How can a foreign funded enterprise be converted into a domestic funded enterprise, and can a foreig

Make equity transfers, so that the investors of this foreign-funded enterprise will change from foreign individuals or companies to Chinese individuals or companies. In this way, the company becomes a domestic enterprise.

To handle it through equity transfer, first go to the company's competent business department to submit materials, generally:

1) Enterprise application form (seal);

2) Original resolution of the shareholders' meeting or board of directors (signed by all the original directors);

3) The original equity transfer or change agreement signed by the transferor and the transferee and signed and approved by other shareholders (signed by the legal representatives of each party, indicating the assumption of creditor's rights and debts, see the attachment for specific requirements);

4) If the entrustment signature is involved, the original power of attorney shall be provided;

5) The original list of board members or executive directors and the letter of appointment of new board members or executive directors (signed and sealed by the appointed representative) after the change of equity of the enterprise;

6) A copy of the ID card or passport or residence certificate of the new board member, and if it is a domestic person, its resume (with the seal of the unit);

7) The list of shareholders' meeting members, power of attorney, identity certificate and resume after the change of equity of the enterprise (if there is no shareholders' meeting, it is not necessary to provide);

8) The business license of the equity transferee and the transferor (domestic enterprises need to be stamped with the official seal of the unit);

9) Capital verification report;

10) Audit report (within one year validity);

11) Original contract, articles of association and approval documents;

12) Approval documents for previous changes;

13) original and duplicate of the approval certificate (with annual inspection record) 2 originals;

14) A copy of the business license (stamped by the enterprise);

Note: The equity transfer agreement should include the following main contents:

(a) The name, domicile, name, position and nationality of the legal representative of the transferor and the transferee; (2) The share of the transferred equity and its **; (3) The term and method of delivery of the transferred equity, and the assumption of the original creditor's rights and debts; (4) the rights and obligations of the transferee in accordance with the enterprise contract and articles of association; (5) Liability for breach of contract; (6) Applicable law and dispute resolution; (vii) the production and termination of the agreement; (8) The time and place of the conclusion of the agreement.

After receiving the approval document of the commerce department and the cancellation notice of the approval certificate, you can go to the domestic capital window of the industry and commerce to go through the formalities.

Legal analysis: Yes, but the following conditions need to be met: 1. The foreign party of the foreign-invested enterprise transfers all its equity in the enterprise to a domestic-funded enterprise, economic organization or Chinese citizen.

2. After the change, it shall be registered as **** or shares in accordance with the "Company Law" and the "Regulations on the Administration of Company Registration". 3. If a foreign-invested enterprise is changed to a domestic share, the foreign party can also transfer part of the equity. After the transfer, the shares held by the foreign party should be less than 25% of the total share capital.

Legal basis: Company Law of the People's Republic of China Article 3 The company is an enterprise legal person, has independent legal person property, and enjoys the property rights of legal person. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

Article 31 of the Foreign Investment Law stipulates that the provisions of the Company Law, the Partnership Enterprise Law and other laws shall apply to the organizational form, structure and activities of foreign-invested enterprises.

Article 32 stipulates that foreign-invested enterprises carrying out production and business activities shall abide by the provisions of laws and administrative regulations on labor protection and social insurance, handle taxation, accounting, foreign exchange and other matters in accordance with laws, administrative regulations and relevant state regulations, and accept supervision and inspection carried out by the relevant competent departments in accordance with law.

1. Does a foreign-invested enterprise need to convene a general meeting of shareholders?

In China, if the nature of a foreign-invested enterprise is a share, a general meeting of shareholders is required. If it is a partnership, there is no need for a general meeting of shareholders. The provisions of the Company Law of the People's Republic of China and the Partnership Enterprise Law of the People's Republic of China shall apply to the organizational form, structure and activities of foreign-invested enterprises.

2. Is it necessary for the general meeting of shareholders of foreign-invested enterprises?

1) WFOE does not set up a shareholders' meeting;

2) For foreign-funded enterprises, the board of directors is the authority of the company, but the establishment of the shareholders' meeting can be determined by the company according to its own needs, and it may or may not be established.

Article 62 of the Company Law stipulates that a one-person limited liability company shall not have a shareholders' meeting. When shareholders make the decisions listed in the first paragraph of Article 38 of this Law, they shall be in written form and signed by the shareholders and placed in the company.

Article 51 A limited liability company with a small number of shareholders or a small scale may have one executive director and no board of directors. An executive director can also act as a company manager.

According to the "Implementation Opinions on Several Issues Concerning the Application of the Law on the Administration of Approval and Registration of Foreign-invested Companies", it is provided:

Article 3: The board of directors of a Sino-foreign joint venture or Sino-foreign cooperative limited liability company is the authority of the company, and its organizational structure shall be stipulated by the articles of association of the company in accordance with the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Cooperative Joint Ventures and the Company Law.

The organizational structure of a foreign-invested joint venture, a wholly foreign-owned limited liability company and a foreign-invested shareholding company shall comply with the provisions of the Company Law and the articles of association.

Article 62 of the Company Law stipulates that a one-person limited liability company shall not have a shareholders' meeting. When shareholders make the decisions listed in the first paragraph of Article 38 of this Law, they shall be in written form and signed by the shareholders and placed in the company.

For foreign-funded enterprises, the board of directors is the power organ of the company, but it does not necessarily have no shareholders' meeting, because the institutional setting of foreign-funded enterprises must also comply with the provisions of the Company Law, and can be established or not according to the needs of the company.

Legal Analysis: Domestic-funded enterprises can be converted into foreign-funded enterprises. It should be reminded that when applying for the establishment of a Sino-foreign joint venture, a Sino-foreign cooperative joint venture or a foreign-funded enterprise, it shall apply to the competent registration authority for the registration of the enterprise name before the examination and approval of the contract and articles of association.

Legal basis: Article 10 of the Regulations of the People's Republic of China on the Administration of Registration of Enterprise Legal Persons Article 10 Only one name is allowed for enterprise legal persons. The name of an enterprise legal person applying for registration shall be verified by the competent registration authority, and after approval of registration, it shall enjoy the exclusive right to use within the prescribed scope.

An application for the establishment of a Sino-foreign joint venture, a Sino-foreign cooperative joint venture or a foreign-funded enterprise shall apply to the competent registration authority for the registration of the enterprise name before the examination and approval of the contract and articles of association.

If it meets the requirements of a foreign-funded enterprise, it can be converted into a foreign-funded enterprise. Conditions for the conversion of a domestic-funded enterprise into a foreign-funded enterprise.

1. The amount of capital contributed by the foreign party shall reach more than 25 of the registered capital of the enterprise.

2. After the transformation, the retained Chinese investor is an enterprise legal person. When the retained Chinese investor is a natural person, its capital contribution to the original domestic-funded enterprise shall reach more than one year.

3. The business projects of the enterprise comply with the provisions on the field of foreign access. If it is a project restricted by the state, it shall obtain the approval of the provincial-level examination and approval authority. Procedures for converting a domestic-funded enterprise into a foreign-funded enterprise:

1. Domestic-funded enterprises shall be approved by the examination and approval authorities for conversion into foreign-funded enterprises, and shall apply to the original registration authority with the "Approval Certificate" and approval documents.

2. If the original registration authority examines the materials submitted by the enterprise and meets the requirements, it shall transfer the "Proposal Letter for Registration of Change of Enterprise Type" and the enterprise file to the foreign-funded enterprise registration agency within 5 working days.

3. Within 30 days from the date of approval by the examination and approval authority, the applicant shall go to the foreign-funded enterprise registration authority to change the registration with the materials issued by the original registration authority. After accepting the case, the foreign-invested enterprise registration body shall make a decision on approval or rejection within 5 working days. For the approved enterprises, they shall be handled according to the procedures for changing the registration, and the corresponding business license of the enterprise legal person shall be issued, and at the same time, the receipt of the Proposal Letter for the Change of Enterprise Type shall be transferred to the registration authority of the domestic enterprise, and the change registration materials shall be filed together with the original enterprise registration file; If it is rejected, the "Receipt of Proposal Letter for Change of Enterprise Type Registration" and the original enterprise registration file shall be returned to the domestic enterprise registration authority.

Materials to be submitted for the conversion of a domestic-funded enterprise into a foreign-funded enterprise.

1. Submit the following materials to the registration authority of domestic-funded enterprises:

1. Application for Change of Company Registration signed by the legal representative of the company;

2. Resolutions of shareholders' meetings and board of directors;

3. A copy of the "Approval Certificate" and the approval document issued by the examination and approval authority;

4. A copy of the equity transfer agreement signed by the transferor, the transferee and other investors;

5. Original and duplicate of business license;

6. Other materials stipulated by laws, regulations and rules.

2. Submit the following materials to the registration authority for foreign-invested enterprises:

1. Application for Alteration of Registration of Foreign-invested Enterprises signed by the legal representative of the company;

2. The resolution of the original shareholders' meeting to approve the equity transfer;

3. The original approval certificate and approval document;

4. The original equity transfer agreement signed by the transferor, the transferee and other investors;

5. Appointment documents of the board of directors, chairman, chairman and deputy general manager of the foreign-invested enterprise;

6. Proof of legal commencement of business of the investor;

7. Investor's credit certificate;

8. Contracts and articles of association of foreign-invested enterprises;

9. Other materials stipulated by laws, regulations and rules. According to the laws of our country, those who meet the conditions of foreign-funded enterprises can be converted into foreign-funded enterprises. Domestic-funded enterprises shall obtain the approval of the examination and approval authorities for the conversion of foreign-funded enterprises into foreign-funded enterprises, and foreign-funded enterprises need to reach a certain proportion of foreign shares.