In the process of operation, some enterprises may change the corporate legal person because of the need, and the change of the corporate legal person is to understand the specific process, so how to change the corporate legal person?!
01. The process of changing the legal person
1. Sort out the information that needs to be changed, and submit it for preliminary review on the online registration interface of the Industrial and Commercial Bureau, and review and approve it within 3-5 working days
2. Download and print the approved materials and fill in the relevant information
3. Make an appointment on the official website of the Industrial and Commercial Bureau to submit materials
4. Submit the materials for the change of enterprise legal person to the industrial and commercial bureau according to the appointed time
5. Wait for 5 working days to receive a new business license
Note: You can bring the original ID card or a photocopy.
02. Change the debt treatment of the legal person
1. In accordance with the provisions of the Company Law: if there is a change in the company's industrial and commercial registration items (including the change of the legal representative), the creditor's rights and debts of the original company shall be borne by the changed company.
2. Article 76 of the Contract Law also makes it clear that after the contract comes into effect, the parties shall not fail to perform their contractual obligations due to the change of their names or titles, or the change of the legal representative, person in charge or undertaker.
3. One thing needs to be clear: the legal representative is only responsible for dealing with the company's debts, and it is the company that really bears the responsibility for the company's debts and claims, and the company's money is invested by shareholders, so it has a great impact on "whether the legal representative is a shareholder" at the beginning.
4. If the company is transferred, then before the transfer, it must be determined whether the company has dealt with all debts and claims, including whether there is tax arrears, whether the bank has not repaid the loan, etc.
5. Moreover, the "equity transfer agreement" signed by both parties will stipulate that the original debt shall be borne by the original shareholder. If the original shareholder conceals the debt, then he can be held responsible, but it is likely that the new shareholder will be required to take responsibility first and then recover from the original shareholder.
03. Risk of changing legal person
1. The customers accumulated by the company before the change of legal person will be lost
2. The decision-making and planning of the enterprise have undergone great changes
3. Changes in the credit of the enterprise
4. Changes in employees' wages and benefits lead to the instability of the company's employees
04. Pay attention to these issues when changing the legal person
1. Does the change of legal person have a serious impact on finance?
There is no financial impact, but if you have to go to the bank to replace the seal card, the cashier still goes to the bank to get the statement every month, and there is basically no impact. The information required to replace the seal identification card is as follows:
(1) Old seal identification card
(2) Application form for change of seal by the bank
(3) The original and copy of the legal person's ID card
(4) The original and photocopy of the ID card of the person in charge
(5) If it is not handled by the legal person in person, a letter of authorization in the form of a bank should also be submitted
(6) Documents certifying the change of legal entity
Such as: the original and copy of the business license, the original and copy of the account opening permit, the document of changing the legal person (such as the decision of the meeting), and the articles of association
(7) Other documents that may be required (according to the bank's requirements)
(8) Other materials required by the bank
Note: Some banks require a door-to-door confirmation, and some banks need to re-sign the agreement, depending on the bank.
(9) New seal card and old seal card seal (such as official seal, financial seal, legal person seal, etc.)
2. What is the application time for the change of corporate legal person?
If the company changes its name or legal representative, it shall apply for the change of registration within 30 days from the date of the change resolution or decision.
3. What are the conditions for the change of the company's legal person?
(1) Application report
(2) The certificate (power of attorney) of the company's authorized agent and a copy of the principal's work card or ID card
(3) Application for change of registration signed by the company's legal representative
(4) In accordance with the Company Law of the People's Republic of China, the shareholders' meeting or the board of directors shall amend the articles of association accordingly if the change of the articles of association is involved, and the materials required are as follows:
A copy of the resolution of the meeting or the resolution of the board of directors or the letter of appointment (wholly state-owned), ID card, temporary residence permit (referring to the ID card of other provinces and cities).
(5) If laws and regulations stipulate that it must be subject to examination and approval, the approval documents of the relevant state departments
(6) A full set of registration forms and other materials issued by the Bureau
(7) Submit the original and copy of the Business License of Enterprise Legal Person
4. Does the business license need to be renewed after the change of the company's legal person?
A business license needs to be renewed. The required materials are as follows:
(1) Application for Registration of Company Change (Filing) signed by the legal representative (1 original) (signed by the new or original legal representative)
(2) Power of attorney for enterprise application for registration (filing) (1 original)
(3) The identity certificate of the person in charge (1 copy, the original is verified); If it is represented by an enterprise registration agency, the business license of the enterprise registration agency shall be submitted at the same time (1 copy, which must be stamped with the seal of the enterprise and marked "consistent with the original")
(4) In accordance with the provisions and procedures of the articles of association, submit the original certificate of dismissal of the original legal representative and the original certificate of appointment of the new legal representative
(5) Identity certificate of the new legal representative (1 copy, original verification)
(6) Information of the legal representative
(7) Where laws, administrative regulations and decisions of the State Council stipulate that the change of the legal representative must be submitted for approval, the relevant approval documents or license certificates (1 copy, original for verification) shall be submitted
(8) The original (original) and all copies (original) of the business license of the enterprise legal person
(9) If the change of the legal representative involves the change of the chairman (executive director) or manager, the relevant appointment and dismissal documents (original) shall be submitted
5. Does the change of the company's legal person need to be recorded?
Normally, only the name seal of the legal person can be replaced, and other seals do not need to be re-filed.
6. Does the company need to change the official seal of the legal person?
There are no mandatory provisions on whether the official seal needs to be replaced after the company changes its legal person, but in practice, the replacement of the official seal can better protect the rights and interests of the company. The materials required to change the official seal are as follows:
(1) The original company's official seal and official seal quasi-engraving documents
(2) A copy of the new business license (the copy is stamped with the company's official seal)
(3) Certificate of legal personality (copy stamped with the company's official seal)
(4) Agent's ID card (copy stamped with the company's official seal)
Note: When submitting copies of the above materials, you must bring the original, and you need to check with the original.
7. Is the contract signed by the original legal person valid after the change of legal person?
It didn't work. If the legal person has been changed, the contract must be signed by the new legal person after the change to be valid. Before the date of change, the contract signed by the original legal entity is valid.
8. Is the previous legal person still liable after the change of legal person?
No, a legal person is an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and bears civil obligations in accordance with the law.
The above is the content of the article~