How to restructure a collective owned enterprise?

In accordance with the principle of "who invests belongs to whom, and who invests who earns", the attribution system is divided and restructured.

1. China's collective enterprises, that is, enterprises under the collective ownership of the socialist working masses, are public ownership of the means of production jointly owned by some working people. It achieves the equality of laborers in the possession of the means of production within a collective scope.

2. People's equality in the ownership of the means of production is confined to a collective economy and cannot be extended to the whole society, and this is a salient feature that distinguishes the collective ownership economy from the economy owned by the whole people.

3. When a collective enterprise is restructured, it shall, on the basis of clearing assets and verifying capital, divide ownership and define property rights in accordance with the principle of "whoever invests belongs to whomever owns it, and whoever invests earns it." According to this principle, it can be carried out according to the following methods:

1. The property rights of all the owner's rights and interests formed by the state investment and its investment income shall belong to the state.

2. The property rights and interests of the owners formed by the investment and investment income of the collective economic organization shall belong to the collective economic organization.

3. The property rights and interests of the owners formed by the investment and investment income of the community economic organizations shall be collectively owned by the community economic organizations.

4. The property rights of the owner's rights and interests formed by the investment and investment income of other legal persons shall be owned by the legal person who invested.

5. The owner's rights and interests formed by the personal investment of employees and their investment income can be clarified that the property rights of the investment subject belong to the individual employees; It is difficult to clarify that the property rights of the investment entity are collectively owned by the employees of the enterprise.

6. The property rights of the owners of the collective welfare facilities purchased and built by the enterprise with the Community Chest shall be collectively owned by the workers of the enterprise.

7. The property rights of the unclear owner's rights and interests of the investor and the owner's rights and interests formed by receiving free subsidies and donations shall be owned by the collective of laborers.

8. The preferential treatment enjoyed by the enterprise in accordance with national laws, regulations and national policies, including the owner's rights and interests formed by pre-tax loan repayment and various tax reductions and exemptions, shall be owned by the original investors of the enterprise (or collectively owned by the employees of the enterprise) unless expressly agreed in advance as investment.

9. The preferential treatment enjoyed by the enterprise in accordance with the provisions of the local government or the original competent department, including the owner's rights and interests formed by pre-tax loan repayment and various tax reductions and exemptions, shall be owned by the original investors of the enterprise (or collectively owned by the workers of the enterprise) unless expressly agreed in advance as investment.

10. Scientific and technological achievements, patents, trademarks and other intangible assets developed by enterprise organizations. After the restructuring, its property rights are collectively owned by the workers of the enterprise.

The main steps for enterprise restructuring are as follows:

definition of property rights and disposal of state-owned assets;

Establish a restructuring plan for the enterprise;

Conduct asset valuations;

Constitution; Report to the relevant departments for review;

Capital contribution and capital verification;

Establish a corporate governance structure;

Convening the founding meeting of the company;

Registration. The definition of property rights mainly refers to the division and determination by the state in accordance with the law of the ownership of Chinese state-owned assets existing in collective-owned enterprises, and the clarification of the property scope and management authority of the state as the owner to exercise rights over these state-owned assets. The ownership of state-owned assets defined in collective enterprises belongs to the state, and enterprises have legal person property rights over them.

Except in the case of statutory circumstances such as the transfer of property rights, collective enterprises may continue to use them, and the state shall not withdraw state-owned assets. For those defined as state-owned assets, they are usually disposed of by the enterprise in various ways, such as paying royalties for continued use, paying asset occupation fees, leasing and operating, transferring for compensation, and buying shares as a value.

Enterprise restructuring can choose a variety of types of restructuring according to the actual situation, such as changing to joint-stock cooperative system, ****, joint-stock company, etc. Taking the restructuring into a limited liability company as an example, it is first necessary to determine the overall reorganization plan of the enterprise.

The overall reorganization plan may be formulated by the enterprise itself, or it may entrust a special consulting agency to undertake the design of the overall reorganization plan.

The main elements of the restructuring programme include:

the name of the restructured enterprise;

The person in charge, the list of members of the board of directors and the board of supervisors of the company to be established;

"Asset Appraisal Report" of the original enterprise assets and property rights, intangible assets appraisal, land use right appraisal, property rights definition report;

Asset restructuring plan: state-owned equity conversion plan, foreign investment equity, employee stock ownership plan, total equity structure plan;

Vesting of the separated part after asset restructuring: non-operating asset divestiture plan, employee arrangement plan;

Other issues that need to be clarified;

Necessary requirements for the establishment of a new company, articles of association, capital verification report, tax registration, tax verification, etc.;

Draft management documents of the newly established company, the company's operation and production development plan, the description of the appointment of senior management personnel and the notice of appointment and dismissal;

Notice of the establishment, staffing and appointment and dismissal of the financial department;

Financial accounting management system, labor and personnel management, and wage management system.

1. Belongs. 2. Collectively-owned enterprises refer to economic organizations in which some laboring masses collectively own the ownership of the means of production, work together and distribute according to work. 3. Private enterprises refer to profit-making economic organizations whose assets are privately owned and employ more than 8 employees.

4. Mixed-ownership enterprises refer to enterprises whose assets are composed of different ownership components.

Article 14 of the Regulations on Urban Collective-Owned Enterprises shall be subject to the approval of the examination and approval departments stipulated by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government. Where laws and regulations have special provisions on the examination and approval departments for the establishment of collective enterprises, follow those provisions. Collective enterprises shall engage in production and business activities within the scope of business approved and registered.

1. Belongs. 2. Collectively-owned enterprises refer to economic organizations in which part of the working masses collectively own the ownership of the means of production, work together and distribute according to work. 3. Private enterprises refer to for-profit economic organizations whose assets are privately owned and employ more than 8 people.

4. Mixed-ownership enterprises refer to enterprises whose assets are composed of different ownership components.

The procedures for restructuring the collective ownership system are as follows: 1. Formulate a restructuring plan; 2. The approval of the superior sponsor or the competent department agreeing to the restructuring; 3. Definition of property rights; 4. Overall asset appraisal (including limb lead chain liabilities); 5. Asset confirmation: If state-owned assets are involved, the state-owned assets management department shall confirm them; If collective assets are involved, it shall be confirmed by the staff (representative) congress; 6. Name pre-approval; 7. Prepare application materials and report to the Municipal Bureau of Industry and Commerce, the Municipal System Reform Office, and the Municipal Finance Bureau; 8. Report to the market for approval; 9. Deposit monetary contributions into a designated special account for capital verification; 10. Convene the founding meeting; 11. Fill in the industrial and commercial restructuring registration form documents; 12. Report to the restructuring registration authority for registration; 13. Obtain the "Business License of Enterprise Legal Person", etc.

First, the front. 1. The property rights of all the owner's rights and interests formed by the state investment and its investment income shall belong to the state.

2. The property rights and interests of the owners formed by the investment and investment income of the collective economic organization shall belong to the collective economic organization.

3. The property rights and interests of the owners formed by the investment and investment income of the community economic organizations shall be collectively owned by the community economic organizations.

4. The property rights of the owner's rights and interests formed by the investment and investment income of other legal persons shall be owned by the legal person who invested.

5. The owner's rights and interests formed by the personal investment of employees and their investment income can be clarified that the property rights of the investment subject belong to the individual employees;

2. Analyze the details.

Collective enterprises, that is, enterprises under the collective ownership of the socialist working masses, are public ownership of the means of production jointly owned by some working people. When a collective enterprise is restructured, it shall, on the basis of clearing assets and verifying capital, divide ownership and define property rights in accordance with the principle of ownership by whom invests and who makes profits.

3. What is the way to restructure collectively-owned enterprises?

1. For large-scale collective enterprises, property rights can be clarified through asset verification and asset appraisal according to the actual situation of having a large number of state-owned assets and a large proportion of enterprise assets. Convert part or all of the assets of state-owned shares into state-owned shares, and part or all of the collective assets of enterprises into collective shares of employees, and form a joint-stock company or limited liability company;

2. For medium-sized collective enterprises, part or all of the state-owned assets and collective assets of the enterprise shall be given to the employees of the enterprise, and the joint-stock cooperative company shall be reorganized into a joint-stock cooperative company composed of the state's share assets, the collective share assets of the employees of the enterprise and the individual shares of the employees of the enterprise.

Legal analysis: if the enterprise is restructured into a state-controlled enterprise, the enterprise shall continue to perform the labor contract signed between the enterprise and the employees retained before the restructuring; The working years of the retained employees in the enterprise before the restructuring shall be combined to calculate the working years in the enterprise after the restructuring; The original enterprise shall not pay severance to the employees who continue to be employed. Those that have been restructured into non-state-owned enterprises should handle the labor relations between the restructured enterprises and their workers in strict accordance with the relevant laws, regulations, and policies.

Employees who terminate their labor contracts during the restructuring of the enterprise and no longer continue to be retained shall be paid severance payments. Units holding state-owned property rights of enterprises shall not compel their employees to use economic compensation and other expenses for investment in the restructured enterprise or lend it to the restructured enterprise (including the investors of the restructured enterprise).

Legal basis

Labor Contract Law of the People's Republic of China Article 41 Under any of the following circumstances, the employer shall pay economic compensation to the employee:

1) The worker terminates the labor contract in accordance with the provisions of Article 38 of this Law;

2) The employer proposes to terminate the labor contract to the employee in accordance with the provisions of Article 36 of this Law and terminates the labor contract through consultation with the employee;

3) The employer terminates the labor contract in accordance with the provisions of Article 40 of this Law;

4) The employer terminates the labor contract in accordance with the provisions of the first paragraph of Article 41 of this Law;

5) Terminating a fixed-term labor contract in accordance with the provisions of Paragraph 1 of Article 44 of this Law, except in the case where the employer maintains or improves the agreed conditions of the labor contract and the employee does not agree to renew the labor contract;

6) Termination of the labor contract in accordance with the provisions of Paragraphs 4 and 5 of Article 44 of this Law;

Article 47 Economic compensation shall be paid to the worker according to the number of years he or she has worked in the unit and one month's salary for each full year. 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.

7) Other circumstances provided for by laws and administrative regulations.