Preparatory materials required to register a company

1. Company name (more than 5 company alternative names)

2. Real estate certificate and property certificate of the company’s registered address Copy of the main ID card (unit properties must be stamped with the official seal of the property ownership unit on the copy of the property certificate and the house rental contract. Residential properties must provide the original property certificate to the Industrial and Commercial Bureau for verification)

3. All shareholders Original ID card (if the registered capital is provided by the customer himself, only a copy of the ID card is required; if the legal person has an out-of-town residence, the original temporary residence permit is required)

4. Capital contribution ratio of all shareholders (shareholders' share of the company's shares Arrangement)

5. Company business scope (what the company mainly operates, some scope may involve applying for qualifications or licenses) 2016 company registration process

Process 1. Apply for a company name Pre-approval

1. Prepare the corresponding materials and submit an application for pre-approval of the enterprise name to the name verification window of the Municipal Administration for Industry and Commerce.

2. Or submit an application for pre-approval of the enterprise name through the name verification window of the District Administration for Industry and Commerce in the jurisdiction where the business is located.

Procedure 2. Apply for a corporate business license

1. Prepare the relevant materials and submit an application for establishment registration to the enterprise registration window of the Municipal Administration for Industry and Commerce.

2. Or submit an application for establishment registration through the enterprise registration window of the district industrial and commercial administration bureau in the jurisdiction where the business is located.

Process 3. Apply for an online seal

Note: Prepare the relevant materials and find a professional seal engraving company to apply for an online seal to the Municipal Public Security Bureau.

Process 4. Apply for the organization code certificate

1. Prepare the corresponding materials and submit an application for the organization code certificate to the Municipal Bureau of Quality and Technical Supervision.

2. Or apply for an organization code certificate from the district quality and technical supervision bureau in the jurisdiction where the company operates.

Process 5. Apply for a tax registration certificate

1. Prepare the relevant materials and submit an application for a national and local tax registration certificate to the Sichuan Provincial State Taxation Bureau and the Municipal Local Taxation Bureau.

2. Or apply for a national or local tax registration certificate from the district state taxation bureau or local taxation bureau in the jurisdiction where the business is located.

Process 6. Apply for a basic bank deposit account

1. Prepare the relevant materials and submit an application for opening a basic bank deposit account to the selected bank.

2. After you open a basic bank deposit account, you can sign a tax withholding agreement and find an agency to help you with your accounting and monthly tax returns, tax accounting, etc. What is corporate capacity

1. The meaning of corporate capacity

A company’s capacity refers to the company’s ability to independently obtain rights and assume obligations based on its own behavior based on its own expression of intention. ability.

According to general theory, the company's behavioral capacity and its rights and capabilities are consistent. This consistency is not only reflected in the simultaneous creation and termination of the company's behavioral capabilities and its rights and capabilities, but also in the scope of the company's behavioral capabilities. The content is consistent with the scope and content of its rights and capabilities, and the restrictions on the company's rights and capabilities also apply to the company's behavioral capabilities. This is also where the system of rights, capacity and behavioral capacity of legal persons differs from that of natural persons. The rights and abilities of natural persons are the same, but their behavioral abilities are different. They include full behavioral abilities, limited behavioral abilities and incapacities. There are differences in the rights and abilities of legal persons, including corporate legal persons. Different legal persons enjoy different rights and abilities, and Due to the consistency between the rights and behavioral abilities of legal persons, different legal persons also have different behavioral abilities. The difference in the behavioral capacity of legal persons is due to the difference in their rights and abilities, unlike the differences in the behavioral capacity of natural persons, which are determined by age and intellectual status.

2. How to realize corporate behavioral capabilities

A company is a legal person with a legal collective personality. It is different from a natural person when it performs actions according to its own will.

First of all, the company's willpower is a kind of association's willpower, which must be formed and expressed through the company's legal person agency. The company's legal person body is the company's willful body. The legal person organs of a company are composed of the company's shareholders' meeting or shareholders' general meeting, the board of directors and the board of supervisors. They cooperate with each other and check and balance each other in accordance with the powers and procedures stipulated in the company law to express the company's intentions.

Secondly, the company's behavioral capabilities are reflected in the implementation of external actions. The company's external actions are implemented by the company's legal representative, or by the authorized representative of the legal representative. According to the provisions of the company's articles of association, the legal representative of the company is the chairman, executive director or manager (Article 13 of the Company Law). The chairman (or executive director, or manager) of the company, as the legal representative of the company, carries out legal acts in the name of the company according to the company's wishes, obtains rights and assumes obligations for the company. Within the scope of the company's rights and capabilities, the legal acts performed by the legal representative or his authorized representative are the legal acts performed by the company itself, and the consequences, including rights and obligations, shall be borne by the company. There are several forms of shareholder investment

(1) Contribution in the form of currency

Contribution in monetary funds does not require any valuation, and the company can use the monetary funds to purchase the required properties Materials and patented technologies are used for investment, payment of various expenses and repayment of debts, with great financial flexibility. At the same time, monetary capital investment generally does not cause investment premium issues and can simplify financial processing procedures. Therefore, monetary funds are the most common and direct investment method used by investors.

According to legal provisions, if each investor invests capital in proportion to their respective capital contributions, they must provide the original invoice issued by the bank. Each investor shall pay the capital in full according to the time of contribution of the respective capital. In addition, the investor should be the investor specified in the articles of association.

(2) Capital contribution in non-monetary form

1. Capital contribution in the form of debts

According to the Supreme People's Court's "On the Trial of Several Civil Disputes Related to Enterprise Restructuring" "Provisions on Issues (Fa Interpretation [2003] No. 1)" stipulates that the creditor's rights contribution is deemed to be valid in the following two situations:

(1) Under normal circumstances, the promoter shall not simply use it to a third party Contribution of creditor's rights, that is, the promoter shall not make capital contribution with creditor's rights other than the company to be established. If the creditor and the debtor voluntarily reach a debt-to-equity swap agreement and it does not violate the mandatory provisions of laws and administrative regulations, the debt-to-equity swap agreement should be confirmed to be valid.

(2) Policy debt-to-equity conversion shall be handled in accordance with the regulations of the relevant departments of the State Council.

2. Equity investment

Equity investment is the act of shareholders using their equity holdings in other companies to establish a new company in accordance with the provisions of the law and the company's articles of association. . After the new company is established, shareholders transfer their shareholder interests in other companies to the new company, making them part of the newly established company's property. In recent years, equity investment has become an increasingly common form of investment. Equity exchange to complete investment in a new company is the investment method preferred by many investors, especially in the process of establishing a listed company.

3. Real estate investment

When using real estate investment, it should be determined that it is real estate that can be transferred. For example, investment in allocated land will be subject to the allocation of land. There are restrictions on use and transfer, and its feasibility needs to be determined before investment. At the same time, when determining the amount of capital contribution, it is necessary to use the appraisal as the basis. The value of the real estate cannot be deliberately overestimated or underestimated. Instead, the price should be negotiated and evaluated based on the appraisal. The price amount can be less than or equal to the appraisal amount. In order to maintain The basic principle of capital replenishment cannot be greater than the assessed amount.

4. Capital contribution with intangible assets

According to the relevant provisions of the "Company Law of the People's Republic of China" and the "Company Registered Capital Registration Management Regulations", the following should be noted when doing so Question:

(1) There are certain restrictions. That is, intangible assets must meet the requirements of being able to be valued in currency and transferable in accordance with the law. Shareholders are not allowed to contribute capital in the form of labor services, credit, names of natural persons, goodwill, franchise rights, etc.

(2) If it involves investment in non-patented technology, the technology should be delivered to the company in a legal manner and whether there are any obstacles to the company's use of the technology.

(3) If it involves investment in patent rights and computer software copyrights, attention should be paid to their remaining protection years, whether they are allowed to be used by third parties, and the impact on the company's operations.

(4) If investment is made in the form of patents, trademarks, designs, technological achievements, etc., their ownership must be clarified, especially whether they are job achievements.

(5) The price should be evaluated.

5. Produce capital in kind

When the promoters produce capital in kind, they should pay attention to the following issues:

(1) If the shares are purchased at a discount in kind, The capital contribution should be items that can be used for the company's production and operation, including transportation, office buildings, office supplies, production and operation equipment, raw materials and products, etc. At the same time, no guarantee shall be set on the physical assets used for capital contribution.

(2) Physical assets must be evaluated and priced into shares.

(3) Physical assets must undergo property rights transfer procedures.

(4) When investing in operating assets, the trademarks and franchise rights closely related to the business should also be invested in the company.

(5) If the investment is made with goods under customs supervision, taxes must be paid or the supervision period must expire.

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