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Q&A Regarding New Company Law of 2024 (17)

Answer
Q:
How many initiators are required to establish a joint stock limited company?
A:
To establishing a joint stock limited company, there shall be not less than one but not more than 200 initiators, of whom more than half shall have domiciles within the territory of the People's Republic of China.

Q:
What do the initiators of a joint stock limited company need to do?
A:
The initiators of a joint stock limited company are responsible for the company's preparatory affairs.
The initiators shall sign an initiator agreement to specify their respective rights and obligations during the establishment of the company.

Q:
How to formulate the articles of association of a joint stock limited company?
A:
To establishing a joint stock limited company, the initiators shall jointly formulate the articles of association.

Q:
What does a joint stock limited company contain in its articles of association?
A: The articles of association of a joint stock limited company shall specify the following matters:
  1. Name and domicile of the company;
  2. Business scope of the company;
  3. The method of establishment of the company;
  4. The registered capital of the company, the number of shares issued and the number of shares issued at the time of establishment, and the amount per share of the denomination shares;
  5. The number of shares and their rights and obligations for each type of class shares are issued;
  6. The name, the number of shares subscribed and the method of investment of the initiator;
  7. The composition, functions and powers and rules of procedure of the Board of directors;
  8. The methods of formation and change of the company's legal representative;
  9. The composition, functions and powers and rules of procedure of the Board of supervisors;
  10. The method of company's profit distribution;
  11. The reasons for dissolution and the methods of liquidation of the company;
  12. The method of company's notification and announcement;
  13. Other matters deemed necessary by the shareholders’ meeting.

Q:
What is the total share capital of a joint stock limited company?
A: The registered capital of a joint stock limited company is the total share capital of the issued shares registered with the company registration authority. The initiators shall not raise shares from others before the shares subscribed for have been fully paid.
Where laws, administrative regulations or decisions of The State Council provide otherwise on the minimum amount of registered capital of a joint stock limited company, such provisions shall prevail.

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