One of the company's business skills: lawyers should master the company elements

The company one of the lawyers should master the elements
  a company factors, the registration publicity
  ★ shareholders
  shareholders by registered and the registration methods, to exercise the acquisition proceeds, participate in making important decisions, choose managers and informed the company information and other rights; foreign against the third person shareholder rights advocates and bear joint and several liability claims. Effect of registered, registration of foreign effect.
  ★ registered capital
  registered capital is the company's shareholders commitment, will be implemented within the statutory time limit for the company's total investment.
  ★ company name
  company name refers to the legal name of the company, including the administrative region, size, the main business and organization form four parts.
  after the establishment of the company, all the actions should be carried out, to register the name and, in the name of all those engaged in behavior consequences borne by the company.
  ★ the domicile of a company
  company with its main office as its domicile, registered with the company registration organ can only have one domicile. The company's domicile should be within its jurisdiction area of the company registration authority.
  ★ business scope
  company may amend the articles of association of the company, changing the business scope, it shall go through the formalities for change of registration. Belongs to a country business or franchise, the company shall obtain the industry department in charge of the licence or approval before registration of its business scope.
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The company one of the two elements, the investment in the transaction
  ★ shareholders and actual controllers
  1, who is the company real shareholders:
  ☆ existing anonymous or entrust, trust investment
  ☆ registered shareholders do not meet the conditions of the magic weapon
  ☆ has delivered the non cash contribution is unclear or disputed property or other rights.
  ☆ investment behavior has not yet received the necessary approval.
  ☆ contribution is not yet paid is completed, including real no actual transfer and right did not complete the transfer procedures.
  ☆ price for the transfer of payments have not been completed or transfer agreement to fulfill the default case.
  ☆ called capital contribution actually lending or borrowing is called investment.
  ☆ capital flight.
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  2, confirm the identity of the shareholders of the company on the basis of
  ☆ company shareholders registration data records and the articles of association of the company about the shareholder records
  ☆ capital verification reports
  ☆ funded vouchers or ownership transfer voucher records
  ☆ profit distribution records and certificates records
  ☆ financial records
Agreement between the resolution or shareholders   ☆ shareholder records
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  3, actually have how much equity shareholders
  shareholders on the interests of the company include: voting rights, interests distribution rights, capital rights, transfer rights, liquidation rights.
  generally, the shareholders in proportion to their respective capital contributions to exercise, but because of the following reasons, may be more complex:
 , the articles of association of the company to make other provisions
  ☆ shareholders have other agreement or shareholders would make other decisions
  ☆ shareholder identity in doubt case.
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  4, whether the shareholders abuse the right
 , whether the use of related party transactions to abuse the rights of shareholders
  * the parent company and the subsidiary company
  * holding a high proportion of subsidiaries and holding low proportion of subsidiary company
  * listing Corporation and non-listed company
The company and the performance of one of the * poor company performance
  * company and tax burden low company
  * prepare a lasting control, business of the company and is ready to quit or abandon the company.
 , whether by governance abuse the rights of shareholders
  * over shareholders will direct the appointment of directors, the chairman, board of supervisors, convener of the board of supervisors, general manager or other senior management personnel
  * require the company to a bank account opened by the use of shareholders, or the subsidiary funds transfer related party designated by the parent company or the parent company use.
  * across the company management, board of directors and the shareholders' meeting, orders directly to the company, require companies to engage in a behavior or assume an obligation, for example, require the company to guarantee for the parent company debt.
 , verify the existence of the abuse of rights standard
  * find out the controlling shareholders, actual controllers and other enterprises in the actual controller control ownership relations.
  * check between the company and the controlling shareholder, actual controllers and other enterprises controlled by the transaction is issued approval procedures needed.
  * confirm whether substance trade fair principle and general market practice.
  * confirm whether there are other ways to shareholders by shareholders' general meeting of the company other than the exercise of shareholders rights.
  ☆ company depends on whether or not the shareholders
  * main shareholder Technology
  * mainly use special equipment manufacturing of the shareholders
The main raw material   * to shareholders purchasing
  * sales mainly products are sold or depends on the shareholder to sales channels
  * liquidity mainly rely on support from shareholders
  * company operating mainly depends on the shareholders to provide energy, transportation etc..
  * company management mainly rely on the original shareholders recommended to shareholders or their affiliated enterprise staff.
  above circumstances, although shareholders do not abuse the rights of shareholders, not to harm the interests of the company, but may be due to shareholders default, shareholders equity transfer, liquidation, shareholders property preserved by third restrictions on the rights and interests, between the shareholder and the third party disputes or disputes and other reasons, the property of the company and the normal business faces many risks.
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  ★, main business
 , determine the main business need to study:
  * the business whether belongs to the industrial and commercial registration authority approved business scope of the company
  produce * the business revenue is accounted for the major part of the company's total revenue, the main part or the business generated operating profit is accounted for the company's operating profit.
  * whether the business occupied the major assets and employee of the company.
  * business contract signed on the business accounted for foreign companies signed the main part of business contract.
  ☆ company personnel main business needs qualification or license is obtained:
  * business qualification, approval or license, the Department in charge of industry that the company needed to engage in business operation to obtain the license for example, engaged in securities underwriting business.
  * production license of company products, sales permit.
Permission to use one of the * the company's main business depend mainly on the technology, equipment or production line.
  * franchise license or qualification licensing, franchising as highway management and charges.
  * safety production license, environmental protection product quality permit, license or hygiene license.
  * company engaged in other operating license required.
  ☆ company engaged in specific major business activities need to obtain permission.
  some major contracts for major business may be signed.
  * company production of raw materials or materials procurement contract
  * company with key suppliers, customers and dealers trading contract
  * containing any abnormal clause in the contract (including non normal burden or non normal market price).
  * provide dynamic contract.
  * entrust management, trust management, trust financing contract and the contract.
  * company marketing the main contract rights, franchise, franchise or restrictive trade.
  acquisition, * disposal of major assets, replacement and sale contract.
  * loan contract, comprehensive credit contract and the contract guarantee, such as from, mortgage, pledge contract.
  * business activity or product liability insurance contract of insurance.
  * any contract between company and directors, supervisors and senior management personnel of the.
Other important contracts   * normal business scope.
Other matters that affect the legitimacy of AP, the main business
  * provisions of the registered capital of the company does not meet the law, administrative rules and regulations in the project management of the minimum amount of registered capital;
  * laws, administrative regulations, the provisions of the State Council in certain industries, enterprises can only do after the approval of the project and the company to apply for other projects.
  * General operating items by laws, administrative regulations, the State Council decided to license the operation of the project, the company is not in accordance with the relevant provisions of examination and approval and approval.
  * permission management project by the laws, administrative regulations, the State Council decided to request re apply for the examination and approval according to the relevant provisions, the company did not apply for examination and approval and approval.
  * permission management project by the deadline management approved by the approval authority expires, the company did not re apply for the examination and approval formalities and obtain the approval of the.
  * scope of business license to operate by the examination and approval authorities to cancel the project.
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  ★ net assets
  company net assets directly reflects the value of the company. Lawyers concern net assets are assets and liabilities are recognised by the legal features to help the parties to confirm the existence of assets and liabilities, whether has the stated value and whether it contains the legal flaw or risk.
  relationship of 1, net assets and the interests of shareholders
The net assets of the company is one of the shareholders of the company, namely the company assets to shareholders share all the property, it is the capital contribution of shareholders and corporate earnings accumulation and paid in capital, including shareholders, company provident fund and undistributed profit and.
  relationship of 2, net assets and the assets and liabilities of
  company by shareholders, operating surplus accumulation and foreign debt and the formation of the assets of the company, the shareholders and earnings accumulation constitute the interests of shareholders, the net assets of the company for the balance of the company's assets minus liabilities.
  ☆ company assets:
  * Liquidity: short-term investments, receivables, prepayments.
  * fixed assets, lawyers should pay attention to is: ① the sources are shareholders or the company purchases; ② whether there should be and whether proof of ownership; the its proof of ownership is controversial or defect; ④ whether the right of the third party, whether it is preserved; the complete possession and whether by the company the actual control of the use of.
  * long term equity investment, lawyers should pay attention to is: foreign investment is fulfilled all the necessary internal and external approval procedures; the foreign investment rights that are complete, correct and valid; the foreign investment is about the actual delivery; if there are third people the right to foreign investment rights, whether the preservation; the company and invested objects have the control force or influence; the company and invested object has an associated transactions, whether the existence of competition; the company whether or not to save the investment object involved in all major decisions document.
  * intangible assets, lawyers should pay attention to is: ① the legality of the source; ② should have and the actual right to prove; the right to prove existence controversy, defects or period, conditions; the whether the right of the third party, whether it is the preservation; whether by the company complete possession and control use, the company is licensed for third people to use, if there are third people tort case. The company taken protective measures to protect our intangible assets.
  ☆ corporate debt
  * current liabilities, including: short term borrowing, notes payable, accounts payable, accounts receivable, deal with salary, welfare expenses payable, dividends payable, taxes payable, other payables. Other temporary receipts, accrued expenses and maturing within 1 years of long-term loans.
  * long-term liabilities: long term liabilities shall be recorded in detail the contents of the contract transaction. The lawyer also need to pay attention to the assets of the company at any time during the confirmation process to ask whether there exists or debt, in order to eliminate the risk of asset.
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