in the form of capital contribution. It used to be paid-in capital contribution, but now it is subscribed capital contribution, which is also one of the biggest reforms. But what is payment and what is subscription?
2 103 before the revision of the company law. The registered capital of a company is needed, not only in amount, but also in form. Investors are required to register with the industrial and commercial bureau only after they have paid in their capital. After the new company law came into effect, the requirements for the establishment conditions of the company were greatly relaxed. Only a few industries require registered capital and the form of capital registered by companies. The minimum registered capital of companies in most industries has been revoked, which is why we can set up a company with one yuan. And the form is no longer that you have to pay in, but that you can explain how much you have invested first, and then you can register the company. Subscription and payment are almost two opposite concepts. Many promoters did not have enough funds as registered capital at the beginning of the company's establishment, but according to the company law, the industrial and commercial bureau will not register without the funds that actually meet the requirements. Therefore, these promoters will cross the ocean to show their magical powers, some will look for investors, and some will only look for bank loans. But in any case, the amount of registered capital written in the business license must actually exist in the company account, and timely part of the funds will not be needed at first. But subscriptions are completely different. Liquidity is equivalent to shareholders writing an IOU to the company. Shareholders can report their own capital contribution first, and can deposit the funds into the company account within a certain period of time. The reason why the country dares to relax like this is entirely in the policy of finding enterprises and expanding the market.
5. What are the responsibilities of the shareholders of a registered company?
A. Abide by the articles of association;
B. Pay the subscribed capital contribution on schedule;
C. assume limited liability for the company's debts; Shareholders of a limited liability company are only indirectly liable for the company's debts to the extent of their capital contribution, that is, shareholders do not have to be liable for the company's debts with their own personal property.
D, contribution to fill the obligation; Under the following circumstances, the shareholders of a limited liability company shall bear the obligation of capital contribution: when the company is established, if the shareholders make capital contribution in kind, industrial property rights, non-patented technology and land use rights instead of money, and the actual price after evaluation and pricing is obviously lower than the price evaluated in the company's articles of association, the contributing shareholders shall make up the difference, and other shareholders shall bear joint and several liabilities.
E. additional capital contribution obligations; Additional capital contribution means that in addition to their respective capital contributions, the shareholders' meeting can also make a resolution to require shareholders to pay more than their capital contributions. The obligation of additional capital contribution is one of the articles of association of the company, that is, the company law does not list its contents, but it will take effect once it is recorded.
F after the company is approved and registered, it shall not withdraw its capital contribution without authorization;
G. Honest trust in the company and other shareholders;
H. other obligations that should be performed according to law.
6. Is the virtual office address legal and reliable?
A: At present, the enterprises that can provide formal virtual registered addresses are "centralized office areas", which are enterprises approved by the state to support small and medium-sized enterprises to start their own businesses. The address provided by the "centralized office area" has been filed in the industrial and commercial tax department, so that enterprises using virtual registered companies can operate with confidence without worrying about industrial and commercial tax inspection and other matters. Please click: Chongqing Company Registration, Beijing Company Registration and Hefei Company Registration to inquire about popular company registration information.
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