The Concept And Framework Of Limited Liability Company

What is a limited liability company?

A limited liability company is a company that is invested jointly by more than two shareholders.

The company law stipulates that a limited liability company is an enterprise legal person.

Shareholders are liable to the company for the amount of their capital contribution, and the company is responsible for the debts of the company with all its assets.

The establishment of a limited liability company shall meet the following requirements: (1) shareholders meet the quorum, which is jointly funded by more than two or less shareholders; (2) the shareholders' contribution reaches the minimum statutory capital, and the registered capital of which is mainly based on production and business or wholesale mainly should not be less than RMB five hundred thousand yuan, the registered capital of commercial retail based shall not be less than RMB three hundred thousand yuan, and the registered capital of scientific and technological development or consulting company or service company shall not be less than RMB one hundred thousand yuan; (3) shareholders shall jointly formulate the articles of Association; (4) a company name shall be established to establish an organization that meets the requirements of a limited liability company; (5) there shall be a fixed production and operation place and necessary production and operation conditions for the company ().

The establishment of a limited liability company shall meet the following requirements:

1. shareholders must meet the quorum, which is jointly funded by more than two or less than fifty shareholders.

2. shareholders' contribution must reach the minimum amount of statutory capital.

3. shareholders jointly formulate the articles of association.

4. a company name shall be established to establish an organization that meets the requirements of a limited liability company.

5., there are fixed production and business premises and necessary production and operation conditions.

One person limited liability company and its characteristics

One person limited liability company refers to a limited liability company with only one natural person shareholder or one legal person shareholder.

One person limited liability company has the following legal characteristics:

(1) the contributive body of one person limited liability company is single, that is to say, there are only 1 shareholders: a natural person or a legal person.

A natural person can only invest in the establishment of a one person limited liability company.

The one person limited liability company can not invest in the establishment of a new one person limited liability company.

(two) the minimum registered capital of a one person limited liability company is RMB one hundred thousand yuan.

Shareholders shall pay the capital contribution stipulated in the articles of association at a time.

(three) one person limited liability company does not have a shareholders' meeting;

(four) a one person limited liability company shall prepare financial and accounting reports at the end of each accounting year and be audited by an accounting firm.

(five) the shareholders of a one person limited liability company can not prove that the company's property is independent of the shareholders' own property. They shall be jointly and severally liable for the company's debts.

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The twenty-second articles of association of a limited liability company shall specify the following items:

Name and domicile of a company;

Two the scope of operation of the company;

Three registered capital of the company;

Four the name or name of the shareholder;

Five shareholders' rights and obligations;

Six shareholders' capital contribution and capital contribution;

Seven the conditions for shareholders to pfer capital contributions;

Eight the company's organization and its method of formation, authority and rules of procedure;

Nine the legal representative of the company;

Ten the reasons for the dissolution of the company and the liquidation method;

(eleven) other matters deemed necessary by shareholders.

Shareholders shall sign and affix their seals to the articles of association.

The registered capital of the twenty-third limited liability companies is the amount of capital actually paid by all shareholders registered in the company registration authority.

The registered capital of a limited liability company shall not be less than the following minimum:

A company mainly produces and operates RMB five hundred thousand yuan.

Two the company mainly sells goods by RMB five hundred thousand yuan.

Three, commercial retail companies are mainly RMB three hundred thousand yuan;

Four technology development, consulting and service companies are RMB one hundred thousand yuan.

The minimum registered capital of a limited liability company in certain industries is higher than that specified in the preceding paragraph, and shall be separately stipulated by laws and administrative regulations.

The twenty-fourth shareholders may make contributions in currency or in real estate, industrial property, non patented technology and land use rights.

Valuing property, industrial property rights, non patented technology or land use rights as capital contributions must be assessed and verified, and property should not be overestimated or underestimated.

The valuation of the right to the use of land shall be handled in accordance with the provisions of laws and administrative regulations.

The amount invested by industrial property and non patented technology shall not exceed twenty percent of the registered capital of a limited liability company, unless the state has special provisions for the adoption of new and high technology achievements.

The twenty-fifth shareholders shall pay in full the amount of capital they subscribed to in the articles of association.

If a shareholder makes contributions in monetary terms, he shall deposit the money in full in a temporary account opened by a limited liability company established by a preparatory company, and invest in real estate, industrial property rights, non patented technology or the right to the use of land, and shall pfer the pfer of his property right in accordance with the law.

If a shareholder fails to pay the capital contribution he has subscribed in accordance with the provisions of the preceding paragraph, he shall bear the liability for breach of contract to the shareholder who has paid the capital contribution in full.

After the twenty-sixth shareholders have paid their capital contributions, they must verify their capital by a statutory capital verification institution and issue confirmation.

After all the capital contributions of the twenty-seventh shareholders are verified by a statutory capital verification institution, the representatives appointed by all shareholders or jointly entrusted agents shall apply to the company registration authority for registration of establishment, and submit documents such as company registration application, articles of association, verification of capital verification, etc.

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Where approval is required by the relevant departments in accordance with the provisions of laws and administrative regulations, the approval documents should be submitted when registration is applied.

The company registration authority shall register the conditions conforming to the provisions of this law, issue the company's business license, and do not register the conditions which do not meet the requirements of this law.

The date of issuance of a company's business license is the date of establishment of a limited liability company.

After the establishment of twenty-eighth limited liability companies, it is found that the actual price of physical, industrial property, non patented technology and land use rights as capital contributions is significantly lower than that stipulated in the articles of association of the company, and the shareholders should be paid the difference by the shareholders who delivered the capital contribution.

Article twenty-ninth where a limited liability company is established, a branch company shall be set up at the same time. The company shall apply for registration to the company registration authority and obtain a business license.

The establishment of a branch company after the establishment of a limited liability company shall be applied by the company's legal representative to the company registration authority for registration, and a business license shall be obtained.

After the establishment of the thirtieth limited liability company, a certificate of capital should be issued to the shareholders.

The capital verification certificate shall specify the following items:

Name of a company;

Two company registration date;

Three registered capital of the company;

Four the name or name of the shareholder, the amount of capital contribution and the date of contribution;

Five the number and date of the investment confirmation.

The certificate of contribution is stamped by the company.

The thirty-first limited liability companies shall prepare the register of shareholders to record the following items:

The name or residence of a shareholder;

Two shareholders' capital contribution;

Three investment confirmation number.

The thirty-second shareholders have the right to inspect the minutes of shareholders' meetings and the company's financial and accounting reports.

The thirty-third shareholders divide dividends according to the proportion of contribution.

When new capital is added, shareholders can give priority to capital contributions.

Thirty-fourth shareholders shall not withdraw their capital contributions after the company has registered.

The total capital contribution or part of the capital contribution of the thirty-fifth shareholders may be pferred to each other.

When a shareholder pfers his capital contribution to a shareholder other than shareholders, he must agree with a majority of all shareholders. The shareholder who does not agree to pfer should purchase the capital contribution of the pfer, and if it does not purchase the capital contribution of the pfer, it shall be deemed to agree to the pfer.

Under the same conditions, other shareholders have the right of preemption for the capital contribution pferred by the shareholders.

After the thirty-sixth shareholders pfer their capital in accordance with the law, the company will record the name, residence and the amount of the capital contribution of the assignee on the register of shareholders.