(1) What kind of business license;
There are two licenses for asset management. Financial/non-financial, financial license is a special financial license to engage in securities, trust and other businesses, so I won't go into details. owner
The license for non-financial assets, the license for the disposal of non-performing assets, and the participation of private asset management companies in the purchase and disposal of non-performing assets do not require the approval of the CBRC.
In other words, it is not necessary to get the relevant qualifications and approval, but more to meet the relevant regulatory requirements of investment companies. In practice, the company that doesn't buy well can be any company.
Industry entities and consulting companies can purchase and dispose of non-performing assets. There are legal entities that meet the requirements of industrial and commercial laws and regulations, and there are not many suitable obstacles.
Obstruct Because China has certain requirements for foreign capital supervision, there will be more procedures for foreign capital to set up asset management companies.
(2) What business scope;
The disposal of non-performing assets can be clearly written in the business scope, and other project investments such as debt collection and investment can also be added; Asset management and investment
Asset management, enterprise management and entrusted asset management; And other business scope, subject to the approval of the Industrial and Commercial Bureau.
2. What documents are needed for the disposal of non-performing assets?
Article 1 These Guidelines are formulated in accordance with the Banking Supervision Law of the People's Republic of China, the Law of People's Republic of China (PRC) Commercial Bank and the Regulations on Financial Asset Management Companies in order to standardize the disposal of financial non-performing assets, clarify the due diligence requirements for the disposal of financial non-performing assets, prevent moral hazard and promote the improvement of asset disposal efficiency.
Article 2 These Guidelines shall apply to policy banks, commercial banks (hereinafter referred to as banking financial institutions) and financial asset management companies established in People's Republic of China (PRC). Other financial institutions approved by the China Banking Regulatory Commission may refer to the implementation.
Article 3 The term "non-performing financial assets, non-performing financial assets disposal and non-performing financial assets personnel" as mentioned in these Guidelines refers to:
(1) Non-performing financial assets refer to non-performing credit assets and non-credit assets such as non-performing creditor's rights, equity and physical assets formed in the operation of banking financial institutions and financial asset management companies.
(2) Disposal of non-performing financial assets refers to the activities of banking financial institutions and financial asset management companies in conducting preliminary investigations on non-performing financial assets, selecting asset disposal methods, pricing assets, formulating, reviewing, approving and implementing asset disposal plans. The relevant provisions of these Guidelines also apply to the divestiture (transfer), acquisition and management of assets related to the disposal of non-performing financial assets.
(3) Staff members of non-performing financial assets refer to the relevant personnel of banking financial institutions and financial asset management companies involved in the divestiture (transfer), acquisition, management and disposal of non-performing financial assets.
Article 4 Banking financial institutions and financial asset management companies shall abide by laws, regulations, rules and policies when disposing of non-performing financial assets, and follow the principles of openness, fairness, impartiality, competition and merit-based, and strive to maximize the present value of net recovery.
Article 5 Banking financial institutions and financial asset management companies shall establish comprehensive and standardized rules and regulations on the disposal of non-performing financial assets, improve the decision-making mechanism and operational procedures, and clarify the requirements for due diligence. Regularly or when relevant laws, regulations, rules and policies change, review and revise the rules and regulations on the disposal of non-performing financial assets.
Article 6 Banking financial institutions and financial asset management companies shall take effective measures to ensure that the staff of non-performing financial assets are familiar with and master the laws, regulations, rules and policies related to the disposal of non-performing financial assets and the relevant provisions of these Guidelines.
Article 7 If the staff of non-performing financial assets have direct or indirect interests with the stripping (transfer) party, debtor, guarantor, shareholding enterprise, asset transferee (trustee) and entrusted intermediary, or are found to be directly responsible for the formation of non-performing financial assets, they shall withdraw from the disposal of non-performing financial assets.
The staff of non-performing financial assets shall not engage in asset evaluation at the same time (pricing shall be included in asset disposal and related approval).
Article 8 Banking financial institutions and financial asset management companies shall establish a due diligence accountability system for the disposal of non-performing financial assets, stipulate the responsibilities of relevant units, departments and posts in the process of divestiture (transfer), acquisition, management and disposal of non-performing financial assets, identify the responsibilities for violating relevant laws, regulations, policies and these Guidelines, and deal with the responsible persons according to regulations.
Third, the method
1, litigation recovery
Judicial litigation is the last barrier for financial asset management companies to safeguard national financial claims, and it is also the most commonly used means of debt collection in economic activities. Some enterprises have difficulties in operation, but it does not mean that they have lost all their repayment ability. Some rely on their own operating income and have a certain source of debt repayment. However, some enterprises ignore credit, use various excuses to delay repayment, and use various means to evade debts. By suing for debt collection, it can not only strengthen the debtor's performance, but also avoid the complicated examination and approval procedures that state-owned institutions need to perform when disposing of non-performing assets.
2. Asset reorganization
Asset restructuring includes debt restructuring, enterprise restructuring, asset conversion and merger and reorganization, in which debt restructuring includes debt repayment, debt extension, asset replacement, commercial debt-to-equity swap, discount realization and agreement transfer. Its essence is debt restructuring of debt enterprises, some extend the repayment period, some make new arrangements on interest rates, some may make discounts on interest receivable, and some may also make appropriate discounts on principal. Reorganizing the debtor's assets and debts is a widely used way for asset management companies to dispose of non-performing assets.
3. Debt-to-equity swap
Debt-to-equity swap refers to the creditor's rights of a bank to an asset management company, which is independently evaluated by the asset management company and approved by the relevant state departments, and converted into the equity of the asset management company to the enterprise, and the asset management company holds shares by stages and manages its shares.
4. Diversified sales
(1) public auction
Public auction, also known as public bidding, is a kind of buying and selling method and trading activity that transfers specific goods or property rights to the highest bidder through a special intermediary agency in the form of public bidding. Non-performing assets are disposed of by public auction, with high market transparency, which conforms to the market trading rules of openness, justice, fairness and integrity and embodies the principle of marketization. It is the most widely used way for banks and asset management companies to dispose of mortgage assets. This disposal method is mainly suitable for non-performing assets with high subject value, large market demand and strong versatility, such as land, real estate, machinery and equipment, vehicles and materials.
(2) Transfer by agreement
Agreement transfer refers to the way to determine the transfer price of non-performing assets through negotiation between the two parties after public inquiry in the market and multi-channel search for buyers, especially when more than two bidders cannot be found. Mainly applicable to: the target market demand is seriously insufficient, there are few suitable buyers, there are no competitors, and it is impossible to compare and choose.
(3) Bidding transfer
Tender transfer refers to the disposal method that investors open bids and evaluate bids by sealed bidding at the agreed time by publicizing the transfer information and bidding rules to the public, and choose the transferee with the highest bid and little risk of cash recovery. Specifically, there are two kinds of public bidding and inviting bidding. This disposal method is suitable for potential customers who find at least three investors after public inquiry through certain channels, but the subject matter is of great value, poor universality and limited bidding strength in the market.
(4) Bidding transfer
Bidding transfer refers to publicly releasing the transfer information through certain channels, determining the reserve price according to the bidder's intended quotation, paying a certain amount of deposit, and submitting the bidding documents and bank draft to the transferor at the agreed time and place, which will be publicly unsealed by the transferor, and determining the disposal method of the transferee according to the principle of the highest bidder. This disposal method is suitable for the disposal of assets with poor market demand, few bidders, poor auction effect or inability to auction according to law, and is not suitable for the transfer and sale of various assets, including creditor's rights, equity, debt-paying physical assets, etc.
(5) Packaging and disposal
Packaging disposal is a way to combine a certain number of assets such as creditor's rights, equity and physical objects according to specific standards (such as regions, industries, groups, etc.) to form an asset package with certain characteristics, and then dispose of the asset package through debt restructuring, transfer, bidding, auction and replacement. Suitable for assets with great difficulty and long disposal cycle. Packaging disposal is divided into two categories: one is debt restructuring packaging disposal. The second is open market packaging and disposal.
(6) Subcontracting
Subcontracting means that a financial asset management company entrusts part of its assets to a contractor in the form of signing a subcontract, and the contractor is responsible for operating or recovering debts on its behalf. The number of non-performing assets received by financial asset management companies is huge, and non-performing loan customers are scattered all over the country. Financial asset management companies have limited manpower, so it is difficult to dispose of all non-performing assets in time. In order to reduce the disposal cost and speed up the disposal of non-performing assets, financial asset management companies need to rely on the power of society to implement the rapid and effective disposal of non-performing assets through outsourcing.
5. Asset replacement
Asset replacement refers to the exchange of intangible or tangible assets, or the exchange of creditor's rights with physical assets and equity on the basis of assets evaluation through legal evaluation procedures by two market entities for their own business needs. At present, asset replacement mostly occurs between listed companies and non-listed companies. Non-listed companies achieve the purpose of indirect listing through asset replacement with listed companies, and realize their own development through the continuous financing channels owned by listed companies.
Step 6 rent
Lease means that under the premise of unchanged ownership, the lessor gives the lessee the possession, control and use of the leased property in the form of a contract according to certain conditions and deadlines, and the lessee pays the rent to the lessor. When the lease is terminated, the lessee will return the property to the lessor intact. The ultimate goal of financial asset management companies to dispose of non-performing assets is to recover cash, but in the actual disposal process, some non-cash assets, including production factors such as machinery and equipment, will often be recovered, and enterprise ownership problems will also occur.
7. Bankruptcy settlement
Bankruptcy liquidation refers to the liquidation received by the financial asset management company in the order of liquidation after the debtor goes bankrupt according to law and liquidates and sells the debtor's assets. Enterprise bankruptcy is the inevitable product of market economy. Some enterprises are insolvent and unable to pay due debts because of poor management or unable to meet the needs of industrial structure and product structure adjustment, and there is no hope for enterprises to continue to operate. The bankruptcy of such enterprises is conducive to improving the efficiency of resource allocation in the whole society. However, for financial asset management companies, bankruptcy settlement is a last resort.
The establishment of the company needs the careful guidance of every partner, because it is the performance and achievement of everyone's wisdom. The above is a compilation of Bian Xiao Legal Express. I believe that after reading it, you can know more clearly what to pay attention to when registering a non-performing asset disposal company. If you have any other legal questions, please consult the legal express network, and we will have professional lawyers to help you.