What should I pay attention to when registering a private company?

What should I pay attention to when registering a private company? The first is to choose the company form: an ordinary limited liability company, with a minimum registered capital of 30,000 yuan and two (or more) shareholders. Since June 1 2006, the new company law allows 1 shareholders to register a limited liability company. This special limited liability company is also called "one-person limited liability company" (but there will be no "one person" in the company name, and "sole proprietorship by natural persons" will be indicated in the license.

How to set up the enterprise structure scientifically, so as to minimize your losses, responsibilities and difficulties when facing problems in the future? So what should we pay attention to when we start company registration?

1, Company Registration Management Department:

The basic conditions for engaging in business activities in China are: obtaining the business license of legal person issued by the national industrial and commercial department or the registration certificate issued by the civil affairs department. If the business content needs other approval procedures, it must be approved by the relevant departments before it can be operated (for example, cooking food requires a food business license and a medical examination form). To engage in profit-making business activities in China, you need to register a commercial company and obtain a business license or registration certificate, and the business scope will be clearly listed in the business license. Without the business license issued by People's Republic of China (PRC), the institution cannot operate; For example, Beijing office, United Nations development agencies and other institutions are not allowed to engage in profit-making business activities.

2. Legal business premises:

When a company is registered, it must have a certificate issued by the Bureau of Land and Resources that can be used for business (such as real estate license). Unauthorized change of business premises will be included in the business exception list.

3. Classification of enterprise roles:

Business licenses obtained in the industrial and commercial departments are divided into: commercial legal persons and commercial unincorporated persons; The registration certificate obtained in the civil affairs department is: non-commercial legal person; Let's explain their differences, which category should we choose:

3. 1: commercial legal person: mainly engaged in commerce, playing the same role as "person" in law. When a limited liability company has a debt crisis, these debts have nothing to do with shareholders and are borne by the company and its legal representative. When the company suffers losses, it will compensate with the maximum amount that the company can bear, and there is no need to pay endless compensation. This is called a limited liability company, which means making unlimited money.

3.2. Commercial unincorporated person: a company with a natural person as the main body, although also called a company with an official seal, does not need to make financial statements or keep accounts. All the money earned can be put into personal pockets, and only personal income tax is paid. If compensation occurs, it will not be paid until the private property of the legal person is compensated.

3.3. Non-commercial legal person: an institution registered with the Civil Affairs Bureau that does not aim at commercial profit and is not dominated by commercial value cannot be called an enterprise.

4. Eight components involved in the registration of business license (registration certificate):

4. 1: Elements involved in the business location: tax policy, licensing policy, capital policy, capital policy, etc.

4. 1. 1: tax policy: the national tax policy is different. Understand the national policy, you can choose a registered company with good local conditions; For example, Tianjin's policy is: national tax is less and local tax is more, 100% is exempt from local tax income tax and industrial and commercial value-added tax for three years, and 40% is exempt from personal income tax for three years; Then, we can register a company in Tianjin, and then register a branch in our own business premises to operate. The tax is collected by Tianjin company, so we can enjoy the preferential policies of Tianjin. We can open a basic deposit account in our permanent residence, such as Beijing, and an ordinary bank account in Tianjin, so that we can run a company in Beijing and enjoy the preferential policies of Tianjin.

4. 1.2: Funding policy: In addition to tax policies, there are many special funding policies for certain industries in many places; For example, the subsidy for the decoration of animation products in Chengdu is 50,000 yuan/square meter, which will be distributed in three years. If your company does animation in Beijing, you can register a company in Chengdu, with a rent of 1000 square meters and a subsidy of 50 million yuan for three years. For example, subsidies for high-tech enterprises, Guangzhou high-tech subsidies: provincial subsidies of 654.38+0.2 million, plus urban government subsidies, totaling 3.6 million. If you know these policies, you can choose your company's registered place according to these policies.

4.2. Elements involved in the enterprise name: the fortune of the enterprise, industry habits, customer awareness, trademark selection, etc.

4.2. 1: Names should be recognized and have a good meaning, and a good name can also bring you good luck. As the saying goes, there are two fortunes in one's life, three feng shui, four products, five studies, six people, seven phases, Ba Shen, nine friends and ten health;

4.2.2: The name should conform to the characteristics of the industry, and the enterprise name should give customers a correct association. For example, an investment and wealth management company called Doumiao Company, at first glance, thought it was engaged in metaphysics or agricultural products.

4.2.3: The customer has a strong understanding. Don't use uncommon words when naming a company. Choose a name that is easy to remember and spread. If a company has two words that others don't know, but others can't remember your company name when they want to find you, it will be very embarrassing.

4.2.4: Trademark selection should be easy to remember and spread.

4.3. Elements involved in business scope: basic tax rate, special bank approval, policy restrictions, etc.

4.3. 1: It is estimated that few people know that the combination of company names will affect the company's business scope and tax rate setting; For example, catering, if the registered company name is "catering company", then the company can only do catering after its establishment. If registered as a "catering consulting company", you can do both catering and consulting; If registered as a "catering investment company", you can make catering investment first, or you can apply for investment rights and financing rights; When the business scope of the business license is determined, your tax rate will be determined according to your first business scope. You have to pay 6%, 1 1%, 17% tax. If not, set it as 17%. When signing a service contract, the tax bureau will also press 65438.

4.4. Elements involved in enterprise type: shareholders' creditor's rights, articles of association constraints, business model, capital attributes, etc.

4.4. 1: limited liability company: the articles of association are binding, that is, the articles of association decide everything. The absolute control right of the company does not depend on the proportion of shares, but on the amount of resources invested, and the control right can be stipulated in the company's articles of association; (For example: A Jun contributes 80% and B Jun contributes 20%, but B Jun's resources are superior to A Jun in all aspects, and B Jun can state in the articles of association that he has 80% control and profit sharing rights). 20 13 after the amendment, there is no controlling shareholder, only the actual controller. The articles of association stipulate that whoever has the greatest rights and interests is the actual controller.

4.4.2: Joint stock limited company: The articles of association of a joint stock limited company are established in strict accordance with the Company Law, stipulating that the same shares have the same rights. Therefore, the articles of association are also very important, not as important as limited liability companies.

4.5. Representativeness involves elements: the subject of responsibility, the subject of right enjoyment, foreign brands, etc.

4.5. 1: A legal person needs to bear all the responsibilities of the company and enjoy the power entrusted to him by the company, but has no company interests; If he is the general manager, he can get the prime minister's salary, but shareholders can enjoy shareholder dividends.

4.5.2: There is an unwritten rule in the industry that the change of enterprise legal person is regarded as the change of actual controller; However, there are six situations in which the actual controller of the listed company has not changed, such as: the husband changed to his wife, the father changed to his son, and the brother changed to his sister and other immediate family members; For example, if a company goes to a bank for a loan, the bank requires the company to be established for more than three years. If you buy this company and the legal person changes, then this company is judged as a new company in the banking system.

4.5.3: The difference between the legal representative and the legal representative: the legal representative is authorized by the company to assign relevant personnel to participate in an activity on behalf of the company, and there may be more than one person; The legal representative means that the company is a legal person and there is only one person in the whole company.

4.6. Elements involved in registered capital: enterprise scale, business category, financial statements, financing methods, etc.

4.6. 1: The registered capital can reflect the scale of an enterprise. For example, some industries need qualifications, and the qualifications of these companies are all certified by paid-in capital.

4.6.2: Form of registered capital: it can be currency, fixed assets, trademarks, etc. , which has been assessed by a qualified assessment agency, can be paid as registered capital; If you pay in cash, you can get interest on your deposit every year. If the investment is made with fixed assets, the depreciation expense needs to be shared every year, and the registered capital will gradually depreciate.

5, the choice of enterprise type:

5. 1: commercial legal person content: limited liability company, one-person limited liability company and joint stock limited company.

5. 1. 1: Liability of a limited liability company: If the decision of the board of directors is wrong, resulting in losses of the company, shareholders need not bear any responsibility;

5. 1.2: Liability of a joint stock limited company: If the board of directors makes a wrong decision, resulting in losses of the company, the shareholders need to bear the responsibility. According to the law, the directors of the company will pay as much as they can (for example, there are five shareholders, four of whom voted in favor, and 1 abstained or opposed, so the lost money will be borne by the four shareholders who voted in favor. If no compensation is paid, the court can directly enforce it. )

5. 1.3: Share transfer of a limited liability company: If Mr. A wants to transfer shares to Mr. B, he must obtain the consent of the board of directors. If the board of directors disagrees, the shareholders of the board of directors must buy back Mr. A's shares.

5. 1.4: Transfer of shares of a joint stock limited company: If Jun A wants to sell his shares to Jun B, he can transfer them at will without the consent of the board of directors. Directors, supervisors and company executives who transfer shares can only transfer up to 25% of their own shares each year. If they resign, they can all transfer.

5. 1.5: A one-person liability company is a limited liability company, which is implemented in accordance with the laws and regulations of the limited liability company, but there is no board of directors, so it is called an executive director, and the executive director bears the responsibility of the whole board of directors. When the company has debt compensation, the legal person needs to prove the division of personal assets and company property, because it is difficult to distinguish clearly, so when the company finally loses money, it will pay again with personal assets until the personal assets compensation is completed.

5.2. Non-commercial legal persons include private non-enterprises, social organizations, foundations and trade unions.

5.2. 1: Private non-enterprises: non-commercial legal persons, such as private colleges and universities, cannot be listed, and there is no limit on the number of shareholders.

5.3: Contents of commercial unincorporated person: sole proprietorship, self-employed, partnership and branch.

5.3. 1: Their legal representatives are the legal representatives of executive affairs, executive affairs partners, etc. These institutions themselves are not independent legal entities, but corporate companies of relying persons or superiors. So his responsibility is not borne by this company, but by the controller behind it or his upper control company. The advantage is that you don't have to declare financial reports, saving taxes and fees. The disadvantage is that the capital market does not recognize unlimited liability companies.

6. Four typical organizational structures

6. 1: Limited liability company: shareholders' meeting, board of directors (executive director), board of supervisors and president.

6.2. Joint stock limited company: shareholders' meeting, board of directors, board of supervisors and CEO.

6.3: Private non-enterprises: investors, board of directors, employee representatives and dean.

6.4. Joint venture: partners, investors, board of directors, voting meeting and general manager.

Important note 1: The best choice for profit-making enterprises in the privatization stage is limited liability company, and the only choice when they become public companies is joint stock limited company.

Important Tip 2: Every link in the establishment stage of an enterprise is critical. The establishment of enterprises in the Internet era is no longer a simple registration, but an overall plan that comprehensively covers future business.