2. The minimum statutory registered capital of a joint stock limited company is RMB100,000 yuan. The registered capital of the company limited by shares to be established is 50 million yuan, which meets the requirements.
3. The contribution of industrial property rights and non-patented technology shall not exceed 20% of the company's contribution, while the industrial property rights of Torch Factory have exceeded 20% of the registered capital, which is not in compliance with the law.
4. Where the Company Law provides for the establishment of a company by offering, the shares subscribed by the promoters shall not be less than the total number of shares of the company.
The capital contribution of the two promoters accounts for 35% of the total shares of the company, which does not meet this requirement, so it does not meet the provisions of the Company Law.
/kj/Jinchang/jjfx/nlhb/nlhb- 1 . doc
2.( 1) Article 2 of the Company Law of People's Republic of China (PRC) stipulates that "companies mentioned in this Law refer to limited liability companies and joint stock limited companies established in China according to this Law". Article 20 of the Company Law stipulates that "a limited liability company shall be established by more than two shareholders and less than fifty shareholders.". State-authorized investment institutions or state-authorized departments can independently invest in the establishment of wholly state-owned limited liability companies. "
The company is an independent enterprise legal person, enjoying independent property rights and taking responsibility with its independent property. The company's property comes from the investment of shareholders. Once the company is established, the shareholders lose the property ownership and gain the equity. Individual shareholders have no right to directly dispose of the company's property, and during the existence of the company, shareholders may not withdraw their capital contributions. Only when the company is terminated can shareholders distribute the remaining property. Therefore, the company's property cannot be confused with the personal property of the company's shareholders, nor can the company's shareholders be required to take responsibility for the company's debts with other property other than their capital contribution. In this case, Zhang has a dual identity, and Zhang is both a shareholder and a creditor of the company.
(2) When the company is dissolved, the property displayed by Zhang as a shareholder holding shares in the company cannot be compensated by other creditors. After the company's property meets the creditor's rights of all creditors, the remaining part can be distributed to the shareholders of the company in proportion to the capital contribution; Zhang is also a creditor of the company, and his creditor's rights to the company belong to his personal property, not to the company's property. In the Company Law, because the company property is separated from the personal property other than the shareholder's contribution, Zhang should participate in the distribution of the company's creditor's rights together with other creditors of the company.
(3) When handling this case, the court first paid off the creditor's rights including Zhang with the property dissolved by the company, and then distributed the remaining property to the shareholders of the company in proportion to the capital contribution.
/kczy 06 c/upload files/20066 13 1 15034332 . doc