Step: 1, the goods right of the enterprise is converted into creditor's rights;
2. Resolutions of shareholders' meeting, equity transfer agreement, new articles of association and other materials required by the company's industrial and commercial bureau;
3. New and old shareholders should go through the formalities of equity transfer in the industrial and commercial department.
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Measures for the administration of registration of debt-to-equity swaps of companies
(2011165438+1promulgated by Decree No.57 of the State Administration for Industry and Commerce on October 23rd)
Article 1 These Measures are formulated in accordance with the provisions of the Company Law, the Regulations on the Administration of Company Registration and other laws and administrative regulations in order to standardize the registration administration of company debt-to-equity swaps.
Article 2 The term "debt-to-equity swap" as mentioned in these Measures refers to the act that creditors convert their legally enjoyed creditor's rights to a limited liability company or a joint stock limited company (hereinafter referred to as the company) into company equity, so as to increase the registered capital of the company.
Article 3 These Measures shall apply to the registration and management of debt-to-equity swaps under any of the following circumstances:
(1) The contractual debt generated by the creditor and the company in the company's operation is converted into the company's equity, and the creditor has fulfilled the contractual obligations corresponding to the creditor's right, and it does not violate the prohibitive provisions of laws, administrative regulations, the State Council decisions or the company's articles of association;
(two) the creditor's rights confirmed by the effective judgment of the people's court are converted into the company's equity;
(3) During the bankruptcy reorganization or settlement of the company, the creditor's rights contained in the reorganization plan approved by the people's court or the settlement agreement approved by the ruling are converted into the company's equity.
Article 4 Where there are more than two creditors when the creditor's rights are converted into equity, the creditors shall divide the creditor's rights.
Article 5 Where laws, administrative regulations or decisions of the State Council stipulate that the debt-to-equity swap must be approved, it shall be approved according to law.
Article 6 The sum of the capital contribution from debt-to-equity swap and other non-monetary property contributions shall not be higher than 70% of the registered capital of the company.
Article 7 The conversion of creditor's rights into equity shall be appraised by an asset appraisal institution established according to law.
The capital contribution of debt-to-equity swap shall not be higher than the assessed value of the debt.
Article 8 Debt-to-equity swaps shall be verified by a legally established capital verification institution and a capital verification certificate shall be issued.
The capital verification certificate shall include the following contents:
(a) the basic information of the creditor's rights, including the time and reason of the creditor's rights, the names of the parties to the contract, the subject matter of the contract, and the performance of the obligations corresponding to the creditor's rights;
(2) Appraisal of creditor's rights, including the name of appraisal institution, appraisal report number, appraisal benchmark date and appraisal value;
(3) the completion of debt-to-equity swap, including the signed debt-to-equity swap agreement, the creditor's exemption from the company's corresponding debts, and the company's relevant accounting treatment;
(4) Where the debt-to-equity swap is subject to approval according to law, the approval information.
Article 9 Where creditor's rights are converted into equity, the company shall apply to the company registration authority for registration of change of registered capital and paid-in capital according to law. Where other registered items of the company are changed, the company shall apply for registration of change together.
Article 10 When applying for registration of change, a company shall submit the following materials respectively in accordance with the Regulations on the Administration of Company Registration and the provisions of the State Administration for Industry and Commerce on the materials submitted for enterprise registration:
(1) In case of any of the circumstances specified in Item (1) of Article 3 of these Measures, the creditor and the company shall submit a letter of commitment to convert the creditor's rights into equity, and both parties shall promise that the creditor's rights to be converted into equity conform to these Provisions;
(two) the judgment documents submitted to the people's court under the circumstances specified in Item (two) of Article 3 of these Measures;
(3) In case of any of the circumstances specified in Item (3) of Article 3 of these Measures, a reorganization plan approved by the people's court or a settlement agreement approved by an order shall be submitted.
The resolution of the shareholders' (general) meeting submitted by the company shall confirm the amount of creditor's rights, which is in line with the provisions of the Company Law and the Articles of Association.
Article 11 The company registration authority shall register the capital contribution corresponding to the debt-to-equity swap as "debt-to-equity swap".
Article 12 If the company registration authority and its staff violate the provisions of laws and regulations when handling the registration of debt-to-equity swaps, the directly responsible person in charge and other responsible personnel shall be investigated for responsibility in accordance with relevant regulations.
Article 13 If the creditors, companies and institutions undertaking the assessment and capital verification violate the Company Law, Regulations on the Administration of Company Registration and these Measures, the company registration authority shall punish them in accordance with the Company Law, Regulations on the Administration of Company Registration and other relevant provisions.
Article 14 The company registration information of debt-to-equity swap shall be disclosed by the company registration authority according to law.
Article 15 The company registration authority shall disclose the results of administrative punishment for the following illegal acts to the public:
(1) Illegal acts of creditor's rights registration and debt-to-equity swap;
(2) Illegal acts of institutions undertaking evaluation and capital verification due to debt-to-equity swap registration.
The company registration authority shall publicize the list of institutions that are subject to the administrative punishment mentioned in the preceding paragraph and undertake the evaluation and capital verification.
Article 16 The administrative department for industry and commerce shall timely record the creditors, companies and institutions undertaking capital verification and evaluation involved in the illegal debt-to-equity swap, and implement classified supervision of enterprise credit.
Seventeenth matters stipulated in these measures, laws, administrative regulations or the State Council decisions have other provisions, from those provisions.
Article 18. If an enterprise that does not have the qualification of a company as a legal person changes its registration for the company, which involves the conversion of creditor's rights into equity, it shall be implemented with reference to these measures. Involving the management of state-owned assets, it shall be handled in accordance with relevant regulations.
Article 19 These Measures shall be implemented as of 20 12 10 1.