The establishment of a joint stock limited company must have three elements: sponsors, funds and articles of association. Sponsor is an important condition for the establishment of a joint stock limited company, and it is also a prerequisite for the establishment of a company. So, what is the sponsor? There is no clear definition of this in China's company law. Professor Jiang Ping, a famous scholar in China, thinks: "The sponsor is the person who founded and prepared the joint-stock limited liability company." Professor Wang believes that promoters refer to "people who formulate the articles of association of the company in accordance with the provisions of the Company Law, subscribe for the shares they should subscribe for, undertake the preparatory work and take responsibility for the establishment of the company". These two definitions are too extensive, which is different from the actual situation in China. The establishment of a joint stock limited company may involve the efforts of many people, including lawyers and accountants. If all the people involved in the preparation of a joint stock limited company are regarded as sponsors, the boundaries between sponsors and others will be confused. Zheng Yubo, a scholar in Taiwan Province Province, believes that the sponsor is "the person who established the articles of association", that is, "the person who signed the articles of association". Mr. Liang Yuxian thinks that "anyone who prepares to set up a company and signs its articles of association" is the sponsor. According to article 129 1 of the Company Law of Taiwan Province Province, the person who usually signs and seals the articles of association is the sponsor. As for whether to actually participate in the company's establishment plan, there is not much to ask. This view has become a common saying in Taiwan Province Province. Although China's Company Law does not define the promoters, the Standard Opinions on Joint Stock Limited Companies holds that the promoters are "the people who conclude the promoters' agreement, apply for the establishment of the company, subscribe for the shares of the company, and are responsible for the establishment of the company." According to this regulation, the mainland of China believes that the promoters should also sign and seal the articles of association before they can become promoters. However, compared with Taiwan Province Province, China not only emphasizes that the promoters should sign the promoter agreement, but also emphasizes that the promoters should actually participate in the establishment of the company. However, whether this provision is necessary is debatable. If whether to sign or seal the articles of association is the standard to distinguish sponsors, their legal relationship is clear. However, it is difficult for ordinary people to know the articles of association of the company. Therefore, if someone actually participates in the establishment of the company without signing and sealing the articles of association, and a bona fide third party thinks that he is the initiator, it will be beneficial to protect the security of the transaction if he can bear the same responsibilities to the bona fide third party as the initiator. Therefore, what Jiang Ping and others said is also worthy of reference.
What do you mean by sponsor?
Sponsors and ordinary sponsors in the listing of enterprises have always been, that is, who founded the enterprise. Standardizing the role of sponsors is to ensure the success of issuance. On the one hand, the sponsor needs to bear the risk of issuing failure, on the other hand, the sponsor has the minimum subscription amount.
If it is a state-owned enterprise, the promoters are the shareholders who invested in the enterprise at that time, including state-owned shares and state-owned legal person shares. State-owned shares refer to the direct investment of SAAC, and state-owned legal person shares refer to the investment of SAAC investment legal person in the company.
If it is an ordinary legal person, the sponsor is a legal person. If it is a natural person, the sponsor is a natural person.
It can also be considered as the sponsor and contributing shareholder when the company was established before listing.
What are sponsors and subscribers?
Sponsor, also known as sponsor, refers to the person who enters into a sponsor agreement, applies for the establishment of a company, subscribes for the shares of the company and is responsible for the establishment of the company in accordance with relevant laws and regulations.
Subscriber refers to the person who subscribes for shares in the process of raising and establishing a joint-stock company, except the promoters.
After the establishment of the company, the promoters and subscribers are shareholders of the company.
What do you mean by sponsor?
Sponsor's explanation:
Someone who advocates doing something.
What is a shareholder sponsor?
The promoters are shareholders of a joint stock limited company established by way of sponsorship.
Or the founding shareholder of a joint stock limited company established through offering. The promoters enjoy the rights of shareholders and undertake the obligations of shareholders, as well as the obligations of promoters. The shareholder who accepts the shares held by the promoters is not the promoters.
According to the general principles of civil law, company law and other laws and regulations, whether you can become a promoter of a joint stock limited company can be divided into the following situations:
(1) A natural person who can bear civil liability independently can be the sponsor;
(2) An enterprise as a legal person can act as a promoter;
(3) Government agencies, social organizations and institutions can be sponsors, except that investment and business activities are prohibited by laws and regulations;
(4) A foreign-invested enterprise that has paid its capital contribution in full, completed the original approved project and started to pay enterprise income tax may be the sponsor;
(5) Rural collective economic organizations (or villagers' committees acting as collective economic management functions) with legal person conditions and registered as legal persons according to law, and urban residents' committees with investment capacity are eligible to initiate the establishment of joint stock limited companies;
(6) Accounting firms, auditors' firms, law firms and asset appraisal institutions cannot act as promoters of joint stock limited companies in other industries;
(7) Trade unions cannot be sponsors. (SOUTHMONEY。 com)
(Editor: Zhang)
What is the founder of a company limited by shares?
The promoters are the promoters of the joint stock limited company initiated or the founding shareholders of the joint stock limited company raised and established.
What is the project sponsor in project management?
Simply put, the project sponsor is the person who initiated the project, usually the marketing staff or market front-end in the project. . . The sponsor is not responsible for the implementation of the project. . Such as sales/sales manager/product manager, etc.
These are my personal feelings.
What is a sponsor?
The establishment of a joint stock limited company must have three elements: sponsors, funds and articles of association. Sponsor is an important condition for the establishment of a joint stock limited company, and it is also a prerequisite for the establishment of a company. So, what is the sponsor? There is no clear definition of this in China's company law. Professor Jiang Ping, a famous scholar in China, thinks: "The sponsor is the person who founded and prepared the joint-stock limited liability company." Professor Wang believes that promoters refer to "people who formulate the articles of association of the company in accordance with the provisions of the Company Law, subscribe for the shares they should subscribe for, undertake the preparatory work and take responsibility for the establishment of the company". These two definitions are too extensive, which is different from the actual situation in China. The establishment of a joint stock limited company may involve the efforts of many people, including lawyers and accountants. If all the people involved in the preparation of a joint stock limited company are regarded as sponsors, the boundaries between sponsors and others will be confused. Zheng Yubo, a scholar in Taiwan Province Province, believes that the sponsor is "the person who established the articles of association", that is, "the person who signed the articles of association". Mr. Liang Yuxian thinks that "anyone who prepares to set up a company and signs its articles of association" is the sponsor. According to article 129 1 of the Company Law of Taiwan Province Province, the person who usually signs and seals the articles of association is the sponsor. As for whether to actually participate in the company's establishment plan, there is not much to ask. This view has become a common saying in Taiwan Province Province. Although China's Company Law does not define the promoters, the Standard Opinions on Joint Stock Limited Companies holds that the promoters are "the people who conclude the promoters' agreement, apply for the establishment of the company, subscribe for the shares of the company, and are responsible for the establishment of the company." According to this regulation, the mainland of China believes that the promoters should also sign and seal the articles of association before they can become promoters. However, compared with Taiwan Province Province, China not only emphasizes that the promoters should sign the promoter agreement, but also emphasizes that the promoters should actually participate in the establishment of the company. However, whether this provision is necessary is debatable. If whether to sign or seal the articles of association is the standard to distinguish sponsors, their legal relationship is clear. However, it is difficult for ordinary people to know the articles of association of the company. Therefore, if someone actually participates in the establishment of the company without signing and sealing the articles of association, and a bona fide third party thinks that he is the initiator, it will be beneficial to protect the security of the transaction if he can bear the same responsibilities to the bona fide third party as the initiator. Therefore, what Jiang Ping and others said is also worthy of reference.
What is the difference between shareholders and promoters?
A promoter refers to a person who participates in the conclusion of a promoter agreement, applies for the establishment of a company, subscribes for the capital contribution or shares of the company, and is responsible for the establishment of the company. In order to achieve the purpose of establishing a company, the promoters are bound by signing an agreement to establish a company, and they have the status of shareholders after the company is established. On the whole, the promoters have no direct connection with the establishment of the company, but set up the company's organs to carry out the establishment activities and fulfill the establishment obligations on behalf of the establishment of the company. When the company was established according to law, the promoters did not exist as a whole. After the establishment of the company, the rights and obligations arising from the establishment of the company shall be owned by the company.
Shareholders are the subjects who invest in the company or hold a certain share of the company's capital for other legal reasons and enjoy the rights of shareholders. Investors obtain shareholder qualification by subscribing the company's capital contribution or shares, including subscription by promoters, subscription by people other than promoters, subscription by investors to newly-increased capital and share transfer after the establishment of the company. Shareholders enjoy property rights such as the right to issue capital contribution certificates or shares, the right to transfer shares, the right to distribute dividends, the right to distribute surplus property, and other non-property rights such as the right to manage the company's internal affairs, elect directors, supervisors, and make business decisions. Equity not only reflects the consideration of shareholders' contribution to the company's property rights, but also shows that shareholders are members of the company and the legal relationship between shareholders.
. The essence of equity is the legal relationship between shareholders and the company. The acquisition of shareholder status is based on the establishment of the company. Before the establishment of the company, there was no equity separated from the company entity, so there was no shareholder status.
Shareholders are not limited to the promoters, and anyone who subscribes or accepts the company's capital contribution or shares during and after the establishment of the company can become a shareholder. As the investor of the company, the promoters become the first shareholders after the establishment of the company, and the company law does not limit the status of shareholders as promoters.
Can the sponsors be required to bear debts when the company is not established? If the company is not established for any reason, the creditor may require some promoters to bear the debts arising from the establishment of the company, and after some promoters bear the debts, they may recover from other promoters. You can refer to relevant laws: "
the Supreme People's Court
Provisions on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III) Article 4 Reflections on the Legal Status of Company Sponsors in China Caused by [More].
Reflections on the legal status of corporate sponsors in China [Abstract]: Corporate sponsors refer to those who are responsible for the company's preparatory affairs. In the company establishment stage, the promoters represent the established company externally and handle the establishment affairs internally. If a company is established according to law, the rights and obligations of the company shall be borne by the company from the beginning after it is confirmed by the founding meeting; If the company fails to obtain the qualification of a company promoter of a person with no legal capacity according to law,
Abstract: It is a common misunderstanding that the traditional theory holds that people with insufficient ability can't become company sponsors. No matter from the perspective of civil law, or from the perspective of legal interpretation, comparative law, legislative background and so on. , can not simply deny the lack of ability of the company's sponsors. China's "Company Law" should clearly stipulate the restrictions on the transfer of shares of [more] promoters.
Discussion on some problems of restrictions on the transfer of sponsors' shares
A company limited by shares is different from a limited liability company.
Important features, but the "company law" provisions of article one hundred and forty-seventh.
Shares in a company limited by shares
Principle of free transfer
According to China's company law, what is the responsibility of the promoters of a joint stock limited company? A: The promoters of a joint stock limited company shall bear the following responsibilities: (1) The responsibilities of the promoters after the establishment of the company: ① the responsibility of capital replenishment; ② Liability for damages; ③ Liability for breach of contract; (2) When the company cannot be established: ① The debts and expenses initiated by the promoters shall be borne by the promoters; (2) Joint liability for returning the share capital plus interest [more] According to the provisions of China's Company Law, what are the responsibilities of the promoters of a joint stock limited company?
According to China's company law, what is the responsibility of the promoters of joint-stock limited liability companies? Answer: (1) When the company cannot be established, it shall be jointly and severally liable for the debts and expenses arising from its establishment. (2) When the company cannot be established, it shall be jointly and severally liable for returning the shares paid by the subscribers and adding the interest on the bank deposits in the same period. (3) During the establishment of the company, due to the fault of the promoters, [more] about the capital contribution obligations of the promoters of the company and the civil legal liabilities for violating the capital contribution obligations.
On the corporate sponsors' capital contribution obligation and the civil liability for violating the capital contribution obligation & gt