We Can't Wait
Foreign company is in accordance with China's laws in China to set up all the capital is invested by foreign investors run business, is Chinese legal person, in the form of foreign joint ventures and wholly foreign-owned two.
company
Materials Required for M&A of a Domestic Enterprises by a Foreign Investor
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Interim Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors mainly involve equity M&A and asset M&A. Equity M&A means a foreign investor's purchase of the equity of a shareholder in an enterprise that is not foreign-invested (a Domestic Company) or subscription to a Domestic Company's capital increase, resulting in the conversion of the Domestic Company into a newly established foreign-invested enterprise (an Equity M&A); Equity M&A is relatively simple to operate and the purchase price is relatively easy to determine.
Asset M&A means a foreign investor's establishment of a foreign-invested enterprise and purchase by agreement, through such enterprise, of the assets of a domestic enterprise and operation of such assets, or a foreign investor's purchase by agreement of the assets of a domestic enterprise and use of such assets to invest in and establish a foreign-invested enterprise to operate such assets (an Asset M&A).
M&A by a foreign investor (documents submitted to the Ministry of Commerce for approval)
(I) M&A by a foreign investor: in the case of Equity M&A, the investor shall submit the following documents:
1. M&A of a domestic enterprise by a foreign investor: in the case of a domestic limited liability company targeted for M&A: the unanimous shareholders' resolution in favor of the Equity M&A by the foreign investor; in the case of a domestic company limited by shares targeted for M&A: the resolution of the shareholders' general meeting in favor of the Equity M&A by the foreign investor;
2. an application to convert the target Domestic Company into a newly established foreign-invested enterprise in accordance with the law;
3. the contract for and the articles of association of the foreign-invested enterprise to be established after the M&A;
4. the agreement for the purchase of the equity of the shareholder in the Domestic Company or the subscription to the Domestic Company's capital increase by the foreign investor, which shall be governed by Chinese laws and shall include the following:
(1) the particulars of the parties to the agreement, including their names and domiciles, the names, positions and nationalities of their legal representatives, etc.;
(2) the share and price of the equity to be purchased or of the capital increase to be subscribed to;
(3) the term and method of performance of the agreement;
(4) the rights and obligations of the parties;
(5) liability for breach of contract and resolution of disputes; and
(6) the date and place of execution of the agreement.
5. a financial audit report for the most recent fiscal year of the target Domestic Company;
6. the investor's identity document or certificate of incorporation and credit rating certificate;
7. details of the enterprises invested in by the target Domestic Company;
8. (duplicates of) the business licenses of the target Domestic Company and the enterprises in which it has invested;
9. the arrangements made for the staff and workers of the target Domestic Company;
10. the agreements among the foreign investor, the target domestic enterprise, creditors and/or other parties on the disposal of the claims and debts of the target domestic enterprise;
11. If the scope or scale of business of, or the acquisition of leaseholds by, or other matters of the foreign-invested enterprise to be established after the M&A requires permission from other relevant government authorities, the relevant permission documents shall be submitted together with the aforementioned documents; and
12. other materials required by approving or registration authorities.
(II) M&A by foreign investors: in the case of Asset M&A, the investor shall submit the following documents:
1. the resolution in favor of the asset sale passed by the owner of the title to, or the organ of authority of, the domestic enterprise;
2. an application for the establishment of a foreign-invested enterprise;
3. the contract for and the articles of association of the proposed foreign-invested enterprise;
4. the asset purchase agreement executed by the proposed foreign-invested enterprise and the domestic enterprise or by the foreign investor and the domestic enterprise, which shall be governed by Chinese laws and shall include the following:
(1) the particulars of the parties to the agreement, including their names and domiciles, the names, positions and nationalities of their legal representatives, etc.;
(2) the list and prices of the assets to be purchased;
(3) the term and method of performance of the agreement;
(4) the rights and obligations of the parties;
(5) liability for breach of contract and resolution of disputes; and
(6) the date and place of execution of the agreement.
5. the articles of association and the business license (duplicate) of the target domestic enterprise;
6. proof of the notification of, and announcement to, the creditors of the target domestic enterprise;
7. the investor's identity document or certificate of incorporation and credit rating certificate;
8. the arrangements made for the staff and workers of the target domestic enterprise; and
9. agreements among the foreign investor, the target domestic enterprise, creditors and/or other parties on the disposal of the claims and debts of the target domestic enterprise;
10. If the purchase and operation of the assets of a domestic enterprise require permission from other relevant government authorities, the relevant permission documents shall be submitted together with the aforementioned documents; and
11. other materials required by approving or registration authorities.
When an investor submits documents, it shall classify such documents in accordance with these Provisions and include a document list therewith. All documents required to be submitted shall be in Chinese.
For further information, please contact us without hesitation: Tel: 400-693-3369
Services to foreign companies registered
Business philosophy: customer first principle of credit first, to solve the customer's boredom. Has been engaged in foreign-funded enterprises registered, have years of history