Generally speaking, an enterprise refers to a legal person or other social and economic organization that uses various production factors to provide goods or services to the market for profit, and implements independent operation, self-financing and independent accounting. The following is the content of the enterprise due diligence report I compiled. Welcome to read!
First, the subject qualification of the respondents (distinguish between domestic and foreign-funded enterprises)
1. business license (annual inspection) According to the current laws and regulations on foreign investment, the proportion of foreign investors' contribution to the registered capital of Sino-foreign joint ventures and Sino-foreign cooperative foreign-invested enterprises is generally not less than 25%. Unless otherwise stipulated by laws and administrative regulations, foreign investors whose capital contribution ratio is less than 25% shall be examined and registered in accordance with the existing procedures for examination and approval and registration of foreign-invested enterprises. If it is approved, send a notice? The proportion of foreign investment is less than 25%? Approval certificate of foreign-invested enterprise; If registered, it will be in? Enterprise type? After raising? The proportion of foreign investment is less than 25%? Business license of foreign-invested enterprise.
2. Approval certificate of foreign-invested enterprises
3, according to the provisions of the approval documents to engage in specific industries. The project proposal and feasibility study report of foreign-invested advertising enterprises shall be examined and approved by the State Administration for Industry and Commerce and its authorized provincial administration for industry and commerce. The contracts and articles of association of foreign-invested advertising enterprises shall be examined and approved by the Ministry of Commerce and its authorized provincial commerce authorities.
4. Investment agreements and contracts
5. Shareholders and their capital contributions in the Articles of Association: The total amount of shares contributed by high-tech achievements may exceed 20% of the registered capital of the company, but shall not exceed 35%.
6. Equity and changes in equity
Changes in the equity of enterprise investors shall comply with the relevant laws and regulations of China, and shall be approved by the examination and approval authority and registered by the registration authority according to these provisions. The equity change without the approval of the examination and approval authority is invalid.
7. Capital verification report
Two. Assets, liabilities and owners' equity
1, house
List, ownership certificate, certificate of other rights, and the way to obtain the house; If there are projects under construction, explain the construction situation and provide the approval documents obtained; Whether there is mortgage, seizure, lease, etc.
2. Land
List, certificate of land use right, and ways for enterprises to acquire land (allocation, transfer, transfer or lease); Whether there is mortgage, seizure, lease, etc.
3. Machines and equipment
List, mortgage, seizure, lease, etc. Is there any equipment under customs supervision? Certificate of deregulation of imported goods reduced or exempted by foreign-invested enterprises
4. Intangible assets
(1) trademark
Whether the trademark registration certificate is pledged, sealed up or traded, etc.
(2) Patents
Whether there is a patent certificate, whether it is pledged, sealed up or traded, and whether it pays an annual fee.
(3) Copyright
Provide relevant registration certificates, whether it is pledge, seizure or transaction.
5. Creditor's rights
List, guarantee or not, limitation of action, execution ability.
6. Debt
Keywords list, guarantee or not, limitation of action,
Three. Main contract
Provide relevant text, whether it is fulfilled or not, and whether there is guarantee.
Four. Litigation and administrative punishment.
Including litigation, arbitration, and whether there are administrative penalties.
Verb (short for verb) insurance
Whether vehicles, houses and other major assets have been insured.
Sixth, employees
Whether to sign a labor contract, whether to pay social insurance, whether there is a labor dispute, etc.
Seven. taxation
Provide tax registration certificate to find out whether the investigated object enjoys preferential tax policies, whether the investigated object has tax arrears and whether it has been punished by the tax authorities.
Eight, environmental protection
Whether the pollutant discharge enterprise applies for declaration and registration; If there are any projects under construction, whether they have been approved by the environmental protection department.
Nine. foreign exchange
If the object of investigation is a foreign-funded enterprise, find out whether it has obtained a foreign exchange registration certificate.
X. finance
If the object of investigation is a foreign-funded enterprise, find out whether it has obtained a financial registration certificate.
The above is the main content of due diligence. According to the requirements of the principal, other matters that the principal considers important can be investigated.
;