Materials to be submitted for foreign exchange registration of foreign investors' acquisition of Chinese equity (purchase price paid in cash):

1. Written applications submitted by foreign investors themselves or entrusted by foreign investors (including bank, account number, currency, fund balance, settlement purpose and other applications for settlement of equity acquisition funds, applications for foreign exchange registration of shares, etc.) for transfer and collection of foreign exchange. Where a foreign investor entrusts a domestic legal person or individual to apply, it shall provide a power of attorney and the identity certificate or business license of the trustee.

2. If the consideration is paid with RMB funds legally obtained in China, the household registration certificate issued by the bank that RMB funds are transferred to China account shall be provided; If the consideration is paid by legally acquired non-monetary assets in China, the delivery certificate of non-monetary assets issued by the equity transferor (excluding cross-border share exchange) shall be provided.

3. If the merged enterprise is a foreign-invested enterprise, the changed foreign exchange registration certificate shall be submitted.

4. Equity transfer agreement.

5. The resolution of the board of directors of the acquired enterprise.

6. Approval document of the Ministry of Commerce on equity transfer.

Extended data

In the process of equity transfer, the transferor needs to pay taxes:

1, when the transferor is an individual.

If the transferor is an individual, individual income tax shall be paid at the rate of 20%. 2. When the transferor is a company.

If the transferor is a company, the taxes involved are as follows:

(1) In general equity transactions (including equity transfer), enterprises should abide by the relevant provisions of the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa (2000) 1 18, repealed). The accumulated undistributed profits or accumulated surplus reserves that should be shared by the investee shall be recognized as equity transfer income and not as dividends.

(2) When an enterprise liquidates or transfers its wholly-owned subsidiaries or enterprises holding more than 95% of the shares, it shall abide by the relevant provisions of the Notice of People's Republic of China (PRC) State Taxation Bureau on Printing and Distributing Some Interim Provisions on Enterprise Restructuring and Restructuring Income Tax Business (Guo Shui Fa (1998) No.97, which has been repealed).

The investors' share of the accumulated undistributed profits and accumulated surplus reserves of the investee shall be recognized as the investors' dividends. In order to avoid double taxation on after-tax profits and affect enterprise restructuring, dividend income is allowed to be deducted from the transfer income when calculating the investor's equity transfer income.

References:

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