Necessity of legal practice of university entrepreneurship
The basic legal forms of enterprises are divided into: sole proprietorship, partnership and corporate enterprises. For our college students to start a business, it is generally the first two forms of enterprises.
The owner-owned enterprise is the earliest organizational form of a sole proprietorship enterprise, and the owner and operator of the enterprise are the same person in the institution. A partnership enterprise is an enterprise organization form in which two or more people voluntarily sign a contract for the same economic purpose, * * * jointly contribute capital, * * * jointly operate and * * * jointly bear risks. Suppose four students in a dormitory, A, B and D, set up an Internet company in partnership after graduation. The following are the legal provisions for establishing the partnership involved.
First of all, it must meet the conditions for the establishment of a partnership: 1, with more than two partners, all of whom bear legal responsibilities; 2. There is a written partnership agreement; 3. There is the amount of capital contribution actually paid by each partner; 4. The name of the partnership is * * *, but the words "limited" or "limited liability" shall not be used * * *; 5. Having business premises and necessary conditions for engaging in partnership operation.
Secondly, they should conclude a partnership agreement, which should clearly stipulate the following contents: 1, the name of the partnership enterprise and the location of the main business place; 2. The purpose and business scope of the partnership; 3. Name and domicile of the partner; 4. The mode, amount and time limit of capital contribution of partners; 5. Measures for profit distribution and loss sharing; 6. Carry out partnership affairs; 7. Joining and withdrawing; 8. Dissolution and liquidation of the partnership; 9. Liability for breach of contract.
This agreement shall come into effect after being signed by all parties. If it needs to be revised in the future, it must be agreed by all partners. After all these preparations are done, you can submit the registration application, partnership agreement, partner identity confirmation and other documents to the enterprise registration authority.
Where the laws and administrative regulations require the approval of the relevant departments, the approval documents shall be submitted when applying for establishment registration. Party A, Party B and Party D have reached a partnership agreement, stipulating that Party A and Party B will each contribute RMB 50,000, Party C will contribute RMB 40,000 for computer equipment and Party D will contribute RMB 60,000 for server equipment. All capital equipment should be in place before September 1 2008. The total assets of this enterprise is 200,000 yuan, the name is "Huangfei Network Technology Co., Ltd.", and the office is located in an office building in Jiangning District, Nanjing.
The cooperation period is 5 years. During the cooperation period, the partners enjoy equal rights in the execution of partnership affairs, equal decision-making power and bear the profits and losses of business activities. Huangfei Company encountered a series of problems in its preparation.
First of all, the industrial and commercial department issued a notice to correct the company name to "Huangfei Network Technology Company", because the partners in the cooperative enterprise bear unlimited liability and cannot use the words limited liability company; Secondly, in June 2008, due to the shortage of funds, Party C proposed to change its capital contribution to RMB 30,000.00 Yuan in cash, which will not be available until June 10, 2008. Considering the specific situation of C, the other three people agreed to modify the partnership agreement, but the time for C's contribution to be put in place could not be extended. C disagreed and decided to quit the cooperation.
Party A, Party B and Party D must apply to the industrial and commercial department for change of partners and registered capital; In addition, the industry and commerce department pointed out that the agreement did not stipulate the principles of dissolution and liquidation of the partnership, which may cause disputes, and suggested that it be completely supplemented. The revised Cooperation Agreement shall come into effect after being signed by all partners. Huangfei Company was formally established in September 2008.
Cognitive Law in University Entrepreneurship
1: Legal issues related to initial capital, installation site and office space.
We should also know about industrial and commercial registration, small secured loans, tax relief and other preferential policies.
2. Legal issues related to the establishment of business entities and administrative examination and approval in the stage of entrepreneurial development. special
There are individual proprietorship enterprise law, company law, Sino-foreign joint venture enterprise law and partnership enterprise.
Industry Law, Regulations on the Administration of Enterprise Registration, etc.
3. Entrepreneurial stage involves legal issues related to market transactions and management.
Such as product quality law, labor law, negotiable instrument law, insurance law and anti-unfair competition law.
Competition law, etc.
4. Legal issues related to intellectual property in the start-up stage.
Such as trademark law, copyright law and patent law.
5. Legal issues related to dispute resolution in the process of starting a business.
. Such as civil procedure law, administrative procedure law and arbitration law.
Legal Issues of University Entrepreneurship
The organizational forms that college students can choose in the process of starting a business include individual industrial and commercial households, partnership enterprises, sole proprietorship enterprises and limited liability companies. In the early stage of starting a business, it is suggested to adopt the form of limited liability company to reduce the risk of starting a business.
Before starting a business to engage in business activities, college entrepreneurs must go through the registration formalities with the administrative department for industry and commerce and obtain a business license. If you are engaged in business activities in a specific industry, you must also obtain approval documents from relevant departments in advance.
In the process of starting a business, when signing a contract, we must first understand whether the other party has the legal person qualification and the right to sign a contract. If you sign a contract with an agent, you should pay attention to whether the agent is qualified as an agent and whether there is commission authorization. In order to prevent losses caused by the other party's breach of contract, the other party may be required to provide necessary guarantees; The guarantee methods include deposit, guarantor, mortgage, etc. Entrepreneurial college students can choose the most appropriate way to ensure the performance of the other party's contract. Pay attention to keeping relevant certification materials when performing the contract: such as the files of written exchanges, they must be confirmed by the other party; When the invoice is issued, the other party's payment has not been paid off, so it is necessary to indicate on the invoice and so on.
If employment is involved, we should strictly enforce the law, because once an enterprise violates the law, it may involve more compensation, such as paying social security, paying double wages, economic compensation, economic compensation for not signing a contract, etc., and the enterprise will be subject to administrative punishment by the labor administrative department. In addition, we should also pay attention to the legal risks of intellectual property rights and not infringe on the intellectual property rights of others.
If you join, you need to check who owns the registered trademark of the franchisee, whether it is a well-known trademark, whether the company's products are patented, who is the patentee, how many direct stores the company has, and how each store operates. Franchisees engaged in franchising activities should have their own trademarks, with at least two direct stores, and the operating time exceeds 1 year. If you add a patented product, you need a patent right. Moreover, the franchisor shall, within 15 days from the date when the franchise contract is first concluded, file with the competent commercial department in accordance with the provisions of these regulations.
I remind you that in companies and enterprises, illegally withdrawing capital contribution without authorization may constitute the crime of withdrawing capital contribution, with serious legal consequences. If you want to withdraw your capital contribution, you can solve it by reducing your capital and converting it into shares.
If debts are incurred, the ultimate undertakers are different due to different organizational forms. If the form of enterprise organization is a company, then only the company's property is used as the debt guarantee. In other words, when the company's assets are insolvent, the debt problem can be understood through bankruptcy procedures, and the company goes bankrupt and the debt is exempted. If it is an individual industrial and commercial household, a partnership enterprise or a sole proprietorship enterprise, the entrepreneurial college students shall bear unlimited joint liability for the debts during the existence of the entrepreneurial organization. In other words, when foreign debt occurs, it is repaid with the previous investment and accumulated funds. If it is not enough to pay off the debt, it will spread to other assets of the investor, which is legally called unlimited liability. This is why it is suggested to adopt the form of limited liability company to reduce the risk of starting a business.
After the termination of the venture, it is necessary to go through the formalities of cancellation of registration in accordance with legal procedures to prevent criminals from taking the opportunity to engage in some illegal activities.
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