1. Legal status of branches and subsidiaries
Branch ( without legal personality)
Branches that are under the jurisdiction of the company in terms of business, capital, personnel, etc. and do not have legal personality
No independent company name, articles of association, organizational structure (articles of association in the name of the head office)
no independent property
Subsidiary ( with independent legal personality)
A company whose shares of a certain amount are controlled by another company or controlled or dominated by another company according to an agreement
Have an independent company name, articles of association, organization ( in its own name)
have independent property
company establishment
1. How the company is established
Initiate the establishment
A company is established by promoters who subscribe for all the shares to be issued by the company
limited liability company
limited company
Raised to set up
The promoters subscribe for a part of the company's issued shares , and the rest of the shares are publicly offered or raised to specific objects to establish a company
limited company
The shares subscribed by promoters shall not be less than 35% of the total shares of the company , unless otherwise stipulated by laws and administrative regulations.
2. Registration of company establishment
The founder applies to the company registration authority
Initiate the establishment
The promoters have subscribed to the shares stipulated in the company's articles of association in writing
Pay capital contributions in accordance with the company's articles of association
Election of the Board of Directors and the Supervisory Board
The board of directors submits the articles of association and other documents to the registration authority
Raised to set up
The board of directors shall, within 30 days after the conclusion of the founding meeting , submit to the registration authority the application for company registration, the minutes of the meeting of the founding meeting, the articles of association, the certificate of capital verification, the appointment documents of the legal representative, directors and supervisors and their identity certificates, and the sponsor’s Legal person qualification certificate or natural person identity certificate, company domicile certificate to apply for establishment registration.
Company Registration Authority Measures Business License
The date of issuance of the business license is the date of establishment of the company
The business license shall specify the company name, domicile, registered capital, business scope, name of legal representative, etc.
If the items recorded in the business license change, the change registration shall be handled according to law, and the business license shall be renewed by the company registration authority
The words limited and shares are clearly marked, and they can be changed according to conditions
company policy
1. The concept and significance of the Articles of Association
concept
Articles of Association are the basic guidelines for the organization or activities of a company
Establishing a company must formulate the company's articles of association according to law
The company's articles of association are binding on the company, shareholders, directors, supervisors, and senior management
significance
is a necessary condition for the establishment of a company
is an important basis for corporate governance
is an autonomous rule
2. Records in the Articles of Association
Records of limited liability companies
Company name and domicile
Company business scope
Registered capital of the company
shareholder's name
Shareholders' capital contribution method, capital contribution amount and capital contribution time
The organization of the company and its formation method, functions and powers, and rules of procedure
Company legal representative
Other matters deemed necessary by the general meeting of shareholders
Records of companies limited by shares
Company name and domicile
Company business scope
How the company is set up
Total number of shares of the company, amount per share and registered capital
The name of the sponsor, the number of shares subscribed, the method of contribution and the time of contribution
Composition, terms of reference and rules of procedure of the board of directors
Company legal representative
Composition, powers and rules of procedure of the board of supervisors
Company profit distribution method
Dissolution reasons and liquidation method of the company
Notice and Announcement Measures of the Company
Other matters deemed necessary by the general meeting of shareholders