What is the process of foreign capital merger and acquisition of China enterprises?
What is the process of foreign capital merger and acquisition of China enterprises? 1. Find the M&A target, establish the M&A intention, and both parties will determine the M&A intention through negotiation; Hire consultants and make merger and acquisition plans; 2. Domestic enterprises hire consultants to conduct due diligence on overseas enterprises; Both parties sign an agreement, and both parties negotiate to determine the text of the foreign M&A contract; 3. Report to the Ministry of Commerce, and domestic companies report to the Ministry of Commerce for approval. 4. The Ministry of Commerce shall conduct the examination and approval within 30 days. If it meets the requirements, it shall have an approval certificate indicating that "foreign investors' equity acquisition of domestic companies is valid for 6 months from the date of issuance of business licenses". 5. The business license and foreign exchange registration certificate of a foreign-invested enterprise marked "valid within 8 months from the date of issuance" shall be issued after examination and approval by the registration authority and the foreign exchange management authority. 6. Within 6 months after the foreign exchange bureau has applied for and obtained the business license, the domestic company shall apply to the Ministry of Commerce and the foreign exchange bureau for approval and registration of overseas investment enterprises. 7. With the approval of the Ministry of Commerce, China enterprises will be issued with the Approval Certificate for Overseas Investment, and the renewal of the Approval Certificate for Foreign-invested Enterprises will be unmarked. 9. Apply for equity change, and apply to the tax authorities for equity change procedures. 10. Complete the equity change, and the domestic and foreign companies will complete the equity change procedures and complete the equity merger and acquisition within 6 months. Documents and materials to be submitted to the examination and approval department for foreign equity acquisition: 1. The shareholders of the acquired domestic limited liability company unanimously agree to the resolution of the foreign investor's equity acquisition, or the resolution of the shareholders' meeting of the acquired domestic limited liability company agrees to the foreign investor's equity acquisition; 2, merger and acquisition of domestic companies to change the establishment of foreign-invested enterprises in accordance with the law (entrusted intermediary agencies should have a power of attorney) and forwarding messages; 3. Contracts and articles of association of the foreign-invested enterprise established after the merger; 4. An agreement for foreign investors to purchase the equity of shareholders of domestic companies or subscribe for capital increase of domestic companies; 5. The financial audit report of the merged domestic company in the latest fiscal year; 6. The identity certificate, business certificate and credit certificate of the investor; 7. Notarization and authentication documents of qualifications and identity certificates of overseas investors; 8. Description of the enterprise invested by the merged domestic company; 9. Business license of the merged domestic company and its investment company (copy); 10, employee placement plan of the merged domestic company; 1 1. A separate agreement on the disposal of the creditor's rights and debts of the merged enterprise (if there is none, it is not required to be provided); 12. Description of M&A's market share; 13. Description of the relationship between the foreign investor and the acquired domestic company; 14. License documents of other government departments involved in the merger; 15, involving state-owned assets, should have the opinions of the state-owned assets management department; 16. Assets appraisal report of the merged domestic company; 17, power of attorney for the service of legal documents; 18. List of members of the board of directors, letter of appointment, identity certificate and resume; 19. List of members of the shareholders' meeting, letter of appointment, identity certificate and resume (not required if there is no shareholders' meeting or non-natural person shareholders); 20. Organization code certificate of the merged domestic company; 2 1. If the signature is authorized, a power of attorney shall be provided; 22, other documents required by the examination and approval authority. The process of foreign capital merger and acquisition of China enterprises is quite complicated. Without it, it is impossible to handle any process. If you want to handle related matters, you must first call the relevant departments to confirm, and then go to the relevant departments, so that we will reduce a lot of unnecessary troubles and be much faster.