What kind of enterprises can carry out equity restructuring 5

Equity restructuring is the reform of equity division.

The so-called equity division refers to the listing and circulation of part of the shares of a listed company, and the other part is temporarily not listed and circulated. The problem of equity division is due to the institutional defects formed by the lack of reform and the limitations of system design in the early stage of the establishment of China's first market. The equity division causes the equity structure of listed companies to be extremely unreasonable and non-standardized, which is manifested as:

The equity of a listed company is artificially split into two parts: non-tradable shares and tradable shares, with shareholders of non-tradable shares holding a relatively high proportion of shares, about two-thirds, and usually in a controlling position. As a result, there are serious defects in the governance structure of listed companies with different rights of the same shares, which are prone to occur"One force dominates", even"Dominance"The legitimate rights and interests of shareholders of tradable shares, especially small and medium-sized shareholders, have been harmed.

"Equity division" is a capital market reform method proposed in accordance with the "Several Opinions on Promoting the Reform, Opening-up and Stable Development of the Capital Market". The "Opinions" pointed out that the issue of equity division should be actively and prudently resolved. Regulate the transfer of non-tradable shares of listed companies to prevent the loss of state-owned assets.

Steadily solve the problem of the circulation of shares that cannot be listed and tradable among the shares of listed companies at present. In resolving this problem, it is necessary to respect the laws of the market, which is conducive to the stability and development of the market, and earnestly protects the legitimate rights and interests of investors, especially public investors.

The way of restructuring of the company is limited to shares:

1. Formulate restructuring objectives, development directions and business plans;

2. Carry out audit and evaluation of the assets to be restructured;

3. Apply for the establishment of the company to the authorized department or the provincial people, and obtain the approval of the establishment of the company;

4. Handle the registration procedures for relevant matters.

[Legal basis].Article 9 of the Company Law of the People's Republic of China.

If a limited liability company is changed to a share, it shall meet the conditions for the share of the company as stipulated in this law. The change of shares into a limited liability company shall meet the conditions of a limited liability company as stipulated in this law.

If a limited liability company is changed to a share, or the shares are changed to a limited liability company, the creditor's rights and debts before the change of the company shall be inherited by the company after the change.

Clause. 1. Formulate a plan for enterprise restructuring and form an effective resolution of the shareholders' meeting;

Clause. 2. Liquidation of assets and verification of capital;

Clause. 3. Define the property rights of enterprises;

Clause. 4. Asset valuation;

Clause. 5. Financial audit;

Clause. 6. Subscribed capital contributions;

Clause. 7. Application for registration.

1. The restructuring process of collective-owned enterprises.

The definition of property rights and the disposal of state-owned assets mainly refers to the division and determination of the ownership of Chinese state-owned assets existing in collective-owned enterprises by the state in accordance with the law, and clarifies the scope of property and management authority of the state as the owner to exercise rights over these state-owned assets. 2. Establish the restructuring plan of the enterprise, and the enterprise restructuring can choose a variety of types of restructuring according to the actual situation, such as changing to the joint-stock cooperative system, the first joint-stock company, etc. 3. Conduct asset appraisal; 4. Establishing a charter; 5. Report to relevant departments for review; 6. Capital contribution and capital verification; 7. Establish a corporate governance structure; 8. Convene the founding meeting of the company; 9. Registration.

2. What are the requirements for registering a matchmaking company?

The establishment of a limited liability company needs to meet the following conditions: first, it is necessary to have less than 50 shareholders to contribute to the establishment; second, the shareholders jointly formulated the company's articles of association; Third, there is a capital contribution subscribed by all shareholders in accordance with the provisions of the company's articles of association; Fourth, there is a company name, and an organizational structure that complies with the law is established; Fifth, there is a company domicile.

3. What are the ways for limited partners to make capital contributions?

Limited partners can contribute capital in the following ways:

1.Contributions in currency.

2.Contributions in kind.

3.Funded by intellectual property.

4.Contribute capital in the form of land use rights or other property rights.

However, limited partners are not allowed to contribute capital with labor services. The name of the limited partner and the amount of capital contribution subscribed shall be clearly stated in the registration of the limited partnership.

Article 9 of the Company Law stipulates that if a limited liability company is changed to a share, or a share is changed to a limited liability company, the creditor's rights and debts before the change of the company shall be inherited by the company after the change.