Is there a policy for registering a company now? What are the policies and regulations for registering a company? The editor has compiled the policy for registering a company in 2016 to share with everyone. You are welcome to read it, it is for reference only!
The amendments to the Company Law mainly involve the following three aspects:
1. Change the registered capital paid-in registration system to the subscription registration system
In addition to laws, administrative regulations and The State Council decided that, in addition to other provisions on the actual payment of a company's registered capital, it canceled the requirement that company shareholders (initiators) should make full capital contributions within two years from the date of the company's establishment, and investment companies can make full capital contributions within five years; canceled The shareholders of a one-person limited liability company must pay their capital contribution in full at one time. The shareholders (promoters) of the company independently agree on the amount of capital contribution, method of capital contribution, period of capital contribution, etc., and these are recorded in the company's articles of association.
2. Relaxation of registered capital registration conditions
Except for laws, administrative regulations and decisions of the State Council that otherwise stipulate the minimum registered capital of a company, the minimum registered capital of limited liability companies of 3 has been cancelled. Ten thousand yuan (RMB, the same below), the minimum registered capital of a one-person limited liability company is 100,000 yuan, and the minimum registered capital of a joint stock company is 5 million yuan. In other words, in theory, you can start a company with one yuan; there are no longer restrictions on company establishment. The initial capital contribution ratio of shareholders (promoters) at that time means that in theory, zero down payment is possible; there is no longer a limit on the monetary investment ratio of shareholders (promoters).
3. Simplification of registration matters and registration documents
The capital contribution subscribed by shareholders of a limited liability company and the paid-in capital of the company are no longer matters for company registration. When registering a company, there is no need to submit a capital verification report. This revision of the Company Law further lowers the threshold for company establishment, reduces the burden on investors, facilitates company access, and provides legal protection for promoting the reform of the company's registered capital registration system.
Comparison of the old and new legal provisions
Original legal provisions
Article 19 To establish a limited liability company, the following conditions must be met:
( 1) The shareholders meet the quorum;
(2) The shareholders’ capital contribution reaches the minimum legal capital limit;
(3) The shareholders jointly formulate the company’s articles of association;
(4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;
(5) Have a fixed production and operation site and necessary production and operation conditions.
Article 23 The registered capital of a limited liability company shall be the amount of capital contributed by all shareholders registered with the company registration authority.
The registered capital of a limited liability company shall not be less than the following minimum limit:
(1) RMB 500,000 for a company mainly engaged in production and operation;
(2) RMB 500,000 for companies mainly engaged in wholesale of goods;
(3) RMB 300,000 for companies mainly engaged in commercial retail;
(4) Technology Development, consulting and service company RMB 100,000.
If the minimum registered capital of a limited liability company in a specific industry needs to be higher than the limit specified in the preceding paragraph, it shall be separately stipulated by laws and administrative regulations.
New Law Articles
Article 23 To establish a limited liability company, the following conditions must be met:
(1) The shareholders meet the quorum;
(2) There is an amount of capital subscribed by all shareholders that complies with the company's articles of association;
(3) The shareholders jointly formulate the company's articles of association;
(4) There is Company name, establish an organizational structure that meets the requirements of a limited liability company;
(5) Have a company domicile.
Article 26 The registered capital of a limited liability company shall be the capital contribution subscribed by all shareholders registered with the company registration authority.
If laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital of a limited liability company and the minimum amount of registered capital, such provisions shall prevail.
Legal protection of company name
The company name is one of the necessary matters that must be recorded in the company's articles of association. It is a text symbol that identifies the company itself. The company name must be expressed in words rather than numbers, symbols, or graphics. If the nature of the company is a limited liability company, the word "limited liability company" must be indicated in the company name; if the nature of the company is a joint-stock company, the words "joint-stock company" must be indicated in the company name. This is to facilitate people to understand the nature of the company and understand the company's credit.
In addition, the Interim Regulations on the Registration and Management of Industrial and Commercial Enterprise Names also impose the following restrictions on the use of the following names by enterprises: Enterprises shall not use names that are harmful to the interests of the country, society or the public; foreign The name of a country (region); the name of an international organization; a name composed of foreign characters or Chinese pinyin letters; a name composed of numbers.
Since a company is a type of corporate legal person, the state’s restrictions on corporate names also apply to companies. A company name generally consists of four parts. The first part is the company type, the second part is the specific name, the third part is the business type, that is, the company's industry attributes, and the fourth part is the name of the company's location. The company name should be preceded by the name of the company's location, but except for national companies, other companies are not allowed to use names with the words "China", "Zhonghua", etc. The company has the right to use and exclusive rights to its own name. The right to use a company's name means that the company can freely use its name registered with the registration authority. No one may interfere with its right to use, otherwise the company has the right to request to eliminate the obstruction. If the company suffers economic damage as a result, the company also has the right to ask for compensation. The exclusive right of a company name means that the company has the right to request to exclude other companies from registering and using the same name, and the company also has the right to stop other companies from improperly using the same name.
The company name can be transferred, and the transfer of the company name should comply with the following principles:
①The transferor should stop using the name and let the transferee use it;
②The name can only be transferred together with the business or when the business is abolished;
③The name can be transferred based on the consent of the parties, signing a written transfer agreement, and submitting it to the competent authority for approval
Exclusive right means that the company has the right to request to exclude other companies from registering and using the same name, and the company also has the right to stop other companies from improperly using the same name.
What to do if there is a conflict between corporate name rights and trademark rights?
Conflicts between corporate name rights and trademark rights mainly include:
1. Conflicts with other people’s corporate names Register words with the same or similar font size as trademarks, causing the relevant public to misunderstand or misunderstand the owner of the business name and the person who registered the trademark;
2. Register words that are the same as or similar to others’ registered trademarks It is the font size in the enterprise name that causes the relevant public to misunderstand or misunderstand the trademark registrant and the owner of the enterprise name. This leads to confusion between registered trademarks and business names, causing a conflict between the state's protection of trademark (exclusive) rights and the protection of business name rights.
(1) The relationship between trademark law and anti-unfair competition law
my country's current trademark law and anti-unfair competition law protect commercial marks on the basis of authorization, granting them Specific scope of protection. When rights cross boundaries and conflict arises, prior use is the legal idea. For example, Article 9 of my country's current Trademark Law stipulates: The trademark applied for registration shall not conflict with the legal rights previously obtained by others. In addition, the protection of commercial marks based on specialized laws has limitations.
The Anti-Unfair Competition Law provides corresponding supplements to the protection of commercial marks by excluding unethical means of competition and setting limits on commercial conduct by reviewing and responding to the claims of parties. However, when both conflicting parties holding commercial logos have a certain degree of legitimacy, and prior use is not enough to achieve reasonableness, the corresponding provisions of the Anti-Unfair Competition Law need to be invoked to provide more complete protection of intellectual property rights.
(2) Regulatory model of trademark law and anti-unfair competition law
Trademark rights must first protect the interests of registered trademark rights holders. Prominently using a trademark as an enterprise name on the same or similar goods causes the public to misunderstand, and the enterprise name is used as a trademark, which breaks the scope of the exclusive right to register a trademark.
Currently, when there is a conflict between trademark rights and corporate name rights, there are three main solutions:
1. The corporate name is the same or similar to the previously registered trademark. The trademark use of font sizes falls within the scope of trademark infringement regulations. To constitute this type of trademark infringement, the requirements are as follows: the infringed prior trademark is a registered trademark; the corporate name uses the same or similar words as the trademark; is used for the same or similar goods; is used prominently; and is likely to mislead the relevant public. recognize.
2. The enterprise's trade name is the same as a previously registered trademark or an unregistered well-known trademark. Although it is not used prominently, it is enough to cause confusion and falls within the scope of anti-unfair competition regulations.
To constitute such unfair competition, the essential requirements are: others have previously registered a trademark or a well-known unregistered trademark; the company's trade name is the same as the trademark; and its use is sufficient to cause confusion.
3. In the "Several Opinions on the Overall Situation of Intellectual Property Trial Services under the Current Economic Situation", the Supreme People's Court specifically specified the handling opinions beyond the above two methods. If the rights of registered trademarks and business names conflict, It is caused by historical reasons, and the parties do not have any bad faith. They cannot simply determine trademark infringement or unfair competition. Historical factors and current use should be taken into account to resolve the conflict fairly and reasonably.
Therefore, what kind of law should protect the conflict of rights between a company name and a trademark? Since it involves the scope and method of protection of different rights subjects and rights, it needs to be considered based on the specific circumstances of the individual case. .
(3) Resolution of trademark infringement and anti-unfair competition disputes related to time-honored brands
Usually, the order of use of commercial logos, that is, the tracing of prior rights, in my country's trademark registration and Within the institutional framework of enterprise name registration, it is relatively easy to determine. However, once a conflict involves a time-honored brand, it is not necessarily reasonable to rely on prior use as the most important source of rights. It is also necessary to trace the use history of the conflicting parties.
Its characteristic is that the legal factual factors that determine subjective malice will account for a smaller proportion in the consideration and balance, and when evaluating the objective behavioral performance of the accused actor, the evaluation scope will be expanded on the vertical timeline. , and then use history as a defense for the behavior of the accused subject, so that the inference turns to support the rationality of the source of rights, and ultimately eliminates the bad faith of the accused behavior. Malicious exclusion will no longer constitute unfair competition, but whether it constitutes trademark infringement still needs to be determined on a case-by-case basis. If confusion has arisen, the judicial authorities are responsible for using commercial signs to avoid confusion as much as possible.
The above is the policy for company registration in 2016 provided by the editor. I hope you like it!
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