I. Overall process
1. The proposed issuer holds a shareholders' meeting on the equity transfer and forms a resolution (including: agreeing to the equity transfer, changing the enterprise type (changing foreign capital into domestic capital), and amending the articles of association, etc.). );
2. The acquirer respectively signs equity transfer agreements with overseas shareholders; Apply to the competent foreign trade department where the issuer is located for approval;
3. After the transaction is completed, declare tax payment to the tax authorities and obtain a tax payment certificate (generally, it needs to be approved by the foreign trade and economic cooperation department before declaring tax payment);
4. Pay customs duties;
5. If the proposed issuer holds the registration certificate of the consignee or consignor of import and export goods, it generally needs to go through the customs duty payment certificate before it can go through the industrial and commercial change registration;
6. Pay back the value-added tax to the tax bureau;
7. Go through the change registration with the industrial and commercial department;
8. The proposed issuer shall register the change of foreign exchange with the State Administration of Foreign Exchange;
9. The acquirer applies for the purchase and payment of foreign exchange and remits the equity transfer money (generally, 565,438+0% equity transfer money can be paid in one phase) abroad;
10. Within 30 days from the date when the administrative department for industry and commerce handles the change registration, apply to the original tax registration authority for the change tax registration with relevant documents.
Two. Procedures to be handled by the acquirer
If it is a natural person acquisition, it does not involve procedures; In the case of acquisition by an affiliated company, the purchaser shall perform internal approval procedures such as the board of directors (if any), the shareholders' meeting or the shareholders' decision (in the case of a single shareholder).
Three. Procedures to be handled by the proposed issuer
(a) the competent foreign trade department: the basic materials submitted:
(1) application report signed by the chairman of the enterprise (1 original, printed and sealed by the reporting enterprise);
(2) The board of directors of the enterprise unanimously agreed on the resolution of equity change (1 original, printed and signed by the directors); If the company does not set up a board of directors, the executive director usually makes a decision at that time.
(3) Written opinions of the shareholders of the enterprise agreeing to the equity change (1 original, signed by the legal representative of the shareholders and sealed by the shareholders);
(4) The approval or approval document for the establishment and change of the enterprise (65,438+0 copies each), the original enterprise approval certificate (2 originals and photocopies) and the business license of the enterprise as a legal person (65,438+0 copies each);
(5) The latest capital verification report of the enterprise (1 copy);
(6) The original articles of association (including supplementary articles of association) approved by the examination and approval authority (1 copy);
(7) Contracts and articles of association or supplementary contracts and articles of association of the enterprise after the equity change (4 originals each, printed, signed by the legal representative of each shareholder of the enterprise after the equity change, and sealed by the shareholders);
(8) If the new Chinese shareholder is a company, provide the business license (copy) of the enterprise as a legal person stamped with the official seal of the enterprise (copy 1), and if it is a natural person, provide a copy of the ID card; Credit certificate (original 1 copy);
(9) Fill in the stub of the approval certificate of the foreign-invested enterprise (Hong Kong, Macao and Taiwan) after the equity change (1 original, only fill in the change items).
(10) Power of Attorney for Service of Legal Documents signed by overseas shareholders and domestic legal document service recipients (1 original).
(1 1) Equity Transfer Agreement (1 original).
(two) the competent department of industry and commerce: the basic materials submitted:
(1) application for registration (filing) of change of (domestic) company signed by the legal representative (original1);
(2) Power of Attorney for Enterprise Application for Registration (original 1 copy) (it can be filled in the application form);
(3) the identity certificate of the agent (1 copy, the original inspection); If it is represented by an enterprise registration agency, the business license of the enterprise registration agency shall be submitted at the same time (1 copy, stamped with the seal of the enterprise and marked "consistent with the original");
(4) Approval document of foreign trade department (1 original);
(5) Resolution of the general meeting of shareholders (original 1 copy);
(6) Amendment to the Articles of Association (1 original, signed by the legal representative);
(7) Equity transfer agreement (1 original, equity transfer agreement shall be notarized or authenticated);
(8) Qualification certificate of new shareholders (1 copy, original inspection);
(9) The original (original) and all copies (original) of the business license of the enterprise as a legal person.
(10) Statement of waiver of preemptive right by the old shareholders (it may not be needed, but it is always available).
(3) Foreign exchange bureau: procedures and materials to be submitted by domestic institutions or individuals to acquire foreign equity of foreign-invested enterprises.
(1) The acquired enterprise applies for the change of foreign exchange registration at the foreign exchange bureau where it is registered;
(2) The domestic purchaser applies to the foreign exchange bureau for the purchase and payment of foreign exchange; The business process and application form can be downloaded from the website of the State Administration of Foreign Exchange, and the application form for domestic institutions and individuals to purchase foreign exchange payment by foreign investors of foreign-invested enterprises can be downloaded from the Guidelines for Handling Capital Accounts →→→→ Market Business →→ Approval of Equity Transfer Business. The following materials are applied by domestic buyers, and all copies are stamped with the official seal of the applicant.
Acquired enterprise 1 foreign exchange registration IC card;
2. The approval document of the competent foreign trade department on the equity transfer;
3. Equity transfer agreement;
4. The latest capital verification report of the acquired enterprise (if the equity structure of the enterprise in the capital verification report is inconsistent with the actual equity structure before the enterprise transfer, relevant certification materials shall be submitted);
5. The latest audit report of the acquired enterprise issued by the accounting firm (with the latest audit report of the statement of foreign exchange receipts and payments) or an effective asset evaluation report;
6. Tax payment or exemption certificates related to the income due to the beneficiary after the share conversion (tax payment certificates for service trade, income, current transfer and external payment of some capital projects);
A recent statement or certificate issued by the bank that can reflect the balance of the foreign exchange account or RMB account of the domestic purchaser.
(3) If there is no foreign shareholder after the equity merger, the merged enterprise shall go through the formalities of cancellation of foreign exchange registration at the foreign exchange bureau where it is registered after completing the formalities of purchase and payment of foreign exchange.
(4) competent tax authorities
1. If the proposed issuer has enjoyed preferential income tax for foreign-invested enterprises since its establishment, but its operating period is less than 10 years, it may need to pay back the tax;
2. As far as foreign capital is transferred to domestic capital, it is still necessary to pay the income tax on equity transfer and apply for the tax payment certificate;
3. Refund of VAT
4. In view of the changes in the contents of taxpayers' tax registration, that is, the types of registration have changed, taxpayers should apply to the original tax registration authority with relevant documents within 30 days from the date when the competent department for industry and commerce handles the change registration.
(3) If the information submitted by the taxpayer is incomplete, it is necessary to supplement the complete relevant information before the tax registration can be changed.
(5) The competent customs department.
1, pay customs duties
2. Processing tariff payment vouchers