2. The Certificate of Designated Representative or Authorized Agent signed by the company (with the official seal of the company) and a copy of the identity certificate of the designated representative or authorized agent; The handling matters, authority and authorization period of the designated representative or the entrusted agent shall be indicated.
3. Resolutions and decisions on amending the Articles of Association; A limited liability company submits a resolution of shareholders' meeting signed by shareholders representing more than two thirds of the voting rights; A company limited by shares shall submit the minutes of the shareholders' meeting signed by the presiding officer and the directors present at the meeting; A one-person limited liability company submits a written decision signed by shareholders. The approval documents submitted by the wholly state-owned company to the state-owned assets supervision and administration institution of the State Council, the local people or their authorized people at the corresponding level.
4. the revised articles of association or amendments to the articles of association (signed by the legal representative of the company);
5. In case of name change, if laws, administrative regulations and decisions of the State Council stipulate that the change of company name must be approved, the relevant approval documents or copies of license certificates shall be submitted;
question 2: how to increase the number of shareholders of a one-person sole proprietorship company to apply for change registration at the industrial and commercial bureau, and the industrial and commercial bureau will inform you of the specific information needed. It has something to do with the tax bureau. 1. If this stock right is profitable, the original shareholders have to pay a tax, otherwise the industry and commerce will not change it (whether it is profitable or not is not determined by contract, because the tax bureau knows that you can sign a yin-yang contract). 2. The tax registration should also be changed (in practice, there are many people who don't change it)
Of course, it is personal payment
Question 3: How to add shareholders after the establishment of a limited liability company to amend the articles of association? If the shareholders are changed, the first copy of three materials must be The second part is the amendment to the Articles of Association. The general format is that the investment ratio XXX of the original Articles of Association is changed to the investment ratio XX of the investor, and the third part is the resolution of the shareholders' meeting, which requires all new investors to re-sign. Finally, I suggest you go to the local industry and commerce to consult and copy the format samples, otherwise every place is different, and it will be troublesome to run back and sign and submit anything that fails! I hope it will help you.
Question 4: What should the company do if it wants to increase its shareholders? 1. Since I haven't found a suitable partner yet, I want to register a one-person limited liability company first. Is there any difference between an agent registered company and a multi-person company? For example, in terms of procedures or fees.
A limited liability company must have more than two employees
2. If I register one-person limited liability company first and find a suitable partner later, how can I transfer my shares to him? How much should I transfer? Or if someone is willing to contribute N million, and I don't know the value of my company's equity at this moment, how should I calculate the shares distributed to him at this moment?
there are three ways: 1. increase the capital according to the registered capital
2. increase the capital according to the actual capital
3. increase the capital according to the company's valuation: there are many ways to evaluate the company
3. if I find two partners, we will distribute the shares in this way at first, and I am the largest shareholder. But then someone wants to quit. What about the extra 3% shares? Or the shareholder who quit privately gave 3% of the shares to another partner, so that the share ratio between me and another partner will become 4: 6, so that he will not become the largest shareholder?
1. The extra shares are first purchased by the original shareholders. If the original shareholders don't buy them, they can be transferred to others.
2. There will be no private transfer, because the transfer of shares requires the approval of the shareholders' meeting, but your partner may become the largest shareholder.
4. What should I do if I initially distribute 51% to 49% of the shares with a partner, but later someone wants to join?
Sell shares in the same proportion or negotiate
5. If I think a partner is too bad after the partnership, can I buy his shares and dismiss him?
No, the partner is not your employee
6. Should I always hold more than 51% of the shares to ensure that I can control the development of the company myself?
51% is absolute holding, which can guarantee the right to speak. In addition, the development of the company can be defined by the company's articles of association.
I still don't understand a lot about shares. I hope I can post some related teaching materials for me to learn. thank you
Question 5: My friend * * * and I are both shareholders of a limited liability company. How can I increase my shares in two ways? First, increase capital, that is, A, B and C will each contribute 3, yuan, so that the registered capital of the company will reach 14w W. Second, sign an equity transfer agreement, and carry out equity transfer under the condition that the total registered capital remains unchanged.
In either case, the procedure is actually no different from that of a registered company. I have done it several times. If you want to save trouble, you can find an agency without much money.
this is a sample provided by the industrial and commercial bureau:
model equity transfer contract
-----------------. )
domicile:
transferee: (party b)
domicile:
this contract was concluded by party a and party b in Guangzhou on the transfer of shares of the limited company.
based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Article 1 equity transfer price and the mode of payment
1. Party A agrees to transfer the contribution of * * * yuan, which holds% of the shares in a limited company, to Party B for RMB 1,, and Party B agrees to purchase the above shares at this price and amount.
2. Party B agrees to pay the shares transferred by Party A in a lump sum in cash within fifteen days after the conclusion of this contract.
article 2 guarantee
1. party a guarantees that the shares transferred to party b are the real capital contribution of party a in the limited company, which is the equity legally owned by party a, and party a has the complete right to dispose of them. Party A guarantees that there is no mortgage, pledge or guarantee for the transferred shares, and it is free from recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. after party a transfers its shares, its original rights and obligations in the limited company shall be enjoyed and assumed by party b with the transfer of shares.
3. party b acknowledges the articles of association of the limited company and guarantees to perform its obligations and responsibilities according to the articles of association.
article 3 profit and loss sharing
after the company has been approved by the administrative department for industry and commerce and registered as a shareholder, party b will become a shareholder of a limited company and share the company's profits and losses according to the proportion of capital contribution and the articles of association.
article 4 expenses
the expenses related to the share transfer stipulated by the company, including: all expenses, shall be borne by (both parties).
article 5 modification and dissolution of the contract
under any of the following circumstances, the contract may be modified or dissolved, but both parties must sign a written modification or dissolution of the contract.
1. this contract cannot be performed due to force majeure or external causes that one party has no fault but cannot prevent.
2. One party loses its actual performance ability.
3. As one or both parties breach the contract, the economic interests of the observant party are seriously affected, making the performance of the contract unnecessary.
4. due to changes in circumstances, both parties agree to change or terminate the contract through consultation.
article 6 settlement of disputes
1. disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
2. If negotiation fails, either party may apply for arbitration or bring a suit in a people's court.
article 7 conditions and date of entry into force of the contract
this contract shall come into force after being approved by the shareholders' meeting of the limited company and signed by all parties.
article 8 this contract is made in quadruplicate, one for each party, one for the administrative department for industry and commerce and one for the limited company, all of which have the same legal effect.
party a (signature): party b (signature):
year month day
note:
this model is applicable to the transfer of capital contribution between shareholders of a limited company and shareholders to persons other than shareholders. If applying for filing changes of shareholders or changes in the proportion of shareholders' capital contribution, the Share Transfer Agreement shall be submitted;
if the shareholder is a natural person, it shall be signed by him; If the shareholder is a legal person, it shall be signed by its legal representative, and the unit seal shall be affixed to the signature; Signature cannot be used ... > >
question 6: what are the procedures for the company to increase its shareholders? Go to the registration window of the industrial and commercial bureau and ask for advice. They will fulfill the obligation of informing once and give you a detailed list of application materials. You can prepare them according to the following materials. Generally speaking, it mainly includes the following contents: 1. The power of attorney entrusted by the company to handle the change registration (standard form, which can be downloaded online); 2. Application for change of registration (standard form can be downloaded); 3. The original resolution of the shareholders' meeting (A agrees to amend the Articles of Association; B agrees to the equity transfer); 4. Shareholders' equity transfer agreement; 5. Resolution of the new shareholders' meeting (if the change of shareholders does not involve the change of legal representative, supervisor, manager, etc., it is unnecessary); 6. A copy of the identity certificate of the new shareholder; 7. Employment documents (not required if the legal representative, supervisor and manager do not change); 8. A copy of the business license.
Question 7: How can a limited company increase the number of shareholders on the basis of the original shareholders without registration? Just sign the shareholders' agreement in writing, which will be signed and sealed by the board of directors and notarized by the lawyer.
Question 8: What should a person do to increase the number of shareholders after registering the company? 1. Application for Company Establishment Registration signed by the legal representative of the company; 2. Certificate of Designated Representative or Entrusted Agent signed by shareholders (signed by myself if the shareholder is a natural person; A copy of the identity card of the shareholder other than the natural person and the designated representative or entrusted agent; The specific entrusted matters, the authority of the principal and the entrusted period shall be indicated. 3. Articles of Association signed by the shareholders (if the shareholders are natural persons, they shall be signed by themselves; Shareholders other than natural persons build official seals); 4. The shareholder's legal person qualification certificate or natural person identity certificate; If the shareholder is an enterprise legal person, a copy of the business license shall be submitted; If the shareholder is a business legal person, a copy of the registration certificate of the business legal person shall be submitted; If the shareholder is a corporate entity, a copy of the corporate legal person registration certificate shall be submitted; If the shareholder is a private non-enterprise unit, a copy of the certificate of the private non-enterprise unit shall be submitted; If the shareholder is a natural person, submit a copy of the ID card. 5. A capital verification certificate issued by a legally established capital verification institution; 6. If the shareholder's capital contribution is non-monetary property, submit the certification documents that have gone through the formalities of property right transfer; 7. Copies of appointment documents and identity certificates of directors, supervisors and managers; According to the provisions and procedures of the Company Law and the Articles of Association, submit a written decision signed by shareholders (if the shareholders are natural persons, they shall be signed by themselves; Seal of shareholders other than natural persons), resolutions of the board of directors (signed by directors) or other relevant materials. Where a board of supervisors is established, the post-holding certificate of the chairman of the board of supervisors shall be submitted. According to the provisions and procedures of the Articles of Association, it shall be submitted to the board of supervisors for resolution and signed by the supervisor. 8. A copy of the legal representative's post-holding document and identity certificate; According to the provisions and procedures of the Company Law and the Articles of Association, submit written decisions signed by shareholders (if the shareholders are natural persons, they shall be signed by themselves, and shareholders other than natural persons shall be stamped with official seals), resolutions of the board of directors (signed by directors) or other relevant materials. 9, proof of residence use; Submit a copy of the title certificate for the own property; Submit a copy of the lease agreement and a copy of the lessor's real estate license for the leased house; (If it is used free of charge, submit the original certificate allowed by the property owner and a copy of the property right certificate of the property owner; ) without obtaining the real estate license, submit the certificate of the real estate management department or a copy of the house purchase contract and the house sales license; (If the rural property without property right certificate is rented as residence, the certificate can also be issued by the township where the property is located.) If the lessor is a hotel, restaurant or tangible market, a copy of the business license of the hotel, restaurant or tangible market shall be submitted; If it is a military house, it shall submit the Military Real Estate Leasing License issued by the military real estate management department. 1. Notice of Pre-approval of Enterprise Name; 11. If the establishment of a one-person limited liability company is required to be approved by laws, administrative regulations and decisions of the State Council, a copy of the relevant approval documents or license certificate shall be submitted; 12. The business scope of the company applying for registration includes items that must be approved before registration according to laws, administrative regulations and the State Council decisions, and relevant approval documents or copies of license certificates or licenses shall be submitted.
question 9: can a limited liability company add new shareholders? The whole limited liability company is changed into a joint-stock company and new shareholders are introduced at the same time (equity transfer or capital increase), which is essentially completed by merging two businesses in one step. When handling, in addition to providing a set of information needed for the change, it is also necessary to provide a set of information for introducing new shareholders. There are no legal obstacles, and the remaining problem is communication and coordination.
question 1: how to calculate the shareholding ratio of an established limited liability company with more shareholders? Under normal circumstances:
1. There are two main forms of new shareholders in a limited liability company. One is that the new shareholders acquire the company's equity from the original shareholders without increasing the registered capital of the company; The other is that new shareholders increase their registered capital and obtain the status of shareholders in the case of capital increase of the company.
generally speaking, the assets of an enterprise have increased after several years of operation, and the share of equity acquired by new shareholders is often less than the share of their investment in the registered capital. How many shares a new shareholder can get from his investment can be decided through consultation among shareholders, and it is not necessary to liquidate every time.
however, in the latter case, if the registered capital is increased by new shareholders, the contribution of new shareholders should be evaluated.
2. According to the provisions of the Company Law, shareholders can't withdraw their shares and realize them. Only when there are no binding provisions in the Articles of Association can they transfer their shares to a third party.