Analysis of business registration data of enterprises - World Credit Organization

3.1 Analysis of enterprise business registration data

1. Differences between China's industrial and commercial registration data and foreign countries

The registration information of companies registered in mainland China is divided into two parts: one part is the display part on the business license, including: name (the name with China Zhonghua needs a specific approval); registered address; business scope (with a relatively more restrictions); type of enterprise; legal representative; mode of operation; registration time. The other part is not shown on the license, including: list of investors, copy of investor ID card, capital contribution, resume filled by the legal representative, and articles of association. All information above is available for inquiries in accordance with legal provisions.

In Western countries such as Britain and the United States, as well as the Hong Kong and Macau Special Administrative Regions of China, the company registration system is different from that in China. The business license only shows the company name (you can include the country name), registered address and date of establishment. Since there are no business scope restrictions in these countries and regions, there is no business scope item in the registration materials. Since the registered capital of these countries and regions is only declared by the registrant and does not require capital verification, the registered capital is not displayed in the business license. The registration archives also include the list of high-level personnel such as directors and supervisors (Note: In general, industrial and commercial files in Western countries can only inquire about high-level personnel such as directors and supervisors, and ordinary investors are not open to inquiries. Moreover, since ordinary investors’ stocks can be freely transferred , it will take effect immediately after the transfer of endorsement, so the list of ordinary investors in the industrial and commercial registration files is only the list of ordinary investors at the time of initial registration. Arrived), capital contribution, articles of association, etc. All registration data are searchable.

See the table below for the differences:

2. Company name

Through the popularity of the enterprise name, it can be preliminarily judged whether the enterprise is a well-known company or has an associated relationship with a well-known company. However, the fact that the name of an enterprise is the same as that of a well-known enterprise does not necessarily mean that it is associated with the well-known enterprise.

Because the scope of protection of enterprise names and trademarks is relative, for example: the scope of protection of enterprise names is the same industry in the same region; the scope of protection of trademarks is the same commodity, so some companies use well-known names from other regions in order to increase their popularity Or well-known names in other industries in the same area as their own company name, and some companies use other companies' trademarks as their own company name.

In the ICE8000 credit search, input two random words, Zhida, and found in the results that many companies have the name "Zhida". Obviously, most of them have no investment relationship.

How to find out whether a company is associated with a well-known enterprise, you can check the company's investor list.

If it is an enterprise registered in China, with Chinese or Zhonghua in its name, it means that the company belongs to a central state-owned enterprise or has a central state-owned enterprise background. Enterprises with the background of central state-owned enterprises should be analyzed from two aspects: on the one hand, central enterprises have financial resources and high-quality personnel, and the possibility of breach of contract is small; , so that it is difficult for the parties to safeguard their legitimate rights and interests.

If it is a company registered outside of China, the name contains China, China, France, the United States, etc., which does not mean that it has background or financial resources, but only represents the preference of the founder of the company. For example: in Hong Kong, you can register a company with the name of any country such as France. For such companies with big names, their motives can be analyzed. If their staff or related promotional materials deliberately lead or imply that people have "big company name" = "rich financial resources", then there is a possibility of dishonesty and bad motives in this unit larger.

3. Registered capital

For enterprises registered in China before March 1, 2014, although the registered capital has undergone capital verification procedures, be careful not to be superstitious about its registered capital. Registered capital fraud is a very common phenomenon in China. Moreover, fraudulent companies are more motivated to falsify registered capital. From March 1, 2014, the registered capital of Chinese companies will no longer be verified, so there is no need to care about the amount of registered capital of the company.

For companies registered outside of China, there is no need to care about their registered capital. Because the government does not verify the registered capital, the registered capital is the self-declaration of the parties.

Therefore, there is a certain relationship between the registered capital and the strength of the enterprise, but there is no necessary relationship. Regardless of whether it is domestic or overseas, any unit that deliberately shows off its registered capital, and any unit that deliberately guides or implies that "large registered capital" = "financial resources" must pay attention to the real motives behind it.

Four. Business scope

In the internationally accepted enterprise registration methods, there is generally no such item as business scope.

When registering an enterprise in China, it is generally required to register a specific business scope. The Haidian District of Beijing used to be a reform pilot, canceling the specific business scope registration method, and registering the business scope as: Acts prohibited by laws and regulations shall not be acted on; Acts that are required to be approved by laws and regulations shall not be acted on before approval. Within the scope permitted by laws and regulations, independently choose business projects. In 2004 and 2005, Beijing canceled the registration of specific business scopes throughout the city. However, after the implementation of the new company law in 2007, enterprises outside the Zhongguancun Hi-Tech Park canceled the above-mentioned regulations and still required to register their business scope.

One more thing, when registering a business, in order to increase the degree of freedom, it is often necessary to register as many business items as possible. Moreover, due to changes in actual operations, the concurrently operated project of the enterprise may change into the main project of the enterprise.

Finally, in order to build momentum, some companies do some tricks to sell dog meat. For example: The author has seen an investment consulting company whose actual main business is housing intermediary.

V. Investors

Investors refer to shareholders, including units and natural persons. Whether an investor, especially a controlling investor, is reputable or has a bad record has a great impact on the integrity of the company. A natural person with controlling status, if not the legal representative or the general manager, may be the actual controller or invisible executive of the company, and can determine whether there is an actual controller or invisible executive in the company by means of on-site visits or interviews . If the company has actual controllers or invisible executives, the personal integrity of the actual controllers or invisible executives has a particularly large impact on the company. If there are actual controllers or invisible executives in the company, attention should be paid to understanding and analyzing the reasons, and analyzing the rationality or legitimacy of the reasons in light of social reality.

Among the investors, the greater the proportion of investors who have passed the ICE8000 integrity certification, the stronger the enterprise's willingness to be honest.

6. Changes in business registration information of enterprises

In the enterprise file, there are changes in the company's industrial and commercial information. Through these materials, you can know the changes in the company's investors, legal representatives, residence, business scope, and registered capital, and use this to analyze the specific relationship between the company and its affiliated companies. For the change of enterprise information, the following should be noted:

1. Business combination. The merger of companies may take the form of merger by absorption or merger by new establishment. A company that absorbs other companies is a merger by absorption, and the absorbed company is dissolved, such as: A+B=A. The merger of two or more companies to establish a new company is a new merger, and the parties to the merger are dissolved, such as: A+B=C.

For a company merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify the creditors within 10 days from the date of making the merger resolution, and make an announcement on newspapers within 30 days. Creditors may require the company to pay off its debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the creditor has not received the notice.

When a company is merged, the claims and debts of the merging parties shall be inherited by the surviving company after the merger or the newly established company.

2. Enterprise separation. An enterprise is divided into two mutually independent enterprises, which are divided into companies. If the company is divided, its property shall be divided accordingly. When a company is divided, a balance sheet and property list shall be prepared. The company shall notify the creditors within ten days from the day when the division resolution is made, and make an announcement on newspapers within thirty days. The debts of the company before the division shall be jointly and severally liable by the company after the division. However, unless otherwise stipulated in the written agreement reached between the company and the creditor on debt repayment before the division.

3. Asset acquisition. Company A can acquire only the inventory and fixed assets of Company B, or acquire one other asset of Company B, or even acquire all the assets of Company B, without assuming any of its debts. Likewise, Company A can acquire all of Company B's assets and assume all of its liabilities. This information is generally reflected in the asset acquisition contract. Asset acquisition contracts are sometimes filed with the industrial and commercial authorities because the enterprise applies for an increase in registered capital.

7. Date of establishment of the company

The development stage of the enterprise can be directly judged from the date of establishment of the enterprise. Generally speaking, the enterprise has the following development stages:

1. Infant period (1 to 5 years), enterprises in the infancy period are trying to find their own profit model. It should be noted that many enterprises have closed down in the infancy period. For an enterprise in its infancy, attention should be paid to analyzing its profit model. If its profit model is not clear, the ability to perform contracts deserves attention.

2. The young and middle-aged period (after 5 years). If an enterprise forms its own stable corporate culture and basic management system during the young and middle-aged period, the enterprise will remain in the young and middle-aged period for a long time, that is, an evergreen enterprise. If there is no stable corporate culture and basic management system during the young and middle-aged period, the efficiency of the enterprise will decline, accidents will occur frequently, and it will enter the twilight period. Its ability to perform contracts deserves attention.

3. In the twilight period (after 10 years), if the company has not formed its own stable corporate culture and basic management system within 10 years of its establishment, it will enter the twilight period. Its characteristics: slow action, overstaffed, low efficiency, accidents Frequently, this type of enterprise has poor ability to perform contracts. If the willingness to be honest is not strong, it is easy to enter bankruptcy procedures and divest debts through bankruptcy procedures.

To sum up, for enterprises under 5 years old, focus on their profit model; for enterprises over 5 years old, focus on their system and culture construction.

VIII. Enterprise type

Let's introduce the analysis of different types of enterprises.

(1) Sole proprietorship, individual business

Sole proprietorship refers to a sole proprietorship that is funded by a single natural person and undertaken by the investorcompanies with unlimited liability.

The registration of a sole proprietorship is very simple, there is no need for capital verification, you can have your own name, and you don't need to pay business administration fees.

A sole proprietorship has no legal personality and bears unlimited liability. Except for some personal property necessary for life, all its properties can be used to repay any debts the company has.

The following conditions can improve the judgment of the sole proprietorship's performance ability:

1. The owner participates in life insurance with the enterprise as the beneficiary. Because the owner of the enterprise is the sole bearer of external debts, if something unexpected happens to him, the operation of the enterprise will be greatly affected, and at the same time, the repayment of external debts will be affected. In foreign countries, owners of sole proprietorships usually invest in life insurance for themselves but the beneficiary is the company itself. In the event of personal injury or death, part of the debt can be repaid with the income from the insurance proceeds. This provides a certain degree of guarantee for credit sellers, thereby also improving the credit rating of the enterprise itself.

2. The owner has other considerable sources of income. Since the owner mainly uses all of his personal property to bear risks for the enterprise, it is often necessary to examine the owner's own income status when cooperating with a sole proprietorship. If the owner has other sources of income, the risk is naturally lower.

Sole businesses and sole proprietorships are basically the same.

(2) Partnership

A partnership enterprise refers to a profit-making organization in which each partner enters into a partnership agreement, contributes capital, operates in partnership, shares profits and risks, and assumes unlimited joint and several liabilities for the debts of the partnership enterprise.

Partnership enterprises do not need capital verification, and registration is relatively simple.

Partnerships also have no legal personality, and the partners bear unlimited joint and several liabilities to each other. For creditors, one or more of the partners owns more personal assets is a better guarantee, because after the partnership enterprise defaults, the creditors can claim creditor's rights against any partner.

For foreign partnerships, attention should also be paid to whether the partners have registered limited liability. When registering a foreign partnership, a partner is allowed to declare limited liability. This type of enterprise is also called a limited partnership. For such enterprises, the creditor cannot claim joint and several claims against the limited liability partners.

(three) limited company

A limited company has the qualification of a legal person and assumes limited liability with its legal person assets. Investors of the company are not liable for the company's debts.

(4) Enterprises owned by the whole people

Many of these companies have now been transformed into limited companies. Enterprises owned by the whole people have the status of legal persons, and their property is owned by all the people. It should be noted that some small and medium-sized enterprises owned by the whole people, because they have left state support or administrative monopoly protection, have poor contract performance capabilities, and some are even empty shells.

(5) Collective ownership enterprises

In China, enterprises owned by the whole people and administrative institutions at all levels can establish enterprises with collective ownership. Many of these companies have now been restructured into limited companies. Due to institutional reasons, if there are no specific resources and conditions, it is generally difficult for collective enterprises to develop for a long time, and their ability to perform contracts is poor.

The above content is excerpted from "ICE8000 Credit Investigation, Analysis, and Rating" (written by Fang Bangjian, free to use, but please indicate the source)