The promoter is the person who organizes the company or the founder of the company. A promoter is the person who prepares the establishment of the company, but not all preparers are promoters. The sponsors must sign the company's articles of association to be recognized. Both natural persons and legal persons can be sponsors. The laws of various countries generally have clear regulations on the qualifications of promoters.
In Anglo-American company law, a company promoter is described as a person who is engaged in organizing a company according to a specific plan, enabling it to carry out activities and take necessary measures to achieve its purpose. Broadly speaking, promoters include those who establish a company, assist the company in obtaining capital, tools and business rights, so as to achieve the purposes stipulated in the company's articles of association, and promote the formal operation of the company.
Their work begins before the company is established, such as looking for profit opportunities and formulating company development plans until the company is established, enough to attract outside investment in the company and make this emerging enterprise commercially viable. ability.
Extended information
The sponsor mainly has the following obligations.
1. Obligation to pay full capital contribution
To establish a joint-stock company, the sponsor must have a certain amount of funds, otherwise it will become an empty talk. According to the provisions of Article 78, Paragraph 2, of the Company Law, the minimum registered capital of a joint-stock company shall not be less than 10 million yuan.
If it is established by way of promotion, the promoters must subscribe for all the shares of the company; if it is established by way of raising funds, the shares subscribed by the promoters shall not be less than 35% of the total number of shares of the company, and the remaining part shall be disclosed to the public. raise. As for the method of investment, the promoters can contribute money, or they can use physical objects, industrial property rights, non-patented technology, and land use rights as valuations.
The physical objects, industrial property rights, non-patented technologies or land use rights used as investment must be evaluated and valued in accordance with the law and converted into shares, and must not be overvalued or underestimated. If the promoters contribute capital in the form of industrial property rights or non-patented technology, the amount shall not exceed 20% of the registered capital of the joint-stock company.
2. Obligation of loyalty
In the process of establishing a joint-stock company, the promoters shall be honest and have no other obligations. First, the sponsor’s capital contribution must be genuine. If the promoters make capital contributions using physical objects, industrial property rights, non-patented technologies, or land use rights, they must conduct an appraisal and valuation, verify the property, and convert it into shares. They must not overestimate or underestimate the valuation.
Generally speaking, if the sponsor is a natural person or legal person, it is not allowed to overestimate the price and make false capital contributions; if a large and medium-sized state-owned enterprise is converted into a joint-stock company, it is not allowed to undervalue the capital and privately divide state-owned assets, resulting in Loss of state-owned assets. The shares of the company held by the promoters after their capital contribution may not be transferred to others within two years after the company is established.
After the promoter has paid the share price or paid the capital contribution to offset the share price, he shall not draw any shares unless the shares are not raised as scheduled, the founding meeting is not held as scheduled, or the founding meeting makes a resolution not to establish the company. return its share capital. Secondly, if a joint-stock company is established by raising funds, the unsubscribed portion should be raised publicly from the public. Before raising funds, the sponsor should prepare and announce a prospectus.
The content of the prospectus must be true and must not contain false records, nor may it contain any words that mislead investors, nor may it engage in fraudulent activities in the name of stock offering. The prospectus should record the number of shares subscribed by the promoters, the par value per share and the issuance price, etc.
When applying for company registration, the documents submitted by the promoters should be true in content, otherwise the company registration authority will not register the company, and the promoters will also bear corresponding legal liabilities.
3. Obligation of Diligence
The promoters should be diligent and conscientious in the process of establishing a joint-stock company. Before starting preparations to establish a company, the sponsors should conduct sufficient research on the necessity and feasibility of the company to be established, or ask experts to conduct feasibility studies. Only after the necessity and feasibility of establishing a company are confirmed, the specific preparatory work for establishing the company can be started.
Secondly, the company should draft the company's articles of association, actively raise capital, subscribe for sufficient company share capital, and go through the approval procedures for company establishment, such as submitting review opinions to the industry authorities (involving infrastructure, technological transformation, and foreign investment projects that require approval need to obtain the approval of the foreign economic and trade department) and then submit it to the national or provincial structural reform department for approval.
If it is established through fundraising, it must also obtain approval from the securities management department of the State Council. After obtaining approval from relevant departments, the promoters should actively prepare prospectuses and subscription letters, determine the underwriting agency, and sign an underwriting agreement. After the shares are subscribed, the promoters shall call the subscribers for payment of shares. After the subscriber has paid in full, the promoter shall host the company's founding meeting within 30 days.
Fifteen days before the founding meeting, the sponsors shall notify each subscriber of the date and address of the meeting or make an announcement. Contracts concluded by the promoters with a third party in the name of the company during the process of establishing the company must be actively and comprehensively performed, and performance must not be delayed to affect the credibility of the company to be established in the future. They must not enter into contracts with a third party in the name of the company to defraud the third party. people.
4. Obligation to return capital contribution
If a joint-stock company is established by raising funds, after the promoters subscribe for a certain proportion of shares, the remaining part shall be raised publicly from the public. When the promoters raise shares to the public, they must publish a prospectus and prepare a subscription letter, and must obtain approval from the securities management department of the State Council.
If an approval is found to be inconsistent with the provisions of my country's Company Law, it shall be revoked, and the sponsor shall return the funds raised to the fundraiser, and shall add bank deposit interest for the same period.
If the issued shares have not been fully raised beyond the deadline stipulated in the prospectus, or if the promoters do not convene a founding meeting within 30 days after the issued shares are paid in full, the subscriber may request to initiate The investor will return the capital contribution plus bank deposit interest for the same period, which the initiator shall not refuse.
If the founding meeting makes a resolution not to establish the company due to force majeure or major changes in operating conditions, the promoters shall return the shares paid by the subscribers to each subscriber.
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