May Counsel Lecture Two: Private Limited Liability Company Registration Procedure

The private limited liability company is established in accordance with the company law of the People's Republic of China, and is jointly invested and operated by two or more shareholders with less than fifty shares. The shareholders are responsible for the company with the amount of their capital contribution, and the profit making economic organization that the company is responsible for the debts of the company with all its assets.

The establishment registration of the company is divided into two stages, the first stage, namely, the pre approval of the company name, and the second stage of registration.

(1) the company's name is pre approved by the company name (1) the company's name is pre approved, the applicant's qualification is set up by a limited liability company, and all shareholders agree to the designated representative (shareholder) or the jointly appointed agent (the lawyer who has the agent business or the lawyer's Affairs Office) as the applicant, pre approves the name of the applicant company of the company registration authority (two) the procedures and procedures for the pre approval of the applicant company name, and the application form of the 1. party leads the applicant directly to the company registration authority for pre approval application.

2. submission materials: (1) application for advance approval of the company name; (2) the legal person qualification certificate of the company's name; (2) the shareholder or promoter's legal person qualification certificate (the enterprise legal person should submit the photocopy of the business license of the enterprise legal person affixed with the seal by the original registration organ; the enterprise legal person should submit the copy of the Editorial Committee; the corporate body shall submit the copy of the registration certificate of the corporate social entity or the identity certificate of the natural person issued by the civil affairs department; (3) the entrustment of the authorized shareholder's representative or the entrusted agent's proxy and the duplicate of the identity card of all the shareholders; and (4) the capital contribution agreement of the shareholders.

The 3. accepts the examination. After receiving the above materials, the registration authority of the company shall issue a receipt for the submission of materials submitted by the applicant company (Annex) with the number of the applicant.

The decision made by the registration machine of the company is approved or rejected within 10 days from the date of acceptance.

4. query results, the applicant inquires the application result according to the instructions of the receipt of company registration materials.

5. the notification of receipt of the claim is made by the applicant, with the receipt of the company registration materials, the notice of pre approval of the enterprise name, or the application for nuclear refutation notice of the enterprise name.

Two, the company's establishment registration 1., the time limit for applying for the establishment of the company must apply for registration within six months of the company's name retention period; 2. if the laws and administrative regulations stipulate that the establishment of a limited liability company must first examine and approve the application, it must apply to the registration authority for registration within 90 days from the date of approval; (two) the qualification of the applicant for the establishment of the company registration: the qualification of the applicant for the registration of the company and the qualification of the company's name is pre approved.

(three) the procedures and procedures for the establishment of the company registration (1.). The applicant shall apply to the registration authority for registration and application according to the form.

２.提交材料 (1)有限责任公司设立登记应提交的材料：①公司董事长签署的设立登记申请书；②公司章程（按《公司法》第２２条要求）③会计师事务所或审计师事务所出具的验资证明（全民所有制单位的股东还应提交所隶属的国有资产管理局的产权登记表）；④载明公司董事、监事、经理姓名、住所的文件以及有关委派、选举或者聘用的证明；⑤公司法定代表人任职文件和身份证明（如法定代表人非公司所在地户口的，还应提交公司所在地的暂住证）；⑥《企业名称预先核准通知书》⑦公司住所证明（指房产证明或房屋租约）法律、行政法规规定设立有限责任公司必须经审批的，还应提交有关的批准文件；经营范围中有法律、行政法规规定必须报经审批的项目，还应提交有关部门的批准文件。

The 3. accepts the examination, and the registration authority shall issue the registration receipt of the company with the number after collecting the above materials submitted by the applicant.

The registration authority shall make a decision of approval or rejection within 30 days from the date of acceptance.

4. query results, the applicant inquires the application result according to the instructions of the receipt of company registration materials.

The application for registration of 5. registration or receipt notice is approved by the legal representative of the company, and the company's registration materials receipts will be signed for the business license of the enterprise legal person. If the company's registration is rejected, the applicant will dismiss the notice by the company registration with the company's receipt of materials.

(two) if a company changes its domicile within 30 days from the date of the change of resolution or decision, it must apply for registration of change to the registration authority before moving to the new residence. (three) if a company changes its legal representative, it must apply for registration of change within 30 days from the date of the change or decision. (four) if the company changes its registered capital, the company must increase its registered capital within 30 days from the date of full payment of the shares. If it reduces the registered capital, it must apply for registration after 90 days from the date of the reduction of the registered capital resolution or the decision to post it; (five) the company changes its scope of operation, and it must apply for registration of change within 30 days from the date of the change of resolution or decision. The time limit for change of registration of applicant company is changed.

Those who must first approve the project must apply for registration of change within 30 days from the date of approval by the relevant State Department. (six) the company must change its application within the prescribed time limit according to the establishment conditions of the company to be changed. (seven) a limited liability company must change its registration within 30 days from the date of the change of the shareholder. The name of the limited liability company or the initiator of the Limited by Share Ltd should change its name within 30 days after the change of name or name. (eight) when the registration of the company that is still in existence due to the merger and division of the company changes, it must apply for registration of change after 90 days from the date of the merger or division decision or decision. Involving laws and administrative regulations

In addition, if the company's articles of association do not involve registration matters, the company shall submit the amendment to the company's articles of association or the articles of association of the company to the original registration authority for record. If the directors, supervisors and managers of the company change, they should register with the original company registration authority.

Two, the steps and procedures of the company's change registration. One of the 1-8 cases in compliance with the applicant company registration scope is that the applicant applies the application report of the company's change registration to the registration authority for the application of the company's registration of change, "1..

Change the legal representative, &127, and also submit the resume of the company's legal representative; change the shareholders, board members, managers, &127, members of the board of supervisors, etc., and also receive the relevant forms.

２.提交材料 (1)公司法定代表人签署的变更登记申请表；(2)依照《公司法》作出的变更决议或者决定；(3)变更登记事项涉及修改章程的，&127;提交修改后的公司章程；(4)《企业法人营业执照》正、副本；(5)变更项目的专项批文、证件，包括：①委托书；②变更公司住所的，应提交新的住所证明；③变更注册资本的，应提交具有法定资格的验资机构出具的验资证明；④变更经营范围涉及法律、行政法规规定必须报经审批项目的，应提交有关部门的批文；⑤变更法定代表人的，应提交新任法定代表的任职文件及其履历表和身份证明；⑥有限责任公司变更股东的，应提交新旧股东的股权转让协议、新股东的法人资格证明或者自然人的身份证明，以及《公司股东名录》；有限责任公司的股东改变姓名或者名称的，应当提交改变后姓名或者名称的有关资料；⑦变更

The company type shall submit relevant documents according to the conditions of the company to be changed, and if the company's registration changes due to merger or division need to be changed, the merger agreement and merger or division resolution or decision shall be submitted. The company shall publish in the newspaper the certificate of the merger and division of the company at least three times and the statement of debt repayment or debt guarantee; and 3., the receiving examination and registration authority shall, after collecting the change materials submitted by the applicant, issue a receipt for the company's registration materials numbered by the applicant.

The registration authority of the registration office shall, within 30 days from the date of acceptance, make a decision to approve or reject the change registration application.

4. query results, the applicant inquires the application result according to the instructions of the receipt of company registration materials.

5. if a company's registration of change is approved, the applicant shall be entitled to the business license of an enterprise legal person based on the receipt of company registration materials.

The application for registration of alteration of the company is rejected, and the applicant is entitled to reject the notice of company registration and the business license of the enterprise legal person in accordance with the receipt of application for registration materials.

One of the following circumstances is the cancellation of registration by the company. The company liquidation organization shall apply to the original registration authority for cancellation of registration within 30 days from the end of the liquidation of the company: (1) the company is declared bankrupt according to law; (two) the business term of the company fixed by Zhang Chenggui has expired or the other reasons for dissolution as stipulated in the articles of association have appeared; (three) the resolution of the shareholders' meeting has been dissolved; (four) the company has been dissolved by merger and separation; (four) the company has been dissolved by merger and division; (five) the company has been ordered to close down according to law according to law. (three) the company's liquidation organization has been dissolved by law.

Two, the procedures and procedures of the company's cancellation and registration. (1) the applicant's application for cancellation of registration by the applicant is based on the supporting documents. "

(two) submit the application for cancellation of registration signed by the head of the liquidation organization of the 1. company; 2., the court's bankruptcy ruling, or the company's resolution (decision) made pursuant to the company law, the documents ordered by the administrative organ to close down; 3. the final report confirmed by the shareholders' Association or the relevant organs; 4., the business license of the enterprise legal person is positive and duplicate; 5. other documents that should be submitted by laws and administrative regulations.

(three) after accepting the examination, the registration authority issued the receipt of the company registration materials numbered after receiving the above materials submitted by the applicant, and decided to approve or reject it within 30 days.

(four) the results of enquiry are applied to the applicant according to the instructions for receipt of company registration materials.

(five) the application for cancellation of registration has been approved by the company. The applicant has issued a notice of cancellation of the company's registration with the receipt of company registration materials. If the company has been denied, the company will register the nuclear refutation notice and return the business license of the enterprise legal person.