1. The company's foreign investment and guarantee regulations
The company's foreign investment and guarantees provided by outsiders must bear corresponding responsibilities
The company can invest abroad and provide guarantees
2. How the Company Provides Guarantee
ensure
mortgage
pledge
3. Provisions of guarantee provided by the company
The company's external commitments
The company invests in other enterprises or provides guarantees for others, in accordance with the provisions of the company's articles of association, it shall be resolved by the board of directors or the shareholders' meeting or the shareholders' meeting ;
If the articles of association of the company set limits on the total amount of investments or guarantees and the amount of individual investments or guarantees , they shall not exceed the prescribed limits.
The Company's Internal Guarantee Regulations
If the company provides guarantees for the company's shareholders or actual controllers, it must be approved by the shareholders' meeting or the shareholders' meeting.
Shareholders of the guaranteed party or shareholders controlled by the actual controller of the guaranteed party shall not participate in the voting of the guaranteed matter
The vote is passed by more than half of the voting rights held by other shareholders present at the meeting
Regulations on Guarantees Provided by Listed Companies
If the guaranteed amount of a listed company exceeds 30% of the company's total assets within one year , a resolution shall be made by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by shareholders present at the meeting.
Establishment and Registered Capital System of Limited Liability Company
1. Conditions for the establishment of a limited liability company
Shareholders meet the quorum. A limited liability company is established by less than 50 shareholders
There is a capital contribution subscribed by all shareholders in compliance with the company's articles of association
Shareholders jointly formulate the articles of association of the company
Have a company name and establish an organizational structure that meets the requirements of a limited liability company
have company domicile
2. Registered Capital System of Limited Liability Company
Regulations on Registered Capital
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority
Form of shareholder contribution
Shareholders can make capital contributions in currency , or in kind, intellectual property rights, land use rights, and other non-monetary properties that can be valued in currency and can be transferred according to law.
Property that cannot be used as capital contribution as stipulated by laws and administrative regulations is excluded
Obligation of Shareholders to Subscribe for Capital Contribution
Shareholders shall pay in full and on time the amount of capital contribution they subscribed for as stipulated in the company's articles of association.
Currency contribution: fully deposited into the account opened by the limited liability company in the bank
Contribution of non-monetary property: go through formalities for transfer of property rights according to law
Responsibilities of Shareholders for Insufficient Capital Contribution
Pay in full to the company , and assume liability for breach of contract to shareholders who have paid in full and on time
Significantly low non-monetary property: The shareholder who delivered the capital contribution made up the difference ; other shareholders at the time of company establishment bear joint and several liabilities.
Organization of a limited liability company
1. Organizational Structure of a Limited Liability Company
shareholders meeting
Composed of all shareholders, the company's authority
Board of Directors/Executive Director
Board of Supervisors/Supervisors
2. The functions and powers of the shareholders' meeting, board of directors and board of supervisors of a limited liability company
Shareholders' meeting (decision-making)
Board of Directors (Executive)
Supervisory board
Relevant regulations on equity transfer of limited liability companies
1. Voluntary transfer of equity
2. Equity transfer in compulsory execution
3. Changes after equity transfer
4. Effect of defective equity transfer
5. The company repurchases shares
6. Equity inheritance
1. Voluntary transfer of equity
Shareholders of a limited liability company may transfer all or part of their equity to each other
The transfer of equity by a shareholder to a person other than a shareholder shall require the consent of more than half of the other shareholders . Shareholders should notify other shareholders in writing of their equity transfer to seek consent, and other shareholders who have not responded within 30 days from the date of receiving the written notification shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if the purchase is not enough, it is deemed to have agreed to the transfer.
Under the same conditions, other shareholders have the preemptive right to purchase the equity transferred with the consent of the shareholders . If two or more shareholders claim to exercise the right of first refusal, they shall negotiate and determine their respective purchase ratios; if the negotiation fails, the right of first refusal shall be exercised according to their respective capital contribution ratios at the time of transfer.
2. Equity transfer in compulsory execution
Other shareholders who do not exercise their preemptive rights within 20 days from the date of notification by the people's court shall be deemed to have waived their preemptive rights.
When the people's court transfers a shareholder's equity in accordance with the compulsory execution procedures prescribed by law, it shall notify the company and all shareholders that other shareholders have the right of first refusal under the same conditions .
3. Changes after equity transfer
The company should cancel the capital contribution certificate of the original shareholder
Issue capital contribution certificate to new shareholders
Corresponding amendments to the company's articles of association and the register of shareholders related to shareholders and their capital contribution records (the amendment to the company's articles of association does not need to be voted at the shareholders' meeting)
4. Effect of defective equity transfer
Shareholders of a limited liability company transfer their equity without fulfilling or fully fulfilling their capital contribution obligations, and the transferee knows or should know about it
company
The company may request the shareholder to perform the obligation of capital contribution, and the transferee shall bear joint and several liabilities for this
creditor
Shareholders who have not fulfilled or fully fulfilled their capital contribution obligations may be required to undertake supplementary liability for compensation for the part of the company's debts that cannot be paid off within the scope of the uncontributed capital and interest, and may at the same time request the aforementioned assignee to bear joint and several liability for this.
assignee
After the assignee assumes the liability in accordance with the provisions of the preceding paragraph, it may seek compensation from the shareholder who has not fulfilled or fully fulfilled the obligation of capital contribution. However, unless otherwise agreed by the parties.
5. The company repurchases shares
In any of the following circumstances, shareholders who voted against the resolution may request the company to purchase their equity at a reasonable price
1. The company has not distributed profits to shareholders for 5 consecutive years , but the company has made profits for 5 consecutive years and meets the profit distribution conditions stipulated in the "Company Law"
2. Company merger, division, transfer of major assets
3. When the business period stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise , and the shareholders' meeting passes a resolution to amend the articles of association to enable the company to continue
If the shareholders and the company fail to reach an equity acquisition agreement within 60 days from the date of passing the resolution of the shareholders' meeting, the shareholders may file a lawsuit in the people's court within 90 days from the date of passing the resolution of the shareholders' meeting.
6. Equity Inheritance
After the death of a natural person shareholder, its legal heir may inherit the shareholder qualification; however, unless otherwise stipulated in the company's articles of association.