Business plan, financial planning, exit strategy, market research, customer feedback, competitive market, business and product pricing, investigating business costs, advertising

Steps to register a company:

1. Name verification: Go to the Industrial and Commercial Bureau to get an "Enterprise (trade name) name pre-approval application form", fill in the name of the company you plan to get, and the Industrial and Commercial Bureau will search online (Intranet of the Industrial and Commercial Bureau) to see if there are any duplicates. If there is no duplicate name, you can use this name, and a "Notice of Pre-approval of Enterprise (Trade Size) Name" will be issued. The handling fee for this step is 30 yuan.

(30 yuan can help you search 5 names. Many names are repeated, so there is no need to try common names to avoid wasting money)

Writing "Articles of Association":

You can download a sample of the "Articles of Association" from the Industrial and Commercial Bureau website and just modify it. The articles of association conclude with the signatures of all shareholders.

Engrave a private seal:

Go to the seal engraving place on the street to engrave a private seal and tell them to engrave the legal person's private seal (square). The cost is about 20 yuan.

Go to an accounting firm to get a "Bank Inquiry Letter":

Contact an accounting firm and get a "Bank Inquiry Letter" (must be the original, the accounting firm Stamped with fresh seal). If you are unclear, you can read the classified ads in the newspaper. There are many advertisements for accounting firms.

Go to the bank to open a company capital verification account:

All shareholders bring their share of the money to the bank, the company's articles of association, the verification notice issued by the Industrial and Commercial Bureau, and the legal representative Go to the bank to open a company account with your private seal, ID card, money for capital verification, and blank inquiry form. You need to tell the bank that you are opening a capital verification account. After opening the company account, each shareholder deposits corresponding money into the company account according to the amount of his own investment.

The bank will issue a payment note to each shareholder and stamp the bank's seal on the inquiry letter.

Apply for capital verification report:

Take the shareholder payment note issued by the bank, the inquiry letter stamped by the bank, as well as the company's articles of association, verification notice, rent contract, and real estate certificate Make a copy and go to an accounting firm to apply for a capital verification report. The general fee is about 500 yuan (registered capital below 500,000 yuan).

Register a company:

Go to the Industrial and Commercial Bureau to obtain various forms for company establishment and registration, including establishment registration application form, list of shareholders (sponsors), supervision of directors and managers, and legal representative registration Form, designated representative or authorized agent registration form. After completing the form, submit it to the Industrial and Commercial Bureau together with the verification notice, company articles of association, rent contract, copy of the real estate certificate, and capital verification report. The license can be collected in about 3 working days.

This fee is about 300 yuan.

Tax registration:

After receiving the license, go to the local tax bureau to apply for a tax registration certificate within 15 days.

2006 is an important year in the process of China’s rule of law. Not only will the new Company Law be implemented on January 1, 2006, the Property Law will also most likely be promulgated in 2006. 2006 is also the year The 20th anniversary of the promulgation of China’s General Principles of Civil Law.

(I often feel that the greatness of some predecessors is incredible. As far back as 1986, the far-sighted "General Principles of the Civil Law" established basic social principles such as equality of civil subjects, autonomy of will, good faith and civil rights and responsibilities. , these have real historical significance for the establishment and development of our market economic system today)

First of all, the law surrounds us every day like air. The money in your card belongs to you, and the air ticket you bought can Get on the plane, etc. Generally speaking, for our daily social and economic life, there are mainly three types of laws, one is the subject law, the other is the transaction law, and the third is the regulatory law. That is to say, it first stipulates which subjects exist in society or the market, whether they are people or enterprises, how to set up, etc., then stipulates what rules should be followed in interactions between subjects, and finally stipulates how the government supervises these subjects and their behavior.

So, from my personal understanding, contract law and company law are the most important laws, because contracts are the medium of exchange and companies are the most important form of economic organization in society.

No one can produce all the things they need by themselves, from cars to toothpaste, so division of labor and exchange are needed. From the time when primitive people exchanged venison for apples, everyone has already formed an unwritten contract; and in the face of socialization During large-scale production, the power of individuals is weak. Social capital is gathered together and through the operation of professionals, batches of steam engines are produced, turning technology into products. Without the corporate system, there would be no capitalism and no socialized large-scale production.

Just like Roman law 3,000 years ago proclaimed "the sanctity of private rights and freedom of contract," our country's new "Company Law" this time proclaims "encouraging investment and autonomy of will." (The other value meaning of autonomy in law is self-responsibility. The two meanings together are freedom)

1. Company and limited liability

A company is Shareholders invest in corporate legal persons established in accordance with the law for the purpose of profit.

Once a shareholder's investment enters the company, it becomes the company's legal person property. The shareholder can only enjoy and control it in accordance with the company law and cannot directly control it. (This is the law of conservation of rights. The company gives you shareholder rights in exchange for other people’s legal person property rights)

A company is an organization, that is, a society, with an internal structure; a company is not a person, but the law gives it independent civil rights. The subject status becomes a fictional person, which is a legal person.

A limited liability company, to be precise, should be called "a company in which shareholders bear limited liability and the company bears unlimited liability." That is to say, the company's liability is unlimited until all losses are lost, while the shareholder's liability is limited and is limited to the amount of capital subscribed.

As mentioned above, the limited liability system is the greatest invention of the West in the 17th and 18th centuries. It creates a firewall between shareholders’ property and company risks, allowing the maximum efficiency of social capital to be concentrated. It is the earliest and most efficient system in history. A famous company was the British East India Company. In essence, the company is a tool for shareholders to make profits, but objectively it has become the most effective way to organize social resources. To a certain extent, it can be said that the emergence of the corporate system was a landmark event that marked the beginning of ancient China's production efficiency lagging behind that of the West.

2. Number of shareholders and one-person company

In the past, the requirement for registering a company was 2-50 shareholders, that is, at least two people can establish a company. Starting next month, one person can also register and establish a limited company, which is a one-person company stipulated in the new company law.

I understand that the current system is mainly to facilitate the establishment of subsidiaries by existing companies. As for us natural persons to establish our own one-person company, I strongly do not recommend it.

One of the reasons is that the requirements for establishment are rather high. For example, the registered capital requirement is 100,000, while an ordinary limited company only requires 30,000. Second, personal property risks are huge. We know that shareholders of a limited company should bear limited liability, that is, they should bear risks within the scope of investment and cannot raid their properties until they lose all their money. However, when a one-person company encounters debt risks, the law first presumes that its shareholders bear joint and several liability, and then gives you the opportunity to prove that your personal assets and company assets are completely separated, and that your money and the company's money are two different things. If you can prove it, you will be exempted from liability. If not, you will use your own property to pay off the company's debts. In reality, it is difficult to tell whether your mobile phone bill is due to your personal matters or the needs of the company's business.

However, if you meet a one-person company when working with others, I think you can trust him because he has the courage to tie his life and fortune to the company. I think the credibility is higher. . Foreigners like to use their own names as company names, so they gain more trust and benefits, because this means that "doing business is being a human being".

We have always advocated that companies such as real estate agencies and overseas study consulting companies should implement joint and several liability between the company and shareholders, such as partnerships, so as to prevent some people from using the limited liability of shareholders to defraud society and defraud the money. Run away and use the money himself. If you go to him, he will tell you to go to a company. The company is a limited company. (By the way, law firms are partnerships.)

3. Registered capital and investment methods

In the past, the registered capital of a consulting company was 100,000, and that of a retail company was 300,000. Production and wholesale companies require 500,000, and must be paid in full at once. Therefore, many people who do not have enough money have to go to "industrial and commercial agents" to raise money to register, so we call a 500,000 license "junk license". From the day it is born, this company is not trustworthy at all.

Now, it has completely changed.

The minimum registered capital of a limited company is 30,000, with no upper limit. The registered capital can be paid in installments, usually within two years. However, the down payment must not be less than 20%, nor less than 30,000. (Those who have special industry qualifications in finance, real estate, etc. should follow their requirements.) You can open a limited company with 30,000 yuan. Being the chairman is at least very easy on the surface. Therefore, it is recommended that people who are prepared to spend how much money to start a business should Just invest according to your realistic plan.

This is actually more market access and encourages investment. Many times, when the law and the government set more and higher thresholds for companies, they are artificially creating scarcity. The regulation that "selling cabbage must have a registered capital of 300,000, and even must be approved by a certain government department" seems to protect consumers. Literally shooting down the entire farmers market, this monopoly should be damned. When Gates and Paul first started the company, they were designing control software for traffic lights. Due to the scale of the company, only two computers were needed. When it got bigger, there was a Microsoft empire.

In terms of investment methods, anything that can be valued in currency and transferred in accordance with the law can be used as investment. Currency, cars, houses, trademark rights, debts, and equity are all eligible. There are two requirements. One is non-monetary. You must first evaluate before investing. Second, the monetary investment must account for at least 30%.

In fact, in most cases, this is not an obstacle for small and medium-sized companies. If the money is not a lot, it is more efficient to pay first and then purchase non-monetary assets after the company is established. But the new regulations are too loose for holding companies, or for companies that invest in technology and want to go public in the future.

IV. Dividend ratio

In the past, shareholders were required to pay dividends only in proportion to their capital contribution. In fact, this is unfair. Everyone who works in the company knows that some shareholders contribute less capital, but others If you have customers or someone has technology, money is not everything. Therefore, the dividends are often distributed in proportion to the capital contribution on the surface, and an agreement is made privately to give the appropriate portion to others.

Okay now, the rules are: 1. Dividends will be distributed according to the articles of association, whatever you agree on; 2. If there is no agreement in the articles of association, dividends will be distributed according to the actual capital contribution ratio. This is because installment investment is now allowed. By the time the dividend is distributed, the funds may not have been fully disbursed. It is more fair to distribute the capital according to the actual proportion.

So: For example, if the first owner contributes 500,000 and the second owner contributes 500,000 to a company, it can be stipulated in the articles of association that the first owner will receive 80% of the bonus and the second owner will receive 20%. If there is no agreement, and assuming that the first boss actually paid out 100,000 when the dividend is paid, and the second boss paid 300,000, then the dividend ratio is 25% to 75%, and the second boss will not suffer any loss.

5. Legal Representative

In the past, the legal representative of a company had to be the chairman of the company. Someone was the chairman of 4 or 5 companies, and it was impossible to keep an eye on him every day. Tan'er, but you have to bear all the responsibilities.

Now it’s okay, the chairman (executive director) and general manager are all in office, and the company’s articles of association determine it.

An additional reminder is that the legal representatives of many companies like to call themselves: "I am a legal person." This is wrong, please remember: legal persons are not people. According to Aristotle's syllogism, don't curse yourself. You can call yourself a "legal representative". Although this is not standardized, it is at least acceptable. It is best to use the regular usage of "legal representative".

6. Business scope and production conditions

In the past, it was always emphasized that the company's business scope would not be exceeded. This is a product of the planned economy. A few years ago, Haidian Industry and Commerce was reformed to have no restrictions on business scope, except for those that require special approval. The attitude of this new company law is that the business scope is still required and must be written into the articles of association and business license, but operating beyond the business scope will not be considered illegal or invalid. In other words, what you are violating is also the industry management law. You cannot operate airport construction with a registered capital of 30,000 yuan. What you are violating is not the company law.

In the past, when registering a company, you were required to provide proof of production conditions. For example, clothing production depends on your equipment. In fact, it makes no sense to ask people to buy equipment before the company is established. This time it’s all free, all you need is an office location.

7. Company Reinvestment

In the past, the company’s external investment was always limited to no more than 50%. It was claimed to protect creditors, but it was forgotten that long-term investment itself is on the left side of the balance sheet. For big items, it seems like investing money is like throwing it away.

Not now, just invest as much as you like.

Of course, if you vote 100%, you can vote if you think it’s appropriate. I think it’s a bit unreliable.

But now there is a particularly good restriction on reinvestment, that is, you can no longer bear joint and several liability for the company you invest in, and you can no longer guarantee it. Don't invest in a company and then go to a bank to guarantee a loan. This is not good for creditors because you are using your own assets to guarantee your own assets.

In short, investment companies, holding companies or group companies can compete freely, and the embarrassment of having hundreds of billions in their accounts and being unable to invest disappears.

8. Audit exemption for small companies

In the past, when I was a small company, annual inspections were very troublesome. I didn’t have much assets, so I had to do an audit to get annual inspections, which was all false. Now the new company law proposes that small companies can be exempted from audits. Of course, it depends on what the Industry and Commerce Bureau will do next. However, in short, it is to facilitate investors and try not to cause you any trouble. This has become the legislative value orientation. This is progress.

9. Right to know

The new company law is committed to solving the problem of information asymmetry. Information that is meaningful to all stakeholders and should be mastered by all stakeholders is known to be information asymmetry. From money-making operations in the stock market to chemicals floating in the Songhua River, the new company law has made many provisions on the disclosure of information about interested parties, which is a good law.

There are two rights to know that are recognized. First, no matter who you are, if you want to know about a company or do business with it, you can go to the Industrial and Commercial Bureau to check the files. This is for the public. Second, as long as you are a small shareholder of a limited company, you can ask to see the company's resolutions, accounting books, etc., such as checking who the company gives rebates to, etc. This is a weapon. (Joint-stock companies require 1% equity and a certain shareholding period)

10. Small shareholders (withdrawal rights, judicial dissolution rights, etc.)

In fact, sometimes being a small shareholder in a company is a Depressing things, because the major shareholder bullies you, or the relationship between the two parties deteriorates. You may disagree with some company decisions, but there is nothing you can do about it because your shares are small. But you can't leave yet, because the registered capital cannot be withdrawn, and you can't find the right person to transfer shares.

It’s easier now. You can ask to withdraw your shares and the company will acquire your shares. You can also sue to confirm that the company's resolution is invalid or revoked. If the trouble is really out of control, you can go to court and ask for judicial dissolution of the company. Of course, things may not necessarily be that bad, but using multiple methods means you have more leverage and initiative during negotiations, right? This is the protection the law gives you.

In addition, basically if a company wants to do a business related to a major shareholder, the shareholders who are related will lose their voting rights during the resolution, and they have to avoid it. This is also very scientific.

A particularly meaningful aspect of the new company law is its emphasis on remedies. Whenever you are given a right, you will basically be told what to do if this right is infringed, who to contact, what procedures, and how to sue. This legislative idea that emphasizes relief and operability provides society with more practical norms, which is very rare and worth learning from.

11. Obligations of senior executives and directors

Senior executives have more obligations, which encourage independence and require loyalty and diligence. There are really many specific contents. But the most important thing is to take the infringement of the company's business opportunities as a matter of investigation.

It is very common to intercept orders from companies. Whether it is for a company opened by a relative or a friend, this is a kind of "opportunity encroachment". You must be careful when doing this after New Year's Day.

12. Equity inheritance rights

A limited company is legally a company under a joint venture contract. Renhe means people stay together based on the trust between them, such as a partnership, (or even a couple). A joint venture is a pure combination of capital. People may not even know each other. There are many people buying shares of listed companies, but they rarely know each other. The credit of a limited company relies on both people and capital. So when you choose a partner, you will look at who the other party is and what their financial strength is before you give your trust.

When a shareholder dies, the equity can be inherited. This is no problem, but other shareholders are unwilling to cooperate with the new successor shareholder. I think your father may not think highly of you, so now you can write it in the articles of association. It is stipulated in the agreement that the equity cannot be inherited. After the death of the shareholder, the company automatically acquires his equity. What can be inherited is the acquisition money.

13. Revocation of existence

It is very common for a company to be revoked. If you can no longer work, or if you apply for another license, you will abandon the original company, or even Some are just to avoid debt.

It is now clear that a company whose business license has been revoked still exists and can be a defendant. If a shareholder commits misconduct, he or she will continue to bear responsibility. If a company even neglects liquidation and causes losses to creditors, the shareholder must compensate them.

This is a real law to protect creditors and protect market order.

14. Social Responsibility

The new company law stipulates that companies should bear social responsibilities. Social responsibility is the company’s responsibility to stakeholders, from the environment, customers to the residents of the community where it is located. . (Companies that like to work in apartments, be careful)

I have never understood what Hayek and others think. They think that companies do not need to have a conscience other than pursuing profits. Companies and the people in them do not Probably all animals. It is true that companies are a tool for shareholders to make profits, but instrumental rationality cannot completely replace value judgment, especially in the Chinese tradition. In the near future, we will have to provide supplementary lessons to rich and uncultured people like the United States. . As the saying goes, GDP measures everything except the things that make our lives happy.

The company's social responsibility itself also belongs to the company's value system and is part of the company's management content. A company with social responsibility has three major gains: 1. A company with long-term goals and goals is happy. Microsoft's launch of "Your Potential, My Passion" last year actually gave itself endless room for improvement; 2. Cohesion, employees not only work in the company to make a living, but also work in the company because of glory and excitement. Real life is even tinged with religion. , wait and see the report; 3. Social evaluation, I say that although history is harsh, it never lies. A company with social responsibility will have a better social evaluation, from the willingness of excellent employees to the willingness of excellent customers to talk. In short, the company has gained unlimited trust benefits.

In fact, labor protection is also a category of social responsibility, which is already performed within the company. The great progress in science and technology is good for everything, but it does not solve the employment problem and often even harms employment. This is the mutual benefit and disadvantage of technology. I look at the world today. Regardless of whether it is a developed country or a developing country, including China, there may not be a huge increase in the total amount itself. Why do we need so much wealth? Why do we need to conquer nature so strongly? We still have to consider employment and consider More human beings can obtain a moderate level of material life and a better spiritual life. This is the meaning of human beings, and companies are responsible for this.

15. Negation of the limited liability of shareholders

The most serious issue, which I will mention at the end, is the denial of the limited liability of shareholders. In other words, it means that you, the shareholder Bear joint liability with the company and lose money together.

This is academically called "denial of legal personality" or "lifting the corporate veil." It doesn't matter what you call it. The key is that your shareholders' limited liability is gone, and the money you lose may have to be paid to your family.

What causes this situation is what the company law says if you abuse limited liability to infringe on the rights of others or damage the interests of the company or evade debts. For example, making false investments, transferring assets, or using a company to sign a contract to get the money yourself. The most troublesome thing is that the income and expenses of you and the company are difficult to distinguish and confused.

In reality, shareholders and companies are often not completely separated. It is normal for both companies to print business cards, use the same fax machine, and borrow bank accounts from each other. If it is serious enough, you may lose your limited liability in the future, which needs to be taken seriously.

16. The last thing to talk about is the "Articles of Association"!

As can be seen from the above, corporate autonomy has gained great freedom, and the articles of association have become a very important document. Now when you go to apply for a license, the Industrial and Commercial Bureau will prepare a few pieces of paper for you in a fixed format, with only a few fill-in-the-blank fields, such as what is your name and where do you live. Such a charter is an insult to everyone's wisdom.

Now it is different, the dividend ratio, staged investment, who is the legal representative, decision-making methods, special responsibilities of senior executives (such as compensation for misappropriation of business opportunities), equity inheritance, external investment and guarantees, etc.

In my opinion, not only the articles of association of newly established companies need to be richer and more complicated, but many old companies also need to modify their articles of association, and it is not the kind of "simple modification like a mental retard", but serious thinking. And designing your own company's governance structure, even if you are a company with only two people and a registered capital of 30,000 yuan, it is still a good idea to consider it.