1. What is the maximum number of shareholders in a limited liability company?
Article 24 of the Company Law clearly requires that a limited liability company be established by shareholders with less than 50 members.
The main factors limiting the number of shareholders in a limited liability company are:
1. A limited liability company shall be established on the basis of capital union, with at least two shareholders;
2. Limited liability companies have the factors of combining capital and combining people on the basis of mutual understanding and trust, that is, the combination of people, which requires that the number of shareholders should not be too large;
3. Limited liability companies do not offer shares publicly, and their management is relatively closed, so it is necessary to limit the number of shareholders; Limited liability companies are generally small in scale and limited in shareholders, which are suitable for company decision-making and operation.
4. The limit on the number of shareholders of a limited liability company includes both the initial shareholders who participate in the establishment of the company and the new shareholders who are added after the establishment of the company due to new capital contribution, capital contribution transfer, company merger and other reasons, that is, the total number of shareholders cannot exceed the maximum limit.
The requirement for the minimum number of shareholders does not include the requirement for wholly state-owned companies, because the law has special provisions for wholly state-owned companies.
Two, the establishment of a limited liability company should have the conditions
According to the requirements of Article 23 of the latest Company Law, the establishment of a limited liability company shall meet the following conditions:
(1) Shareholders meet the quorum;
(2) Having the capital contribution subscribed by all shareholders in accordance with the Articles of Association;
(3) Shareholders * * * jointly formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.
Three. Shareholder change procedure
1. Application for company change registration signed by the legal representative (the company shall affix its official seal upon receipt);
2. The Power of Attorney for Enterprise (Company) to Apply for Registration (received with the official seal of the company) shall indicate the specific entrusted matters and the authority of the client;
3. Resolutions submitted by the limited liability company to the original shareholders' meeting (including: transfer parties, transfer targets, amount, exercise of preemptive rights of other shareholders, etc.). , sealed or signed by shareholders (natural person shareholders);
A wholly state-owned company limited liability company changes the investment transfer documents submitted by the investor to the institutions and departments authorized by the State Council or the State Council.
4. Equity transfer agreement signed by both parties;
5. The limited liability company changes the shareholders' resolutions submitted to the new shareholders' meeting (including: the decision on establishing the new shareholders' meeting, amending the articles of association and whether to adjust the management organization shall be sealed or signed by the shareholders (natural person shareholders);
When a joint stock limited company changes its shareholders, it shall submit resolutions to the new shareholders' meeting (including: establishing the new shareholders' meeting, amending the articles of association, and deciding whether to adjust the management organization, which shall be sealed by the promoters or signed by the directors present at the meeting).
6. Modification of the Articles of Association:
A limited liability company shall be sealed or signed by the shareholders (natural person shareholders);
A joint stock limited company shall be sealed by the promoters or signed by the directors present at the meeting;
A wholly state-owned limited liability company shall be sealed by the investor.
7. The legal person qualification certificate or natural person identity certificate of the new shareholder, promoter, transferee or investor of the wholly state-owned limited liability company;
A copy of the business license submitted by the enterprise as a legal person; Copy of the legal person registration certificate of the institution; An enterprise as a legal person shall submit a copy of its registration certificate; A copy of the certificate of the private non-enterprise unit submitted by the private non-enterprise unit; Natural person submits a copy of ID card.
If the changed shareholders or promoters are foreign-invested enterprises, and the business scope of the company belongs to the field of encouraging or allowing foreign investment, the shareholders or promoters of the foreign-invested enterprises shall submit: the resolutions of the board of directors on investment unanimously adopted by the foreign-invested enterprises; Copy of the approval certificate and business license of the foreign-invested enterprise; A capital verification report issued by a statutory capital verification institution that the registered capital has been paid in full; The audited balance sheet of the foreign-invested enterprise; Proof of payment of income tax or reduction of income tax by foreign-invested enterprises; Other materials as prescribed by laws, administrative regulations and rules.
To sum up, the change of shareholders shall be signed by the legal person and submitted to the original shareholders' meeting for resolution, and the transfer agreement signed by both parties shall be submitted to the new shareholders' meeting for resolution. A limited liability company shall be sealed or signed by its shareholders.