Answer: Since there is basically no financial threshold for setting up various types of enterprises nowadays, entrepreneurs should choose the appropriate organizational form based on their specific personal circumstances and the responsibility-bearing models of various forms of e

1. When starting a business, should you set up a company or other forms of enterprises?

Answer: Since there is basically no financial threshold for setting up various types of enterprises nowadays, entrepreneurs should choose the appropriate organizational form based on their specific personal circumstances and the responsibility-bearing models of various forms of enterprises.

The main forms that can be chosen for individual entrepreneurship include applying to register as an individual business owner, setting up a sole proprietorship or a one-person limited liability company, while for a team entrepreneurship, you can choose to set up a partnership, a limited liability company or a joint stock company.

Different organizational forms of responsibility:

(1) The operating income of registered individual industrial and commercial households belongs to individual citizens or families. Among them, if the business is operated by an individual, repayment will be made with personal property; if the business is run by a family, repayment will be made with family property.

(2) The property of a sole proprietorship is owned by the investor personally, and the investor shall bear unlimited liability for the debts of the enterprise with his personal property. After the sole proprietorship is dissolved, the original investor shall still be responsible for repaying the debts incurred during the existence of the sole proprietorship. However, if the creditor does not make a request for debt repayment to the debtor within five years, this liability shall be extinguished.

(3) A one-person limited liability company shall bear external liabilities with the company's property, but if the shareholder cannot prove that the company's property is independent of the shareholder's own property, he shall bear joint and several liability for the company's debts.

(4) A partnership shall first use the property of the partnership to offset the debts of the enterprise. If the compensation is insufficient, the partners shall bear unlimited joint and several liability with their property. Since partners bear unlimited joint and several liability for partnership debts.

(5) Limited liability companies and joint stock companies shall bear liability for the company's debts with all of their property, while shareholders shall bear liability for the company to the extent of their subscribed capital contribution (or shares subscribed ).

Since organizational forms other than the company need to bear joint liability for corporate debts with personal property, and entrepreneurs have low risk tolerance, it is recommended to adopt the form of a limited liability company in the early stages of starting a business to reduce entrepreneurial risks.

However, it must be emphasized that most investors habitually understand the enterprise as private property during the entrepreneurial process, so the enterprise's money is also their own money. But this awareness is dangerous in the corporate system. A company is a "legal person" independent of investors. In a one-person limited company, if the shareholder cannot prove that the company's property is independent of the shareholder's own property, he shall bear joint and several liability for the company's debts. If there is cross-use of company property and personal property, criminal cases such as misappropriation of funds may also be involved. The founder of True Kungfu Cai Dabiao was convicted of official embezzlement and misappropriation of funds. This is an example. Therefore, companies must establish a sound financial system, and investors must separate corporate and personal property to avoid legal risks.

2. Is it necessary to sign partnership agreement , articles of association and other infrastructure documents to clarify the rights and obligations between investors?

Answer: Since most initial entrepreneurs are close relatives, classmates or friends, they are often shy to talk about the distribution of power, interests and responsibilities, and when preparing to start a business, they pay more attention to how to develop business externally rather than internal construction.

However, after the initial enthusiasm of starting a business has passed, after the company has grown or suffered setbacks, it is very likely that disputes will arise over the above issues. If they are not properly handled, the business will fail midway. In order to effectively avoid the occurrence of such problems, it is required to clarify the division of rights and obligations among each entrepreneur through institutional documents such as a partnership agreement or company articles of association at the beginning of the business. These institutional documents can effectively avoid and solve the problems of unfair distribution of benefits and unfair debt obligations in the future.In the document, entrepreneurs can clearly agree on how much interest they have in starting a business, the proportion of debt they each bear, their respective work content, how to introduce new entrepreneurial partners and exit mechanisms, etc. In the event of a legal dispute, these institutional documents are a powerful weapon to protect everyone's legitimate rights and interests.

3. What aspects should be paid attention to when signing a partnership agreement?

Answer: Article 18 of the " Partnership Enterprise Law " generally stipulates that a partnership agreement must To make the partnership agreement more targeted and operable, we need to pay attention to the following two aspects:

(1) Relevant provisions on partnership investment divestment and responsibilities

1. Investment details, agree on how much each person will invest, and how will be divided into .

2. Rules of procedure, stipulating how to discuss major issues.

3. Responsibilities details, agree on what each person is responsible for, and if implemented.

4. Exit mechanism, stipulates under what circumstances partners can withdraw, and how to calculate capital when withdrawing.

(2) Ways to resolve differences of opinion

1. The adjustment plan after the business direction is wrong can be agreed on whether to change the business direction or change the execution strategy.

2. To resolve differences of opinion, you can agree on whether to resolve the issue through direct voting or to seek consultation and argumentation from experts before resolving the issue.

(3) Business project plan, profit distribution and responsibility

1. What projects does the partnership mainly operate?

2. How to advance business projects in stages.

3. How to distribute the income from business projects and how to bear responsibility for failure.

4. Under what circumstances should a business project be terminated?

4. What aspects should be paid attention to when drafting the articles of association of a limited company?

Answer: Many entrepreneurs regard the articles of association as nothing when they establish a limited company, thinking that it is just a formality for filing with the Industrial and Commercial Bureau. However, legally, the articles of association are a "constitutional document" for the governance of a limited company. Failure to pay attention to them may cause many subsequent troubles.

You need to pay attention to the following aspects when drafting the company's articles of association:

(1) Dividend rights, preemptive subscription rights and voting rights

"Company Law" allows the articles of association of a limited liability company to make special provisions for the company's dividend rights, preemptive subscription rights and voting rights. Therefore, the company's articles of association can stipulate that the company's dividends, preemptive subscription rights and voting rights should be shared with the proportion of paid-in capital contribution to ensure the efficiency of the company's operations.

(2) Number of convening and notification times of shareholders’ meetings

The number of regular meetings of shareholders of a limited liability company must be stipulated in the company’s articles of association. Generally speaking, if the number of shareholders is small and they live together, the number of meetings can be appropriately stipulated; if the number of shareholders is large and they live in scattered places, and most of the board members are major shareholders, the number of meetings can be appropriately reduced. However, as the shareholders' meeting is the authority to decide major matters of the company, regular meetings should not be more than once every two months, and should not be less than once every six months. It is recommended that once a quarter is appropriate.

The "Company Law" stipulates that the general requirement of notifying all shareholders 15 days before a meeting is lengthy and rigid, and it is necessary to adjust the company's articles of association. Regular meetings are generally held 10 days before the meeting; extraordinary meetings are generally special arrangements under abnormal circumstances and should be set to a short time before the meeting, and 3 to 5 days can be considered as appropriate.

(3) The discussion methods and voting procedures of the shareholders' meeting (Rules of Procedure for the shareholders' meeting)

In accordance with the provisions of the "Company Law", the discussion methods and voting procedures of the shareholders' meeting, unless otherwise provided by the law, are stipulated in the company's articles of association. Since the rules of procedure of the shareholders' meeting involve a lot of content, placing them in the main body of the company's articles of association may easily lead to imbalance and excessive disparity in the content of various parts. It is recommended that it be included as an annex to the company's articles of association, integrating the procedures and voting procedures of the shareholders' meeting, the number of meetings and notices, etc., and a separate special document called "the rules of procedure of the shareholders' meeting".

The "Rules of Procedure of the Shareholders' Meeting" as an attachment to the company's articles of association should generally cover the following content:

1. The powers of the shareholders' meeting stipulate which matters are decided by the shareholders' meeting.

2. Procedure for convening the first shareholders’ meeting.

3. Number of meetings and notices of shareholders’ meetings.

4. Requirements for the number of attendees at the shareholders’ meeting.

5. What to do when the number of shareholders in the shareholders’ meeting cannot meet the requirements.

6. Procedures for convening and hosting shareholders’ meetings.

7. Special circumstances for convening a shareholders’ meeting.

8. The conditions for the resolution of the shareholders’ meeting.

9. Conditions for resolution in non-meeting format.

10. Minutes of the meeting.

(4) The composition, formation and term of directors of the board of directors

Based on the closed, humane and controllable characteristics of a limited liability company, the chairman and vice chairman are elected by the shareholders' meeting, which is more conducive to the trust and respect of shareholders. Especially for private small and medium-sized companies, it is generally not appropriate to compare them to a joint-stock company, where the board of directors selects the chairman and vice-chairman.

The term of office of directors shall be stipulated in the company's articles of association within a three-year limit in accordance with the law. If the majority of directors are appointed by shareholders, the maximum term of directors shall be three years. If this is not the case, annual re-election may be considered.

(5) Board of Directors’ discussion methods and voting procedures ( Board of Directors Rules of Procedure )

Board of Directors Because the discussion methods and voting procedures are rich in content and have strong independence and procedural characteristics, they should be summarized as "Board of Directors Rules of Procedure" in combination with other relevant content and appear as an attachment to the company's articles of association. Its basic content is:

1. The powers of the board of directors.

2. The issue of the exercise of power during intersessional periods.

3. Term of office of directors.

4. Number of meetings and notifications.

5. Attendance at meetings.

6. Convening and hosting meetings.

7. The formation of resolution.

8. Minutes of the meeting.

(6) Powers of the executive director

A limited liability company with a small number of shareholders or a smaller scale may abandon the establishment of a board of directors and have only one executive director. The Company Law also authorizes the company's articles of association to stipulate the powers of the executive director. Under this kind of structure, the position of manager can generally be abandoned. The company's articles of association define the powers of the executive director as a combination of some of the powers of the board of directors and the powers of the manager in the Company Law. The main powers exercised by the executive directors include: formulating the company's basic management system; deciding on the establishment of internal management agencies; presiding over the company's production and operation management; and appointing senior managers of the company.

(7) Manager's authority

Whether or not the manager position is set up is optional for a limited liability company, but in reality this position is generally set up. In the absence of special provisions in the company's articles of association, the "Company Law" gives the concept of a strong manager. In view of the non-standard corporate governance structure , the incomplete credit reporting system, and the immaturity of the team of professional managers.In order to protect the interests of shareholders to the greatest extent and prevent insiders from controlling the company, the company manager's powers are specially authorized by the board of directors or the chairman of the board of directors based on the manager's personal situation and should be adjusted in a timely manner. If the above plan is followed, the company's articles of association should clearly stipulate it.

(8) Establishment and composition of the board of supervisors

A limited liability company that establishes a board of supervisors must have at least three members. In practice, 5 to 7 people are appropriate. It should be noted that, based on the concept of establishing a humanistic company and the company's social attributes, the Company Law stipulates that the proportion of employee representatives on the supervisory board shall not be less than one-third. However, for some limited liability companies with a small number of shareholders and a small scale, from the perspective of reducing management costs and improving efficiency, the company's articles of association stipulate that there is no board of supervisors and only two supervisors, which should be a pragmatic move.

(9) The deliberations and voting procedures of the Board of Supervisors (Rules of Procedures of the Board of Supervisors)

The deliberations and voting procedures of the Board of Supervisors are part of the "Rules of Procedures of the Board of Supervisors" and are the same as the "Rules of Procedures of the Shareholders' Meeting" and the "Rules of Procedures of the Board of Directors". In view of their strong independence and strong procedural characteristics, they should appear in the form of attachments to the company's articles of association.

(10) Equity transfer

Co., Ltd. allows equity transfer in accordance with the law. First, shareholders can transfer all or part of their equity to each other. In this case, just changing the shareholder's capital contribution ratio or reducing the number of shareholders will not cause a crisis of trust among shareholders. When shareholders transfer equity to outsiders, the trust advantage among shareholders will be affected, especially in small companies with fewer shareholders, because the transfer of equity by outsiders may have a disruptive crisis for the company. However, according to the provisions of the Company Law, in the absence of special provisions in the company's articles of association, the transfer of equity interests by shareholders to outsiders cannot be conclusively prohibited. The reason is: Although the transfer of equity by a shareholder to a person other than a shareholder requires the consent of a majority of other shareholders, if more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.

In view of the above circumstances, the company's articles of association should make appropriate provisions for the transfer of equity to outsiders based on the company's conditions. In practice, small companies can prohibit external transfers of equity. The reason is: If shareholders believe that their interests have been improperly infringed by the company, directors, executives or other shareholders, they can completely resolve it through negotiation, mediation or litigation. In addition, the stability of the company should be the best interest choice. As for companies with a large number of shareholders and a large scale, they should not be too strict on the transfer of equity. However, compared with the general provisions of the company law, the company's articles of association should still be appropriately strict.

(11) Equity inheritance

Under the premise that there is no prior regulation in the company's articles of association, after the death of a natural person shareholder, his legal heirs can inherit the shareholder qualifications. This model, similar to the above-mentioned shareholder's external transfer of equity, is bound to create a crisis of trust in the limited liability company. Therefore, whether to inherit or not, it is more appropriate if the company's articles of association require shareholders to vote. However, in order to protect the interests of the deceased shareholder and his relatives, the company's articles of association should stipulate that if the deceased shareholder's relatives cannot inherit the shareholder qualifications, other shareholders have the obligation to acquire all the equity interests of the deceased shareholder in proportion to their shareholding; or the company returns the equity interests of the deceased shareholder through legal capital reduction procedures.

(12) Time limit for completion and delivery of financial accounting reports to shareholders

The company shall prepare financial accounting reports at the end of each fiscal year, and shall be audited by an accounting firm in accordance with the law. The "Company Law" authorizes the articles of association of a limited liability company to stipulate the time for sending the above-mentioned financial accounting reports to shareholders. In order to effectively implement the shareholders' rights of supervision and information, the company's articles of association should limit the completion time of financial accounting reports to within 2 months of the end of the year, and the delivery time should be limited to within 7 days of completion of preparation.

5. Is it necessary to establish various aspects of enterprise management systems? What aspects of management systems require special attention?

Answer: Many entrepreneurs do not pay attention to the internal management system of the enterprise. They believe that the main energy in the early stage of entrepreneurship is business development and do not pay much attention to the construction of internal systems. However, a comprehensive and systematic enterprise rules and management system is of great significance to improving the operational efficiency of enterprises and reducing operating costs . Therefore, it is necessary to establish a comprehensive and systematic enterprise management system.

6. What issues should enterprises pay attention to when improving the personnel and employment system?

Enterprises need to pay attention to the following issues when improving the personnel and employment system:

(1) Sign a written labor contract and purchase social security in accordance with the law. If a labor contract is not signed in accordance with the law, the employee can request to be paid double wages, and if the employee fails to purchase social security for the employee in accordance with the law, he or she will be fined by the labor and social security department, resulting in an increase in the non-production costs of the enterprise.

When signing a written contract, you should pay attention to the content of non-compete and confidentiality agreement according to the company's situation.

(2) Do a good job in the entry review. The entry review during the recruitment process is a process of verifying the identity and resume of the applicant. Its important purpose is to prevent people who have not terminated the labor contract with the original unit or those who have non-compete obligations from entering the company. Article 91 of the "HTML Labor Contract Law" stipulates that if an employer recruits workers whose labor contracts have not been terminated or terminated by other employers, and causes losses to other employers, it shall bear joint liability for compensation. Therefore, during the onboarding review process for new employees, enterprises should require applicants with work resumes to provide written proof of the termination of the labor relationship with the original employer.

During the entry review process, the review of identity certificate is also very important. The Ministry of Public Security has a special platform for checking the authenticity of citizens’ ID cards, and companies should actively use this platform to check the identity of new employees. If the ID card of a new employee is lost, one way is to require the new employee to provide a "certificate of no illegal or criminal behavior."

(3) Fulfill the notification obligation. The "Labor Contract Law" stipulates that the employer shall truthfully inform workers of the work content, working conditions, work location, occupational hazards, safety production conditions, labor remuneration, and other information that workers require to know. Employers shall publicize rules and regulations and decisions on major matters that directly affect the vital interests of workers, or inform workers. In practice, the court's review of this point mainly depends on whether the publicity procedure has been passed. In view of the fact that the three publicity methods of website announcement, email transmission and bulletin board announcement are not easy to prove. Therefore, companies should try to use written form when making public announcements.

(4) Legally implement the employment guarantee through the "emergency contact" method. Article 9 of the "Labor Contract Law" stipulates that when an employer recruits workers, it shall not detain the workers' resident identity cards and other documents, require the workers to provide guarantees, or collect property from the workers in other names. On the one hand, workers are eager to find jobs, and on the other hand, companies face employment risks. Workers and companies are in a dilemma. If you add a column "Emergency Contact" to the form design of the recruitment system. Applicants are required to provide the contact numbers and addresses of 1-2 relatives, which will then be reviewed and verified. It can not only solve the problem of employment of non-local workers but also prevent enterprise employment risks.

(5) Establish a sound performance appraisal system. Article 39 of the "Labor Contract Law" is about the employer's unilateral termination of the labor contract. The legal provision of "serious violation of the company's rules and regulations" is the source of the initiative for enterprises to formulate specific assessment, reward and punishment measures. Precisely because there are no clear and specific provisions in national laws and regulations, companies are left with room to formulate corresponding reward and punishment standards on their own.Enterprises can combine their own characteristics and formulate multi-level and multi-level assessment reward and punishment methods according to their size, profitability and number of employees.

(6) Establish a complete file management system . Corporate archives are various text, graphics, audio and video and other different forms of data that are formed in the production and business activities of the enterprise and have preservation value for the enterprise. Archives management is to use archives materials efficiently and orderly to improve the efficiency of enterprise work. For modern enterprises, the archives management system also has its own special value. Take personnel files as an example. Standardized file management can provide enterprises with employees' personal experiences, business levels, work performance, job changes, etc., making it easier for enterprises to know people and do their jobs properly. Its legal significance is also particularly important. When labor disputes occur, a standardized file management system can help companies avoid the risk of losing the lawsuit due to the inability to provide evidence.

7. In what aspects can enterprises improve their financial management system?

(1) Credit and debt management. If an enterprise does not pay attention to the management and control of credit sales and its accounts, it will eventually form a dead debt that cannot be recovered, causing significant economic losses, and even going bankrupt due to a break in the capital chain. Therefore, the enterprise itself must establish an account recovery system and an overdue payment collection system, and must also combine the review of contracts and performance standards to avoid risks. It is necessary to conduct credit investigations in advance for major projects and contracts. For customers who are overdue, they must take the initiative to understand their operating conditions and assets, and find out the scope, nature and ownership of their assets. In the event of litigation, preservation can be directly carried out to prevent the expansion of losses.

(2) Internal accounting personnel management. Financial managers are at risk of committing crimes driven by profit. At the same time, there may also be errors in personnel work resulting in erroneous records. Therefore, it is necessary to improve the supervision and inspection system.

(3) Financial risk management. Enterprises mainly have financing risks , investment risks , cash flow risks and associated debt risks, all of which require a high degree of management and control.

8. What matters need to be paid special attention to when signing a contract with an external party?

Answer: The matters and details that require special attention when signing a contract are too complicated and need to be treated separately according to the specific contract. , but there are mainly the following aspects that require special attention:

(1) Review the subject qualifications of the cooperation partner before signing

1. Review the basic situation of the partner. First, you need to understand whether the other party has legal person or agent qualifications and whether it has the right to sign a contract.

2. Check whether the partner has the corresponding professional qualifications.

3. Investigate the business reputation and performance capabilities of the partner.

4. Check whether the country has special regulations on this transaction. The purpose is to determine whether the rights and obligations of both parties are legal and valid; if it involves special business industries, you also need to check whether there is a special business license.

5. If it involves patents, trademarks, and copyrights, you need to check whether you are the owner of the patent, trademark, or copyright. For the above, you can hire a lawyer to do a credit investigation, go to the Industrial and Commercial Bureau and other relevant administrative departments to inquire about the relevant situation and analyze it to draw a credit conclusion.

(2) Do a good job in reviewing the main terms of the contract

It is best to sign the contract in written form, so that the wording must be accurate and avoid ambiguity. For important contract terms, you should carefully consider every word, and for important contracts, you should hire a professional lawyer to review them to prevent problems before they occur. The basic terms of the contract must be in place, especially the content of the transaction, the method and duration of performance, and liability for breach of contract must be clearly agreed upon.

(3) Take effective measures to prevent risks during the performance of the contract

Pay attention to retaining relevant supporting documents when performing the contract:

1. When performing the contract, it is best to have relatively complete written documents, and all must be confirmed by the other party;

2. If the other party has not paid off the goods when the invoice is issued, other measures should be noted on the invoice.

(4) Use the right of defense in contract performance in accordance with the law to prevent risks

When encountering legal conditions or situations where the partner's breach of contract may damage our interests, we can adopt methods to suspend performance or terminate the contract in accordance with the law to protect the rights and interests of the enterprise.

9. How does an enterprise control costs?

Answer: The cost of an enterprise can be divided into production costs and non-production costs, and the control of non-production costs is more important. Non-production cost businesses worth noting include: meeting costs; procurement costs; communication costs; overtime costs; talent flow costs; job dislocation costs; process costs; stagnant resource costs; corporate culture costs; credit costs; risk costs; entrepreneur costs.

Among these non-production costs, the management and application of legal resources can reduce talent flow costs, credit costs, and risk costs. These are very important contents in corporate non-production cost control.

10. Do start-up companies need to hire legal advisors?

Answer: It is not necessary for start-up companies to hire legal advisors for the time being. On the one hand, it is not necessary, and on the other hand, simple legal affairs can be outsourced. When finances , you must hire a lawyer, and you must hire the best and most professional lawyer. After the financing is completed, the company can set up a legal department, and the internal legal affairs are handed over to the legal department. When encountering other highly professional non-litigation business or litigation business, you need to hire external lawyers. Even in world-class companies, the legal department is leading, but highly professional business is still handed over to professional lawyers to handle.

11. What legal services may startup companies need at different stages of growth?

Answer: Start-up The stages include company registration (including equity agreement, articles of association, annual report, etc.), agency accounting and tax filing (tax reporting, tax exemption, etc.), intellectual property protection (trademark application, copyright protection, patent application and protection), labor and personnel (labor contract, personnel system, social security provident fund account opening and payment), etc. The development stage of

includes financing agreements, financing consultation, equity structure , options settings, etc. The rapid growth stage of

includes merger and acquisition agreements, merger and acquisition consulting and hiring of lawyers, joint-stock transformation to , etc.

The IPO stage includes listing plans and lawyer due diligence reports.

bankruptcy liquidation stage includes bankruptcy liquidation, exit mechanism, etc.

12. What is the company's legal representative and what is its role?

Answer: The legal representative refers to the main person responsible for exercising civil rights on behalf of the legal person and performing civil obligations in accordance with the law. He represents the interests of the corporate legal person and exercises the legal person's rights in accordance with the will of the legal person. The legal representative is responsible for organizing and leading production and business activities within the enterprise, and has full authority to handle all civil activities on behalf of the enterprise externally.

13. The legal representative of a limited liability company must be the executive director (chairman)?

Answer: The "Company Law" stipulates that the legal representative of a company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association. Therefore, the company manager can also serve as the legal representative of the company.

However, it must be noted that the "manager" in the "Company Law" is not an ordinary manager, but a senior manager responsible to the company's board of directors. According to the provisions of the Company Law, managers can exercise eight important powers. In other words, the manager in the Company Law is equivalent to what people often call the general manager and CEO.

14. What is the difference between an executive director and a chairman?

Answer: According to the provisions of the Company Law, a company has a board of directors and elects a chairman. However, a limited company with a small number of shareholders or a small scale may not have a board of directors and appoint an executive director. In other words, executive directors only appear in limited companies without a board of directors and exercise the powers of the board of directors.

15. Can a natural person create multiple companies?

Answer: A natural person can create multiple companies, but the "Company Law" stipulates that a natural person can only invest in the establishment of a one-person limited liability company, and the one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.

16. What kind of seals are generally used by companies? What are their functions and legal effects?

Answer: Company seals mainly include official seals, special financial seals, and special contract seals. They need to be filed with the industry and commerce, public security, and bank where the account is opened according to relevant regulations or reserved seals. The company can also engrave tax stamps, customs declaration stamps, department stamps for internal use, etc. as needed.

There is a saying that the official company seal is more effective than the special financial seal, and the special financial seal is more effective than other seals such as the special contract seal. This is mainly a classification made by the company from the perspective of its own use. In terms of legal effect, all types of company seals generally have the same effect. The company seal is the expression of the company's intention rather than the expression of intention itself. Whether the company seal has the expected legal effect mainly depends on whether the carrier of the seal reflects the company's intention.

The evaluation of the legal validity of a seal is a value judgment rather than factual determination, so it is mainly reflected when disputes arise. Here are a few situations that are often encountered:

(1) Forged seal . If is inconsistent with the seal registered with the industrial and commercial and public security authorities, it can generally be determined that it does not represent the company's intentions, which means that the company does not need to be responsible for this. However, if the legal representative of the company has a signature (not a signature) at the same time, it will generally be presumed to be binding on the company; if there are similar transactions with the same transaction partner and have been completed (typically such as previous contracts, reconciliations, etc.), it will also be presumed to be binding on the company.

(2) Wrong use of seal. internal seals are used externally, such as manpower seals and administrative seals for signing external contracts. The wrong type of seal is used, such as a tax stamp on a statement or a financial seal on an employment contract. Under normal circumstances, only the seal will not be effective. However, if the seal is accompanied by the signature of the person in charge, whether it will be effective for the company depends on whether the person in charge is an agent or a specific person in charge specified in the contract.

(3) Validity of branch seal. According to the Company Law, a branch does not have legal personality, and the liabilities incurred are borne by the company, and its status is similar to that of an internal organization of the company. However, branches and ordinary internal organizations have different consequences due to special provisions of the company law. For example, branches can be defendants in civil disputes, but internal departments cannot. The company's affairs are stamped with the branch's seal, which generally binds the company.

(4) Effectiveness of electronic seal. " Electronic Signature Law " has recognized the legal validity of electronic seals, so its legal validity cannot be denied simply because it is in the form of electronic signatures or data messages.

17. What legal issues need to be paid attention to in corporate financing?

Answer: For start-ups, funding is undoubtedly one of the key issues.Enterprise financing must pay attention to the following legal issues:

(1) The legal subject status of investors. According to legal provisions, certain organizations cannot conduct commercial activities. If you look for these organizations to invest, it may lead to invalid agreements, waste of costs, and create business risks.

(2) Investment and financing projects must comply with the industrial policies of the central government and local governments. Under China's current policy environment, many investment fields do not allow foreign-funded enterprises or even private enterprises to get involved.

(3) Selection of financing methods. There are many options for financing, such as: debt financing, equity financing , preferred stock financing, lease financing, etc. Various financing methods also have great differences in the distribution of the rights and obligations of both parties, and have a significant impact on business operations.

(4) Choice of return form and method. For example, the repayment plan, interest calculation, guarantee form, etc. of the principal in debt financing need to be stipulated in the loan contract. If investors invest funds or other assets to obtain equity in the investment project company, they need to focus on arranging the proportion of equity, the proportion and time of dividends, etc. Relatively speaking, investors are more concerned about the return on investment in and issues.

(5) Writing of feasibility study report , business plan, and investment proposal. The document Mr. Liu was asked to provide was the business plan. The above three documents have different names but similar contents, including an introduction to all aspects of the financing project. The writing of these documents must be true and accurate, which is one of the basic basis for investors to judge whether to invest.

(6) Issues that may be involved in due diligence. The due diligence investigation conducted by lawyers is to comprehensively understand the relevant legal status of the financiers and investment and financing projects, and issue a due diligence report to the investors based on the understanding.

(7) Equity arrangement. equity arrangement is a game in which the rights of both parties in the upcoming enterprise are distributed after investors and financiers reach an agreement on the project. Since the law does not have very powerful remedies, it is now common in corporate governance for major shareholders to control the company and infringe on the interests of the company and small shareholders. Thoughtful and detailed arrangements for equity are something that financiers and investors need to consider carefully.

Source: Company Equity Incentive

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