Specific procedures for restructuring an enterprise owned by the whole people into a limited company:
1, scheme formulation
The plan can be formulated by the state-owned property rights holding unit of the restructured enterprise, or by the intermediary agency or restructured enterprise entrusted by it (except for enterprises that transfer state-owned property rights to enterprise managers and state-owned shareholding enterprises).
2. Scheme approval
(1) The scheme shall be decided or approved according to law, and shall not be implemented without approval.
(two) involving finance, labor security, social public management, changing the state-owned holding position and other matters. Special approval procedures are required according to law.
3. Assets and capital verification
Verify and define state-owned capital and its rights and interests
4. Financial audit
The property owner employs an accounting firm to conduct financial audit.
5. Asset appraisal
It must be evaluated in accordance with the Measures for the Administration of State-owned Assets Evaluation.
6. Obtain the consent of the creditor financial institution.
The restructuring should obtain the consent of the creditor's financial institution to preserve the financial creditor's rights; Enterprises with outstanding financial debts shall not be restructured.
7. The workers' congress agreed
(1) The enterprise restructuring plan needs to be submitted to the workers' congress for deliberation and listen to the opinions of the workers;
(2) The employee placement plan must be examined and approved by the employee congress before implementation.
8. Lawyers issue legal opinions.
Before approving the reorganization plan, the legal adviser of the unit that approved the reorganization plan or the law firm that the unit decided to hire must issue a legal opinion on the reorganization plan.
9. Implementation and follow-up work of the reorganization plan.
According to the reorganization plan, the new company name is approved or registered for change; Make up the registered capital gap and verify the capital; Approve the new Articles of Association, elect directors and supervisors, and appoint managers; Company registration and tax registration; State-owned property rights, land, housing property rights and other related ownership registration and qualification change registration; Improve the continuity of labor relations and social security relations, the inheritance of creditor's rights and debts, business contracts and other aftermath matters that need to be changed or handled before and after the reform.
Extended data
According to the Notice of the General Office of the State Council on Forwarding the Opinions of the State-owned Assets Supervision and Administration Commission of the State Council on Regulating the Restructuring of State-owned Enterprises, we hereby put forward the following opinions on further standardizing the restructuring of state-owned enterprises:
1, carefully formulate the enterprise restructuring plan. The main contents of the reform plan should include: the purpose and necessity of the reform, the assets, business, equity setting, product development and technological transformation of the reformed enterprise, etc. The specific form of reorganization; The corporate governance structure formed after reorganization; The implementation of the enterprise's creditor's rights and debts; Employee placement plan; The operating procedures of intermediary institutions such as restructuring, financial auditing and asset evaluation and the choice of property rights trading market.
2. The reorganization plan must clearly preserve financial creditor's rights, implement financial debts according to law, and obtain the consent of creditors of financial institutions. Units that examine and approve the reorganization plan (including people's governments at all levels, state-owned assets supervision and administration institutions at all levels and their funded enterprises, departments other than state-owned assets supervision and administration institutions at all levels and authorized units, the same below) should carefully examine and prevent enterprises from using reorganization to evade financial debts, and refuse to approve the reorganization plan that fails to preserve financial claims and implement financial debts according to law.
3. Where the enterprise restructuring involves the transfer of state-owned property rights of enterprises, it shall be strictly implemented in accordance with the relevant national laws and regulations, the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises (Order No.3 of the State-owned Assets Supervision and Administration Commission and the Ministry of Finance), and the Notice on Printing and Distributing the Interim Provisions on the Administration of the Transfer of State-owned Property Rights of Enterprises (No.78 [2005] of the State-owned Assets Supervision and Administration Commission) and related supporting documents.
4. Enterprises that intend to restructure through capital increase and share expansion shall disclose information on enterprise restructuring and investors through the property rights trading market, the media or the Internet, and select the best investors; Under special circumstances, with the approval of the state-owned assets supervision and administration institution, investors can be selected by providing information to a number of potential investors with relevant qualifications. If the enterprise restructuring involves public offering of shares, it shall be implemented in accordance with the Securities Law of People's Republic of China (PRC) and other relevant laws and regulations.
5, enterprise restructuring must issue a legal opinion on the restructuring plan. The legal opinion shall be issued by the legal adviser of the unit that examines and approves the reorganization plan or the law firm that the unit decides to hire. If it is planned to be restructured into a state-controlled enterprise and the employees (including management) do not hold the equity of the enterprise, the unit that examines and approves the restructuring plan may authorize the enterprise legal adviser to issue it.
6. The restructuring plan of state-owned enterprises shall comply with the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises (Article 378 of the State Council Order) and the relevant provisions of the State-owned Assets Supervision and Administration Commission of the State Council to perform the decision or approval procedures, otherwise the restructuring shall not be implemented. If the restructuring of state-owned enterprises involves matters such as finance and labor security, it must be reported to the relevant departments of the people's government at the same level for approval in advance, and then reported to the state-owned assets supervision and administration institution for coordination and approval;
7, involving the government social public * * * management of examination and approval, in accordance with the relevant laws and regulations of the state, reported to the relevant government departments for examination and approval; Enterprises funded by state-owned assets supervision and administration institutions are restructured into non-state-owned enterprises (enterprises without state-owned shares and shares), and the restructuring plan must be reported to the people's government at the same level for approval.
8. Units that examine and approve the restructuring plan must establish relevant examination and approval procedures, authority and responsibility systems in accordance with the principle of unity of rights, obligations and responsibilities.
9. The unit that examines and approves the restructuring plan must establish a file management system for important information such as the examination and approval of the restructuring plan, asset verification, asset evaluation, entry transaction, pricing, transfer price, implementation of creditor's rights, and employee resettlement plan, and the holders of state-owned property rights of the restructured enterprises should properly keep relevant information.
Notice of Baidu Encyclopedia-the State Council General Office Forwarding SASAC's Implementation Opinions on Further Standardizing the Restructuring of State-owned Enterprises