First, the first thing to pay attention to.
1.How to choose shareholders?
Proportion of foreign investment, date of registration, main business, financial statements, bank flow, income**, income-related contracts, shareholder-related enterprises,
2.How to conduct due diligence for an acquisition?
Business divestiture, employee severance, ledger consolidation, contract consolidation, receivables and payables clearance, bank flow and business ledger matching, 、...
3.How is the acquisition negotiated?
Non-concessionary positions, payments and binding terms, protection of the company's own legal terms 、......
4.How is the acquisition tax-advantaged?
Tax base calculation, tax liquidation, tax payment, tax payment, tax refund protection for purchase failure,
5.How to report to the China Banking and Insurance Regulatory Commission?
Writing documents, providing information, supplementing information, explaining collection deficiencies, adjusting collection plans, 、...
6.How do executives choose?
Executive selection, exam registration, coaching conversations, writing industry awareness articles, 、......
7.How will it operate in the future?
Second, the specific acquisition process.
Sign Agreement: Sign the service agreement.
Meet and match: Arrange for buyers and sellers to meet and match. There was no problem in the negotiations, and the buyer and seller signed an agreement of intent to acquire;
Due diligence: The acquirer enters the market to conduct a due diligence investigation on the transferor's company;
Formal agreement: The new and old shareholders formally sign the equity transfer agreement;
Equity change: Confirm that there is no problem to initiate the change of industry and commerce, taxation, banking, and social security;
CIRC Change: The IA stipulates changes in shareholders, place of registration, senior management, etc.;
Data Transfer: Transfer all materials from the company.
1.Check if the company has debts.
2.The most basic thing that needs our attention in the transfer of the company is not through the transferor but the undertaker, the undertaker must first consider the company's account management issues when acquiring as an enterprise company, find a qualified bookkeeping specialist, carefully check their company's accounts, and see if there are potential debts for the development of the transferred company.
Check the company's previous operations.
4.Whether the company was legally operated before the transfer, whether there were illegal and criminal acts in the course of operation, and whether there were bad records in the archives of the Industrial and Commercial Bureau.
5.Whether the annual inspection system can be attended on time every year.
6.The annual inspection is an important means for the State Administration for Industry and Commerce to check whether the enterprise is operating legally, and it is an important means to carry out the inspection every year, so that the enterprise will be recorded, and the reputation of the enterprise will decline, but it will also be punished.
7.View the company's audit report.
8.Is the company a pre-registered company, and is the company's registered capital in place?Whether there is a phenomenon of evasion of funds, whether the company's accounts are legal, etc. , all in order to avoid unnecessary troubles in the acquisition of the company.
3. Equity transfer generally needs to be analyzed through the following working procedures:
1.If the shares are transferred to a third party other than the shareholder, the shareholder who transferred the shares shall submit an application to the board of directors of the company, and the board of directors shall submit the application to the board of directors for discussion and votingIf the shares are transferred between shareholders, there is no need to be approved by a general meeting of shareholders. It only needs to be notified to the company and other shareholders.
2.The two parties signed an equity transfer agreement to clarify the amount, procedures, rights and obligations of both parties, making it an effective legal document that restricts and regulates the behavior of both parties. The equity transfer contract shall comply with the general provisions of the Contract Law.
3. In the process of transferring equity management, all assets of China's state-owned banks are involved, in order to prevent the loss of state-owned financial assets, according to the provisions of Article 3 of the "No Way to Risk Assessment of State-owned Capital Assets" issued by the People's Republic of China, such as the auction and transfer of state-owned assets, enterprises can merge, etc., should be analyzed and assessed for asset quality. The ** level of equity transfer generally cannot be lower than the value of the net assets contained in the equity.
4.For the transfer of shares in Sino-foreign joint ventures and Sino-foreign cooperative limited liability companies, the relevant provisions of the current Law on Sino-Foreign Equity Joint Ventures and the Law on Sino-Foreign Cooperative Joint Ventures require the consent of the competent authorities at the higher level of the Chinese shareholders and shall be submitted to the original examination and approval authority for approval before the transfer.
5.The capital contribution certificate of the original shareholder shall be withdrawn, issued to the new shareholder, the registration of the change of the company's register of shareholders, the cancellation of the original register of shareholders, the name, domicile and amount of capital contribution transferred by the new shareholder shall be recorded in the register of shareholders, and the articles of association of the company shall be amended accordingly. However, as a proof that the company has fulfilled its capital contribution obligations and enjoys equity, the capital contribution certificate is only a proof that the shareholders are unfavorable to the company, and it is not enough to produce a publicity effect.
6. The newly revised articles of association of the company, the change of shareholders and their capital contributions can be studied to the relevant departments of industrial and commercial administrative resources management. At this point, the limited liability insurance company has completed the legal procedure of equity transfer.
Tips: Due to the high cost of insurance**, many bosses must have arrears, and it is best to deal with the arrears before the company is transferred, otherwise it will be difficult to transfer out.
Due to the high requirements for the establishment of insurance companies and large investments, more capitalists are more willing to take over this second-hand insurance company, but the procedures are also more troublesome. After all, the state is relatively strict in the management of this area, and it is not so easy for you to really change it. Therefore, it is necessary to entrust a professional organization.