It’s a bit complicated, read it slowly

The latest version (2007 second edition)

How to register a limited liability company

To applicants?

Welcome to register with the Beijing Administration for Industry and Commerce. We adhere to the "applicant-oriented" service concept and promise to provide you with convenience and assistance as much as possible. In order to give you a basic understanding of the licensing process and licensing knowledge, we have produced a "One-time Notification Sheet", please pay attention to it.

Attention: The content contained in this notice is of a general introduction. If you have any questions, please consult the relevant laws and regulations. You can also log on to the "www.BAIC.gov.cn" website or go directly to the Industrial and Commercial Administration. Agency consultation.

Printing time: December 2007

Application method

In addition to applying directly to the enterprise registration location, applicants can also apply by mail, fax, or electronically Non-fixed forms of data exchange and e-mail are proposed.

The format text submitted by the applicant for administrative licensing in a non-fixed form shall use the application format text provided by the Beijing Municipal Administration for Industry and Commerce.

If an applicant submits an application for administrative licensing in a non-fixed form, he or she shall provide the detailed contact number, mailing address, email address, and entrustment information of the applicant or the agent entrusted by the applicant in accordance with the law while submitting the materials. Documents etc.

If an applicant submits an application for administrative licensing by letter to the administrative licensing agency of the industrial and commercial administration authority, it shall be the originals of the relevant application documents and certificates, and the signature and seal on the application document shall be true and valid.

Concept of limited liability company

A limited liability company is established in accordance with the "Company Law of the People's Republic of China". The shareholders bear liability for the company to the extent of their capital contribution, and the company shall A corporate legal person whose entire property is liable for the company's debts. ?

Conditions that a limited liability company should meet

(1) There must be more than 1 (including 1) and less than 50 (including 50) shareholders;

Qualification certificate of shareholders

If the shareholder is an enterprise, a copy of the "Business License" with the official seal of the enterprise shall be issued; if the shareholder is a public institution, a "Public Institution Legal Person Certificate" with the official seal of the company shall be issued Copy; if the shareholder is a social group, a copy of the "Social Group Legal Person Registration Certificate" stamped with the official seal of the unit and the "Certificate of a Social Group Non-Party and Government Organized" confirmed by the civil affairs and social organization management department; if the shareholder is a natural person, a copy of A copy of the person's ID card or other legal identity certificate; if the shareholder is a trade union, an approval document from the trade union at or above the district or county level agreeing to the investment should be submitted.

Please note that the following units do not have investment qualifications or have limited investment capabilities

1. Market entities (including natural persons) locked into the "Warning Information System" of the Beijing Credit Information System ), its investment qualifications are restricted during the lock-in period. For example: a natural person who is locked into the "warning information system" cannot serve as a new shareholder of other companies during the lock-in period; he cannot add or transfer shares in a company that is already a shareholder.

Special attention:

Please log on to the Beijing Municipal Administration for Industry and Commerce website www.BAIC.gov.cn to query the "Enterprise Credit Information System" to obtain relevant credit information.

2. Party and government agencies, judicial administrative departments, and social groups sponsored by party and government agencies are not allowed to invest in limited liability companies.

Public institutions affiliated to party and government agencies with administrative management and law enforcement supervision functions, as well as logistical and support economic entities (corporate legal persons) and training centers run by various departments of party and government agencies are not allowed to invest in limited liability companies .

3. Accounting firms, auditing firms, asset appraisal agencies, and law firms are not allowed to invest as investment entities in establishing limited liability companies in other industries.

4. A limited liability company can invest in other companies, collectively owned (shareholding cooperative) enterprises and joint ventures, and can also set up branches. Branches are not allowed to invest externally.

5. Trade unions can invest in and establish companies after approval by trade unions at or above the district or county level.

6. Persons prohibited by laws and regulations from engaging in for-profit activities shall not become shareholders of the company.

7. A natural person shareholder or a legal person shareholder can invest to establish a one-person limited liability company. A natural person can only invest in a one-person limited liability company.

(2) The shareholder’s capital contribution reaches the minimum limit of statutory capital. The minimum registered capital of a limited liability company is RMB 30,000; if laws and administrative regulations have higher provisions on the minimum registered capital of a limited liability company, such provisions shall prevail.

The monetary contribution amount of all shareholders shall not be less than 30% of the registered capital. Shareholders can use non-monetary property such as physical objects, intellectual property rights, land use rights, etc. as valuations to contribute capital, except for properties that cannot be used as capital contributions according to laws and regulations.

The registered capital of a limited liability company can be paid in installments. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital and shall not be less than the legal minimum limit of registered capital. The remaining part shall be paid in full by shareholders within 2 years from the date of establishment of the company; among which, investment companies may pay in full within 5 years .

The minimum registered capital of a one-person limited liability company is RMB 100,000, and shareholders should pay the full amount of capital contribution stipulated in the company's articles of association at once.

Companies that operate pre-licensing projects set by laws, administrative regulations and decisions of the State Council (for specific projects, please refer to the "Beijing Enterprise Registration Pre-licensing Project Catalog" printed by the Beijing Administration for Industry and Commerce), apply for Installment payment can be adopted when registering.

(3) Shareholders must jointly formulate the company's articles of association;

(4) Have a company name and establish an organizational structure that meets the company's requirements. The name of the company should comply with the relevant provisions on name registration management, and the name should be marked with the words "limited liability company" or "limited company". The company's organizational structure is the shareholders' meeting, the board of directors (executive director), the board of supervisors (supervisors), and the manager;

(5) It has a fixed production and operation site and necessary production and operation conditions.

When choosing a residence (business place), you should pay attention to:

1. If you use the following houses to engage in business activities that have not obtained a legal and valid property rights certificate issued by the housing authority, you should submit an application form: The "Certificate of Use of Temporary Residence (Business Premises)" issued by the township, town government, other departments or sub-district offices, or village committee members approved or authorized by the district or county government, and a non-requirement certificate signed by the user of the production and operation site and the site provider. Letter of commitment for demolition compensation costs.

(1) Buildings constructed in urban areas without approval from planning, construction and other government departments;

(2) Has been included in the scope of demolition by district and county governments or relevant departments But buildings that have not been demolished;

(3) Buildings in rural areas;

(4) The purpose column on the house ownership certificate is blank or the location of commercial and residential purposes Buildings that cannot be identified and whose purpose is not specified in the planning;

(5) Temporarily constructed kiosks and stalls (excluding postal newsstands and community convenience food stations).

2. Except for the above circumstances, if the residence (business place) applied for registration has obtained the "House Ownership Certificate", a copy of the "House Ownership Certificate" stamped by the property owner or signed by the property owner shall be submitted. If you use the following properties as your residence, you must submit the corresponding residence certificate.

(1) If a self-built house is used as a residence but has not yet obtained a "House Ownership Certificate", a copy of the construction permit and construction permit issued by the construction unit can be submitted as proof of residence use.

(2) If the public housing used to be directly managed by the district or county housing bureau is used as a residence, but due to the organizational adjustment of the housing bureau it is no longer possible for it to issue a certificate of ownership, the department specified by the district or county government can issue a certificate of ownership. .

(3) If a state-owned enterprise uses a property that has not obtained a "House Ownership Certificate" as a residence, the state-owned assets management department in charge of the unit or its superior unit can issue a property rights certificate.

(4) If you use a property in a science and technology park (development zone) that has not yet obtained a "House Ownership Certificate" as your residence, the district and county government or its authorized department shall issue a housing ownership certificate.

(5) The housing provider has a housing rental business project approved by the industrial and commercial administration authority, that is, the business scope includes "renting commercial housing", "renting office space", "renting commercial facilities" ” and other projects, the enterprise shall submit a copy of the business license with official seal and a copy of the property ownership certificate as proof of residence use.

(6) If you use a hotel or restaurant (hotel) as your residence, submit a copy of the business license of the hotel or restaurant (hotel) stamped with the official seal as proof of use of your residence (business place).

(7) If a civil air defense project is used as a residence, the "Declaration Form for the Use of Civil Air Defense Project" reviewed and approved by the civil air defense administrative department and a copy of the certification document approved by the fire department.

(8) If a house is used as a residence in an institution directly under the central government, the housing management department of the institution directly under the central government shall issue a certificate of use of the house.

(9) If the houses of ministries and commissions of the State Council are used as residences, the housing management department of the State Council Agency Affairs Administration shall issue a certificate of house use.

(10) If the house of a centrally-affiliated enterprise is used as a residence, the house management department of the enterprise shall issue a certificate of house use.

(11) If a house on the railway system is used as a residence, the housing management department of the Beijing Railway Bureau shall issue a certificate of house ownership.

(12) If you use military real estate as your residence, submit a copy of the "Military Real Estate Leasing License" stamped with the special seal of the Real Estate Administration Bureau of the Chinese People's Liberation Army.

(13) If non-teaching buildings in primary and secondary schools are used as residences, the district or county education committee where they are located must issue an opinion agreeing to operate the property.

(14) If the application for registration as a community convenience vegetable store is confirmed by the Municipal Commerce Bureau, the sub-district office or community comprehensive service center shall issue a certificate of consent to use the place as a residence for business operations.

(15) Those who apply to operate newspaper and magazine retail kiosks must, in accordance with Beijing’s “Opinions on Strengthening the Construction of Newspaper and Periodical Retail Kiosks in the City,” require a certificate of residence issued by the Municipal Management Committee.

(16) To establish an enterprise or individual industrial and commercial household in a registered commodity trading market, the domicile certificate shall be issued by the market service management agency, and a copy of the business license stamped with the official seal of the market service management agency shall be submitted. .

3. If a house in a residential building is changed into a commercial building as a residence (business place), it must comply with the provisions of national laws, regulations, and management regulations, and relevant documents must be submitted in accordance with the following requirements:

(1) If you have obtained the "House Ownership Certificate", submit a copy of the house ownership certificate signed by the property owner;

(2) The purchased commercial house has not obtained the "House Ownership Certificate" If required, submit a copy of the purchase contract signed by the home buyer or stamped by the purchaser and a copy of the commercial housing pre-sale license stamped with the official seal of the real estate developer;

(3) Leasing commercial housing or the developer’s official seal If you use the developed commercial house as your own residence and have not obtained the "House Ownership Certificate", you can submit a copy of the developer's house pre-sale permit and business license;

(4) Obtain the "Reemployment Discount Certificate" If a laid-off and unemployed person uses the rented public housing as his residence, he should submit a copy of the public housing lease contract and sign it in the "property owner's signature" area, but the signature does not have the effect of proving that the property rights belong to the signer; If they purchase a unit-renovated house as their business residence, they should submit a copy of the contract for purchasing the unit-renovated house and the purchase invoice.

In addition to submitting the above documents, the applicant should also submit the "Residence (Business Premises) Registration Form" signed by the applicant and making a commitment to change the residence into a commercial building, as well as the local residents committee or owners committee. Document proving that the interested owner agrees to convert the residence into a commercial property.

Residential buildings and buildings on the ground floor of residential buildings planned for commercial use are not allowed to engage in catering services, singing and dancing entertainment, providing Internet access service venues, production, processing and manufacturing, dealing in hazardous chemicals, etc. that involve national security and pose serious safety risks. Hidden production hazards, production and operation activities that affect people's health, pollute the environment, and affect the safety of people's lives and property.

4. According to the relevant provisions of the "Opinions on Regulating the Access and Management of Foreign Investment in the Real Estate Market" formulated by the Ministry of Construction and other departments, houses purchased by overseas institutions and overseas individuals are not allowed to be used as residences (business premises) to engage in business activities.

Special attention is drawn to:

The qualifications of legal representatives, directors, supervisors, managers, and branch heads.

Personnel who are locked into the "Warning Information System" of the Beijing Credit Information System cannot serve as legal representatives, directors, supervisors, managers, or branch heads during the lock-in period.

Please log on to the Beijing Municipal Administration for Industry and Commerce website www.BAIC.gov.cn to query the "Enterprise Credit Information System" to obtain relevant credit information.

Time limit for acceptance and review

If you apply for the establishment, change, cancellation registration and filing of a limited liability company, as long as the materials are complete and comply with the legal form, the industrial and commercial administration will make a registration decision on the spot and A business license or other registration certificate will be issued within 5 working days. (If the applicant submits an administrative license application in a non-fixed form, the time limit for acceptance and review shall be in accordance with the "Procedural Regulations on Enterprise Registration" of the State Administration for Industry and Commerce).

What is the registration consultation method?

If you want to obtain information about registration, you can call the industrial and commercial consultation hotline "1601315" or log on to the Beijing Administration for Industry and Commerce website (www. BAIC.gov.cn), read the one-time notice or directly go to the registration hall consultation window for consultation.

Registration jurisdiction

The registration jurisdiction of the Municipal Industry and Commerce Bureau:

(1) The state-owned assets supervision and administration agencies of the people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government perform their duties as investors The company and companies invested and established by the company with more than 50 holdings;

(2) Limited liability companies with a registered capital of 30 million yuan (inclusive) or more;

(3) National Industry and Commerce Other companies authorized to register by the State Administration;

(4) Professional asset appraisal companies, accounting firms, auditing companies, pawn companies, small and medium-sized enterprise credit guarantee companies, brokerage companies engaged in used motor vehicle brokerage business, Futures brokerage companies, private entry and exit agency companies, overseas employment agency companies, talent agency service companies, credit reporting companies, and trademark agencies.

(5) Companies established in the West Railway Station area, Capital Airport area, Tiananmen area, Motor Vehicle Trading Market, Antique City Market, and Panjiayuan Flea Market.

The registration jurisdiction of the district and county industrial and commercial bureaus:

(1) For limited liability companies beyond the scope of the municipal industrial and commercial bureau, the branch where the enterprise is registered is responsible for registration;

(2) Branch of a limited liability company.

Charging standard?

(1) The registration fee for company establishment registration is charged at 0.8‰ of the registered capital; if the registered capital exceeds 10 million yuan, the excess amount is charged at 0.4‰ If the registered capital exceeds 100 million yuan, the excess amount will not be charged, and the minimum opening registration fee is 50 yuan. A registration fee of RMB 300 is charged for branch establishment registration.

(2) The registration fee for company (branch) change is 100 yuan.

(3) Standards for charging change registration fees when a company increases its registered capital: If the registered capital does not exceed 10 million yuan, the increase will be charged at 0.8‰; if the registered capital exceeds 10 million yuan, the excess portion will be charged at 0.4‰; If the amount exceeds 100 million yuan, the excess amount will not be charged. If the registration fee for increasing the registered capital is charged, the change registration fee will no longer be charged. The minimum fee for capital increase is RMB 100.

(4) A fee of 50 yuan will be charged to replace the original license.

(5) A cost of 10 yuan will be charged for each copy of the license.

(6) There is no registration fee for company (branch) registration, but if it involves printing a new business license, a license copy cost of 10 yuan per copy will be charged.

Procedures for registering a limited liability company

To set up a limited liability company, you generally need to go through the following steps:?

Step 1: After consultation, receive and fill in the "Name ( "Name (Change) Pre-approval Application Form" and prepare relevant materials at the same time;

Step 2: Submit the "Name (Change) Pre-approval Application Form" and related materials and wait for the name approval result;

Step 3: Receive the "Notice of Pre-approval of Enterprise Name" and the "Application for Registration of Enterprise Establishment" and other relevant forms; if the business scope involves pre-licensing, go through the relevant approval procedures; go to the capital investment company confirmed by the Industry and Commerce Bureau Open a special capital account in the bank; go through the capital deposit procedures and go to the legal capital verification agency to go through the capital verification procedures (if capital is contributed in non-monetary ways, asset evaluation procedures and property transfer procedures should also be completed);

Step 4: Submit application materials that are complete and comply with the legal form, and wait to receive the "Notice of Establishment Registration Approval"; Step 5: After receiving the "Notice of Establishment Registration Approval", go to the Industry and Commerce Bureau on the date determined in the "Notice of Approval of Establishment Registration" Pay the fee and receive a business license.

To handle pre-registration of a name, please refer to "One-time Notice ①--How to Pre-register a Name". What documents and certificates should be submitted when applying for registration of a limited liability company?

(1 ) Documents and certificates that should be submitted for the establishment and registration of a limited liability company:?

1. "Application Form for Enterprise Establishment Registration" (including "Application Form for Enterprise Establishment Registration", "Unit Investors (Unit Shareholders, Sponsors)") Person) Directory, "Natural Person Shareholders (Promoters), Sole Proprietorship Investors, and Partnership Partners Directory", "Investors’ Registered Capital (Registered Capital, Capital Contribution) Payment Status", "Legal Representative Registration Form" , "Certificate of Appointment of Board Members, Managers, and Supervisors", "Certificate of Corporate Residence" and other forms);

2. Articles of Association (submit a printed copy and ask all shareholders to sign it; if there are legal person shareholders, The official seal of the legal entity must be affixed);

3. Capital verification report issued by the statutory capital verification agency;

4. "Notice of Pre-approval of Enterprise Name" and "Pre-approval of Name of Investors" Directory List";

5. Certificate of shareholder qualifications;

6. "Designation (power of attorney) letter";

7. "Corporate Secretary (contact person) Registration Form";

8. If the business scope involves pre-licensed projects, the approval documents from the relevant approval departments should be submitted.

Attention: Enterprises registered in Zhongguancun Science and Technology Park should submit a "Letter of Commitment" if they apply for business projects without specific approval. ?

In addition to the above necessary documents, a printed list of shareholders and directors, managers and supervisors that are consistent with the names of shareholders, time of investment, method of investment, and amount of investment specified in the company's articles of association should also be submitted. One copy of the member list.