Where Your China Business Starts, Company Registration Services in China since 1999.Your Path To China

Mergers & Acquistions in China

Last Updated: April 17, 2021

Information provided below will guide you to:

 

Documents Required & Registration Procedures of Mergers & Acquistions A business in China

Condition(s):

  • For the industries where Wholly Foreign Owned Enterprise (WFOE) is not permitted 100% own the business to operate in China by thepdfCatalog of Industries for the Guidance of Foreign Investment”, the M&A should not lead to the consequence of the foreign investor’s holding 100% of the equity of the business in China;
  • for the industries where it is required for a Chinese party to control or relatively control the shares, the Chinese party should still control or relatively control the shares of the business after M&A been done;
  • For the industries where foreign investors are prohibited from operation, no foreign investor could have M&A in this indurtry
  • For M&A usually there are 2 wasy of acquistion a business in China: Equity acquisition; Asset acquisition.

Documents Required for equity acquisition

  • Foreign Investor: 2x Certificate of Incorporations or Equivalent document certified by Chinese embassy or Chinese consulate overseas (2 original) [ SampleCHINA: UK , US, HK,AUS, RUS, SGP, GER, SWE, ISL etc. ] For individual investor: The passport copy of Investors need be certified by Chinese embassy or consulate.(2 original) Double check with us if individual investor is in China currently.
  • Investor: 2x original Bank Reference Letters from investor’s bank to declare a good standing [bank 34KB Sample ]
  • Articles of Association of the acquired Chinese company (Copy)
  • Business license of the acquired Chinese company (Copy)
  • All Share holders' ID card copy of the acquired Chinese company (Copy)
  • The latest annual audit report copy of the acquired Chinese company which provided by a local Certified Public Accountant (CPA)
  • Written report of assets evaluation by Local asset assessment institution (PTC will assistant this, the Chinese version of the sample report:CHINA433K Sample)
  • The proposal on the settlement of local employees after equity acquisition ;A (PTC will assistant this)
  • Board members' passport copy or I.D card copy of the proposed company in China, appointment letters and signed by all board members.
  • For equity acquisition: Board Resolution of the Chinese company on approval of equity acquisition by foreign investor. For assets acquisiton: Board Resolution of the Chinese company on approval of selling the assets.
  • For Chinese State-owned company, a letter of approval from local State-owned Assets Supervision and Administration Commission (SASAC) or equivalent authority is required.
  • Foreign investors, the acquired Chinese company, creditor etc. should settle an agreement on handling of credits and debts of acquired Chinese company (if applicable)
  • Due Diligence by Foreign Investor's lawyer (if applicable)
  • Written report of assets evaluation by Local asset assessment institution
  • Equity Transfer Arrangement agreement

 

Pre-registration of M&A in China:

  • Memorandum of Understanding (MOU) by Foreign Investor and the Chinese company
  • Due Diligence by Foreign Investor's lawyer (if applicable)
  • Written report of assets evaluation by Local asset assessment institution
  • Equity Transfer agreement by both parties

 

Procedures of Equity Acquisition after Pre-registration of M&A

Foreign investors are not allowed to directly submit the application documents of M&A application to the relevant authority in China. PTC could act as a sponsor to submit the applications as following:

 

  • Submit for Written report of assets evaluation by Local asset assessment institution
  • Prepare application forms of M&A a business.
  • Certificate of Approval by Ministry Of Commerce or Foreign Economical Cooperation Bureau
  • Apply for new Business License with SAIC
  • New Legal Representative stamp by Public Security Bureau (if applicable)
  • Registration and Approval with State Administration of Foreign Exchange (SAFE)
  • Consideration Payment. [Wiki: Definition]
  • Change of Organization Code License by Technical Supervision Bureau (TSB)
  • Change of Tax Certificate from local Tax Bureau
  • Change Information of Foreign Currency and RMB bank account (if applicable)

 

Procedures of Asset Acquisition after Pre-registration of M&A

Establishing a New WFOE to control over the acquired assets in China as soon as the written report of assets evaluation been approved.

  • Name registration with State Administration of Industry and Commerce (SAIC)
  • Certificate of Approval by Ministry Of Commerce or Foreign Economical Cooperation Bureau
  • Apply for Business License with SAIC
  • Chops made by Public Security Bureau (PSB)
  • Organization Code License by Technical Supervision Bureau (TSB)
  • Tax Certificate by Tax Bureau
  • Registration and Approval with State Administration of Foreign Exchange (SAFE)
  • Open Foreign Currency and RMB bank account
  • Inject Capital from investor’s overseas bank account
  • Capital Verification Report by Certified Public Accountant (CPA)
  • Applying for Permanent Business License with SAIC
  • Financial certificate Registration
  • Statistics license Registration

 

More information about Mergers & Acquisitions:

Contact Our Regional Partners in India (Mumbai, Delhi), Singapore, Malaysia (Kuala Lumpur), China (Beijing, Shenzhen, Guangzhou, Shanghai, Suzhou, Ningbo, Hangzhou or Hong Kong) for more details:


Office Hour: Monday- Friday 0930AM-1730PM China, Singapore & Malaysia:(GMT+8); India: (GMT+6)

Beijing & Northern China Office:
E-mail: gifty@pathtochina.com
5F, SK Tower, 6A Jianguomenwai Ave., Chaoyang District, Beijing 100022, China
Tel: (86-10) 5166.4212 GMT+8 (English and Mandarin)
Regional Manager: Ms. Gifty Jia [-Bio-]

Shanghai & Eastern China Office:
E-mail: info@pathtochina.com 1038 West Nanjing Road, Suite 2508, 25 Floor, Westgate Tower, Shanghai 200040, China [-MAP-]
Tel: (86-21) 5108.8535 (English and Mandarin)
Regional Manager: Ms. Wendy Wang [-Bio-]

Ningbo Office:
E-mail: info@pathtochina.com Suite 2925 South Tower, 1299 Yinxian Ave., Yinzhou, Ningbo 315040
Regional Consultant: Mr. Dean Dong [-Bio-]
Tel: (86 574) 8716.4655 GMT+8 (English and Mandarin)

Hangzhou Office:
E-mail: info@pathtochina.com No. 2, 1785 Jianghan Rd.(by Binsheng Rd.), Binjiang District, Hangzhou 310051, China
Regional Consultant: Ms. Lim
Tel: (86-21) 6218 9991 GMT+8 (English and Mandarin)

Shenzhen & Southern China Office
E-mail: info@pathtochina.com
6009 Yi Tian Road, Suite 2306, New World Tower, Shenzhen 518035

Hong Kong Office:
E-mail: info@pathtochina.com
Suite 1701, HeNan Building, 92 Jaffe Road, Wanchai, Hong Kong[-MAP-]
Tel: (852) 6877.8862 GMT+8 (English)
Regional Partner: Simon Lee

Guangzhou Office:
161 West Lin He Rd., 23F, Tower A, Center Plaza, Guangzhou, 510620
info@pathtochina.com

Singapore & ASEAN Office
E-mail: info@pathtochina.com
Tel: (65) 8459.8655 Address: 218 Orchard Road, 6F, Singapore, 238851

Kuala Lumpur & Malaysia Office
E-mail: info@pathtochina.com
1 Mont Kiara, Level 13A, Wisma Mont Kiara, No. 1 Jalan Kiara, Mont Kiara, 50480, Kuala Lumpur, Malaysia
Tel: 010.3738.398 (English, Mandarin, Malay)

newNew Delhi & India office:
E-mail: info@pathtochina.com
Ramdhan Tower, E-57, Sector-63, Noida

Mumbai
E-mail: info@pathtochina.com
Plot 175, Santacruz, East Mumbai
India Partner: Mr. Narendra Kumar

Rest of China: [Click for more details...]

Public Holidays in China: Jan. 1, Feb. 2-10, Apr.5-7, May 1, June 7-9, Sep. 13-15, October 1-7 Malaysia: Jan. 1, 21, Feb. 1, 5-6, May 1, 20, 22, June 5-6, August 12, Sep. 2, 9, 16, Oct. 28, Dec. 25 Singapore: Jan. 1, Feb. 5-6, May 1, 20, June 5, August 9-12, Oct. 27-28, Dec. 25


©1999-2021 PtC 22 years in Asia | Privacy Policy | Legal Warnings | Chinese GB Big5