1. How much does it cost to change the company as a legal person?
The cost of changing a legal person is divided into two types: the first type: the legal person does not hold shares; The change fee is several hundred yuan. Second, legal person holding shares: legal person holding shares in the company will involve equity issues and need to transfer equity. There are two kinds of production expenses: one is stamp duty, which is charged at five ten thousandths of the registered capital, and the other is personal income tax, which has two charging methods. If it is a flat transfer, the fee is five ten thousandths of the registered capital, and if it is a differential transfer, the fee is two ten thousandths of the registered capital.
Change process
1. industrial and commercial change: go to the industrial and commercial department under the jurisdiction of the company's registration place to change the license, and get a new legal representative's license within 5- 10 working days after acceptance.
2. Organization change: Go to the General Administration of Quality Supervision to change the enterprise organization code certificate, and get it within 2-3 working days after acceptance.
3. Tax change: change the registration certificate in the tax department, involving personal income tax on equity transfer. Shareholders who have acquired equity need to declare and pay personal income tax to the local tax authorities.
Two. Information required for legal person change
1. Application for registration (filing) of change of (domestic) company signed by the legal representative (original 1 copy) (signed by the new or original legal representative);
2. Power of attorney for enterprise application for registration (original 1 copy);
3. Agent's identity certificate (1 copy, original inspection); If it is represented by an enterprise registration agency, the business license of the enterprise registration agency shall be submitted at the same time (1 copy, stamped with the seal of the enterprise and marked "consistent with the original");
4. Submit the original certificate of dismissal of the original legal representative and the original certificate of appointment of the new legal representative in accordance with the provisions and procedures of the Articles of Association;
5, the new legal representative's identity certificate (1 copy, the original inspection);
6. Information of the legal representative; (Fill in the application form so that the registration authority can collect information)
7. The original and all copies of the business license of the enterprise as a legal person (original 1 copy);
8. If the change of legal representative involves the change of chairman (executive director) or manager, relevant dismissal documents (original 1) shall be submitted.
Third, the relevant knowledge of legal person.
Merger of legal persons.
This refers to a civil legal act in which two or more legal persons are assembled into one legal person. Incorporation of legal persons is an important means for legal persons to concentrate funds, strengthen their strength and increase their competitive advantage. Because the merger does not need to go through legal liquidation procedures, compared with the dissolution of the original legal person and the establishment of a new legal person, the procedures are simpler and the operating costs are lower. There are two ways to merge legal persons: newly established merger and absorption merger. Newly established merger, also known as creative merger, is a merger mode in which two or more legal persons merge into a new legal person and the original legal person is eliminated. Absorption and merger, also known as annexation and merger, is a merger mode in which one legal person absorbs other legal persons and only one legal person remains after the merger, and all the absorbed legal persons are eliminated. When a legal person is merged, it shall have the intention of merger, the decision of merger and the merger contract concluded by the parties to the merger. In order to protect the interests of the creditors of each merged legal person, the legal person shall notify the creditors of the merger decision before the merger, and the legal person as a debtor shall obey the creditors' requirements for paying off debts or providing guarantees. Otherwise, the legal person may not be merged.
2. Separation of legal persons.
Separation of legal persons refers to a civil legal act in which a legal person is divided into two or more legal persons. The separation of legal persons is an important means to adjust the scale of operation and spread risks. The separation of legal persons does not need to go through legal liquidation procedures, so it has the same advantages as the merger of legal persons. The division of legal person can be divided into two ways: newly established division and surviving division. The newly established division, also known as the creative division, refers to the division of the original legal person into two or more new legal persons. Surviving separation, also known as derivative separation, refers to the separation mode in which the original legal person survives and divides part of the property to establish more than one new legal person. The procedure of legal person division is basically the same as that of legal person merger. It is necessary to make a division decision, sign a debt distribution contract, send a notice of division to creditors, and repay debts or provide guarantees at the request of creditors.
3. Impact of merger and division of legal persons:
(1) legal person is eliminated. In the new merger, the original legal person will be eliminated; In the process of absorption and merger, the merged legal person is eliminated. In the new division, the original legal person is eliminated; In the continuous division, only the property or organization of the original legal person has changed.
(2) Creditor's rights and debts. The creditor's rights and debts of a legal person destroyed by merger are generally borne by the merged legal person. When a legal person is divided, the creditor's rights and debts of the original legal person shall be shared according to the contract concluded before the division, and shall be borne by the legal person after the division.
In the process of changing a company as a legal person, it is necessary not only to register the change with the tax authorities, but also to prepare relevant materials in advance to avoid wasting unnecessary time and energy in handling it. The specific charging standard of the change fee also needs to be based on the specific information of the local tax department, as long as the approximate fee is fully prepared. At the same time, the change of composition should be handled by the parties themselves.