What should I do if a foreign invested enterprise withdraws its capital, and what should a sharehold

If you care about the company's business license, you will find that the registered capital column often says how many dollars (how many dollars), and the actual amount in parentheses represents how much capital or how much equipment the foreign shareholders have contributed. And these money and equipment, including profits from operations, liabilities, etc., constitute the assets of this WFOE. When the company is dissolved, all the domestic accounts must be settled before these assets can be returned to the hands of foreign investors.

How to calculate the employee's compensation? Article 44 of the Labor Contract Law of the People's Republic of China stipulates that "a labor contract shall be terminated under any of the following circumstances:

5) The employer's business license has been revoked, ordered to close down, or revoked, or the employer has decided to dissolve ahead of schedule; ......There are also clear rules on whether severance payments should be paid in such cases. Article 46 of the same law stipulates that: "Under any of the following circumstances, the employer shall pay economic compensation to the employee:

6) Termination of the labor contract in accordance with the provisions of Paragraphs 4 and 5 of Article 44 of this Law; ......Article 47 of the Law clearly states that "severance shall be paid to the employee at the rate of one month's salary for each full year of service in the employer." where it is more than six months but less than one year, it is calculated as one year; If it is less than six months, the worker shall be paid half a month's salary.

Among them, "monthly wage" refers to the average salary of the employee in the 12 months prior to the termination or termination of the labor contract. However, there are some restrictions on employees with high incomes: "If the monthly salary of a worker is three times higher than the average monthly wage of employees in the previous year announced by the people of the municipality directly under the Central Government or the city divided into districts where the employer is located, the standard of economic compensation shall be paid to him at the rate of three times the average monthly salary of the employee, and the maximum period of economic compensation shall not exceed 12 years."

Therefore, paying severance is a must for this WFOE. If the other party does not raise the matter, you should apply for arbitration before the liquidation of the company's assets is completed. Generally speaking, considering that there are various procedures for resignation, the company will inevitably mention the resignation to you in advance, and when you talk about it, you can ask the company for compensation.

You shouldn't transfer a check to the other party, which is more troublesome.

If you give a cash check to the other party, the accounting treatment is as follows.

Debit: Other receivables Shareholders.

Credit: Cash. Now you still use the transfer check to the other party, it is easy to hang the account, but how to repay the money in the future???

It is best to ask the other party to return the money to you by transfer or remittance, and then give them a cash check, and the accounting process is as follows:

Borrow: Other Receivables Consulting Firms.

Credit: Bank deposits.

Give it back to you. Borrow: Bank deposit.

Credit: Other Receivables Consulting firms.

Pay again. Debit: Other receivables Shareholders.

Credit: Cash. If you don't do this, your money will not be able to be put on the heads of your shareholders, but only on the heads of consulting companies, and you will never get this money back, which is wrong.

If it is hung on the heads of your shareholders, the shareholders will definitely reinvest in the future, and use the reinvested money to pay off the arrears, and slowly settle the accounts.

If you want to open an account again, you need to go to the bank to ask, the requirements of each bank are different, anyway, your bank will be very happy, take a copy of the business license, a copy of the basic account opening, and then take the seal that is ready to be reserved for the bank.

Downstairs, if you don't use this way, you will have problems in any other way, because the whereabouts of your money are not clear, now many companies are looking for financial companies and other third-party companies to register on behalf of enterprises, the funds are issued by a third party, and then withdrawn after registration, and then linked to the shareholder's loan, and the state does not stipulate that shareholders can not borrow from the enterprise, right? Besides, it is impossible for him to withdraw all the capital, and since any enterprise has invested, there must be some of the shareholders who will withdraw it, so you can't call it a withdrawal of capital.

The Company Law clearly stipulates that shareholders cannot withdraw funds at will, because once the shareholders fulfill their obligations to the company, they become the registered capital of the company.

The registered capital of the company cannot be withdrawn at will. The withdrawal of capital contribution by shareholders will constitute the crime of withdrawal of capital contribution.

However, shareholders can transfer out through normal channels or achieve the purpose of divestment through capital reduction: first, equity transfer; Shareholders can transfer their shares to other shareholders or third parties. If it is transferred to other shareholders, the transfer agreement can be entered into directly without the consent of the other shareholders; If the transfer to the third reputation is required, the consent of more than half of the other shareholders is required, and the other shareholders also enjoy the right of first refusal.

After signing the equity transfer agreement, in the administrative department for industry and commerce.

Handle the relevant equity transfer procedures and file for the record; the second is the company's capital reduction to repurchase equity; If the capital is withdrawn by way of capital reduction, a shareholders' meeting shall be convened, which shall be passed by the shareholders representing more than two-thirds of the voting rights, and a resolution of the shareholders' meeting shall be formed. After the completion of the capital reduction, the relevant capital reduction procedures should be handled at the administrative department for industry and commerce. Legal basis:

Company Law of the People's Republic of China.

Article 177 When a company needs to reduce its registered capital, it must prepare a balance sheet.

and a list of property.

The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor does not receive the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees. The withdrawal of shareholders of a foreign-owned enterprise depends on the form of withdrawal of foreign shares.

If you choose to withdraw by way of capital reduction, after obtaining the approval of the original foreign-funded enterprise, you need to make an announcement 1-3 times in accordance with the law within three months, and no creditors raise objections.

After going through the industrial and commercial change registration, they will directly make the paid-in capital.

foreign investment has been reduced; If the withdrawal is made by way of equity transfer, it shall be through the original foreign-invested enterprise.

Approved by the examination and approval department, the transferee is the original Chinese joint venture.

In accordance with the relevant approval documents and equity transfer agreements, on the one hand, the foreign capital may be reduced, and on the other hand, the equity ratio and paid-in capital of the original Chinese joint venture Xingheye may be increased. If the transfer is made to a third party, regardless of whether the transferee is a Chinese or a foreigner, it must obtain the approval of the original examination and approval department of the foreign-invested enterprise, and adjust or change the investor of the enterprise according to the proportion of the transferred equity.

If the withdrawal of foreign shareholders will not have much impact on the enterprise, you can cooperate with them to withdraw the investment, and if the impact is large, you should try your best to retain it.

If a foreign shareholder wants to withdraw his capital, you can try to show your sincerity, or find another shareholder as soon as possible during this time.

You can find their shareholders to ask why, why they want to divest, find the reason, the solution.

Summary. According to the provisions of the detailed rules for the implementation of the Law of the People's Republic of China on Foreign-funded Enterprises, if a foreign-funded enterprise wants to withdraw its capital and does not want to continue its operation, it shall submit an application for termination, submit it to the examination and approval authority for approval, and carry out liquidation.

Foreign-funded enterprises + investment failures for a long time can be withdrawn.

According to the provisions of the detailed rules for the implementation of China's foreign-funded enterprise law, if a foreign-funded enterprise wants to withdraw its capital and does not want to continue to operate, it should submit an application for termination, submit it to the examination and approval authority for approval, and carry out liquidation.

Article 70 of the Detailed Rules for the Implementation of the Law of the People's Republic of China on Foreign-funded Enterprises If a foreign-funded enterprise falls under any of the following circumstances, it shall be terminated by Zhaodousou: (1) the expiration of the business period; (2) The foreign investor decides to dissolve due to poor operation and serious losses; (3) Suffering serious losses due to force majeure such as natural disasters and wars, and being unable to continue operations; (4) bankruptcy; (5) Violating Chinese laws and regulations, endangering the public interest, and having their family history revoked in accordance with law; (6) Other reasons for dissolution as stipulated in the articles of association of the foreign-funded enterprise have appeared. If a foreign-funded enterprise falls under any of the circumstances listed in items (2), 3 and (4) of the preceding paragraph, it shall submit an application for termination on its own and submit it to the examination and approval authority for approval.

The date on which the approval authority makes the approval is the termination date of the enterprise. Article 71 Where a foreign-funded enterprise is terminated in accordance with the provisions of subparagraphs (1), (2), (3) and (6) of Article 70 of these Implementing Rules, it shall, within 15 days from the date of termination, make an announcement to the public and notify the creditors, and within 15 days from the date of issuance of the termination announcement, propose the liquidation procedures, principles and candidates for the liquidation committee, and submit them to the examination and approval authorities for examination and approval before liquidation.

1. Conditions for applying for capital reduction:

For a registered foreign-invested enterprise, the registered capital after the capital reduction shall not be less than the registered capital actually paid by Weizhi.

Enterprises with one of the following circumstances cannot adjust the registered capital: the adjusted amount of registered capital does not comply with relevant laws and regulations; The enterprise has economic disputes and has entered into judicial or arbitration procedures; The contract of the Sino-foreign cooperative joint venture stipulates that the foreign party can recover the investment first, and the investment has been completed.

1.The enterprise's request for capital reduction (original, required to be signed by the legal representative, clearly expressing that the enterprise has not entered any economic disputes that have entered judicial or arbitration proceedings, and should also explain the import situation of the enterprise within the total investment).

2.Resolution of the board of directors of the company (original).

3.Agreements or decisions on the amendment of the company's contract or articles of association (original).

4.Certificate of approval of the enterprise (copy).

5.Business license of the enterprise (copy).

6.High-tech enterprise approval certificate (copy).

7.Audit report (original, with balance sheet, list of assets, list of creditors).

8.Capital verification report (copy).

III. Procedures for Capital Reduction of Foreign-Invested Enterprises:

1.Acceptance, examination and approval, and preliminary approval;

2.The applicant shall first report the materials to the Bureau of Commerce, and after the preliminary consent of the Bureau of Commerce, publish the announcement of capital reduction in newspapers at or above the provincial level, and after 90 days from the date of the first announcement, the approval of the Bureau of Commerce for the preliminary approval of the capital reduction (copy, stamped with the official seal of the enterprise), the announcement of capital reduction (copy, stamped with the official seal of the enterprise) and the debt repayment or debt guarantee statement (original) shall be submitted to the Commerce Bureau, and the Commerce Bureau shall make a decision to approve or not approve or cancel the approval within 30 days from the date of receipt of the above documents;

3.The applicant enterprise holds the final approval (original) of the Commerce Bureau and the original enterprise approval certificate (original), receives the new enterprise approval certificate, and then goes to the Beijing Municipal Administration for Industry and Commerce to change the registration.

IV. Time Limit for Capital Reduction of Foreign-invested Enterprises:

The submitted materials are complete, and the preliminary review will be completed within 5 working days.

5. Precautions:

The procedures for deregistration of foreign-invested enterprises are as follows:

1) Resolution of the shareholders' meeting and the board of directors on terminating the enterprise and liquidating the enterprise, and at the same time, the board of directors appoints the members of the liquidation committee and establishes the liquidation committee;

2) The resolution of the shareholding meeting of the liquidation committee, the resolution of the board of directors and the liquidation application report shall be submitted to the first authority that originally approved the establishment of the enterprise. If the competent authority approves the application, it shall issue a reply document, and the date of approval by the ** authority shall be the date of commencement of liquidation;

3) The liquidation committee entrusts the accounting firm to perform the audit of the accounting statements as of the liquidation commencement date and issue the audit report;

4) Within 60 days from the date of establishment of the liquidation committee, publish the liquidation announcement in the provincial newspaper at least three times. The first liquidation announcement shall be published within 10 days from the date of establishment of the liquidation committee. Within 90 days from the date of the first announcement, the creditors of the enterprise shall declare their claims to the liquidation committee;

5) During the liquidation period, the liquidation committee shall dispose of the assets of the enterprise, deal with the creditor's rights and debts of the enterprise, and carry out liquidation accounting in accordance with the requirements of liquidation accounting;

6) During the liquidation period, the liquidation committee shall make national and local tax declarations on schedule;

7) On the liquidation completion date, the liquidation committee shall prepare the "Liquidation Balance Sheet", "Liquidation Profit and Loss Statement", "Debt Settlement Statement", "Property Distribution Statement" and "Explanation of Liquidation Matters", entrust the accounting firm to perform the audit of the accounting statements on the liquidation completion date, and issue the audit report;

8) Go through the tax cancellation procedures. With the above-mentioned statements, audit reports and cancellation application forms, the liquidation committee shall apply for the cancellation of the tax (national and local taxation) notes. According to the actual situation of the enterprise, the tax authorities shall decide whether to conduct on-the-spot inspection of the accounting data of the enterprise.

After paying the tax payable, the enterprise obtains the tax payment certificate and the cancellation certificate of the tax registration certificate issued by the tax authorities;

9) Handle the cancellation procedures of financial and statistical registration certificates;

10) Cancellation of bank deposit account;

11) Surrender and cancel the business license and official seal of the enterprise, and go through the industrial and commercial cancellation procedures;

12) The "Approval Certificate" shall be returned to the first organ established by the original approved enterprise.

Company Law of the People's Republic of China Article 186 After liquidating the company's property and compiling the balance sheet and property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation.

The company's property is distributed according to the proportion of shareholders' capital contributions, and the shares are distributed according to the proportion of shares held by shareholders.

During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation. The company's property shall not be distributed to shareholders until it is repaid in accordance with the provisions of the preceding paragraph. Nuclear mountain cherry blossoms.