Procedures and materials for registering a company I. Conditions for company registration
1. There must be a company name, that is, a company name such as XX+ City/+Technology/Consulting+Limited Company/Limited Liability Company, which is the full name of the standard company name.
Three forms of company registered name:
(1)xx city+font size+industry characteristics+organization form;
(2) Brand name +xx city+industry characteristics+organization form;
(3) Brand name+industry characteristics +xx city+organizational form.
2. You must have the company's shareholder ID card (copy is also acceptable);
3. Clarify the company's main business, namely, business scope, registered capital, and contribution ratio of each shareholder;
4. There is a registered address of the company, that is, the lease contract (which needs to be registered and filed by the Housing Authority);
5. If it is not the official office address, it is necessary to apply for a temporary site permit, and the Chamber of Commerce and Industry will send someone to check the fire control: install fire extinguishers and emergency lights (7 working days);
Second, the detailed process of registering a company
1, company name approval, think of no less than five names as a backup, because there are many small and medium-sized enterprises in major industries, as long as things are repeated, they can't get through. After thinking about the company name, the next step is to go to the industrial and commercial bureau to get a form "Application for Pre-approval of Enterprise Name", fill it out and sign it for all shareholders, and then the staff of the industrial and commercial bureau will systematically review whether there are duplicate names. If not, the industrial and commercial bureau will issue the Notice of Pre-approval of Enterprise Name. (3 working days);
2. When a bank opens a temporary account, it goes to major banks to open a temporary account in the name of the company with the legal person, the original shareholder ID card, the notice of pre-approval of the enterprise name, the shareholder seal and the legal person seal, and shareholders can invest their own share capital in it. As it is a subscription system, there is no need to find a firm to verify the capital;
3. Apply for industrial and commercial business license (three certificates in one). The industrial and commercial bureau holds a set of documents and forms for the registration of the establishment of a new company, fills them in as required, and signs them with the shareholders as legal persons. The notice of pre-approval of enterprise name, site lease contract and original ID cards of all shareholders shall be submitted to the Registration Department of the Administration for Industry and Commerce, and the acceptance documents shall be issued after examination. (Received after 7 working days)
4. Engraving, usually official seal, financial seal, legal person seal and invoice seal (even 3 working days).
5. When a temporary household changes to a basic household, it shall bring all complete certificates, the original and photocopy of the business license (three certificates in one), the original ID card of the legal representative, the official seal, the corporate seal and the financial seal. Go to the bank to handle basic deposit account (received within 5 working days).
The registration in this company is basically completed, and all documents include the original and copy of business license (three certificates in one), bank account opening permit, official seal, financial seal, legal person seal and so on.
Third, the company registration materials
1. Application for company establishment registration signed by the legal representative of the company;
2. The certificate of appointed representative or entrusted agent shall be signed by the board of directors;
3. The minutes (submission of offer and establishment) of the shareholders' meeting or the founding meeting signed by the sponsors or the directors present at the meeting are equivalent to the resolutions (establishment) of the shareholders' meeting;
4. Articles of association signed by all promoters or all directors;
5. A copy of the identity document of the natural person;
6. Copies of appointment documents and identity documents of directors, supervisors and managers;
7, the legal representative of the office documents and copies of identity documents;
8. Proof of residence use;
9. Notice of pre-approval of enterprise name.
Special requirements for engraving company seals What are the special requirements for engraving company seals? China's "Provisions of the State Council on the seal management of state administrative organs, enterprises, institutions and social organizations" clearly stipulates the special requirements for engraving company seals, including the diameter of no more than 4.5 cm, the name of the five-pointed star in the central journal, the name of the foreign publishing unit of the five-pointed star, and circulation from left to right.
Special requirements for engraving company seals
(1) loop;
(two) the diameter shall not be greater than 4.5 cm, and the names of the five-pointed stars in the central periodicals and the five-pointed stars in foreign periodicals circulate from left to right;
(3) The name of the publication shall be the legal name. If there are too many words in the name to engrave, you can use standardized abbreviations;
(four) the Chinese characters printed on the seal should use the simplified characters published by the State Council, and the font is Song Ti;
(5) Other special seals (including economic contract seal and financial special seal, etc.). ) should be different from the official seal of the unit in name and style, and can be engraved only after being approved by the unit leader;
(six) to the local public security organs designated lettering unit lettering.
What if the company seal is lost?
1, report the case and get the report certificate.
Because the official seal has been filed with the public security organ, the first step after it is lost should be for the legal representative to bring the original and photocopy of the ID card and the original and photocopy of the industrial and commercial business license to the police station under the jurisdiction of the lost place to report the case and obtain the report certificate.
2. A statement in the newspaper that the official seal is invalid.
Let the public know that your lost official seal has been invalidated, then the second step after the official seal is lost is to take the original and copy of the report certificate; The original and photocopy of the industrial and commercial business license shall be published in daily public newspapers at or above the municipal level, and the official seal shall be affixed to declare it invalid. The newspaper will be published the next day. In which newspaper can I talk to the local industrial and commercial bureau? Every place has different rules. What needs to be reminded here is that most newspapers require all shareholders of the company to be present and sign a statement agreeing to publish before they are allowed to publish, which also sets certain obstacles for many companies to lose their official seals.
3, used for engraving new seals for the record.
Bring the following documents to the Public Security Department of the Public Security Bureau for new seal filing: copy of business license, 2 copies of legal representative's ID card, seal certificate issued by the enterprise, legal person's power of attorney, copy of all shareholders' ID cards 1 copy, copy of shareholder's card or register printed by the Industrial and Commercial Bureau, and copy of report receipt and newspaper announcement from the police station.
4. Carve a new seal.
After the registration of the new seal is completed, the new seal can be engraved under the guidance of the Public Security Bureau.
What are the potential legal risks in the daily operation of enterprises? Since the establishment of an enterprise, there are potential legal risks, which are mainly manifested in whether the promoters of the enterprise have fulfilled their obligations to establish an enterprise and their legal qualifications. In addition, enterprises also involve contract risk, merger risk, intellectual property risk and tax risk in their operations.
(A) legal risks in the process of enterprise establishment
In the process of enterprise establishment, whether the promoters of the enterprise have fully designed the enterprise to be established, fully understood and planned the enterprise establishment process, fully fulfilled the obligation of establishing the enterprise, and whether the promoters themselves have the corresponding legal qualifications is directly related to whether the enterprise to be established can have a legal, standardized and good establishment process.
(B) the legal risks of enterprise contracts
Refers to the possibility of damage or loss to the interests of one or both parties in the process of conclusion, entry into force, performance, modification and transfer, termination and determination of liability for breach of contract. As a means or tool to realize the interests of the parties to a contract, a contract is dynamic. By performing the rights and obligations defined in the contract, both parties finally need to determine a certain property relationship or the change of state related to the property relationship, and obtain a static property ownership or similar ownership relationship. In the process of realizing the ultimate static ownership, there may be various factors that affect the realization of the ultimate ownership relationship. When there are obstacles to the acquisition or realization of contractual benefits, the risk of loss rooted in contractual benefits will emerge.
(C) legal risks of enterprise mergers and acquisitions
M&A is the general term for merger and acquisition. From the perspective of legal risk, the acquisition of an enterprise has not changed the asset status of the original enterprise, and the legal risk has not changed for the acquirer. Therefore, the legal risk of enterprise merger and acquisition is mainly manifested in enterprise merger and acquisition. Enterprise merger involves company law, competition law, tax law, intellectual property law and other laws and regulations, with complicated operation, great social impact and high potential legal risks.
(D) Risks of enterprises involving intellectual property rights
Intellectual property is the crystallization of creativity and wisdom, and its object is a special intangible property, which needs special provisions in relevant laws. Most enterprises don't realize or pay attention to the deep protection of intellectual property rights. Judging from the cost of solving legal risks, it is more economical to prevent others from making infringing products than to claim compensation afterwards.
(E) Legal risks of human resources in enterprises
In China, human resources mainly involve labor law, labor contract law and relevant administrative regulations and departmental rules formulated by the State Council. There are relevant labor laws and regulations in all aspects of enterprise human resources management, from recruitment, interview, employment, use, signing labor contracts, employee treatment and employee resignation. Any behavior that does not conform to the law may bring labor disputes to enterprises and may bring adverse effects to enterprises.
(6) Legal risks related to taxes of enterprises.
Refers to the future loss of interests or adverse legal consequences that may be caused by tax-related behaviors that enterprises can correctly and effectively abide by tax laws and regulations, which is embodied in uncertain factors that affect the accuracy of tax payment. Leading enterprises to pay taxes more or less, or bear corresponding legal responsibilities for tax-related acts.
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