The registration conditions of foreign-funded companies are quite different from those of companies registered abroad. There are many materials for registering a foreign-funded company in Chinese mainland, and the registration conditions are also harsh.
There are many conditions for the registration of a foreign-funded company, including shareholders, supervisors, directors, company name, business scope, registered capital, registered address, articles of association, legal representative, etc.
According to many years' experience in handling company registration for customers, the registration conditions for foreign-funded companies in the industrial and commercial registration service center are as follows:
1, shareholder of foreign-funded company
The shareholders of a wholly foreign-owned company may be foreign enterprises or foreign residents.
Shareholders of Sino-foreign joint ventures have special requirements for Chinese shareholders, that is, Chinese shareholders must be China companies rather than China residents.
When a foreign-funded company is registered, it needs to submit and verify the identity certificate of its shareholders. Foreign enterprises submit notarized legal business opening certificates, and foreign individuals submit notarized passports.
2. Supervisors of foreign-funded companies
If there is a board of supervisors, at least three supervisors are required. If there is no board of supervisors, there may be one supervisor.
The supervisor can be a foreigner or a resident of Chinese mainland. When registering a foreign-invested company, the identity certificate of the supervisor shall be submitted.
3. Directors of foreign-funded companies
After the establishment of a foreign-funded company, it may or may not have a board of directors. If there is no board of directors, an executive director is needed. The directors or executive directors of a foreign-funded company may employ mainland residents or appoint foreigners.
When registering a foreign-funded company, the directors are required to issue identification materials.
4. Registered capital of a foreign-funded company
The registered capital of a foreign-funded company registered in Chinese mainland needs to be paid in. The registered capital of a foreign-funded company can be based on the minimum registered capital requirements stipulated in the new People's Republic of China (PRC) Company Law and various industry regulations of foreign-funded companies. The minimum registered capital of an ordinary foreign-funded company is RMB 654.38+10,000, and the registered capital can be contributed by stages, with the initial contribution of not less than 20%, and the rest can be completed within two years.
Foreign investors need to transfer their registered capital into the foreign exchange account of the foreign-funded company, hire a professional accounting firm to verify the capital and issue a capital verification report.
5. Company name
When registering a foreign company, you must first approve the company name and submit multiple company names for name search. The rule of name search for registered companies is that in the same industry, company names cannot have the same name or the same pronunciation. If there are multiple font sizes, you need to open them for name search.
6. Scope of business
When registering a foreign company, the business scope must be clear, and the future business scope cannot exceed the company's business scope. Business scope 100 words, including punctuation.
China implements the examination and approval system for the registration of foreign-funded companies. Some industries, such as minerals and retail, are restricted by foreign investment and need to be approved by the Ministry of Commerce of China.
7. Registered address of the company
The registered address of the company must be the business office address, and the lease agreement, a copy of the real estate license and the lease invoice must be provided.
8. Articles of Association
When a company is established, it must submit its articles of association to the administrative department for industry and commerce. The company's articles of association define the company's name, business scope, proportion of shareholders and capital contribution, registered capital, rights and obligations of shareholders, directors and supervisors, etc.
9. Feasibility study report
When examining and approving a foreign-invested company, a feasibility study report shall be submitted.
10, financial personnel
When the company conducts tax registration, it needs to submit the information of financial personnel, including a copy of identity certificate, a copy of accounting employment certificate and photos.
1 1, legal representative
A foreign-funded company shall have a legal representative, who may be one of the shareholders or hired. The legal representatives of foreign-funded companies and Sino-foreign joint ventures may be China people or foreigners.
When registering a foreign-funded company, the identity certificate and photos of the legal representative shall be submitted.
In addition, when foreign-funded companies are involved in the examination and approval of special industries, the conditions for examination and approval of licenses in different industries are also different.
Registration process of foreign-funded companies 1. Notice of pre-approval of enterprise name;
2. Power of attorney;
3. Application for registration of the establishment of a foreign-capital enterprise (two originals);
4. Project application report (with an outline for future reference, the legal representative or agent shall sign the power of attorney);
5. Articles of Association (signed by the legal representative of the investor or the agent holding the power of attorney);
6. List of board members;
7. Letters of appointment of the legal representative and members of the board of directors (with copies of valid passports or identity documents of the legal representative and members of the board of directors);
8. Letter of appointment of the legal representative (if there is no board of directors, please attach a copy of the legal representative's valid passport or identity certificate);
9. Copy of the investor's legal business opening certificate, letter of proof from the legal representative (original) and copy of identity certificate; If the foreign investor is a natural person, it is required to provide a copy of the identity certificate, and the merchants in Taiwan Province Province are required to provide a copy of the Taiwanese certificate;
10. Credit certificate issued by the investor's bank;
1 1. The environmental protection department requires the applicant to apply to the Environmental Protection Bureau for approval in advance with the investment plan, site or land use certificate, power of attorney and application, but this approval cannot replace the environmental impact assessment report that the new company must complete after obtaining the business license (the new company asks a special assessment company to tailor it according to the project);
12. enterprise site implementation certificate or factory building lease contract (a copy of the lessor's property right certificate, business license and legal representative's identity certificate is required);
13. Other relevant documents and certificates related to pre-licensing industry license.
Are the liquidation provisions of the company law applicable to the liquidation of foreign-funded companies? 1. Whether the Liquidation Measures for Foreign-invested Enterprises promulgated by the former Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the Liquidation Measures) are still applicable.
Article 2 18 of the company law stipulates that this law shall apply to foreign-invested limited liability companies and joint stock limited companies; Where foreign investment laws provide otherwise, such provisions shall apply. ? Although the Liquidation Measures are illegal in nature and have many problems, some important contents of the Liquidation Measures will still be applicable for a period of time and within a certain scope because they are highly targeted and always play an important role in the liquidation process of foreign-invested enterprises, and the provisions on liquidation in the Company Law do not take into account the special requirements in the management of foreign investment.
2. Whether the liquidation organized by the court is a supplement to the general liquidation and special liquidation in the liquidation method.
In reality, due to various reasons, a large number of foreign-funded enterprises can not be liquidated in accordance with the ordinary liquidation or special liquidation procedures in the Measures, but at the same time there is no other alternative. Therefore, many foreign companies cannot or have no liquidation at all. Because the company law gives the company's creditors the right to request the people's court to organize liquidation, the shareholders of a foreign-capital enterprise can at least request the people's court to organize liquidation in the name of the company's creditors (in many cases, the company's shareholders are actually company creditors) in accordance with the provisions of the company law. It should be said that the liquidation organized by the people's court is not only a supplement to the liquidation form of foreign-funded enterprises, but also an important part of the withdrawal mechanism of foreign-funded enterprises.
3. Whether the special liquidation is the pre-procedure problem of applying to the people's court for organizing liquidation.
According to the provisions of the Liquidation Measures, if a company cannot be liquidated in accordance with ordinary procedures, it shall be liquidated in accordance with special liquidation procedures. However, due to many reasons, such as the foreign-funded authorities are too cautious, the administrative procedures are unclear or the shareholders of the company disagree, few foreign-funded enterprises are liquidated according to the special liquidation procedure, and the special liquidation can be said to be a grand decoration. Therefore, in order to solve the unreasonable procedural problems in reality and resolve the contradiction between shareholders and creditors as soon as possible, under the premise that the court has the right to organize liquidation, applying for special liquidation should not be the pre-procedure for applying to the people's court for organizing liquidation. At least, between applying for special liquidation and applying to the people's court for liquidation, the parties should be given the right to choose.
4. About the composition of the liquidation committee.
There are also conflicts between the Company Law and the Liquidation Measures in many aspects, such as the composition of the liquidation committee. Therefore, whether the liquidation measures or the relevant provisions of the company law are applied, the company or its shareholders should be given the corresponding choice from the perspective of resolving contradictions as soon as possible and reducing social costs.
5. What are the confirmation rules of liquidation plan and liquidation report?
According to Articles 186 and 188 of the Company Law, the liquidation plan and liquidation report of self-liquidation shall be submitted to the shareholders' meeting and the shareholders' meeting for confirmation, but according to what rules should the shareholders' meeting and the shareholders' meeting confirm, whether it is agreed by more than half, more than two thirds or unanimously? In this regard, Chapter 10 of the Company Law? Company settlement and liquidation? There is no clear definition.
We believe that the confirmation of liquidation plan and the liquidation report by the shareholders' meeting, shareholders' meeting or board of directors, the highest authority of foreign-invested enterprises, should be based on the Company Law, the Law on Foreign-funded Enterprises and the Articles of Association.
Article 43 of the Company Law stipulates? The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights. ? Article 103 stipulates? The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting. ?
Liquidation plan's confirmation and liquidation report does not belong to Article 43 and Article 103 of the Company Law? More than two thirds of the voting rights are passed? If there are no special provisions in the articles of association, for a limited liability company, only more than half of the voting rights held by all shareholders can be passed; For a joint stock limited company, it only needs more than half of the voting rights held by shareholders attending the shareholders' meeting.
Relevant provisions on the registration of foreign-funded companies:
1. Registration process of wholly foreign-owned enterprises
2. Registration conditions of foreign-funded companies
3.20 16 registration of foreign-funded companies
4.20 16 registration of foreign-funded companies
5.20 16 Registration Process and Fees of Foreign-funded Companies
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