What is the difference between wholly foreign-owned enterprises and foreign enterprises?

The difference between a wholly foreign-owned enterprise and a foreign enterprise:

Foreign enterprises include, Sino-foreign joint venture, Sino-foreign cooperative operation, Wholly foreign-owned

Legal system for foreign-invested enterprises

(one)Establishment of foreign-invested enterprises

1.Conditions for establishing foreign-invested enterprises

According to the provisions of the "Foreign-Invested Enterprise Law" and its implementation rules, Establish a foreign-funded enterprise, It must be beneficial to the development of China's national economy., can achieve significant economic benefits. The state encourages foreign-invested enterprises to adopt advanced technology and equipment, Engage in new product development, Achieve product upgrades, Save energy and raw materials, and encourage foreign-invested enterprises that conduct product exports.

2.Legal procedures for establishing foreign-invested enterprises

(1)Apply. Foreign investors should first submit a report to the people's government at or above the county level where the foreign-invested enterprise is located., After the people's government receiving the report signs its opinions,, Foreign investors shall apply to the approval authority through the people's government at or above the county level where the foreign-invested enterprise is located..

(2)Approval by the approval authority. The examination and approval authority shall decide whether to approve or disapprove within 90 days from the date of receipt of the application documents.. The approval authority refers to the Ministry of Commerce or the provincial commerce department..

(3)Apply for industrial and commercial registration. Foreign investors shall apply to the industrial and commercial administration authorities for registration within 30 days from the date of receipt of the approval certificate., Get a business license. The date of issuance of the business license of a foreign enterprise shall be the date of establishment of the enterprise. Foreign investors fail to apply for registration with the industrial and commercial administration authorities within 30 days from the date of receipt of the approval certificate, Foreign-invested enterprise approval certificate automatically expires. Foreign-invested enterprises must apply for tax registration with the tax authorities within 30 days from the date of establishment of the enterprise..

Split-up of foreign-invested enterprises, Significant changes in capital due to mergers or other reasons, Must be approved by the approval authority, And a Chinese certified public accountant should be hired to verify and issue a capital verification report.;After approval by the examination and approval authority, Complete the change registration procedures with the industrial and commercial administration authorities.

(two)Registered capital and total investment of foreign-funded enterprises

The registered capital and total investment of foreign-funded enterprises shall be governed by the relevant provisions of Sino-foreign joint ventures..

Foreign-funded enterprises shall not reduce their registered capital during their operating period, However, due to changes in total investment and production and operation scale,, It is really necessary to reduce the registered capital, Must be approved by the approval authority. Increase in registered capital of foreign-funded enterprises, transfer, Must be approved by the approval authority, and go through the change registration procedures with the industrial and commercial administration authorities. Foreign-funded enterprises mortgage their property or equity to external parties, transfer, Must be approved by the approval authority, and file it with the industrial and commercial administration authorities.

(three)Organizational form and organizational structure of foreign-funded enterprises

1.Organizational form of foreign-invested enterprises

According to the provisions of the "Foreign-Invested Enterprise Law" and its implementation rules, The organizational form of a foreign-invested enterprise is a limited liability company, Other forms of liability are also possible upon approval. Foreign-invested enterprises are limited liability companies, The liability of foreign investors to an enterprise is limited to the amount of capital they have subscribed.;Foreign-invested enterprises with other forms of liability, The responsibilities of foreign investors towards enterprises shall be governed by Chinese laws and regulations..

2.Organizational structure of foreign-invested enterprises

The organizational structure of foreign-invested enterprises can be determined by foreign investors according to the different business contents of the enterprise., Business scale, Set your own business methods. in accordance with international practice, The authority to establish a foreign-invested enterprise should follow the principle of unifying capital ownership rights with enterprise control rights., That is, the high-power bodies of foreign-funded enterprises are composed of capital holders.

Foreign-funded enterprises should establish a board of directors and elect a chairman according to their organizational form, At the same time, file with the approval authority. The chairman is the legal representative of the enterprise.

(Four)Term of foreign-invested enterprises, Termination and liquidation

1.Term of foreign-invested enterprises

According to the provisions of the "Foreign-Invested Enterprise Law" and its implementation rules, The operating period of foreign-invested enterprises, According to the specific conditions of different industries and enterprises, Submit and prepare an application form for establishing a foreign-invested enterprise by foreign investors, Approved by the approval authority. The operating period of foreign-invested enterprises, Calculated from the date of issuance of its business license.

Foreign-funded enterprises need to extend their operating period after expiration, An application for extending the operating period must be submitted to the approval authority 180 days before the expiration of the operating period., The approval authority shall decide whether to approve or disapprove within 30 days from the date of receipt of the application.. Foreign-funded enterprises that have been approved to extend their operating period, It should be within 30 days from the date of receipt of the document approving the extension of time limit., Complete the change registration procedures with the industrial and commercial administration authorities.

2.Termination of foreign-invested enterprise

According to the provisions of the "Foreign-Invested Enterprise Law" and its implementation rules, A foreign-invested enterprise has any of the following circumstances:, should be terminated: (1)Expiration of operating period;(2)Poor management, serious losses, Foreign investors decide to dissolve;(3)due to natural disaster, Suffering serious losses due to force majeure such as war, Unable to continue operating;(4)Bankruptcy;(5)Violate Chinese laws, regulations, Endangered social and public interests and was revoked according to law.;(6)Other reasons for dissolution stipulated in the articles of association of foreign-invested enterprises have emerged.

If a foreign-invested enterprise has the above-mentioned(2), (3), (4)The circumstances listed in the item, You must submit your own application for termination, Submit to the approval authority for approval, The date of approval by the examination and approval authority shall be the termination date of the enterprise.

3.Liquidation of foreign-invested enterprises

When a foreign-invested enterprise declares its termination, Should be liquidated. Except for the bankruptcy or cancellation of liquidation of an enterprise, liquidation shall be carried out in accordance with the relevant laws and regulations of China., The liquidation of a foreign-funded enterprise shall be initiated by the foreign-funded enterprise., Principles and Liquidation Committee Candidates, Submit to the approval authority for review and liquidation.

before the liquidation is over, Foreign investors are not allowed to remit or take the company's funds out of the country, Do not handle company property by yourself. The liquidation of foreign-invested enterprises is completed, The excess of its net assets or remaining property over its registered capital shall be deemed as profit., Income tax must be paid in accordance with Chinese tax laws. at the same time, Deregistration procedures should be completed with the industrial and commercial administration authorities, Surrender and cancel business license.