2. The acquirer respectively signs equity transfer agreements with overseas shareholders, and applies 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.
Legal basis: People's Republic of China (PRC) Company Law.
Article 2 These Provisions shall apply to the merger or division of Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures with legal personality, foreign-invested enterprises and foreign-invested joint stock limited companies (hereinafter referred to as companies) established in China according to the laws of China.
The merger of the company with domestic-funded enterprises shall be handled with reference to relevant laws, regulations and these Provisions.
Article 3 The term "merger" as mentioned in these Provisions refers to the merger of two or more companies into one company through an agreement in accordance with the relevant provisions of the Company Law.
Company merger can take two forms: absorption merger and new merger.
Absorption and merger means that the company accepts other companies to join the company, and the recipient continues to exist and the joining party is dissolved.
A new merger refers to the merger of two or more companies to form a new company, and the parties to the merger are dissolved.