Generally speaking, the big process has the following steps:

Pre-approved name (industrial and commercial bureau, renamed after becoming a Sino-foreign joint venture)-approval certificate of foreign-invested enterprise (Foreign Trade and Economic Cooperation Bureau, Commerce Bureau)-industrial and commercial change.

Depending on different places, there may be many more procedures, such as the previous environmental assessment, capacity assessment, and foreign exchange account opening afterwards.

The materials submitted for specific implementation are generally in accordance with the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, and the materials generally needed are as follows:

(A) equity mergers and acquisitions

1. Documents submitted to the registration authority:

(1) An application for registration of change (filing) of a foreign-invested company signed by the legal representative;

(2) An agreement for foreign investors to purchase the equity of shareholders of domestic companies or subscribe for capital increase of domestic companies;

(3) The revised articles of association or amendments to the original articles of association and the contracts of foreign-invested enterprises that need to be submitted according to law;

(4) A copy of the approval document and certificate of the approval authority 1;

(five) the qualification certificate of the foreign investor or the identity certificate of the natural person;

(6) The revised list of the board of directors, the documents recording the names and domiciles of the newly-added directors, and the appointment documents of the newly-added directors;

(7) Power of attorney for the service of legal documents;

(8) If a foreign investor subscribes for the capital increase of a domestic company, it shall submit a capital verification certificate that has paid no less than 20% of the newly-increased registered capital;

(9) Assets appraisal report;

(10) If you transfer the equity of state-owned shares to overseas investors, you should submit the approval document of the state-owned assets management department (Yudong: this article is up to you. The SAFE can give an oral reply without submitting the approval document, on the grounds that the laws and regulations on state-owned assets management do not stipulate the connection with registration, but the registration of domestic-funded enterprises needs to be submitted. For the sake of prudence, is it better to be obedient? Because it is actually impossible to handle such foreign mergers and acquisitions without the approval of the state-owned assets management department);

(1 1) If other registration (filing) items are changed, relevant documents shall be submitted (if the legal representative is changed, the legal representative's employment documents, a copy of identity certificate and the original legal representative's dismissal documents shall be submitted; Where the supervisor or manager changes, the dismissal documents of the original director, supervisor or manager, the post-holding documents and identity certificates of the new supervisor or manager shall be submitted. );

(12) Original and photocopy of the original company's business license;

(13) Other relevant documents and certificates stipulated by the State Administration for Industry and Commerce.

2. Precautions for registration:

(1) If a foreign investor acquires the equity of a domestic company, it will continue the legal person status of the original domestic company and handle the change registration. The foreign-invested enterprise established after the merger will inherit the creditor's rights and debts of the merged domestic company.

(2) The equity merger agreement shall include the following contents:

1), the identities of both parties to the agreement, including name, domicile, legal representative, position, nationality, etc. ;

(2) The share and price of the equity acquired or subscribed by capital increase;

(3) The time limit and method for performing the agreement;

4) Rights and obligations of the parties to the agreement;

5) Liability for breach of contract and dispute resolution;

6) Time and place of signing the agreement.

(3) The subject qualification certificate or the identity certificate of a natural person of a foreign investor shall be notarized by the notary office of the host country and certified by the Chinese embassy (consulate) in that country; The main qualification certificate or identity certificate of investors from Hong Kong, Macao and Taiwan shall provide notarized documents of local notaries according to law; Passports of foreign natural persons are issued by the Embassy of China. After checking the original, the recipient can submit a copy without notarization or authentication.

(4) The foreign investor agrees to purchase the equity of the shareholders of the domestic company. After the domestic company is changed into a foreign-invested enterprise, the registered capital of the foreign-invested enterprise is the registered capital of the original domestic company, and the proportion of foreign investors' capital contribution is the proportion of the purchased equity to the original registered capital.

If a foreign investor subscribes for the capital increase of a domestic limited company, the registered capital of the foreign-invested enterprise after the merger shall be the sum of the registered capital of the original domestic company and the capital increase. The foreign investors and other original shareholders of the merged domestic company shall determine their respective equity proportions in the registered capital of the foreign-invested enterprise on the basis of the assets evaluation of the domestic company.

(5) If a foreign investor subscribes for the capital increase of a domestic company, it shall pay no less than 20% of the newly-increased registered capital when the company applies for change. The paid-in capital is the sum of the original paid-in capital and the newly-increased paid-in capital, and the rest of the investment time is in compliance with the Company Law and relevant laws and administrative regulations.

(6) The business scope of the merged domestic company meets the requirements of industrial policies related to foreign investment; Do not meet the requirements, should be adjusted.

(seven) the proportion of foreign investors in the registered capital of the merged company is not less than 25%; If it is less than 25%, the words "the proportion of foreign investment is less than 25%" should be added after the "company type" in the business license of foreign-invested enterprises.

(8) The date of establishment of the business license of a foreign-invested enterprise shall be the date of establishment of a domestic-funded enterprise as a legal person, and after the date of establishment, it shall be indicated in brackets that "it was changed to a foreign-invested enterprise on a certain day of a certain year".

(9) The revised Articles of Association or the revision of the original Articles of Association shall be signed and sealed by all investors. The contents of the articles of association of the company shall comply with the provisions of the Three Laws on Foreign Investment, the Company Law, the Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors and other relevant laws and administrative regulations. The articles of association of foreign investors in equity mergers and acquisitions shall be formulated and expressed according to the actual situation of equity mergers and acquisitions. In the general part of the articles of association, it should be accurately stated that the foreign-invested company was changed and established by the merger and acquisition of the equity of the original domestic company by foreign investors. In the chapter of registered capital, if a foreign investor only accepts the equity of a domestic company, it shall accurately explain the price after the equity merger, the time for paying the consideration, the proportion of the equity, the liability for breach of contract, and the capital contribution of each shareholder (the mode of capital contribution should not be stated again). If the foreign party accepts the original shareholder's equity and subscribes for capital increase at the same time, it shall not only accurately state the above contents, but also state the way, time and amount of capital increase subscribed by the foreign party.

(10) If a foreign investor subscribes for the capital increase of a domestic company, the foreign investor will remit cash from abroad because the company wants to open a foreign exchange account, except for the company's capital verification and the validity period of the approval certificate.

(1 1) The transfer of state-owned shares at a price lower than 90% of the assessed value must be approved by the state-owned assets management department.

(12) The registration authority shall review the registration files of domestic enterprises according to law, and find problems that affect foreign capital mergers and acquisitions, and shall correct them.

3. Registration procedure:

(1), involving the transfer of state-owned assets must be approved by the state-owned assets management department;

(2), submitted to the examination and approval authority for approval;

(3) After the company has prepared all the documents, it applies to the registration authority for change registration, and the registration authority will issue a notice of acceptance of change registration after accepting it;

(4) The licensee shall pay the change registration fee to the registration authority with the Notice of Acceptance of Change Registration and ID card, and obtain the Business License of Enterprise as a Legal Person.

(2) Asset merger and acquisition registration

1. Documents submitted to the registration authority:

(1) Application for registration of the establishment of a foreign-invested company signed by the proposed legal representative;

(2) A copy of the approval from the examination and approval authority and the approval certificate1;

(3) Articles of association;

(4) Notice of name pre-approval;

(five) the qualification certificate of the investor or the identity certificate of the natural person;

(6) photocopies of the appointment documents and identity certificates of the directors, supervisors and managers;

(seven) a copy of the legal representative's employment documents and identity certificates;

(8) A capital verification certificate issued by a legally established capital verification institution;

(9) If the shareholder's capital contribution is non-monetary property for the first time, submit the certification documents that have gone through the formalities of property right transfer;

(10) company domicile certificate;

(1 1) minutes of the founding meeting;

(12) Pre-approval document or certificate;

(13) Power of Attorney for the service of legal documents;

(14) The resolution that the property right holder or authority of the domestic enterprise agrees to sell the assets;

(15) Asset merger and acquisition agreement;

(16) asset appraisal report;

(17) If a foreign investor merges the assets of a domestic state-owned enterprise, it shall submit the approval documents of the state-owned assets management department;

(18) Other relevant documents required by the State Administration for Industry and Commerce.

2. Matters needing attention in registration

(1) If a foreign investor establishes a foreign-invested enterprise and purchases and manages the assets of a domestic enterprise through an enterprise agreement, or if a foreign investor purchases the assets of a domestic enterprise through an agreement and invests the assets to establish and manage the assets of a foreign-invested enterprise, the establishment registration procedure is applicable to the registration of the established foreign-invested enterprise, and the foreign-invested enterprise shall submit the documents in accordance with the relevant provisions of the establishment registration. Foreign-invested enterprises established by assets merger and acquisition of foreign investors can be Sino-foreign joint ventures and cooperative enterprises, as well as wholly foreign-owned and joint ventures.

(2) If a foreign investor purchases all the assets of a domestic-funded enterprise, the domestic-funded enterprise shall cancel its registration. If a foreign investor purchases part of the assets of a domestic-funded enterprise, the domestic-funded enterprise does not need to be registered if the registered items are not changed; Where the registered items are changed, the registration of change shall be handled. The certificate of cancellation or change of registration of a domestic-funded enterprise shall not be used as a document that must be submitted for the establishment and registration of a foreign-invested enterprise.

(3) If a foreign investor purchases assets, the domestic enterprise that sells the assets shall bear its original creditor's rights and debts. Foreign investors, merged domestic enterprises, creditors and other parties may reach a separate agreement on the disposal of creditor's rights and debts of the merged domestic enterprises, but the agreement shall not harm the interests of third parties and social public interests. The agreement on the disposal of creditor's rights and debts shall be submitted to the examination and approval authority for approval.

(4) The transfer of assets of state-owned enterprises at a price lower than 90% of the assessed value shall be approved by the state-owned assets management department.

(five) joint stock limited companies, finance, securities, insurance companies and fund management companies. , when it is established, it shall pay all its capital contribution in one lump sum according to law. If other types of limited companies pay all or part of their registered capital at the time of establishment, they shall submit the capital verification certificate issued by the established capital verification institution according to law; If the shareholder's capital contribution for the first time is non-monetary property, submit the certification documents that have gone through the formalities of property right transfer; The minutes of the founding meeting are only applicable to joint stock limited companies established by way of offering.

3. Registration procedure:

(1), involving the transfer of state-owned assets must be approved by the state-owned assets management department;

(2) Domestic enterprises selling assets shall notify creditors at least 15 before the investors submit the application documents to the examination and approval authority, and make an announcement in newspapers at or above the provincial level distributed nationwide;

(3), submitted to the examination and approval authority for approval;

(4) After the company has prepared all the documents, it applies to the registration authority for registration of establishment, and the registration authority will issue a Notice of Acceptance of Establishment Registration after accepting it;

(5) The licensee shall pay the registration fee to the registration authority with the Notice of Acceptance of Establishment Registration and his ID card, and obtain the Business License of Enterprise as a Legal Person.