Board of Directors
上一篇 / 下一篇 2011-08-20 05:28:58 / 天气: 晴朗 / 心情: 高兴 / 精华(1) / 置顶(1) / 不允许评论 / 个人分类：addoption
Business Administration University of China planning (business planning direction) MBA master's degree classes
lecture topics: 12 Chinese enterprises learn about business planning and market planning
established teachers lecture: Professor Yue Xinglu
Teaching Tip: In order to plan China More than 2,000 university students free (except face to face) learning conditions, the speech also was published in People's Daily, Xinhua, CCTV, China Education Network, the Chinese blog, Sina, Netease network, Tencent, Baidu and Sohu net blog on the net and other 10,
about 12 companies listed on the planning and creation of enterprises to set up the planning section
one, the basic conditions for enterprises to set up enterprises to set up
is formed in accordance with due process of law business, and make the production and operation to obtain legal status. in accordance with the relevant laws and regulations, establishment of enterprises should meet the following conditions: a legitimate business name, a sound organization, with corporate charter business owned business property , in line with national laws, regulations and policies of the scope of operation,beijing massage, determine the location and facilities
Second, the general procedure
enterprises to set up the type of business, size is different from its established procedures are not identical, small business process simpler, a large complex business processes, but, in general, companies set up procedures include: initiation, feasibility studies, approval, build, apply for registration, approval of registration, and several other aspects of Specific process is as follows:
(a ) project funded business processes and information required
1, setting up the process. to confirm the name of the organization and the final r r s approval to do the joint approval of the environmental certificate of approval r r r plan approval Board of Foreign Trade and Economic Bureau of the charter approval r out of business a certificate of approval endowed r r r played out to prove proof of ownership of a business license r r r a code engraved seal out the duty-free import of equipment certificates r r foreign exchange registration certificate to confirm the opening of bank accounts r r r tax registration registration for financial r Customs for the record r imported equipment, signed a production contract
2, the required information
(1) investor registration:
investors name, legal address and telephone, legal representative, title, nationality; investors Bank and account number;
(2) investor briefings;
(3) in the local host name and bid for new business reason;
(4) the basic conditions for new businesses:
1 ) total investment, registered capital, investment ratio (joint venture completed), operating period, mode of operation (joint ventures,hangzhou escort, cooperation, sole proprietorship);
2) total number of employees (Note expatriate employees, managers, technical staff and the number of workers);
(5) products and production processes, sales:
1) Product name, and the production of raw materials and price (the amount of production plans within three years, indicating that domestic or foreign purchase);
2) production process processes, wastewater treatment processes (graphically described);
3) the estimated annual amount of product (within three years after the commissioning plan for each product yield);
4) estimated annual production value (sales price x yield, indicating the sales price) ; products for export and domestic sales ratio; products are sold to countries or regions.
(6) equipment list table (device name, origin, size, recency, unit, quantity, unit price, total price, currency in U.S. dollars);
(7) required for the project water, electricity, gas, fuel consumption;
(8) Foreign business registration certificate or business license (copy 4 copies);
(9) foreign capital credit certificate ( Bank) original copy;
(10) Board of Directors:
1) composition (being chairman, vice chairman and director) and positive, deputy general manager candidates; and their identity card (the 4 copies, with autograph), address and contact phone number;
2). is chairman of CV and half inch color photo 4;
(11)-owned enterprises are required to submit the last three years balance sheet;
(b) processing enterprises to set up procedures
1, set up process. composed of r to receive a copy of business license for license holders engraved seal r r r a technical supervisor tax code registration certificate to the local foreign trade and economic returns r r a a permit r a franchise record card r r Customs import of equipment, contract
2, the required information
(1) shall be composed of companies A, B bilateral friendly consultations, the Party for domestic enterprises, Party B foreign.
(2) Party A to provide information:
1) copy of business license, tax registration certificate, license code, technical supervision, approval of environmental permits fire, legal representative's ID card copy (1 copy each) :
2) Total investment (fixed and working capital), the annual product output and output value, number of employees (fixed, temporary workers).
(3) Party B to provide information:
1) copy of business license , the legal representative of ID card (1 copy each):
2) the value of imported equipment and operating the project, the annual product output and output value, the annual processing fee.
(c) establish procedures for the domestic private sector
1, the establishment of procedures approved by the composition r r a fire certificate the name, proposed articles of association of environmental protection certificate r r a verification certificate for the business license r r r a technical supervisor engraved seal tax registration code r
2, the required information < br> (1) of the proposed company name (2m3) a;
(2) residence and business size;
(3) types of enterprises, legal representative, telephone, number of employees;
(4) Registration capital, business scope (Main, concurrently);
(5) Sales period: from (date) until (date);
(6) corporate shareholders (promoters) and gender, residence, identity card number , amount:
legal or natural person (where non-nationals if the shareholders, please provide a copy of identity card for temporary residence permit and a half inch photos 3 and official seal stamped with the local public security department proof of residence)
( 7) proof of legal entity or natural person shareholders ID card (4);
(8) Shareholders' funds into bank documents (Jinzhang Dan);
(9) has a statutory capital verification agency qualified capital verification documents;
(10) corporate board members, managers, board of supervisors (including name, gender, job, residence, ID number, the formation method);
(11) to fulfill the legal representative (including name , sex, date of birth, education, identity card number, telephone number, home address, work resume);
(12) copies of the company's financial staff accounting certificate (2);
(13) enterprises are mainly employed List (at least 8 persons) (including name, gender, age, position, ID number, address);
(14) plant construction sketches, production process. (for fire protection, environmental protection required)
Third, a limited liability company set up
(a) the limited liability company established conditions. limited liability company is funded by shareholders, based on limited liability company, all the assets of the company for its liability to its debt, according to China's limit; shareholders should work together to develop articles of association; the company name and the establishment of appropriate organizations; have a fixed place of business of production and the necessary production and business conditions.
according to the The following five conditions:
1. quorum of shareholders. quorum of a limited liability company are two situations: First, usually, the statutory number of shareholders shall be two or more than 50 people. The second is a special case State-authorized investment institution or authorized by the state department can set up a separate state-owned limited liability company.
2. shareholders to meet the statutory minimum amount of capital invested. statutory capital refers to the company when the company registration authority, the funding paid amount that is recognized by the legal procedures of capital in China, the authorized capital, also known as registered capital, the company is one of the basic characteristics of a corporation, but also bear the risk of loss of capital, corporate security, but also the equity division of standards. < br> China's retail-based company, RMB 300,000; technology development, consulting, service companies, 100,000 yuan.
way for investors, shareholders may contribute cash, you can also use the kind of industrial property rights, technology, land use rights at their appraised. which industrial property rights, technology appraised value shall not exceed the limited liability company registered capital of 20%, but the state of the use of special high-tech achievements, except as provided.
3. shareholders have jointly formulated charter company charter is about the company and its activities, the basic rules.'s charter is to develop internal management needs, but also to facilitate exchanges between the outside world and the need for supervision and management according to the include: company name and address, business scope, registered capital, names of shareholders, shareholder rights and obligations of the shareholders of the funding methods and amounts of capital, shareholders, the conditions for the transfer of funding, the company's organization and its method and terms of reference and rules of procedure, the company's legal representative, the company's dissolution and liquidation matters way, other matters.
4. a company name, establishing a limited liability company organization. as an independent corporate entities, must have its own The name of the company name must also comply with established laws and regulations. limited liability company organization refers to the shareholders, board of directors or executive directors, board of supervisors or the supervisor.
5. a fixed place of business and the necessary production production and operation conditions. production and business establishments can be the company's home, it can be other place of business. the production and operation conditions is compatible with the company's scope of business conditions and they are all companies engaged in business activities, the material basis, is the establishment of the company at least requirements.
(b) the limited liability company established procedures. a limited liability company generally follow the following procedure: make the articles of association; approval; registration; after the establishment of a limited liability company, to be issued by the company to all shareholders invested proof.
Fourth, the establishment Inc.
(a) Co., Ltd. established conditions Inc. All capital is constituted by the equal shares and raise capital through the issuance of stock means the establishment of corporate shareholders to their subscription of the shares of the company responsible for the company all its assets to the company liable for the debts. establish Inc. must comply with the conditions prescribed by law, the general should have the following conditions: the establishment Inc. sponsor should meet legal requirements number; sponsors and the public to raise the subscribed capital should reach the statutory minimum amount of capital; shares issued and organize matters must comply with the law; sponsors should establish the articles of incorporation, and by the creation of the General Assembly adopted; the name of the company have a legitimate, and the establishment meet the requirements of organizations Inc.; have a fixed place of business and the necessary conditions for production and operation.
According to China's > 1. sponsor a quorum. Co., Ltd. set up must have sponsors, promoters may be either a natural person, it can be legal. initiators should be 5 or more, which must have a majority of promoters in China a home state-owned enterprises into stock company, the promoters may be less than 5, but should be taken to set up ways to raise.
2. initiators subscribed and the public to raise equity capital to meet the statutory minimum. China million, higher than the minimum required 10 million yuan, and by the laws and administrative regulations otherwise specified.
initiated the establishment of the cases, the promoters should subscribe all the shares issued; established in the case of raising, launched to subscribe for shares of the Company's shares shall not be less than the number of 35%.
3. issuance of shares and organize matters in line with legal requirements.
4. sponsor the development of the Articles of Association, and by the creation of the General Assembly adopted.
5. company name, establishing the requirements of organizations Inc.. Co. organization by the general meeting of shareholders, board of directors, managers, supervisors composition.
general meeting of shareholders is the highest authority of the shareholders attending the general meeting of shareholders, shares held by each have a right to vote. Board of Directors is the company's shareholders will be the implementing agency, from 5 to 19 members. Manager responsible for the daily operation and management.
6. a fixed place of business of production and the necessary production and business conditions.
( b) the Corporation set up the way. Co., Ltd. established can be divided into initiating the establishment and raised the establishment of two. initiated the establishment of their own subscription by company sponsors all of the shares issued by companies should set up the company. raised by initiating the establishment of to subscribe for shares to be issued as part of the company, and the rest offered to the public and set up a company.
five articles of association of the planning
(a) the articles of association of the concept and characteristics of the company's articles of association is necessary for to provide their name, purpose, capital, organization and other internal and external affairs of the basic legal documents of the company articles of association as standardizing the organization and activities of the basic rules in the company during the existence of important.
Articles of Association have the following basic Features:
1. statutory nature. the main emphasis of the legal nature of the legal status of the articles of incorporation, main contents and modify the program, the effectiveness of a mandatory requirement by law, any company not violate the company's charter is to establish one of the prerequisites , whether it is a limited liability company or the establishment Inc., must be made by all the shareholders or promoters articles of association, and must be submitted in the company registration company registration office to register.
2. authenticity. authenticity of the main stressed that the content of the articles of association must be recorded in an objective reality, in line with the actual facts.
3. autonomy. autonomy is mainly reflected in: (1) the articles of incorporation as a code of conduct, not by the state but by the company according to formulate their own, the company's shareholders, meaning that the same results; (2) outside the company's articles of association is a legal code of conduct by the company to perform. without state coercive power to ensure implementation; (3) The articles of incorporation as a company regulations, and its effect only on the company and related parties, and not universally binding.
4. openness. Co., Ltd. mainly in terms of openness. the content of the articles of incorporation not only open to investors, but also To the general community, including creditors, including the public.
(b) the articles of association is entered into the company's articles of association is usually made in two ways:
1, a common set refers to the common by all the shareholders or promoters drafting, developed in consultation with the articles of incorporation, or articles of association shall not take effect;
2, part of the set, is by the shareholders or the promoters of some of the members responsible for drafting, formulating the articles of association, and then signed by the consent of other shareholders or promoters of develop ways the company articles of association must be in writing, by the consent of all shareholders, and signed and sealed on the charter, the Articles of Association to take effect.
(c) the articles of association of the content the content of the articles of association refers the matters recorded in the Articles of Association The company's articles of association may be due to company specific content types, the company operates, the different mode of operation the company differ, but they can be grouped into three categories:
1. absolute record matters the absolute record of the Articles of Association matters means that the legal provisions in the articles of association must be recorded items for the absolute record matters, companies are obliged to eleven records, no right to make a free choice if the lack of any one or any of the records is not illegal, will cause the entire statute invalid .
2. recorded matters relative to the company articles of association matters relative record, refers to the law provides for certain matters listed, but these matters are entered into the company charter, constitution makers decided entirely by the relative record matters, and by the set out in the constitution, not health effects.
3. any recorded items. Articles of Association of any matters of record, is the law does not specify, but the company constitution-makers that need to be negotiated credited to the Articles of Association, in order to make the company more good operation and does not violate jus cogens of the regulations and public order and good principles on matters such as the company's survival period, the shareholders of the voting procedure to change the company's subject matter, the directors, supervisors and senior management remuneration.
(D) China's Company Law provisions on the content of the articles of incorporation. China's Company Law Article 25 and Article 82 respectively of the limited liability company and limited the matters set out in the constitution should be given to the provision.
1. limited liability company articles of association The absolute record matters. limited liability company articles of association shall contain the following:
(1) the name and domicile;
(2) The business scope;
(3) the registered capital;
(4) Company name;
(5) the shareholders of contribution, amount of time and funding;
(6) the company's organization and its method, terms, rules of procedure;
( 7) the legal representative;
(8) the shareholders' meeting and other matters deemed necessary.
2. Co. absolute record matters Corporation's Articles of Association shall contain the following:
(1) Company name and domicile;
(2) The business scope;
(3) companies to set up mode;
(4) the total number of shares, per share amounts, and the registered capital;
(5 ) sponsor's name or the name, number of shares subscribed, the time of contribution and funding;
(6) board composition, powers and rules of procedure;
(7) the legal representative;
(8 ) board of supervisors of the composition, powers and rules of procedure;
(9) profit allocation;
(10) the company's dissolution and liquidation methods;
(11) the company's notice and notice approach;
(12) shareholders meeting and other matters deemed necessary.
from the above provisions of company law can be seen, the law of limited liability company's statutory records matters take a more lenient rules; while the Corporation's Articles of Association statutory records, which shall be adopted stricter rules, requiring more items recorded, which is the nature of the assets by the Corporation and the open nature of the decision.
(e) the effectiveness of the Articles of Association. Article 11 of Law : In the company of their own behavior. to be bound by the Articles of Association. Specifically, (1) the company shall be in accordance with its articles of association of the way, have authority, the meaning of business execution and management decisions, oversight institutions, corporate organizations, and press articles of association to exercise powers of jurisdiction; (2) on the company's articles of association should be used under the name of the company's articles of association to determine the scope of business engaged in business activities (3) Company shareholders in accordance with its charter obligation to the company, the rights of shareholders If the violation by the company, can sue the company.
2. Articles of Association of the effectiveness of the shareholders the company articles of association by the shareholders of the Company to develop, and binding the shareholders. This binding is not limited to drafting, the development of the Articles of Association shareholders, but also later joined the company's shareholders are the same, this is a home rule charter by the company determined the nature of the company articles of association the effect mainly to shareholders for the shareholders in accordance with the articles of association rights and obligations, such as shareholder entitled to attend shareholders to exercise voting rights, transfer of funding, access to such publicly available information, to obtain dividends, etc.; the same time, the funding responsibility to pay the subscription and the articles of association on other obligations.
3. Articles of Association of the directors, supervisors and effectiveness of senior management the company articles of association directors,hangzhou massage, supervisors, senior management the effectiveness of the performance of the company's directors, supervisors and senior management personnel shall comply with the articles of incorporation, articles of association in accordance with the provisions of law and exercise the powers and if the directors, supervisors, senior management's behavior. goes beyond the articles of incorporation of its terms of reference given to its own behavior. should be responsible for the company.
(f) the articles of incorporation to change the company charter change is already in force amendments to the Articles of Association. In principle,beijing escort, the matters recorded in the articles of incorporation, whether absolutely or recorded matter of any record matter, as long as necessary, indeed, may change, but changes in the Articles of Association, should follow the following principles: (1) Without prejudice to the interests of shareholders; (2 ) Without prejudice to the interests of creditors; (3) Without prejudice to the principles of corporate consistency, that is not due to changes in the articles of incorporation, leaving a corporate shift to another body corporate.
on the articles of incorporation to change the procedures, First of all, by the Board's proposal to amend the Articles of Association; Second, the proposal would amend the Articles of Association to inform. other shareholders; again, by the shareholders or the shareholders vote. China's Company Law, a limited liability company resolution to amend the company charter must be approved represents 2 / 3 vote of the shareholders by (Company Law Article 44, paragraph 2); Ltd. resolution to amend the company charter must be approved by the shareholders attending the general meeting of shareholders voting rights held by 2 / 3 through (section 104 Companies Act paragraph 2). Articles of Association after the change, the board should change the administrative authority for industry and commerce registration.
six corporate capital planning
(a) the meaning of enterprise capital. enterprise and capital, also known as equity, It is the Law on the meaning of the constitution by the company identified and enumerated, the total contribution of all the shareholders of the company specific forms of capital are the following:
1. registered capital that is narrow on the company's capital, is when it is established that the company raised by the articles of association set forth by the company registration authority registered capital. Law Article 26 states: amounts of capital. registration authority for the registration of the company's paid-up share capital. less than the registered capital to implement the national system of legal capital, the company charter capital should be determined enough to recognize all at once, so the issue of capital is generally equal to the registered capital, but shareholders of all recognition in the full capital, the monies can be paid in installments. practice authorized capital of the country, generally do not require the registered capital can be issued, so it is less than the registered capital.
3. subscribed capital. is that the capital contribution paid by the consent of the total.
4. paid-in capital . also known as paid-up capital, is established when the company actually received a total contribution of the shareholders it is a reality with the company's capital because of the shareholders to subscribe for shares in the future, may be paid all at once, within a certain period may also be phased pay. therefore paid-up capital may be equal to or less than the registered capital.
China's newly revised Company Law adopted by the company's capital to a certain extent authorized capital system, which allows the establishment of the company actually paid only a certain percentage of shareholders' recognition payment of capital, and the remaining subscribed capital of the company is set up can be paid within a certain period, so the company's registered capital is equal to all the shareholders of the company established the total subscribed capital, but the company's paid-up capital of the establishment may be less than registered capital.
(b) the principles of venture capital. the principles of venture capital, is established by the Companies Act in the establishment, operation and management of the entire process to ensure the company's real capital, security and legal norms must be followed The traditional corporate law principles recognized in the three most important capital, or capital to determine the principles, the principle of capital maintenance and capital the same principles.
1. capital to determine the principles of capital means that the company set up to determine the principle should be contained in the charter out of total company's capital, fully subscribed by the promoters or recognized enough, otherwise the company can not be established and now very few countries have strictly the principles mentioned earlier, our original company law is strictly implemented in the capital to determine the system which called for the establishment of the company's capital in the company when all fully subscribed and fully paid up, and to verification by the statutory capital verification agency, but this newly revised company law has been modified.
2. capital to maintain the principle of capital maintenance principle also known as the capital adequacy principle means that in the course of its existence, should keep a considerable amount of its capital assets. maintained the capital of China's company law and implementing the principles of the essence, provides a number of mandatory standards to ensure that the company has sufficient property. are: the establishment of companies, sponsors or shareholders shall not be withdrawal, shall not withdraw equity; the stock issue price of not less than par value; companies should be required to extract and use of the statutory fund. the statutory reserve fund may be regarded as capital, the main purpose is to make up the company's losses, expansion of business scale and increase capital; or no profit no loss distribution of dividends; company can acquire its own shares in principle, may not receive the company's stock as the subject of such mortgage.
3. Capital the same principles of capital principle is the same company capitalization, once established, non-statutory procedures, any changes may not in fact the same principle is the capital of capital to maintain the principle of the necessary requirements. China's Company Law key to the company's strict capital reduction restrictions of these provisions are: to prepare the balance sheet and inventory; general meeting of shareholders to be a resolution; capital reduction resolution required in the statutory period after the notification and announcement within the creditor; creditor is entitled to require the company to within the statutory period, or debt provide guarantees; companies to reduce the amount of registered capital of not less than after the statutory minimum; company registration authority shall register the change.
(c) venture capital and corporate assets. the traditional corporate law principles on the capital three the value of their systems, mainly to protect the interests of bona fide third and transaction security, and enhance the company's credit, but as business development and credit system changes, the company's credit is not established primarily depends on the company's registered capital, but depends on the company's existing assets and the market credit situation, so the three principles of the traditional company's capital has been challenged, the relevant change has occurred or will occur, such as the authorized capital system of production and use.
three principles of strict company's capital The main drawbacks are: First, the main limitation of civil and commercial qualifications and opportunities to enter the market, setting the threshold too demanding market access and hindered people's enthusiasm for investment, and thus not conducive to social and economic development; the second is to increase the company's establishment, difficulty raising capital, the company's founder is not easy; third is to increase the company's operations in the cost of capital, leading to capital idle, thus increasing the company's overall costs; fourth is misleading the company's reputation, performance capabilities, credit, etc. aspects of the judge, that a large amount of registered capital of the company is reputable company, and thus making it ignore the objective consideration of the company's assets and determine and make false investment, a high incidence of the behavior. of capital flight.
's credit in particular In fact, the company's solvency is established with the company's registered capital have little relationship, because the company is its total assets (instead of the registered capital) of external debt obligations bear. If the company is set up registered capital of 100 million, are have assets of 300 million, the company needs all the assets of 300 million commitment to debt obligations; the other hand, if the registered capital of 300 million, currently has assets of only 100 million, the company can only take this one million yuan debt liability.
is based on the company's capital to understand the nature and significance of the above, our newly revised Company Law in the company's capital system has done a major revision is reflected in four aspects:
1, a significant reduction in the company's statutory minimum amount of registered capital, a limited liability company's statutory minimum registered capital from 10 million yuan, 300,000 yuan and 500,000 yuan reduced to 3 million, Inc. statutory minimum registered capital of 10 million yuan reduced to 5 million yuan.
2, cancel the paid-in capital system, from the original shareholders of the company established the entire registered capital must be paid in order to set up a company (that is, the original Company Law provides that of all shareholders contributed capital contributions , and can be set up companies and then pay installments funded.
3, canceled a company law to force companies to switch to investment ratio of the limits (ie, the cumulative amount of investment shall not exceed 50% of net assets), changes based on the Articles of Association by the Board of Directors or shareholders, shareholders meeting decided. Fourth, the original Act to cancel the limited liability company's registered capital according to the types of companies to take a different amount of the statutory minimum registered capital requirements, to a centralized registration of the statutory minimum amount of capital.
Section
a business plan change, the meaning of a business combination and its type
(a) the meaning of a business combination. merger is when two or more enterprises on an equal , consultation, on the basis of mutual benefit, according to legal procedures into a company's behavior. business combination is a kind of economic behavior, but also a legal act, so the need for changes in matters relating to change of registration in accordance with law.
(b) the type of business combination. classified by behavior, corporate merger and the merger can be divided into two types of the new merger; classified according to scope of consolidation, mergers can be divided into horizontal mergers, vertical integration and mixed merger; classification by way of investment, corporate financed the purchase of assets, mergers can be divided into type merger, buyout stock-style. merger of the stock exchange assets-style. merger of the stock in exchange for stock-style. merger.
(c) the business combination of reasons. merger of a variety of reasons, mainly are the following: economies of scale; to avoid the risk of competition and expand market share; to diversify, spread business risks; credit taxes.
(d) merger of the general procedure. a business combination is an economic behavior, but also a legal act, it must follow certain legal procedures, usually, the combined general procedure is as follows: the merger the merging parties intentions; signed the merger agreement; shareholders by combining the resolution; notice of creditors; for combined registration. < br> Second, the enterprise division
(a) the concept of separation of business and type of separation is a business enterprise into two or more according to economic behavior. of enterprises. There are two types of corporate separation: new separation and derived discrete. The new division is all the property of their respective companies included in two or more of the new enterprise, the original company dissolved its derived separation is part of the property and business enterprises to set up another new company, the original business survival .
(b) the business reasons for separation. enterprise division of the main reasons are the following: to improve operational efficiency; business expansion; to avoid antitrust suit.
(c) of the enterprise division of the general procedure. corporate separation Basic program with the same merger process, including the following steps: make separate comments; make an announcement; signed separation agreement; for separate registration.
Third, the corporate debt restructuring plan by creditors in order to avoid
litigation (arbitration) to enforce such rigid means to resolve debt disputes, in practice, liabilities, businesses can generally take the following two ways: one is for bankruptcy. The second is the debt restructuring.
debt restructuring, in theory, can be divided for continuous operation under the conditions of debt restructuring and discontinued operations up and down the conditions for debt restructuring two. This is the former, the aim is to reduce the debt burden of enterprises, the enterprise's capital structure in practice ...
lecture topics: 12 Chinese enterprises learn about business planning and market planning
established teachers lecture: Professor Yue Xinglu
Teaching Tip: In order to plan China More than 2,000 university students free (except face to face) learning conditions, the speech also was published in People's Daily, Xinhua, CCTV, China Education Network, the Chinese blog, Sina, Netease network, Tencent, Baidu and Sohu net blog on the net and other 10,
about 12 companies listed on the planning and creation of enterprises to set up the planning section
one, the basic conditions for enterprises to set up enterprises to set up
is formed in accordance with due process of law business, and make the production and operation to obtain legal status. in accordance with the relevant laws and regulations, establishment of enterprises should meet the following conditions: a legitimate business name, a sound organization, with corporate charter business owned business property , in line with national laws, regulations and policies of the scope of operation,beijing massage, determine the location and facilities
Second, the general procedure
enterprises to set up the type of business, size is different from its established procedures are not identical, small business process simpler, a large complex business processes, but, in general, companies set up procedures include: initiation, feasibility studies, approval, build, apply for registration, approval of registration, and several other aspects of Specific process is as follows:
(a ) project funded business processes and information required
1, setting up the process. to confirm the name of the organization and the final r r s approval to do the joint approval of the environmental certificate of approval r r r plan approval Board of Foreign Trade and Economic Bureau of the charter approval r out of business a certificate of approval endowed r r r played out to prove proof of ownership of a business license r r r a code engraved seal out the duty-free import of equipment certificates r r foreign exchange registration certificate to confirm the opening of bank accounts r r r tax registration registration for financial r Customs for the record r imported equipment, signed a production contract
2, the required information
(1) investor registration:
investors name, legal address and telephone, legal representative, title, nationality; investors Bank and account number;
(2) investor briefings;
(3) in the local host name and bid for new business reason;
(4) the basic conditions for new businesses:
1 ) total investment, registered capital, investment ratio (joint venture completed), operating period, mode of operation (joint ventures,hangzhou escort, cooperation, sole proprietorship);
2) total number of employees (Note expatriate employees, managers, technical staff and the number of workers);
(5) products and production processes, sales:
1) Product name, and the production of raw materials and price (the amount of production plans within three years, indicating that domestic or foreign purchase);
2) production process processes, wastewater treatment processes (graphically described);
3) the estimated annual amount of product (within three years after the commissioning plan for each product yield);
4) estimated annual production value (sales price x yield, indicating the sales price) ; products for export and domestic sales ratio; products are sold to countries or regions.
(6) equipment list table (device name, origin, size, recency, unit, quantity, unit price, total price, currency in U.S. dollars);
(7) required for the project water, electricity, gas, fuel consumption;
(8) Foreign business registration certificate or business license (copy 4 copies);
(9) foreign capital credit certificate ( Bank) original copy;
(10) Board of Directors:
1) composition (being chairman, vice chairman and director) and positive, deputy general manager candidates; and their identity card (the 4 copies, with autograph), address and contact phone number;
2). is chairman of CV and half inch color photo 4;
(11)-owned enterprises are required to submit the last three years balance sheet;
(b) processing enterprises to set up procedures
1, set up process. composed of r to receive a copy of business license for license holders engraved seal r r r a technical supervisor tax code registration certificate to the local foreign trade and economic returns r r a a permit r a franchise record card r r Customs import of equipment, contract
2, the required information
(1) shall be composed of companies A, B bilateral friendly consultations, the Party for domestic enterprises, Party B foreign.
(2) Party A to provide information:
1) copy of business license, tax registration certificate, license code, technical supervision, approval of environmental permits fire, legal representative's ID card copy (1 copy each) :
2) Total investment (fixed and working capital), the annual product output and output value, number of employees (fixed, temporary workers).
(3) Party B to provide information:
1) copy of business license , the legal representative of ID card (1 copy each):
2) the value of imported equipment and operating the project, the annual product output and output value, the annual processing fee.
(c) establish procedures for the domestic private sector
1, the establishment of procedures approved by the composition r r a fire certificate the name, proposed articles of association of environmental protection certificate r r a verification certificate for the business license r r r a technical supervisor engraved seal tax registration code r
2, the required information < br> (1) of the proposed company name (2m3) a;
(2) residence and business size;
(3) types of enterprises, legal representative, telephone, number of employees;
(4) Registration capital, business scope (Main, concurrently);
(5) Sales period: from (date) until (date);
(6) corporate shareholders (promoters) and gender, residence, identity card number , amount:
legal or natural person (where non-nationals if the shareholders, please provide a copy of identity card for temporary residence permit and a half inch photos 3 and official seal stamped with the local public security department proof of residence)
( 7) proof of legal entity or natural person shareholders ID card (4);
(8) Shareholders' funds into bank documents (Jinzhang Dan);
(9) has a statutory capital verification agency qualified capital verification documents;
(10) corporate board members, managers, board of supervisors (including name, gender, job, residence, ID number, the formation method);
(11) to fulfill the legal representative (including name , sex, date of birth, education, identity card number, telephone number, home address, work resume);
(12) copies of the company's financial staff accounting certificate (2);
(13) enterprises are mainly employed List (at least 8 persons) (including name, gender, age, position, ID number, address);
(14) plant construction sketches, production process. (for fire protection, environmental protection required)
Third, a limited liability company set up
(a) the limited liability company established conditions. limited liability company is funded by shareholders, based on limited liability company, all the assets of the company for its liability to its debt, according to China's limit; shareholders should work together to develop articles of association; the company name and the establishment of appropriate organizations; have a fixed place of business of production and the necessary production and business conditions.
according to the The following five conditions:
1. quorum of shareholders. quorum of a limited liability company are two situations: First, usually, the statutory number of shareholders shall be two or more than 50 people. The second is a special case State-authorized investment institution or authorized by the state department can set up a separate state-owned limited liability company.
2. shareholders to meet the statutory minimum amount of capital invested. statutory capital refers to the company when the company registration authority, the funding paid amount that is recognized by the legal procedures of capital in China, the authorized capital, also known as registered capital, the company is one of the basic characteristics of a corporation, but also bear the risk of loss of capital, corporate security, but also the equity division of standards. < br> China's retail-based company, RMB 300,000; technology development, consulting, service companies, 100,000 yuan.
way for investors, shareholders may contribute cash, you can also use the kind of industrial property rights, technology, land use rights at their appraised. which industrial property rights, technology appraised value shall not exceed the limited liability company registered capital of 20%, but the state of the use of special high-tech achievements, except as provided.
3. shareholders have jointly formulated charter company charter is about the company and its activities, the basic rules.'s charter is to develop internal management needs, but also to facilitate exchanges between the outside world and the need for supervision and management according to the include: company name and address, business scope, registered capital, names of shareholders, shareholder rights and obligations of the shareholders of the funding methods and amounts of capital, shareholders, the conditions for the transfer of funding, the company's organization and its method and terms of reference and rules of procedure, the company's legal representative, the company's dissolution and liquidation matters way, other matters.
4. a company name, establishing a limited liability company organization. as an independent corporate entities, must have its own The name of the company name must also comply with established laws and regulations. limited liability company organization refers to the shareholders, board of directors or executive directors, board of supervisors or the supervisor.
5. a fixed place of business and the necessary production production and operation conditions. production and business establishments can be the company's home, it can be other place of business. the production and operation conditions is compatible with the company's scope of business conditions and they are all companies engaged in business activities, the material basis, is the establishment of the company at least requirements.
(b) the limited liability company established procedures. a limited liability company generally follow the following procedure: make the articles of association; approval; registration; after the establishment of a limited liability company, to be issued by the company to all shareholders invested proof.
Fourth, the establishment Inc.
(a) Co., Ltd. established conditions Inc. All capital is constituted by the equal shares and raise capital through the issuance of stock means the establishment of corporate shareholders to their subscription of the shares of the company responsible for the company all its assets to the company liable for the debts. establish Inc. must comply with the conditions prescribed by law, the general should have the following conditions: the establishment Inc. sponsor should meet legal requirements number; sponsors and the public to raise the subscribed capital should reach the statutory minimum amount of capital; shares issued and organize matters must comply with the law; sponsors should establish the articles of incorporation, and by the creation of the General Assembly adopted; the name of the company have a legitimate, and the establishment meet the requirements of organizations Inc.; have a fixed place of business and the necessary conditions for production and operation.
According to China's > 1. sponsor a quorum. Co., Ltd. set up must have sponsors, promoters may be either a natural person, it can be legal. initiators should be 5 or more, which must have a majority of promoters in China a home state-owned enterprises into stock company, the promoters may be less than 5, but should be taken to set up ways to raise.
2. initiators subscribed and the public to raise equity capital to meet the statutory minimum. China million, higher than the minimum required 10 million yuan, and by the laws and administrative regulations otherwise specified.
initiated the establishment of the cases, the promoters should subscribe all the shares issued; established in the case of raising, launched to subscribe for shares of the Company's shares shall not be less than the number of 35%.
3. issuance of shares and organize matters in line with legal requirements.
4. sponsor the development of the Articles of Association, and by the creation of the General Assembly adopted.
5. company name, establishing the requirements of organizations Inc.. Co. organization by the general meeting of shareholders, board of directors, managers, supervisors composition.
general meeting of shareholders is the highest authority of the shareholders attending the general meeting of shareholders, shares held by each have a right to vote. Board of Directors is the company's shareholders will be the implementing agency, from 5 to 19 members. Manager responsible for the daily operation and management.
6. a fixed place of business of production and the necessary production and business conditions.
( b) the Corporation set up the way. Co., Ltd. established can be divided into initiating the establishment and raised the establishment of two. initiated the establishment of their own subscription by company sponsors all of the shares issued by companies should set up the company. raised by initiating the establishment of to subscribe for shares to be issued as part of the company, and the rest offered to the public and set up a company.
five articles of association of the planning
(a) the articles of association of the concept and characteristics of the company's articles of association is necessary for to provide their name, purpose, capital, organization and other internal and external affairs of the basic legal documents of the company articles of association as standardizing the organization and activities of the basic rules in the company during the existence of important.
Articles of Association have the following basic Features:
1. statutory nature. the main emphasis of the legal nature of the legal status of the articles of incorporation, main contents and modify the program, the effectiveness of a mandatory requirement by law, any company not violate the company's charter is to establish one of the prerequisites , whether it is a limited liability company or the establishment Inc., must be made by all the shareholders or promoters articles of association, and must be submitted in the company registration company registration office to register.
2. authenticity. authenticity of the main stressed that the content of the articles of association must be recorded in an objective reality, in line with the actual facts.
3. autonomy. autonomy is mainly reflected in: (1) the articles of incorporation as a code of conduct, not by the state but by the company according to formulate their own, the company's shareholders, meaning that the same results; (2) outside the company's articles of association is a legal code of conduct by the company to perform. without state coercive power to ensure implementation; (3) The articles of incorporation as a company regulations, and its effect only on the company and related parties, and not universally binding.
4. openness. Co., Ltd. mainly in terms of openness. the content of the articles of incorporation not only open to investors, but also To the general community, including creditors, including the public.
(b) the articles of association is entered into the company's articles of association is usually made in two ways:
1, a common set refers to the common by all the shareholders or promoters drafting, developed in consultation with the articles of incorporation, or articles of association shall not take effect;
2, part of the set, is by the shareholders or the promoters of some of the members responsible for drafting, formulating the articles of association, and then signed by the consent of other shareholders or promoters of develop ways the company articles of association must be in writing, by the consent of all shareholders, and signed and sealed on the charter, the Articles of Association to take effect.
(c) the articles of association of the content the content of the articles of association refers the matters recorded in the Articles of Association The company's articles of association may be due to company specific content types, the company operates, the different mode of operation the company differ, but they can be grouped into three categories:
1. absolute record matters the absolute record of the Articles of Association matters means that the legal provisions in the articles of association must be recorded items for the absolute record matters, companies are obliged to eleven records, no right to make a free choice if the lack of any one or any of the records is not illegal, will cause the entire statute invalid .
2. recorded matters relative to the company articles of association matters relative record, refers to the law provides for certain matters listed, but these matters are entered into the company charter, constitution makers decided entirely by the relative record matters, and by the set out in the constitution, not health effects.
3. any recorded items. Articles of Association of any matters of record, is the law does not specify, but the company constitution-makers that need to be negotiated credited to the Articles of Association, in order to make the company more good operation and does not violate jus cogens of the regulations and public order and good principles on matters such as the company's survival period, the shareholders of the voting procedure to change the company's subject matter, the directors, supervisors and senior management remuneration.
(D) China's Company Law provisions on the content of the articles of incorporation. China's Company Law Article 25 and Article 82 respectively of the limited liability company and limited the matters set out in the constitution should be given to the provision.
1. limited liability company articles of association The absolute record matters. limited liability company articles of association shall contain the following:
(1) the name and domicile;
(2) The business scope;
(3) the registered capital;
(4) Company name;
(5) the shareholders of contribution, amount of time and funding;
(6) the company's organization and its method, terms, rules of procedure;
( 7) the legal representative;
(8) the shareholders' meeting and other matters deemed necessary.
2. Co. absolute record matters Corporation's Articles of Association shall contain the following:
(1) Company name and domicile;
(2) The business scope;
(3) companies to set up mode;
(4) the total number of shares, per share amounts, and the registered capital;
(5 ) sponsor's name or the name, number of shares subscribed, the time of contribution and funding;
(6) board composition, powers and rules of procedure;
(7) the legal representative;
(8 ) board of supervisors of the composition, powers and rules of procedure;
(9) profit allocation;
(10) the company's dissolution and liquidation methods;
(11) the company's notice and notice approach;
(12) shareholders meeting and other matters deemed necessary.
from the above provisions of company law can be seen, the law of limited liability company's statutory records matters take a more lenient rules; while the Corporation's Articles of Association statutory records, which shall be adopted stricter rules, requiring more items recorded, which is the nature of the assets by the Corporation and the open nature of the decision.
(e) the effectiveness of the Articles of Association. Article 11 of Law : In the company of their own behavior. to be bound by the Articles of Association. Specifically, (1) the company shall be in accordance with its articles of association of the way, have authority, the meaning of business execution and management decisions, oversight institutions, corporate organizations, and press articles of association to exercise powers of jurisdiction; (2) on the company's articles of association should be used under the name of the company's articles of association to determine the scope of business engaged in business activities (3) Company shareholders in accordance with its charter obligation to the company, the rights of shareholders If the violation by the company, can sue the company.
2. Articles of Association of the effectiveness of the shareholders the company articles of association by the shareholders of the Company to develop, and binding the shareholders. This binding is not limited to drafting, the development of the Articles of Association shareholders, but also later joined the company's shareholders are the same, this is a home rule charter by the company determined the nature of the company articles of association the effect mainly to shareholders for the shareholders in accordance with the articles of association rights and obligations, such as shareholder entitled to attend shareholders to exercise voting rights, transfer of funding, access to such publicly available information, to obtain dividends, etc.; the same time, the funding responsibility to pay the subscription and the articles of association on other obligations.
3. Articles of Association of the directors, supervisors and effectiveness of senior management the company articles of association directors,hangzhou massage, supervisors, senior management the effectiveness of the performance of the company's directors, supervisors and senior management personnel shall comply with the articles of incorporation, articles of association in accordance with the provisions of law and exercise the powers and if the directors, supervisors, senior management's behavior. goes beyond the articles of incorporation of its terms of reference given to its own behavior. should be responsible for the company.
(f) the articles of incorporation to change the company charter change is already in force amendments to the Articles of Association. In principle,beijing escort, the matters recorded in the articles of incorporation, whether absolutely or recorded matter of any record matter, as long as necessary, indeed, may change, but changes in the Articles of Association, should follow the following principles: (1) Without prejudice to the interests of shareholders; (2 ) Without prejudice to the interests of creditors; (3) Without prejudice to the principles of corporate consistency, that is not due to changes in the articles of incorporation, leaving a corporate shift to another body corporate.
on the articles of incorporation to change the procedures, First of all, by the Board's proposal to amend the Articles of Association; Second, the proposal would amend the Articles of Association to inform. other shareholders; again, by the shareholders or the shareholders vote. China's Company Law, a limited liability company resolution to amend the company charter must be approved represents 2 / 3 vote of the shareholders by (Company Law Article 44, paragraph 2); Ltd. resolution to amend the company charter must be approved by the shareholders attending the general meeting of shareholders voting rights held by 2 / 3 through (section 104 Companies Act paragraph 2). Articles of Association after the change, the board should change the administrative authority for industry and commerce registration.
six corporate capital planning
(a) the meaning of enterprise capital. enterprise and capital, also known as equity, It is the Law on the meaning of the constitution by the company identified and enumerated, the total contribution of all the shareholders of the company specific forms of capital are the following:
1. registered capital that is narrow on the company's capital, is when it is established that the company raised by the articles of association set forth by the company registration authority registered capital. Law Article 26 states: amounts of capital. registration authority for the registration of the company's paid-up share capital. less than the registered capital to implement the national system of legal capital, the company charter capital should be determined enough to recognize all at once, so the issue of capital is generally equal to the registered capital, but shareholders of all recognition in the full capital, the monies can be paid in installments. practice authorized capital of the country, generally do not require the registered capital can be issued, so it is less than the registered capital.
3. subscribed capital. is that the capital contribution paid by the consent of the total.
4. paid-in capital . also known as paid-up capital, is established when the company actually received a total contribution of the shareholders it is a reality with the company's capital because of the shareholders to subscribe for shares in the future, may be paid all at once, within a certain period may also be phased pay. therefore paid-up capital may be equal to or less than the registered capital.
China's newly revised Company Law adopted by the company's capital to a certain extent authorized capital system, which allows the establishment of the company actually paid only a certain percentage of shareholders' recognition payment of capital, and the remaining subscribed capital of the company is set up can be paid within a certain period, so the company's registered capital is equal to all the shareholders of the company established the total subscribed capital, but the company's paid-up capital of the establishment may be less than registered capital.
(b) the principles of venture capital. the principles of venture capital, is established by the Companies Act in the establishment, operation and management of the entire process to ensure the company's real capital, security and legal norms must be followed The traditional corporate law principles recognized in the three most important capital, or capital to determine the principles, the principle of capital maintenance and capital the same principles.
1. capital to determine the principles of capital means that the company set up to determine the principle should be contained in the charter out of total company's capital, fully subscribed by the promoters or recognized enough, otherwise the company can not be established and now very few countries have strictly the principles mentioned earlier, our original company law is strictly implemented in the capital to determine the system which called for the establishment of the company's capital in the company when all fully subscribed and fully paid up, and to verification by the statutory capital verification agency, but this newly revised company law has been modified.
2. capital to maintain the principle of capital maintenance principle also known as the capital adequacy principle means that in the course of its existence, should keep a considerable amount of its capital assets. maintained the capital of China's company law and implementing the principles of the essence, provides a number of mandatory standards to ensure that the company has sufficient property. are: the establishment of companies, sponsors or shareholders shall not be withdrawal, shall not withdraw equity; the stock issue price of not less than par value; companies should be required to extract and use of the statutory fund. the statutory reserve fund may be regarded as capital, the main purpose is to make up the company's losses, expansion of business scale and increase capital; or no profit no loss distribution of dividends; company can acquire its own shares in principle, may not receive the company's stock as the subject of such mortgage.
3. Capital the same principles of capital principle is the same company capitalization, once established, non-statutory procedures, any changes may not in fact the same principle is the capital of capital to maintain the principle of the necessary requirements. China's Company Law key to the company's strict capital reduction restrictions of these provisions are: to prepare the balance sheet and inventory; general meeting of shareholders to be a resolution; capital reduction resolution required in the statutory period after the notification and announcement within the creditor; creditor is entitled to require the company to within the statutory period, or debt provide guarantees; companies to reduce the amount of registered capital of not less than after the statutory minimum; company registration authority shall register the change.
(c) venture capital and corporate assets. the traditional corporate law principles on the capital three the value of their systems, mainly to protect the interests of bona fide third and transaction security, and enhance the company's credit, but as business development and credit system changes, the company's credit is not established primarily depends on the company's registered capital, but depends on the company's existing assets and the market credit situation, so the three principles of the traditional company's capital has been challenged, the relevant change has occurred or will occur, such as the authorized capital system of production and use.
three principles of strict company's capital The main drawbacks are: First, the main limitation of civil and commercial qualifications and opportunities to enter the market, setting the threshold too demanding market access and hindered people's enthusiasm for investment, and thus not conducive to social and economic development; the second is to increase the company's establishment, difficulty raising capital, the company's founder is not easy; third is to increase the company's operations in the cost of capital, leading to capital idle, thus increasing the company's overall costs; fourth is misleading the company's reputation, performance capabilities, credit, etc. aspects of the judge, that a large amount of registered capital of the company is reputable company, and thus making it ignore the objective consideration of the company's assets and determine and make false investment, a high incidence of the behavior. of capital flight.
's credit in particular In fact, the company's solvency is established with the company's registered capital have little relationship, because the company is its total assets (instead of the registered capital) of external debt obligations bear. If the company is set up registered capital of 100 million, are have assets of 300 million, the company needs all the assets of 300 million commitment to debt obligations; the other hand, if the registered capital of 300 million, currently has assets of only 100 million, the company can only take this one million yuan debt liability.
is based on the company's capital to understand the nature and significance of the above, our newly revised Company Law in the company's capital system has done a major revision is reflected in four aspects:
1, a significant reduction in the company's statutory minimum amount of registered capital, a limited liability company's statutory minimum registered capital from 10 million yuan, 300,000 yuan and 500,000 yuan reduced to 3 million, Inc. statutory minimum registered capital of 10 million yuan reduced to 5 million yuan.
2, cancel the paid-in capital system, from the original shareholders of the company established the entire registered capital must be paid in order to set up a company (that is, the original Company Law provides that of all shareholders contributed capital contributions , and can be set up companies and then pay installments funded.
3, canceled a company law to force companies to switch to investment ratio of the limits (ie, the cumulative amount of investment shall not exceed 50% of net assets), changes based on the Articles of Association by the Board of Directors or shareholders, shareholders meeting decided. Fourth, the original Act to cancel the limited liability company's registered capital according to the types of companies to take a different amount of the statutory minimum registered capital requirements, to a centralized registration of the statutory minimum amount of capital.
Section
a business plan change, the meaning of a business combination and its type
(a) the meaning of a business combination. merger is when two or more enterprises on an equal , consultation, on the basis of mutual benefit, according to legal procedures into a company's behavior. business combination is a kind of economic behavior, but also a legal act, so the need for changes in matters relating to change of registration in accordance with law.
(b) the type of business combination. classified by behavior, corporate merger and the merger can be divided into two types of the new merger; classified according to scope of consolidation, mergers can be divided into horizontal mergers, vertical integration and mixed merger; classification by way of investment, corporate financed the purchase of assets, mergers can be divided into type merger, buyout stock-style. merger of the stock exchange assets-style. merger of the stock in exchange for stock-style. merger.
(c) the business combination of reasons. merger of a variety of reasons, mainly are the following: economies of scale; to avoid the risk of competition and expand market share; to diversify, spread business risks; credit taxes.
(d) merger of the general procedure. a business combination is an economic behavior, but also a legal act, it must follow certain legal procedures, usually, the combined general procedure is as follows: the merger the merging parties intentions; signed the merger agreement; shareholders by combining the resolution; notice of creditors; for combined registration. < br> Second, the enterprise division
(a) the concept of separation of business and type of separation is a business enterprise into two or more according to economic behavior. of enterprises. There are two types of corporate separation: new separation and derived discrete. The new division is all the property of their respective companies included in two or more of the new enterprise, the original company dissolved its derived separation is part of the property and business enterprises to set up another new company, the original business survival .
(b) the business reasons for separation. enterprise division of the main reasons are the following: to improve operational efficiency; business expansion; to avoid antitrust suit.
(c) of the enterprise division of the general procedure. corporate separation Basic program with the same merger process, including the following steps: make separate comments; make an announcement; signed separation agreement; for separate registration.
Third, the corporate debt restructuring plan by creditors in order to avoid
litigation (arbitration) to enforce such rigid means to resolve debt disputes, in practice, liabilities, businesses can generally take the following two ways: one is for bankruptcy. The second is the debt restructuring.
debt restructuring, in theory, can be divided for continuous operation under the conditions of debt restructuring and discontinued operations up and down the conditions for debt restructuring two. This is the former, the aim is to reduce the debt burden of enterprises, the enterprise's capital structure in practice ...
