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					Co., Ltd.
Co., Ltd.
    First, the concept of limited liability company and features
    Limited liability company, its shareholders is the limit of the capital subscribed by
the company responsible for the company with all its assets to the
company's corporate responsibility corporate debt. Limited liability
company have the following characteristics:
    (A) limit the number of shareholders has the highest amount
    Article 24 of China's company law, limited liability company funded
by the 50 set up the following shareholders. Companies from around the world on the
limited liability company membership of the provisions that limit the maximum limits
the number of orders, while the lower limit of the number of shareholders is provided
for the differences are large. At present, company law more and more countries give
up the two limited liability company must be composed of the minimum investment
limits, and recognize the one-person limited liability company's legitimacy.
China's newly amended Company Law have been taken to allow the
establishment of one-person limited liability company of legislative policy, to change
the original shareholders of the Company Law on the limited liability company must
have more than two requirements.
    (B) of the shareholders of proportion to the amount of the company responsible
    Proportion to the amount the shareholders of the company responsible, which is
different from the unlimited liability company limited liability company, the essential
characteristics of the two joint companies, limited liability company is both capital
integrity of performance. Note that limited liability is only for shareholders, not that
of foreign limited liability company, the company is the property of the
company's debts with all its responsibility.
    (C) the establishment of simplified procedures and corporate bodies
    Limited liability company established procedures and the establishment of
procedures compared Co., is relatively simple. Generally set up by all people to
develop the articles of association, their respective capital contributions subscribed,
you can set up in the company registration authority. Limited liability of the Company
authorities also relatively simple, does not necessarily have to set the board of
directors and board of supervisors. If our company law in respect of the provisions of
Article 51,52, smaller and smaller number of shareholders limited liability company
can no board of directors or board of supervisors. The limited liability company and
wholly state-owned shareholders do not need to set up.
    (D) the transfer of foreign shareholders, subject to more stringent restrictions on
    As a limited liability company is co-author and co-funded nature of the company,
a trust relationship between the shareholders is very important, so the law is often the
shareholders to transfer their investment to more stringent restrictions. Article 72 of
China's company law, limited liability company a shareholder other than
the assignment of capital must be agreed by a majority of all shareholders; do not
agree to the transfer of the shareholders shall transfer the funding to purchase the
shareholder, if not the purchase, financing, shall be deemed consent to the assignment;
by the shareholders agree to transfer the investment, under the same conditions, other
shareholders have a preemptive right.
    (E) the company's closure
     Limited liability company are generally in small companies, compared with the
Corporation, its organization and operation in a closed or openness. In addition to
strictly limit the transfer of the shareholders of foreign investment that reflects the
company's closure, but also in the following two points: first, to establish
procedures to the public; Second, the company's operating condition is not
made public.
    Second, conditions for establishment of a limited liability company
    (A) the number and qualifications of the shareholders
    China Company Law Article 24 states: "limited liability company
funded by the 50 set up the following shareholders." This indicates that the
establishment of a limited liability company in China, the largest shareholder can not
be more than 50 shareholders. At least was one such case a person limited liability
     In addition to owned company, the limited liability shareholders may be natural, it
can be legal.
    (B) the company's capital
    1. Registered capital. A limited liability company, the company's
registered capital must meet the minimum statutory capital. Article 26 under the
Companies Act the provisions of paragraph 3, a limited liability company's
registered capital shall amount of 30,000 yuan. Industry-specific limited liability
company registered capital above the minimum threshold required by the laws,
administrative rules and regulations separately.
    2. Form of contribution. Limited liability company shareholders to contribute
capital can be diverse. In accordance with Article 27 of Company Law, shareholders
of contribution are: (1) currency; (2) physical; (3) intellectual property rights; (4) land
use rights. Monetary capital contribution of all the shareholders shall not be less than
30% of registered capital.
    3. The enterprise. Limited liability company the capital subscribed by
shareholders can be paid once the company was established, can also be set up in the
company after the split paid. If the company is set up sub-second paid, then the initial
capital contributions of all shareholders registered capital of no less than 20%, and no
less than the statutory minimum registered capital is 30 thousand yuan. The rest of the
company within 2 years after the establishment of fully paid, of which investment
companies can be paid in five years. Shareholders should pay schedule specified in
the articles of association their subscribed capital contributions.
    4. Funded programs:
    (1) shareholders a monetary contribution, the money should be deposited in full
into a limited liability company to open bank accounts.
    (2) shareholders funded non-monetary assets should be assessed and verified the
property shall not be overvalued or undervalued. Payment of capital at the property
shall go through procedures for the transfer.
    (3) shareholders are not paid in accordance with the provisions of the Articles of
Association of the capital subscribed, in addition to the company should pay in full,
should also have paid their contribution to the shareholders in breach of contract.
    (4) When the shareholders of their capital contributions must be approved by a
statutory capital verification institution and issue certificate.
    (5) The company was founded, it was found to set up a company funded
non-monetary property, the actual value of the articles of association were
significantly lower than the amount of the price, it should be by the delivery of the
shareholder who make up the difference; other shareholders when the company set up
jointly and severally liable .
    (C) the articles of association
    See Section II of this chapter relating to the articles of association of the two
"Articles of Association" of relevant content.
    (D) other conditions the company set up
    In addition to setting up limited liability companies need to have these three
conditions, should also meet the following conditions:
    1. Company name;
    2. A company's organizational structure;
    3. Necessary conditions for production and operation.
    Third, a limited liability company organization
    In accordance with the provisions of China's Company Law, a limited
liability company organization set up to do a multi-system requirements: namely the
limited liability company, its organization for the shareholders, board of directors and
board of supervisors; smaller and smaller number of shareholders limited liability
company, its organization for the shareholders, executive directors and supervisors;
one-person limited liability company with no shareholders. State-owned limited
liability company, its organization as the sole shareholders, board of directors and
board of supervisors.
    (A) of the shareholders
    1. The nature and composition of shareholders. Shareholders will be limited
liability companies authority. In addition there are special provisions other than the
Companies Act, limited liability companies must have a meeting of shareholders. But
shareholders would be very established authority, that it is not standing firm, and
instead, only the form of the meeting, shareholders will be held only in the meeting,
shareholders will only exist as a corporate body. Shareholders will be composed of all
shareholders. Subscribed by the shareholders of their capital contributions paid to the
limited liability company who financed.
    2. Terms of shareholders. Shareholders as a limited liability company authority to
exercise the following powers:
    (1) decide on the business policies and investment plans;
    (2) the election and replacement of non-representatives from the staff director,
supervisor, decide on the directors remuneration;
    (3) examine and approve the report of the board of directors;
    (4) Consideration of approval of the board of supervisors or the
supervisor's report;
    (5) Review and approve the annual financial budget and final accounts;
    (6) examine and approve the profit distribution and recovery of losses;
    (7) on the increase or decrease of registered capital;
    (8) on the issue of bonds by the company;
    (9) of the merger, division, dissolution, liquidation or change in corporate form of
    (10) to amend the articles of association;
    (11) other functions and powers stipulated in the articles.
    3. Convening of shareholders. Shareholders will be divided into two regular
meetings and ad hoc meetings. Convening regular meetings of the time the articles of