What Is a Company Policy?

The company system refers to the economic relations of the enterprise formed under certain historical conditions, including some important regulations, rules and rules of action in the economic operation and development of the enterprise. A set of company management systems established in accordance with the requirements of the company system. Usually refers to the company management system. The company system is for the company to standardize its employees' construction, strengthen attendance management, maintain work order, improve work efficiency, and strictly formulate corresponding systems after certain procedures, which is the basis and guidelines for company management. The company's management system helps maintain work order and improve work efficiency. The strict establishment of the corresponding system after a certain procedure is the basis and criteria for company management. Corporate management systems can be broadly divided into rules and regulations and liability systems. Rules and regulations focus on work content, scope, and work procedures and methods, such as management rules, administrative management systems, and production management systems. The responsibility system focuses on regulating the boundaries and relationships of responsibilities, powers, and interests. A scientific and complete company management system can ensure that the normal operation of the enterprise and the legitimate interests of employees are not infringed.

Company policy

Company system refers to the formation of a company under certain historical conditions
First, abide by the law, be loyal to their duties, and love their posts and dedication.
2. Maintain the company's reputation and protect the company's interests.
3. Obey the leaders, care about their subordinates, and unite and help each other.
Fourth, take care of public property, be frugal and thrifty, and eliminate waste.
Fifth, keep learning, improve your level, and be proficient in business.
6. Be proactive, courageous to explore, realistic and innovative.
In order to improve the company's administrative management mechanism, establish standardized administrative management, improve the level of administrative management and work efficiency, and make the company's various administrative work follow the rules and act in accordance with the rules, this system is formulated.
1. This system is specially formulated to strengthen attendance management, maintain work order and improve work efficiency.
2. Employees of the company must consciously abide by labor discipline, commute on time, do not be late, and leave early. They must not leave the work without permission during working hours. Before going out for business, they must obtain the consent of the person in charge of this department.
3. Monday to Saturday are working days and Sunday is a rest day. Company offices are arranged by the office on Sundays and nights, and the marketing, project technology, investment and development centers, and conference centers are arranged by the departments on their own. If work is required to work overtime on Sunday or night, the person in charge of each department fills in the overtime approval form and submits it to the supervisor in charge for approval. The holiday duty is uniformly arranged by the company.
4. Strict request and cancellation system. Employees requesting leave within 1 day (including 1 day) for personal matters shall be approved by the department head; within 3 days (including 3 days), they shall be approved by the deputy general manager; for more than 3 days, they shall be submitted to the general manager for approval. The deputy general manager and the person in charge of the department request leave, all approved by the general manager. After taking leave, the employee cancels the leave to the approver. Absence from work without approval shall be handled as absenteeism.
V. Those who arrive within 5 minutes to 30 minutes after the start of working hours shall be treated as being late; those exceeding 30 minutes shall be treated as absent from work for half a day. Those who leave work within 30 minutes in advance will be treated as early leave; those who exceed 30 minutes will be treated as absent for half a day.
6. For those who arrive late and leave early within 3 months, the basic salary will be deducted for 5 days; those who have accumulated more than 3 times but less than 5 times will be deducted for 10 days; Basic salary for 15 days of the month; those who have accumulated more than 10 times will be deducted for the month.
7. Those who have been absent for half a day will be deducted from the basic salary, benefit wages and bonuses for that day; those who have been absent for one day will be deducted from the basic wages, benefit wages and bonuses for five days and given a warning; 10 days of basic wages, benefit wages and bonuses will be deducted and given 1 penalty; those who have been absent for 3 days each month will be deducted from the basic wages, benefit wages and bonuses of that month and given more than 1 penalty; Those who have been absent for more than 3 days and less than 6 days will be deducted from the basic salary, benefit wages and bonuses for the current month, and will be kept for inspection and paid the basic salary from the second month. Those who have been absent for more than 6 days (including 6 days) will be dismissed.
8. It is forbidden to play cards, play chess, chat with others during work hours and do things that are not related to work. Violators will be treated as absent from work for one day on the day; if they are accumulatively twice a month, they will be treated as absent for two days;
IX. Participate in meetings, trainings, studies, examinations or other team activities organized by the company. If you need leave, you must ask the organizer or team leader for leave in advance. Those who fail to arrive or leave early within the prescribed time shall be dealt with in accordance with the provisions of Articles 5, 6, and 7 of this system; those who fail to participate without approval shall be deemed absenteeism and shall be dealt with in accordance with the provisions of Article 7 of this system.
X. When employees enjoy family visit leave, marriage leave, maternity leave, and fertility leave in accordance with regulations, they must report to the general manager for approval based on relevant certification materials; those who fail to approve shall be treated as absenteeism. During the sick leave period, employees are paid only basic wages.
11. With the approval of the general manager or the deputy leader, it is decided to subsidize 20 yuan per day for overtime work or on duty during holidays; 10 yuan per night for overtime or on duty during the night; and 40 yuan per day for holiday duty. Without approval, the staff on duty must not be empty or late. If there is a vacant post, it will be regarded as absenteeism and shall be dealt with in accordance with Article 7 of this system; if it is late, it shall be handled in accordance with Article 5 and 6 of this system.
12. The attendance of employees shall be supervised and inspected by the heads of various departments. The heads of departments shall act impartially and be responsible for the attendance of their departments. Any employee who falsifies, protects for late, leaves early, or absenteeism will be punished twice as much as the punished employee. All employees subject to the provisions of Articles 5, 6, and 7 of this system shall be disqualified from the evaluation of advanced individuals in the current year.
1. Strictly implement the party and state confidentiality and security systems to ensure the confidentiality and safety of archives and files.
2. Each department shall transfer the documents and files of the previous year to the company's office at the end of each month and perform the clearing procedures.
3. Each ministry and department shall clearly specify the person in charge of the archives, and the person in charge of the archives (archivist) shall be fully responsible for the collection, archiving, storage, borrowing and utilization of the archives of the department.
4. Various rules and regulations, methods, personnel, salary information, meeting records, meeting minutes, briefing notes, important telephone records, reception visit records, superior communications, company documents, work plans and work summary, and information on property rights for equipment and property Archived by the office.
5. The technical documents and quality data of drawings, project drawings, national land, planning, design, supervision, quality supervision and technical drawings shall be filed by the Ministry of Investment and Development.
6. The originals of various types of contract, business contract, and agreement are filed by the Ministry of Finance, the original copies are filed by the office, and other departments are backed up and archived and computerized by the information center.
7. The application documents, land acquisition, demolition approval, land planning and other technical and blueprints of each investment promotion loan project shall be filed by the investment and development department, urban construction asset department, project technology department, and marketing department.
8. The archived data must meet the following requirements:
Documents are complete and complete;
Consolidate and organize the files according to the contents of the archives;
According to the historical relationship of the contents of the archives, the preservation value, classification, arrangement, and filing of the files are distinguished. The title of the file is clear and concise, which is convenient for storage and use.
Nine, the borrowing of archival materials needs to complete the registration and signing procedures, and the borrowing of important data must first be directed to the responsible manager.
X. The archives leader and the business department will organize the archives appraisal team to appraise the overdue archives, submit the archives report, and dispose according to relevant regulations.
Eleventh, strengthen the work of archival storage, do a good job of anti-theft, fire, insect, rat, moisture and high temperature, and regularly check archival storage.
In order to keep company secrets and protect company interests, this system is formulated.
1. All employees have the obligation to keep company secrets. In foreign exchanges and cooperation, special attention must be paid not to disclose company secrets, let alone sell company secrets.
2. Company secrets are matters that are related to the company's development and interests and are known to a limited range of employees within a certain period of time. Company secrets include the following secret matters:
1. Secret matters in the company's business development decisions;
2. Secret matters in personnel decisions;
3. Know-how
4. The base price, cooperation conditions and terms of trade of the bidding project;
5. Important contracts, customers and cooperation channels;
6. The company's non-public financial situation and bank account number;
7. The board of directors or general manager determines other secret matters of the company that should be kept.
3. Documents and materials that belong to the company's secret shall be marked with the word "secret", and a special person shall be responsible for printing, sending, receiving, transmitting, and keeping the documents. Without approval, copying and extracting secret documents and materials are not allowed.
4. Company secrets shall be limited to a certain range of employee contacts as required. Employees who have contacted the company's secrets shall not be disclosed to others without approval. Employees who are not in contact with company secrets are not allowed to inquire about company secrets.
Fifth, the work notes containing the company's secret matters must be properly kept by the holders. Any loss must be reported immediately and remedial action taken.
6. Commend and reward those who keep their company secrets or prevent leaks.
If the company's secrets are intentionally or negligently disclosed in violation of these regulations, administrative sanctions or economic sanctions will be imposed depending on the circumstances and harmful consequences until the company is removed.
7. Archive rooms, computer rooms, etc. must be taken seriously. Non-workers must not enter casually. Staff can't take anyone into the room.
8. The office shall regularly check the confidentiality of each department.
In order to maintain normal working order and ensure the safety of property, this system is specially formulated.
1. For security work, we must conscientiously implement the responsibility system. The general manager is the first person responsible for the company's security, and should put the security work on the agenda, conduct research and deployment, and take full responsibility for the company's security work.
2. Establish a leading group for security work with the general manager as the team leader, the deputy general manager as the deputy team leader, and the heads of various departments as members, and regularly check the security work. Responsible person for security protection of Wenyuan District, conference center, and sales market. Find problems and take measures to solve them in a timely manner.
3. According to actual needs, the director of the office is a security guard officer who is responsible for the security work and earnestly assumes the responsibility for security protection.
4. Implement fire prevention measures. Fire hydrants installed in important places such as conference centers should not be used for other purposes. Special persons should regularly check whether the fire hydrants are intact; replace all fire extinguishers equipped with fire extinguishing drugs within the prescribed period; Unblocked, it is strictly forbidden to pile up anything to block the fire passage.
Five, do a good job of safe electricity:
1. Wires and electrical appliances that do not meet the specifications should be replaced in a timely manner;
2. It is strictly forbidden to connect the power supply and use extra electrical appliances without permission, and it is not allowed to use the electric stove in the office;
3. Smoking and the use of open flames are strictly prohibited in conference centers, power distribution rooms, etc. Non-professional management personnel must not enter at will.
6. Implement anti-theft measures:
1. The financial room should be equipped with anti-theft doors and windows and automatic alarms, and the power of the alarms should be turned on after work;
2. Anti-theft doors and windows should be installed in the rooms of important departments, and doors and windows and electric lights should be closed when the office room is empty.
3. The company's property must not be placed casually, important documents and valuables must be locked;
4. Take necessary anti-theft measures when the vehicle is parked.
Seventh, security guards must have a high sense of responsibility, often check and urge the implementation of security measures, find problems, and eliminate hidden dangers in a timely manner. If an accident is caused due to irresponsibility for work, they shall be held accountable; if the circumstances are serious enough to constitute a crime, they shall be transferred to the judicial department for criminal responsibility.
8. All employees have the obligation to abide by this system and relevant safety regulations. Anyone who violates the regulations and causes an accident shall be held accountable; if the circumstances are serious enough to constitute a crime, they shall be transferred to the judicial department for criminal responsibility.
1. The company's vehicles are uniformly managed and dispatched by the office. For the official use of vehicles in each department, the person in charge of the department first applies to the office, explaining the reason, place, and time of the use of the vehicle.
Second, the use of vehicles according to the first superior, followed by the subordinate; first urgent matters, then general matters; first meet the work tasks, reception tasks, and then arrange other matters in principle. Except for company leaders or departments to work in relevant departments and construction sites, there is no one to work in the city alone. In principle, no vehicles are arranged.
3. Car rental by foreign units can only be arranged with the approval of the general manager.
4. Vehicles are driven by special persons and special vehicles. The minivan is used by the Ministry of Investment and Development, which is responsible for uniformly receiving oil, repairing, holding procedures and taking responsibility. If there is a temporary arrangement, other departments use the car, and assume responsibility during the period of use of the car to keep the car in good condition.
5. Vehicles must be parked in the company's yard after work or on holidays, and necessary anti-theft measures must be taken.
Sixth, the vehicle implements fixed-point maintenance. After the driver needs to make a list of items to be repaired, the office reports to the general manager for approval.
7. Vehicle oil is purchased by the office, and fuel tickets are issued and registered by the office. Santana cars are calculated at 12 liters of fuel consumption per 100 kilometers, and vans are calculated at 9 liters of fuel consumption per 100 kilometers. Company vehicles will always refuel at designated gas stations by ticket.
8. The office shall set up a fuel account for vehicles, which shall be calculated once a month, and the fuel shall be issued in strict accordance with the mileage and the fuel consumption standard of 100 kilometers, and shall be verified monthly.
9. The driver should use the car reasonably, save fuel, and control the fuel consumption within the target. In special cases, additional fuel tickets must be submitted to the company's leaders for approval.
X. Vehicle refueling must be approved by the company's leaders, otherwise it will not be reimbursed.
XI. Drivers are not allowed to sell or give fuel to others without permission. If found, they shall be treated as corruption.
Twelve, the office should complete the vehicle insurance, road maintenance payment and other procedures on time. The vehicle's relevant certificates and information should be properly kept by the driver.
Thirteen, violations and accident handling
1. In the following cases, the driver shall be responsible for the economic losses and liabilities for violating traffic rules or accidents:
(1) Driving without a license;
(2) Lending the car to another person without permission;
(3) Traffic accidents caused by violation of traffic rules;
(4) Drivers are liable for fines for violations of traffic regulations.
2. Vehicle accidents caused by accidents and irresistible causes shall be researched and handled by the company as appropriate.
In order to create a comfortable, beautiful and clean working environment, and establish a good image of the company, this system was formulated.
I. The scope of sanitation management is the sanitation of various company offices, office sites, conference rooms, computer rooms, toilets, flower beds, green spaces and corridors, doors and windows, and other office facilities.
Second, the standard of sanitary cleaning is: no dust on the doors and windows (glass, window sill, window sill); no dirt, sewage, floating soil on the ground; no spider webs, floating dust on the surrounding walls and their accessories, decorations; lighting, electric fans, No dust on the air conditioner; no dust and smudges on the bookcases and mirrors, all kinds of books and materials in the bookcases and filing cabinets are arranged neatly, no dust, no clutter on the top of the cabinet; no dust on the desk, and the items are neatly arranged Water ware without tea rust and scale; desks and chairs are properly placed, and various seat covers are clean and tidy; microcomputers, printers and other equipment are well maintained without dust and floating soil; toilet walls, floors, and urinals are clean, free of debris, and Odor; no weeds or debris in flower beds and green fields.
3. Departmental responsibility system is adopted for sanitary cleanup, and the person in charge of the department is the person responsible. The hygiene of the offices of various departments is responsible for daily cleaning. Public health clearance area is responsible for the area. The area is divided into: the office east of the corridor door of the south office and the finance department west of the corridor door; the yard defines the east and west by the center of the corridor door, the north and south by the center of the door of the west office building, The southeast corner of the flower bed is responsible for the office, the southwest of the door is responsible for the financial department, the northeast of the door and the northeast corner are covered by the Urban Construction Assets Department, and the north of the door and the flower beds are responsible for the investment development and project technology departments. The marketing department is in charge of the three guarantees. The sanitation and cleaning of the construction site office of Wenyuan Community is respectively responsible for the investment and development department and the project technology department.
4. Sanitation cleaning in the responsibility area is carried out intensively once a week, and daily cleaning is led by the office to conduct sanitary inspection and evaluation every month.
Fifth, all departments should take sanitation cleanup and sanitary inspection and evaluation seriously, and actively do a good job of sanitation cleanup, and must not affect the company's overall score due to the failure of sanitation cleanup.
Sixth, the results of the health inspection and evaluation results are archived and summarized, and included in the content of the first-year evaluation of the first priority.
According to the relevant regulations of the superiors and the actual situation of the company, this system is formulated based on the principle of not only diligence, economy, and expenditure, but also the need to ensure the work and life needs of the business traveler.
I. These measures are applicable to employees of the company who pay for travel expenses on business trips.
2. Travel expenses are divided into three categories: transportation, accommodation and special expenses:
1. Transportation costs refer to the costs of trains, cars, and airplanes.
2. Accommodation and food refers to the cost of meals and accommodation.
3. Special fees refer to entertainment expenses paid for business.
3. Employees travelling on business should fill in the employee's business travel application form in advance. After reviewing by the department head and reporting to the general manager for business travel, if the form is not filled in due to urgent matters, the department should report the general manager in advance. After returning to the company, the procedures should be completed immediately. The processing procedure of the employee's travel report is as follows:
1. Fill in the unit, class, name, reason for business trip, transportation, date of travel, and advance amount according to the order before the business trip, and submit it to the general manager for approval after review by the department head.
2. The traveler fills out the loan bill with the approved advance amount and advances the travel expenses to the finance department.
3. The traveler should fill out the travel expense reimbursement form within 7 days after returning, stating the actual travel date, starting location, work content, reimbursement items, amount, etc., which should be reviewed by the responsible person of the department and the financial department and reported to the general manager for approval. The finance department writes off the advances when reimbursing.
4. Travel expenses are divided into the following contracts according to business needs and positions:
1. Those who enjoy the benefits of the general manager and above shall be reimbursed for travel expenses.
2. For those who enjoy the benefits of deputy general manager and chief engineer, the maximum accommodation fee is 150 yuan / day.
3. Persons who enjoy the treatment of department heads have a ceiling of 100 yuan / day, other personnel have a ceiling of 80 yuan / day, and 30 yuan / day for food subsidies. The transportation expenses shall be reported and reimbursed in the form of transportation approved by the supervisor in charge.
4. During the business trip of the company, when it is really necessary to banquet due to work, it must be approved by the supervisor in charge, and it must be reimbursed according to the bill, and the same day meal subsidy can be cancelled.
5. During the business trip of the company, all expenses incurred as a result of sightseeing or non-work-related visits shall be borne by the individual.
I. These measures are formulated to improve the quality of work and efficiency of work, to ensure that staff members implement management and services correctly and efficiently, and to prevent work-related negligence.
2. The term work negligence as mentioned in these Measures refers to the behavior of staff members who fail to perform their duties or perform their duties incorrectly or intentionally, which affects the quality and efficiency of work, jeopardizes management and service work, causes adverse effects, or harms the company's interests.
3. Accountability for faults at work, adhere to the principles of seeking truth from facts, faults must be investigated, punishment and responsibility are compatible, and education and punishment are combined.
4. During the implementation of management and service, a staff member shall be held liable for negligence at work in any of the following circumstances:
1. Applications that meet the prescribed conditions shall be accepted and permitted but not accepted and permitted;
2. Inadmissible, without permission;
3. There is no stipulated basis or violation of regulations, technical regulations, specifications, standards, working procedures to implement permits;
4. Implementing permission beyond the authority;
5. If the licenses involving different departments are not coordinated in a timely and proactive manner, they will not push or delay each other, or they will not transfer or delay the transfer of licenses to other departments after the completion of the licenses of the department;
6. Failure to complete his / her own job or completing the work within the required time without standard reasons;
7. Pushing or delaying matters that fall within the scope of responsibility;
8. Lack of investigation and research, exaggerated work, provision of demonstrative evidence such as false data and false information, which affects the correctness of business decisions;
9. In the course of performing duties, causing work errors;
10. Others that violate the internal management system to delay work or damage the company's interests.
Fifth, job negligence responsibility is divided into: direct responsibility, indirect responsibility and leadership responsibility.
6. The contractor directly undertakes specific work behaviors without the approval of the reviewer and the approval of the approver, which leads to the consequences of work negligence and bears direct responsibility.
The contractor bears direct responsibility if the contractor commits fraud and fraud, causing the reviewer and approver to fail to perform the audit and approval duties properly, resulting in the consequences of negligent work.
7. Although the reviewer approves, and the approver approves, but the contractor does not implement specific work behaviors in accordance with the review and approval opinions, resulting in the consequences of work negligence, the contractor is directly responsible.
8. If the contractor proposes an error in the plan or opinion, the reviewer or approver should discover it but not find it, or if it is not corrected after discovery, resulting in the consequences of the work error. Responsible for leadership.
Ninth, if the reviewer does not adopt or change the correct opinion of the contractor, and the approval of the approver causes the consequences of the work negligence, the reviewer shall bear the direct responsibility and the approver shall bear the indirect responsibility. If the reviewer does not report to the approver for approval to make a decision directly, which results in negligence of the work, the reviewer is directly responsible.
X. If the approver fails to adopt or change the correct opinions of the contractor and the reviewer, resulting in the consequences of negligence at work, the approver bears direct responsibility.
If the approver makes the decision directly without the plan of the contractor and the review by the approver, and the consequences of the work negligence occur, the approver bears direct responsibility.
XI. Collective research and determination shall lead to collective responsibility for the consequences of work negligence, and those with correct opinions shall not bear responsibility.
12. If two or more people intentionally or negligently cause the consequences of work negligence, the responsibility shall be determined according to the role played by the individual.
Thirteen, the person responsible for work negligence, according to the severity of the situation, do the following:
(1) If the circumstances are relatively minor and have not caused economic losses to the company, the responsible person shall be given criticism, education or written warning, and a fine shall be imposed:
1. All the jobs are not in place and the service quality is not high. As a result, the complaint of the service object is true, and a fine of 50 yuan is charged for each occurrence.
2. Lack of investigation and research, exaggerated work, provision of evidence such as false data and false information, which affect the correctness of business decisions, and a fine of 50 yuan each time.
3. If the matter falls within the scope of responsibility, it will be fined 50 yuan each time.
4. Anyone who is criticized by the superior department for work errors or other reasons will be fined 50 yuan each time.
5. If there is no valid reason for failing to complete the job or completing the work within the required time, the fine will be 50 yuan each time.
6. If you conduct paid consulting or services without permission, and collect deposits, guarantees and other fees in violation of regulations, you will be fined 50 yuan once to collect the fees collected in violation of regulations.
7. If the license is implemented beyond the prescribed authority or the license conditions are raised or lowered without authorization, causing adverse effects and consequences, a fine of 50 yuan will be imposed.
8. If the confidentiality and document management regulations are not strictly enforced, which results in the disclosure, damage, or loss of documents, archives, and materials, a fine of 50 yuan will occur once, and the parties will complete remedial measures within the prescribed time. If the circumstances are serious, legal responsibility shall be investigated.
9. Failure to use the official seal in accordance with regulations results in a fine of 50 yuan. If the company causes economic losses, the responsible person shall bear the economic compensation liability.
10. Failure to inspect, maintain, and use the lighting and audio equipment of the conference center in accordance with regulations and cause the equipment to perform poorly during the meeting will result in a fine of 50 yuan for each occurrence. If serious consequences are caused, part of the year-end bonus of the responsible person will be deducted according to the circumstances.
11. If theft is caused by inadequate safety precautions such as closing doors and windows, the person responsible shall be investigated for equivalent compensation.
12. Failure to perform sanitary cleaning according to the "Hygiene Management System" or fail to reach the standard after sanitary inspection will occur once, and each department staff member will be fined 50 yuan. The sanitation management responsibility of the conference center shall be punished in accordance with the "Convention Center Articles and Sanitary Management Measures."
(2) If the circumstances are serious and cause adverse effects to the company and cause economic losses, the responsible person shall be compensated for the economic losses and transferred from the post or retained for inspection.
(3) If the circumstances are serious and cause serious economic losses to the company, the responsible person shall be compensated for the economic losses and dismissed or dismissed.
The above investigation methods can be single or parallel. If it constitutes a crime, it shall be transferred to the judicial organ.
XIV. The person responsible for work negligence shall take the following actions seriously:
1. Negligence of work that should be investigated more than 3 times in a year;
2, worrying about, hindering, or not cooperating with the investigation of their negligent behavior at work;
3. Combatting, retaliating or framing the complainant or reporter;
4. Failure to correct wrongdoing;
5, there are other circumstances that need to increase the punishment.
XV. If the person responsible for work negligence actively discovers and corrects errors in a timely manner without causing major losses or adverse effects, the person responsible for work negligence may be lightened, mitigated or exempted from liability for work negligence.
16. If there are no specific provisions in these measures, the company can conduct collective research and processing according to the actual situation.
(Establishment, operation, merger, separation, dissolution and liquidation)
(I) Company establishment
1. Principles of company establishment
(1) Libertarianism
From ancient Rome to the Middle Ages, business communities existed on the basis of facts.
(2) Franchise
The establishment of the company was approved by the special permission of the head of state or the special decree of the national legislature.
In 1600, the British Royal Family chartered the establishment of the East India Company.
(3) Approval of establishment
In addition to the conditions required by law, a company must also be approved by an administrative authority.
(4) Simple criterion establishment
It can be established only if it complies with national laws and regulations, and does not require the approval of administrative organs.
(5) Strict criteria establishment
Provide strict establishment standards to increase the responsibility of promoters.
Trends in corporate law today
(6) Principles of company establishment in China
The current company law is a combination of normism and approvalism. The banking, insurance, securities and other industries adopt approvalism.
Company establishment concept
(1) The establishment of a company means a legal act that the founder of a company must take and complete in order to form a company and obtain legal personality in accordance with legal conditions and procedures.
Methods of company establishment include:
A. Initiation of establishment:
The way in which the company's entire shares are subscribed by the promoters to establish the company.
B. Solicitation and establishment:
The way in which the promoters subscribe for part of the company's shares and the remaining part is raised externally to establish the company.
(2) The establishment of a company is a factual state in which the company's founder obtained the status of a legal person or the legal consequences of the company's establishment.
3. Sponsor (Interpretation III F1):
A person who signs the articles of association for the establishment of a company, subscribes for capital or shares from the company, and performs the duties of establishing a company shall be identified as the company's promoters.
Including shareholders at the time of establishment of a limited liability company.
Joint and several liability of the promoter
Sponsor agreement
Understand the role of the sponsor
4. Failure to set up (Explanation III F4)
(1) External:
The promoters are jointly and severally liable for the expenses and debts incurred in setting up the company, and for the damage caused to others by the promoters in performing the company's establishment duties.
(2) Internal
The agreement-the agreed proportion of capital contribution-the responsibility is shared equally.
The company has not been established due to fault, and shall be held liable in accordance with the fault.
5. Set up successfully
(1) Contract liability (Interpretation III F2, 3)
A Foreign contract (in the name of the initiator):
The sponsor is responsible.
However, the company confirms the contract or actually enjoys the contractual rights, and the counterparty can claim contractual liability to the company.
B. External contract (in the name of the company under establishment):
The company is responsible.
However, the company shall not be held liable if there is evidence to prove that the promoter is in his own interest and malicious to others.
(2) Liability for infringement (Interpretation III F5)
A external:
If the promoter causes damage to a third party due to the performance of the company's establishment duties, the company shall bear the liability for compensation to the third party.
Inside B:
During the establishment of a company, if the promoter causes damage to the company's interests due to his own fault, he shall be liable for damages to the company.
After the company or the sponsor has taken responsibility, it can recover from the faulty promoter.
5. Legal status of established companies
(1) The same body
The company under establishment is the same entity as the company after establishment, but it is only at different stages and is the same entity as the company.
(2) Revised identity
The conduct is of course inherited when a company is necessary.
(3) The community without rights
The company under establishment has not yet obtained the status of a legal person, and can refer to the provisions of the applicable legal person association to enjoy certain rights.
The sponsor is the organ that established the company.
The general theory of the establishment company.
The debts related to the establishment of the company will be inherited by the new company;
The initiator has nothing to do with the establishment of the company.
(4) Contract renewal theory
Anglo-American law theory: The renewal of rights and obligations should be recognized by the new company. The company is only liable for the contract if it agrees.
The initiator entered into a contract with a third party in the name of the company without disclosing that the company did not exist, and the initiator assumed responsibility for the contract.
If the company accepts the contract after the establishment of the company, the sponsor has the opportunity to be exempt from liability, but the court may still determine that the sponsor is liable.
The company's articles of association are essential for a company, and provide the basic legal documents for its name, purpose, capital, organization and other affairs.
When establishing a company, the articles of association must be formulated in accordance with the law, and the articles of association are only binding on the company, shareholders, directors, supervisors, and senior management.
Make a contract
(1) Limited company: shareholders' establishment
(2) Wholly state-owned company: formulated by the board of directors and submitted to the SASAC for approval
(3) Joint-stock company: formulated by the sponsor and approved by the founding conference
2. Content (F25, 82)
The articles of association of a limited liability company shall state the following:
(1) Corporate personality
Company name and residence
Legal representative of the company
Company scope
(2) Company capital
Company registered capital
Name of the shareholder
The method, amount and timing of capital contribution by shareholders;
(3) Corporate governance
The company's organization and its generation methods, powers and rules of procedure
(4) Other matters
Other matters deemed necessary by the shareholders meeting.
The shareholders shall sign and seal the articles of association of the company.
The articles of association of a company limited by shares shall state the following:
(1) Corporate personality
Company name and domicile;
Business scope of the company;
Legal representative of the company;
(2) Company capital
Total number of company shares, amount per share and registered capital
The name of the promoter, the number of shares subscribed, the capital contribution method and the capital contribution time
Company profit distribution method;
(3) Corporate governance
The composition, authority and rules of procedure of the board of directors;
The composition, powers and rules of procedure of the board of supervisors;
Dissolution of the company and liquidation methods;
The company's notification and announcement methods;
(4) Other matters
Other matters deemed necessary by the shareholders meeting.
3. Effectiveness
Only binding on the company, shareholders, directors, supervisors, and senior management.
(1) Effect on the company
The content of the resolution of the directors of the company's shareholders' meeting violates the articles of association, the shareholders have the right to rescind and can claim for revocation.
(2) Effect on shareholders
Shareholders paid capital to the company in accordance with the articles of association
(3) Effect on directors, supervisors, and executives
Directors and executives must not violate the articles of association
4. change
A special majority of the shareholders' meeting, and the board of directors handles the change registration;
(1) Limited company:
Approved on behalf of two-thirds of shareholders with voting rights
(2) Joint stock company:
More than two-thirds of the voting rights held by shareholders present at the shareholders' meeting were approved
Company capital, also called share capital, refers to the total amount of capital contributions subscribed by all shareholders as determined and stated in the company's articles of association.
Corporate capital principle
(1) Principle of capital determination:
When establishing a company, the company's total capital shall be stated in the articles of association;
(2) Capital maintenance principle (capital enrichment principle):
The company should always maintain assets equivalent to its capital during the existence process;
Main manifestations:
A must not issue shares at a discount:
Total Equity = Total Stock Denomination = Registered Capital
B shareholder's withdrawal is prohibited:
After the company is established, shareholders may not withdraw capital.
C restricts the company's share repurchase:
The company's acquisition of its own shares is similar to a shareholder's withdrawal, resulting in false capital.
(3) The principle of constant capital:
Company capital may not be changed arbitrarily without legal procedures;
2. Types of company capital
(1) Registered capital
register capital, nominal or approved capital:
The total amount of registered capital when the company was established.
(2) Authorized capital
authorized capital:
All capital that a company can issue in accordance with its articles of association.
The charter must register the authorized capital.
When the company is established, it is not necessary to issue all the authorized capital.
(3) Issued capital
issued capital / outstanding shares:
The total amount of capital that has been issued when the company issues shares one or more times. It means subscribing to capital and paying capital.
(4) Paid-up capital
paid-up capital, paid-up capital:
Capital that shareholders have actually paid to the company.
(5) Capital to be paid
uncalled capital,
The company has issued capital that shareholders have subscribed for but have not paid.
(6) Reserve capital
reserved capital: Treasury shares; the company repurchases its own shares.
It has been issued, but the holder is the issuing company itself, so there is no stock outstanding.

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