(1) share capital
According to Article 99 of the Company Law, when a limited liability company is legally approved to be changed into a joint stock limited company, the total amount of converted shares shall be equal to the net assets of the company.
That is, the net asset value of a limited liability company audited by an accounting firm with securities practice qualification on the audit benchmark date is the changed share capital of the joint-stock company. Because at a certain point, the net assets of a limited liability company will not be an integer, and generally the integer will be converted into equity. There are two solutions to zero. One is to distribute zero to shareholders and keep it on the books as a liability to shareholders. The other is to include zero in the capital reserve fund.
It should be pointed out here that:
1. Co., Ltd. converts shares on the basis of audited net assets, not assessed net assets. According to China Securities Regulatory Commission's Memorandum No.2 on Auditing Criteria for Stock Issuance, a limited company can conduct asset appraisal when it is changed into a joint-stock company, but it is still a going concern accounting entity due to the different nature of the enterprise before and after the change. The provisions of Article 19 of the Accounting Standards for Business Enterprises-Basic Standards and Article1kloc-0/of the Accounting System for Business Enterprises shall apply, and the historical cost valuation principle shall not be changed, and the asset appraisal results shall not be adjusted. Where a limited company is changed into a joint stock limited company and its accounts are adjusted according to the results of asset evaluation, it shall be regarded as a newly established joint stock limited company. According to the Company Law, a joint stock limited company shall be in business for more than three years before applying for issuing new shares for listing.
2. If the company has more joint-stock enterprises, the net assets of the consolidated statement and the net assets of the parent company may be inconsistent. When this happens, in practice, the net assets of the parent company are generally used as the basis for conversion. (There is no clear stipulation, or the lower number of the two is used as the basis for conversion)
Article 78 of the Company Law stipulates that the minimum registered capital of a joint stock limited company is RMB 10 million. Article 152 stipulates that when a joint stock limited company applies for listing its shares, the total share capital of the company shall not be less than RMB 50 million (after issuance), and the shares publicly issued to the public account for more than 25% of the total shares of the company. At present, the proportion of issuance controlled by the CSRC is generally between 25% and 40%. Therefore, when a joint-stock company is established, its share capital shall generally not be less than 30 million yuan.
If the net assets of a limited company are less than 30 million yuan when it changes as a whole, it can increase its net assets by increasing capital and shares.
(2) promoters
1, number of sponsors
According to the provisions of the Company Law (Article 79), the establishment of a joint stock limited company shall have two or more promoters but less than 200, and more than half of the promoters have domicile in China. In the substantive requirements of enterprise listing, the CSRC requires no more than 50 promoters, and generally it is better to control them within 20. In addition, according to the Law on Sino-foreign Joint Ventures, domestic natural persons may not become shareholders of Sino-foreign joint ventures. Without the approval of the competent department, the actual controller in China may not indirectly hold shares of the company through overseas institutions. According to the requirements of the CSRC, there must be no trade unions, stock associations and other subjects among the promoters.
2. Ownership structure.
According to the Guiding Opinions on the Restructuring and Reorganization of Initial Public Offerings (draft for comments), the shareholding ratio of a single promoter, joint venture capital and concerted parties shall not exceed 80% of the company's total share capital. The main promoters shall not form a joint-stock company with a company directly or indirectly controlled. If the total share capital exceeds 400 million, you can apply for an appropriate exemption.
If the equity of the enterprise is concentrated, when the shareholding ratio of a single sponsor, joint venture capital and concerted parties exceeds 80% of the total share capital of the company, it is necessary to reduce the shareholding ratio of the controlling shareholder by means of equity transfer or capital increase and share expansion (equity transfer is more convenient at this time).
When the enterprise is a Sino-foreign joint venture, we should pay attention to whether to change the nature of the Sino-foreign joint venture when setting the equity (the foreign equity shall not be less than 25%).
3. Introduce new sponsors.
If the existing shareholders of a limited company are less than two, or according to the needs of business development, capital or other aspects, new shareholders must be introduced before the reorganization, so as to increase the number of shareholders of a limited company to more than two. If enterprises consider establishing an incentive mechanism for executives and employees to hold shares, they can introduce it at this stage.
There are three ways to introduce new shareholders, namely, capital increase and share expansion, equity transfer or both. Capital increase and share expansion can bring certain funds to enterprises and increase the share capital of joint-stock companies. In addition, for business entrepreneurs, due to the change of a limited company into a joint-stock company, it may not accurately reflect the intrinsic value of the company (except the book). At this time, when increasing capital and shares, the entrepreneurial value of entrepreneurs can be partially reflected through the premium investment of new shareholders (for example). It should be noted that in the same capital increase and share expansion, all newly introduced shareholders must invest at the same price.
Equity transfer is a transaction between new and old shareholders of the company, which has nothing to do with the company. The equity transfer price can be determined by both parties through consultation. If it involves the transfer of non-state-owned assets, the transfer price can even be lower than the net asset value (which is conducive to giving full play to the enthusiasm of buyers); In addition, because the stock transfer can be carried out in stages, when introducing new shareholders, different transfer prices can be determined according to needs, which is more flexible. It should be noted that if the transferor is a state-owned enterprise or a state-controlled enterprise, the assets of the limited company must be audited and evaluated when transferring, and the transfer price shall not be lower than the evaluation value, and it must be approved by the state-owned assets management department.
It should be pointed out that:
1) Both capital increase and share expansion and equity transfer must be completed within the limited company; And only after the above actions are completed (after the change of industrial and commercial business license) can the limited company be audited, and the total net assets can be changed into joint-stock companies.
2) If possible, try not to use non-cash assets to increase capital, because the retrospective adjustment of previous performance will affect whether the performance can be continuously calculated.
3) Since the direct purpose of enterprise restructuring is to go public, it is necessary to pay attention to the scale of capital increase and share expansion or equity transfer. The change ratio of shareholders and senior managers should not be too high, otherwise it will affect the comparability of operating performance under the same management.
According to the regulations of the China Securities Regulatory Commission, in the last 36 months (the deficiency should be traced back to the original enterprise), 50% or more major changes in equity occurred for 65,438+02 months in a row, but it did not exceed 80% or 60% in a row, and it should be independently operated for at least one complete accounting year from the date of change before applying for listing. If the company changes its controlling shareholder, main business (sum of core business and related business) or more than two thirds of its management (including directors, supervisors, general manager or deputy general manager, financial controller, technical director and secretary of the board of directors) due to the aforementioned changes in equity, it shall operate independently for at least 24 months from the date of change before applying for listing.
In the last 36 months (the deficiency should be traced back to the original enterprise), if the above-mentioned assets or rights and interests change more than 80% cumulatively within 12 months, or more than 60% at a time, it shall run independently for at least two complete accounting years from the date of change.
The proportion of major equity changes is calculated on the basis of the company's consolidated statements, which mainly refers to one of the following situations:
A. The proportion of the equity transferred after the transfer to the total share capital of the company;
B. Increase or decrease the proportion of share capital to the total share capital after the company changes; However, according to the regulations, the reserve fund is converted into share capital, or shares are distributed with undistributed profits, or shares are reduced in the same proportion.
4. When the nature of the sponsor's enterprise is state-owned.