1. Choose the form of the company:
An ordinary limited liability company, with a minimum registered capital of 3, yuan, needs two (or more) shareholders. Since January 26, the new company law stipulates that one shareholder is allowed to register a limited liability company. This special limited liability company is also called "one-person limited liability company" (but there will be no "one person" in the company name and "one person" in the license).
If you invest and start a business in partnership with friends and family, you can choose an ordinary limited company with a minimum registered capital of 3, yuan. If you are the only shareholder, choose one-person limited liability company with a minimum registered capital of 1, yuan.
2. Steps to register a company:
1. Name verification: Go to the Industrial and Commercial Bureau to get an "Application Form for Pre-approval of Enterprise (Shop Name) Name", fill in the company name you are going to take, and the Industrial and Commercial Bureau will search the Internet (Intranet of the Industrial and Commercial Bureau) for duplicate names. If there are no duplicate names, you can use this name, and a "Notice of Pre-approval of Enterprise (Shop Name) Name" will be issued. The handling fee for this step is 3 yuan. ?
2. Rent a house: rent an office in a special office building. If you own a factory or office, you can. In some places, you are not allowed to work in a residential building. After renting a house, you should sign a rental contract and ask the landlord to provide a copy of the real estate license.
after signing the rental contract, you have to go to the tax bureau to buy stamp duty at the rate of one thousandth of the annual rent. For example, if your annual rent is 1, yuan, you should buy the stamp duty of 1 yuan money and post it on the front page of the rental contract. Any place that needs to use the rental contract later needs to be a copy of the contract with stamp duty.
3. Writing the Articles of Association: You can download the sample of the Articles of Association from the website of the Administration for Industry and Commerce, and just modify it. The articles of association shall be signed by all shareholders at the end.
4. Carve a private seal: go to the place where the seal is engraved on the street and carve a private seal, and tell them about carving a corporate seal (square). The cost is about 2 yuan.
5. get a "bank inquiry letter" from an accounting firm: contact an accounting firm and get a "bank inquiry letter" (it must be the original, and the accounting firm should stamp it fresh). If you are not clear, you can read the classified advertisements in the newspaper. There are many advertisements of accounting firms.
6. Go to the bank to open a company's capital verification account: all shareholders bring their share of the capital to the bank, bring the company's articles of association, the name verification notice issued by the Industrial and Commercial Bureau, the personal seal of the legal representative, the ID card, the money for capital verification, and the blank inquiry letter form to the bank to open a company account. You should tell the bank that it is a capital verification account.
after opening the company account, each shareholder will deposit the corresponding money into the company account according to his own contribution. The bank will issue a payment slip to each shareholder and stamp the bank's seal on the inquiry letter.
note: the company law stipulates that when registering a company, investors (shareholders) must pay in full capital, which can be in the form of loan currency (that is, RMB) or in kind (such as cars), real estate and intellectual property rights. What goes to the bank is only the monetary contribution.
If you have a physical object or real estate as the capital contribution, it is troublesome to make the capital contribution with its actual value after it is appraised by an accounting firm. Therefore, it is suggested that you take money directly to make the capital contribution. No matter what means you use to get the money, whether you borrow it or not, you only need to pay the capital contribution in full.
7. Handling capital verification report: Take the shareholder's payment note issued by the bank, the inquiry letter sealed by the bank, and the company's articles of association, the notice of name verification, the rent contract and the copy of the real estate license, and go to the accounting firm to handle the capital verification report. General expenses are around 5 yuan (registered capital below 5, yuan).
8. registered company: obtain various forms of company establishment registration from the industrial and commercial bureau, including the application form for establishment registration, the list of shareholders (promoters), the supervision of directors and managers, the registration form of legal representative, and the registration form of designated representative or entrusted agent. Fill it out and submit it to the industrial and commercial bureau together with the notice of name verification, articles of association, rent contract, copy of real estate license and capital verification report. You can get a license after about 3 working days. This cost is about 3 yuan.
9. With the business license, go to the seal engraving agency designated by the Public Security Bureau to engrave the official seal and financial seal. In the following steps, you need to use the official seal or financial seal.
1. Handling enterprise organization code certificate: With the business license, handle the organization code certificate at the Technical Supervision Bureau at the expense of 8 yuan. It will take half a month to get this certificate. The Technical Supervision Bureau will first issue a certificate of pre-acceptance code, and with this document, you can go through the formalities of tax registration certificate and basic bank account opening.
11. Go to the bank to open a basic account: with the business license and organization code certificate, go to the bank to open a basic account. It is best to do it at the same branch of the bank where the capital verification was originally conducted, otherwise, the capital verification account fee in 1 yuan will be overcharged.
To open a basic account, you need to fill out a lot of forms. You'd better take all the things you can bring, or you'll have to make many trips, including the original business license, ID card, organization code certificate, corporate stamp and corporate stamp.
when you open a basic account, you need to buy a password device (since the second half of 25, most banks have this requirement), and the password device needs 28 yuan. In the future, when your company writes checks and draws money, you need to use a password device to generate passwords.
12. tax registration: after obtaining the license, apply to the local tax bureau for a tax registration certificate within 3 days. General companies need to apply for two kinds of tax registration certificates, namely national tax and local tax. The cost is 4 yuan and 8 yuan.
when handling the tax registration certificate, there must be an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card. You can hire a part-time accountant first. The salary of a part-time accountant hired by a small company at the beginning is generally enough in 2 yuan.
13. Apply for invoices: If your company sells goods, you should apply for invoices at the national tax; if it is a service company, you should apply for invoices at the local tax.
at last, it started to open. Pay attention to declare the tax on time every month. Even if you don't need to pay tax if you don't start business, you should declare it at zero, otherwise you will be fined.
Extended information:
Company change
1. Company name change
The company name can be changed one year after its establishment.
after changing the company name, corresponding changes need to be made in banking, taxation, social security and other departments. If there is a trademark certificate, it also needs to be changed.
2. Change of registered capital
When a company intends to increase or decrease its registered capital due to financing, increase or decrease of shareholders, it should make changes in the Industrial and Commercial Bureau in time.
it is more difficult to reduce capital than to increase capital, and it takes a long time to reduce capital.
3. Changes in the proportion of shareholders and capital contribution
When the company increases or decreases shareholders due to financing, equity incentive, shareholder withdrawal, etc., it will change the shareholder structure of the company and need to go to the industrial and commercial and tax departments for changes.
The difficulty of equity transfer is mainly in the tax link. The key is to see whether the equity is assessed as a premium transfer. If it is a premium transfer, a 2% tax is required.
4. Change of registered address
With the development of the company, more and more partners have joined the company and rented a bigger office. After the staff move in, the registered address on the company's business license should also be changed, or they may face a fine from the industrial and commercial department.
it is easier to change the address in the same district than across districts. In addition to industrial and commercial changes, banks and social security should also be changed. If there are qualification certificates such as trademark certificate and ICP certificate, and the registered address is listed on the certificate, the address needs to be changed accordingly.
5. Change of business scope
When a company expands new business or adjusts its business field, it must go to the industrial and commercial department to change its business scope in time.
if the new business scope involves qualification examination and approval, it is necessary to apply for relevant qualifications in time.
6. Change of senior management information
If there are changes in directors, legal persons, supervisors and managers, they should go to the industrial and commercial department in time to make changes.
this item is easily overlooked in actual operation, especially the change of the position of supervisor.
Baidu Encyclopedia-Company Registration