The simplification of the capital increase process of foreign-funded enterprises can be summarized as: going through the formalities of approval certificate, business license, foreign exchange registration and foreign exchange change. 20% foreign exchange cash capital increase, and go through the capital verification procedures and submit the capital verification report to the industrial and commercial bureau.
Provisions of Company Law on Capital Increase of Foreign-invested Enterprises
The Company Law abolished the separate provisions for foreign-funded enterprises and incorporated them into the provisions for limited liability companies and joint stock limited companies.
Article 26 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital, and the rest shall be paid in full within two years from the date of establishment of the company. The company is composed of shareholders; Among them, the investment company can pay in full within five years.
Article 81 Where a joint stock limited company is established by means of sponsorship, the registered capital shall be the total share capital subscribed by all sponsors registered at the company registration authority. The initial contribution of all promoters of the company shall not be less than 20% of the registered capital, and the rest shall be paid in full within two years from the date of establishment of the company. Among them, the investment company can pay in full within five years. You can't bid to anyone before you pay in full.
What is the specific process of capital increase of foreign-funded enterprises?
The specific provisions on increasing the registered capital of foreign-invested enterprises shall be implemented in accordance with the Notice of the Ministry of Foreign Trade and Economic Cooperation and the State Administration for Industry and Commerce on Relevant Provisions and Procedures for Adjusting the Total Amount of Foreign Capital. Investment and registered capital of foreign-invested enterprises. Its main contents are as follows:
In any of the following circumstances, an enterprise may not adjust its registered capital: the adjusted registered capital does not conform to the provisions of relevant laws and regulations; The enterprise has economic disputes and has entered judicial or arbitration procedures; The joint venture contract stipulates that the foreign party can recover the investment first, and it has been recovered.
The specific procedures for an enterprise to increase its registered capital are as follows: the enterprise submits the resolution of the board of directors and the application signed by the chairman to the examination and approval authority; After receiving the above documents, the examination and approval authority shall agree or disagree in writing. With the approval of the examination and approval authority, an enterprise shall apply to the administrative department for industry and commerce for registration of change in accordance with the relevant provisions on registration of change.
1. Approval of Industrial and Commercial Bureau (establishment or capital increase)
2. Approval certificate of foreign-invested enterprise;
3. The Industrial and Commercial Bureau approves the articles of association;
4. The Industrial and Commercial Bureau obtains a temporary business license;
5, the foreign exchange bureau for foreign exchange business approval documents and foreign exchange registration certificate;
6. Open a capital account and deposit funds or materials to declare investment;
7. The accounting firm shall issue a capital verification report;
8. industrial and commercial registration.
Materials for capital increase of foreign-invested enterprises
1. Description of enterprises' capital increase to foreign-invested enterprises (original)
2. Resolution of the Board of Directors (original)
3. Resolution on amending the agreement or enterprise contract and articles of association (original)
4. Business license and approval certificate (copy)
5. Capital verification report (copy)
6, high-tech enterprise approval certificate (copy)
7. Other documents: approval document (photocopy), asset appraisal report (original), asset approval certificate or filing document, appraisal report (photocopy) and property right transaction certificate (photocopy) issued by property right transaction institution involving the transfer of state-owned assets.
Problems needing attention in capital increase of foreign-funded enterprises
(1) Matters needing attention in monetary capital investment
1. When opening a temporary bank account for capital investment, you should indicate "investment capital" in the column of "purpose/source of funds/abstract/remarks" in the bank document.
2. Each shareholder contributes capital according to the proportion of capital contribution, and provides the original collection list issued by the bank.
3. The investor must be the investor specified in the articles of association.
(II) Matters needing attention in kind and capital contribution
1. The physical objects used for investment are owned by the investors, and no guarantee or mortgage is provided.
2, for industrial property rights and non-patented technology, shareholders or promoters should have their ownership.
3. If the investor has the right to use the land, the shareholders or promoters have the right to use the land.
4. If intangible assets are invested at a fixed price, the investment proportion shall comply with the relevant provisions of the state. Intangible assets specified by the state are high-tech achievements, and their value exceeds 20% of the registered capital of the company, which shall be determined by the competent department of science and technology at or above the provincial level.
5. The tangible assets used for investment shall not exceed 50% of the registered capital of the company.
6. Evaluate the investment in physical or intangible assets and provide the evaluation report.
7. The articles of association shall provide for the transfer of the above-mentioned capital contribution, and handle the ownership transfer formalities in accordance with relevant regulations within six months after the establishment of the investment; And report to the company registration authority for the record.
(3) If the investor is a legal person,
For a wholly-owned legal person, its total foreign investment shall not exceed 50% of its net assets.
(4) When there are two investors, the shareholding ratio is 1% or more.