Registration materials for foreign-invested enterprises
1. Application for registration of establishment of foreign-invested enterprises;
2. Articles of association of the foreign-invested enterprise;
3, the approval documents of the examination and approval authority and a copy of the "approval certificate for foreign-invested enterprises";
4. Legal qualification certificates of all investors;
5. Notice of pre-approval of enterprise name and list of investors whose names are pre-approved;
6. Letter of appointment (power of attorney);
7 enterprise secretary (contact) registration form;
8. The power of attorney for the service of legal documents and the copy of the subject qualification certificate or identity certificate of the licensee;
9. If the business scope involves pre-licensed projects, the approval documents of relevant examination and approval departments shall be submitted;
10. A joint stock limited company established by offering shall submit the approval documents of the securities administration department of the State Council;
1 1. A joint stock limited company established by offering shall submit the minutes or resolutions of the founding meeting (with resolutions of the board of directors and the board of supervisors attached).
Registration materials for Sino-foreign joint ventures
1. Application for registration of foreign-invested enterprises signed by the legal representative (original)
2, the enterprise name approval notice (original)
3. Contract and Articles of Association (original)
4. Copy of approval certificate (1 copy) (original)
5, the approval of the examination and approval department of the contract and articles of association (copy)
6, foreign investors' bank credit certificate (original)
7. Appointment documents of board members (original)
8. Signature of directors and general manager registration form (original)
9. Director's identity certificate (copy)
10, residence use certificate or lease agreement (original)
Registration process of foreign-funded companies
1. Notice of pre-approval of enterprise name;
2. Power of attorney;
3. Application for registration of establishment of foreign-invested enterprises (two originals);
4. Project application report (with an outline for future reference, the legal representative or agent shall sign the power of attorney);
5. Articles of Association (signed by the legal representative of the investor or the agent holding the power of attorney);
6. List of board members;
7. Letters of appointment of the legal representative and members of the board of directors (with copies of valid passports or identity documents of the legal representative and members of the board of directors);
8. Letter of appointment of the legal representative (if there is no board of directors, please attach a copy of the legal representative's valid passport or identity certificate);
9. Copy of the investor's legal business opening certificate, letter of proof from the legal representative (original) and copy of identity certificate; If the foreign investor is a natural person, it is required to provide a copy of the identity certificate, and the merchants in Taiwan Province Province are required to provide a copy of the Taiwanese certificate;
10. Credit certificate issued by the investor's bank;
1 1. The environmental protection department requires the applicant to apply to the Environmental Protection Bureau for approval in advance with the investment plan, site or land use certificate, power of attorney and application, but this approval cannot replace the environmental impact assessment report that the new company must complete after obtaining the business license (the new company asks a special assessment company to tailor it according to the project);
12. enterprise site implementation certificate or factory building lease contract (a copy of the lessor's property right certificate, business license and legal representative's identity certificate is required);
13. Other documents and certificates related to special trade licenses.
Tax treatment of equity transfer of foreign-invested enterprises
According to the Interim Provisions of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Income Tax Treatment of Restructuring Business of Foreign-invested Enterprises 1997, equity restructuring refers to: the amount or proportion of shares held by enterprise shareholders (investors) changes, including (1) equity transfer, that is, the enterprise shareholders transfer part or all of their shares to others; (2) Capital increase and share expansion, that is, enterprises raise shares from the society and issue shares, and new shareholders invest in shares or original shareholders increase capital and share expansion, thus increasing enterprise capital. The equity reorganization of an enterprise is the investment or transaction behavior of its shareholders, which belongs to the reorganization of the equity structure of the enterprise and does not affect the survival of the enterprise; Enterprises are not bound by liquidation procedures; After the equity reorganization, the creditor-debtor relationship of the enterprise continues to be effective.
Relevant tax matters involved in equity restructuring shall be handled in accordance with the following provisions:
(1) Disposal of proceeds from equity transfer
Enterprises with foreign investment and foreign enterprises shall calculate, pay or withhold income tax in accordance with the tax law, its implementing regulations and relevant provisions on the income obtained from the transfer of their equity or shares. Losses caused by the transfer of equity or shares by enterprises in China can be deducted from their taxable income in the current period.
The profit and loss of equity transfer refers to the difference between the equity transfer price and the cost price of equity.
Equity transfer price refers to the amount collected by the equity transferor in the form of cash, non-monetary assets or equity; If the controlled enterprise has undistributed profits or after-tax capital gains retained by shareholders, the equity transferor shall transfer the amount of shareholders' retained earnings right together with the equity transfer (not exceeding the amount actually belonging to the equity transferor on the book of the controlled enterprise), and the investment gains belonging to the equity transferor shall not be included in the equity transfer price.
The cost price of equity refers to the amount of capital actually delivered to the enterprise by shareholders (investors) when investing in equity, or the amount of equity transfer price actually paid to the original transferor when purchasing equity.
(B) the handling of stock issuance premium
When an enterprise issues shares, the premium part of the issue price is higher than the face value of the shares, which is the shareholders' equity of the enterprise and is not subject to income tax as operating profit; When the enterprise is liquidated, it is not included in the taxable liquidation income.
(3) The restrictions on reinvestment tax refund shall apply to the purchase of stocks with profits (dividends).
The preferential provisions of the tax law on reinvestment tax refund shall not apply to foreign investors who purchase shares of their own enterprises (including allotment) or shares of other enterprises from the profits (dividends) distributed by enterprises.
(four) the handling of tax matters related to enterprise equity restructuring.
The business activities of an enterprise before and after the equity reorganization should be treated as going concern. After the equity reorganization, if the enterprise is still a foreign-invested enterprise or the relevant tax laws and regulations of foreign-invested enterprises are still applicable according to relevant laws and regulations, the following tax treatment shall be carried out on its related matters:
1. An enterprise may not adjust the book value of assets, liabilities and shareholders' equity according to the value of assets and other items evaluated for realizing equity restructuring. Where an enterprise adjusts the book value of relevant assets according to the appraised price in accounting profit and loss accounting, and accordingly accrues depreciation or amortization, it shall merge the enterprise in accordance with Article 1 of these Provisions when calculating the taxable income in the reporting year? How to deal with asset evaluation? The method specified in paragraph should be adjusted.
2. The preferential tax treatment that an enterprise can enjoy in accordance with the tax law and its detailed rules for implementation and relevant provisions shall not be changed due to the equity restructuring. After the equity reorganization, the enterprise shall continue to enjoy the tax benefits that it has not enjoyed until the expiration, and shall not enjoy the relevant tax benefits again.
3. An enterprise's operating losses that have not been made up before the equity restructuring can be made up year by year after the equity restructuring within the remaining period of the loss recovery period stipulated in Article 1 1 of the tax law.
The above is the registration process of wholly foreign-owned enterprises provided by Bian Xiao. I hope I can help you.
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