What conditions need to be met when the company is established
A limited liability company shall meet the following five conditions when establishing a limited liability company in accordance with the provisions of the Company Law:
（1） The number of shareholders meets the quorum.
The quorum for the establishment of a limited liability company can be divided into two situations: one is that under normal circumstances, the quorum of shareholders must be Less than 50 people. Second, under special circumstances, state authorized investment institutions or state authorized departments can establish solely state-owned limited liability companies.
（2） The contribution of shareholders reaches the minimum amount of legal capital.
The legal capital refers to the paid in capital contribution when the company registers with the company registration authority, that is, the capital confirmed by legal procedures. In China, legal capital, also known as registered capital, is not only one of the basic characteristics of a company as a legal person, but also a capital guarantee for enterprises to bear the risk of loss, and also a standard for the division of shareholders' equity.
The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the Company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital. The rest shall be paid by shareholders within two years from the date of establishment of the Company ; The investment company can make full payment within five years. The minimum registered capital of a limited liability company is 30000 yuan. Where laws and administrative regulations have higher provisions on the minimum amount of registered capital of a limited liability company, such provisions shall prevail.
Shareholders can make capital contributions in currency, or in kind, intellectual property, land use rights and other non monetary properties that can be valued in currency and transferred according to law ; However, the property that shall not be used as capital contribution according to laws and administrative regulations is excluded. The non monetary property used as capital contribution shall be evaluated and valued, and the property shall be verified, and shall not be overvalued or undervalued. If laws and administrative regulations have provisions on evaluation and pricing, such provisions shall prevail.
The monetary capital contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company.
（3） The shareholders jointly formulate the Articles of Association.
The articles of association are the basic regulations on the organization and activities of a company. The formulation of the articles of association is not only the need of the company's internal management, but also the need to facilitate external supervision, management and communication. According to the provisions of the Company Law, the articles of association should contain the following items: the company's name and address, the company's business scope, the company's registered capital, the names or titles of shareholders, the rights and obligations of shareholders, the way and amount of shareholders' capital contributions, the conditions for shareholders to transfer their capital contributions, the company's organization and its formation methods, powers and rules of discussion, the company's legal representative Dissolution matters, liquidation methods and other matters of the Company.
（4） Having a company name and establishing an organization meeting the requirements of a limited liability company.
As an independent enterprise legal person, a company must have its own name. The establishment of a company's name must also comply with the provisions of laws and regulations. The organizational structure of a limited liability company refers to the board of shareholders, board of directors or executive directors, board of supervisors or supervisors.
（5） Having fixed production and business premises and necessary production and business conditions.
The place of production and business operation may be the domicile of the company or other places of business operation. Production and operation conditions refer to the conditions that are suitable for the company's business scope. They are the material basis for the company to engage in business activities and the minimum requirements for the establishment of a company.
The establishment of a company must meet the conditions in the Company Law, but the requirements for the establishment of a limited liability company and a joint stock limited company are not exactly the same. Therefore, when setting up different types of companies, we should pay attention to meeting different conditions. The total amount of capital contribution of shareholders must reach the minimum amount of legal capital. Where the minimum amount of registered capital of a limited liability company in a particular industry needs to be higher than the amount specified in the preceding paragraph, it shall be separately prescribed by laws and administrative regulations.
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