Essential knowledge and legal practices for establishing and operating companies in China

목차 (Table of Contents)

• CONTENTS
• Part I. Establishment of a Company
• 1 An Overview of Business Entities in the Market = 3
• 2 An Analysis of Differences Between the Foreign Investment
• Law and the “Sino-Foreign Joint Venture Enterprise Law” = 9
• 3 Comparison Between Companies and Partnerships = 15
• 4 Understanding and Application of Dual (Multi) GP Private
• Equity = 21
• 5 Comparison Between a Limited Liability Company
• and a Joint Stock Limited Company = 29
• 6 Special Provisions on a One-Person Limited Liability
• Company = 35
• 7 General Requirements and Procedures for the Establishment
• of a Company = 39
• 8 Rules for Naming a Company = 43
• 9 Rules and Practices for Foreign-Invested Enterprises to Be
• Named with “(China)” = 47
• 10 Difference and Connection Between a Company’s Name
• and Its Trademark = 51
• 11 Considerations on Choosing a Registered Address = 55
• 12 Handling of Inconsistencies Between the Registered Address
• and the Actual Business Address = 59
• 13 Advantages of Choosing to Register at a Centralized
• Registration Site = 63
• 14 Difference Between the Paid-in System and Subscription
• System for a Company’s Registered Capital = 67
• 15 What Are the Forms of Capital Contribution Made
• by Shareholders? = 71
• 16 Notes to Non-monetary Capital Contribution-Capital
• Contribution with Land Use Rights = 75
• 17 Notes to Nonmonetary Capital Contribution-Capital
• with Contribution to Equities = 79
• 18 Notes to Non-monetary Capital Contribution-Capital
• Contribution with Machinery Equipment = 83
• 19 Notes to Non-monetary Capital Contribution-Capital
• Contribution with Creditor’s Rights = 85
• 20 Notes to Non-monetary Capital Contribution-Capital
• Contribution with Intangible Assets = 89
• 21 How Will the Selection of the Currency of Registered Capital
• Affect the Enterprise? = 93
• 22 Differences Between Three Common Stock Ownership
• Platform Models = 101
• 23 Employees’ Sale of Stock in the Limited Partnership Stock
• Ownership Platform = 107
• 24 How to Determine the Business Scope of an Enterprise? = 115
• 25 A Brief Analysis on the Negative List for Market Access (2018) = 129
• 26 A Brief Analysis of the Catalogue for the Guidance
• of Foreign Investment Industries (2017 Revision) = 135
• 27 Considerations on the Formulation of Articles of Association = 161
• 28 Importance of Employee Handbook to the Company = 165
• 29 Importance of Personnel Management Manual
• for a Company = 169
• 30 Personal Information Processing : Companies Should Pay
• Attention to These Practical Points = 173
• 31 Concept and Functions of Total Amount of Investment
• of Foreign-Invested Enterprises = 179
• 32 Interpretation of the Recordation System of Foreign-Invested
• Enterprises = 183
• 33 “One Single Form and One-Stop Services” Simplifies
• the Handling Procedures for Foreign-Invested Enterprises = 187
• 34 Six Must-dos for Enterprises from Overseas and Taiwan
• in the Face of Foreign Investment Industries (2017 Revision) = 189
• 35 An Analysis of the Implementation Regulations
• for the Foreign Investment Law and Supreme Court Legal
• Interpretations = 205
• 36 Interpretation of the “Five-in-One” System = 209
• 37 Distinguishing Between EDI, ICP Filing and ICP Licensing = 213
• 38 Process of Establishing a Company and a Partnership = 217
• 39 Analysis of the Requirements for Establishing a Labor
• Union and Supporting CPC Building Activities in a Company = 221
• Part II. Shareholders, Directors, Supervisors, Senior Executives
• 40 Comparison of Organization Structures of Companies = 229
• 41 An Overview of Shareholders’ Rights and Obligations = 245
• 42 Authorities of a Shareholders’ Meeting or a Shareholders’
• Assembly and Rules of Procedure = 249
• 43 Production and Storage of Capital Contribution Certificate
• and Register of Shareholders = 253
• 44 How to Draw Up a Capital Contribution Agreement Among
• Shareholders? = 255
• 45 What “Joint Liabilities” Should Shareholders Pay Attention
• To? = 259
• 46 What “Liabilities of Compensation” Should Shareholders
• Pay Attention To? = 263
• 47 Legal Risk of Dormant Shareholding = 269
• 48 Legal Liability for Shareholders’ Failure of Capital
• Contribution as Agreed = 273
• 49 Shareholders’ Right to Know and Right to View
• the Company’s Account Books = 275
• 50 Shareholders’ Response to the Company’s Failure
• to Distribute Any Dividends = 277
• 51 How Does a One-Person Company Build the “Joint Liability
• Firewall”? = 279
• 52 Discussing “Confusion of Personality” from the Perspective
• of “Frequent Fund Transaction Between Shareholders
• and Company Being Judged as Joint Liability for Debts” = 287
• 53 Defective Resolutions Made at the Shareholders’ Meeting
• and Remedies That Must Be Known by Shareholders,
• Directors and Supervisors = 291
• 54 Circumstances Where Shareholders Request to Dissolve
• a Company = 297
• 55 Conditions and Considerations in Circumstances Where
• Shareholders Request to Dissolve a Company in the Event
• of a Corporate Deadlock = 301
• 56 Legal Representative of a Company and His Authorities = 307
• 57 Analysis of Possible Legal Responsibilities of Legal
• Representatives = 311
• 58 Authorities, Convening and Rules of Procedure of Board
• of Directors and Rights of Directors = 315
• 59 How Is a Company’s Remuneration to Directors Taxed? = 321
• 60 Impact of Changes in the Individual Income Tax Law
• on Foreign Shareholders and Senior Executives = 327
• 61 What Are the Legal Obligations and Responsibilities
• of Directors and Senior Executives to a Company? = 333
• 62 Under What Circumstances Shareholders Can Directors
• and General Managers Be Held Accountable for Their
• Negligence of Duty? = 337
• 63 Supervisors’ Authorities = 341
• 64 One Useful Attempt of Limited Judicial Intervention
• in Corporate Autonomy-The Judicial Interpretation
• of the Company Law (IV) = 343
• Part III. Investment, Mergers and Acquisitions, and Creditor’s Rights
• 65 Differences Between Subsidiary Companies and Branch
• Companies = 351
• 66 How to Set Up a Branch and Points to Note = 355
• 67 Purchase of Company Equity (I)-Due Diligence = 359
• 68 Purchase of Company Equity (II)-Transfer and Capital
• Increase = 363
• 69 Purchase of Company Equity (III)-Tax Burden = 369
• 70 Mergers by Absorption of Other Companies = 373
• 71 Domestic Reinvestment by Foreign-Invested Enterprises = 377
• 72 Discretionary Settlement of Capital of a Foreign-Invested
• Enterprise and Investment-Related Regulations
• and Practices = 381
• 73 Outbound Investment by Domestic Enterprises = 385
• 74 What Is “Round-Trip Investment”? = 393
• 75 Foreign Investment in China Real Estate = 399
• 76 “Civil Code” Effective on January 1, 2021 : Chinese
• Residential Land Will Be Automatically Renewed When It
• Expires. Fees to Be Determined = 403
• 77 How to Comprehensively Recover Corporate Creditor’s
• Rights? = 407
• 78 General Rules of the Civil Law of the People’s Republic
• of China : Questions Raised by the Extension of the Statute
• of Limitations to Three Years = 411
• 79 How to Determine the Liability of Compensation
• for Damages Caused by Property Preservation Mistakes? = 417
• 80 How Shall the Creditor’s Rights Be Settled When Multiple
• Creditors Apply for the Enforcement of the Same Person? = 423
• 81 Three Major Breakthroughs in the Supreme People’s
• Court’s New Regulations on Property Investigation During
• Enforcement = 429
• 82 Interpretation of the Guiding Opinions of the Supreme
• People’s Court on Several Issues Concerning the Transfer
• of Enforcement Cases for Bankruptcy Examination = 433
• 83 “Guarantee for Enforcement”-Alleviating the Dilemma
• Where the Person Subject to Enforcement Has No Property
• to Enforce = 437
• 84 Subrogation Litigation-Another Way of Debt Relief = 441
• 85 Is “Signature/Seal” Truly the Same as “Signature and Seal”
• When a Contract Is Signed? = 447
• 86 How Important Is the “Service Clause” in a Contract? = 451
• Part IV. Financing and Guarantee
• 87 Introduction to Modes of Corporate Financing = 459
• 88 Corporate Financing Mode (1)-Financing Factoring = 461
• 89 Corporate Financing Mode (2)-Financial Leasing = 465
• 90 Corporate Financing Mode (3)-“Full-Covered”
• Cross-Border Borrowing = 469
• 91 Corporate Financing Mode (4)-“Investment Balance”
• and “Full-Covered” = 475
• 92 Corporate Financing Mode (5)-Lending Among Enterprises = 479
• 93 Corporate Financing Mode (6)-Borrowing
• from Shareholders = 483
• 94 Corporate Financing Mode (7)-Borrowing from Individuals
• Other Than Shareholders = 487
• 95 Corporate Financing Mode (8)-Internet Financing = 491
• 96 Corporate Financing Mode (9)-Free Trade Account = 497
• 97 Corporate Financing Mode (10)-Introducing Angel
• Investment, VC, PE = 501
• 98 Corporate Financing Mode (11)-Introducing Strategic
• Investors = 503
• 99 Corporate Financing Mode (12)-Multilevel Capital Market = 505
• 100 4 Sets of Numbers to Accurately Analyze the Science
• and Technology Innovation Board = 515
• 101 Analysis of New Regulations for Foreign-Invested
• Enterprises Listed in China and Quoted on NEEQ = 525
• 102 A-Share Listing of Schools Is No Longer a Dream = 529
• 103 Corporate Financing Mode (13)-Corporate Bonds = 537
• 104 Corporate Financing Mode (14)-Asset Securitization = 543
• 105 Three Major Misunderstandings in the Registration
• of Pledge or Transfer of Accounts Receivable = 549
• 106 Notes for Guarantee for Others = 553
• 107 Cross-Border Guarantee (I)-Overseas Lending Secured
• by Domestic Guarantee = 559
• 108 Cross-Border Guarantee (II)-Domestic Lending Secured
• by Overseas Guarantee = 563
• 109 Implement Property Right Practice in Cross-Border
• Guarantee Through the Special Procedure for Realizing
• Guaranteed Property Rights = 567
• 110 Key Points for Enterprises to Register Overseas Lending
• Secured by Domestic Guarantee = 575
• 111 The Validity of the Guarantee Contract for Unregistered
• Overseas Lending Secured by Domestic Guarantee = 583
• 112 Company Fund Management (I)-Cross-Border Bilateral
• RMB Cash Pool = 591
• 113 Company Fund Management (II)-Cross-Border Foreign
• Currency Cash Pool = 595
• Part V. Change, Liquidation, and Cancellation
• 114 FAQ for Company Name Change = 601
• 115 FAQ for the Change of Company’s Business Scope = 605
• 116 Change in Registered Capital-FAQ for Capital Increase = 615
• 117 Change in Registered Capital-FAQ for Capital Decrease = 619
• 118 FAQ for Company’s Change of Shareholders = 625
• 119 FAQ for Company’s Change of Equity Ratio = 629
• 120 FAQ for Company Domicile Change = 633
• 121 FAQ for the Change of Company’s Legal Representative = 639
• 122 FAQ for the Change of Company’s Articles of Association = 645
• 123 Company Separation Procedure and Matters to Take Note of = 647
• 124 Causes of Company Dissolution and Ways of Liquidation = 653
• 125 Company Cancellation Procedure and Notes = 657
• 126 Company Cancellation More Convenient Since March 1, 2019 = 661
• Part VI. Malfeasance Most Likely to be Overlooked
• 127 Market Supervision Department-Unpermitted Business
• Operations = 671
• 128 Market Supervision Department-False Publicity = 687
• 129 Market Supervision Department-Product Quality = 695
• 130 Market Supervision Department-List of Enterprises
• with Abnormal Operations = 703
• 131 Market Supervision Department-Infringement
• of Registered Trademark Rights = 707
• 132 Market Supervision Department-Commercial Bribery = 711
• 133 Market Supervision Department-False Capital
• Contribution, Capital Withdrawal = 721
• 134 Market Supervision Department-Trade Secret
• Infringement = 725
• 135 Market Supervision Department-Unfair Competition = 731
• 136 Nine Highlights of the 2017 Anti-Unfair Competition Law = 735
• 137 The Anti-Unfair Competition Law Was Amended in 2019
• to Strengthen the Protection for Trade Secrets = 747
• 138 Environmental Protection Department-Nuisance
• to the People = 753
• 139 Development and Reform Commission-Violation
• of the Price Law = 757
• 140 Customs-Crime of Smuggling of Ordinary Goods = 759
• 141 Foreign Exchange-Evasion = 763
• 142 Foreign Exchange-Arbitrage = 767
• 143 Foreign Exchange-Illegal Remittance of Foreign Exchange
• to Domestic Account = 771
• 144 Foreign Exchange-Illegal Settlement or Change
• of Settlement Use = 773
• 145 Foreign Exchange-Unauthorized Borrowing of Foreign
• Debts or Provision of Foreign Guarantee = 777
• 146 Tax Department-Falsifying VAT Invoices = 781
• 147 Tax Department-Unlicensed Operation at Different Places = 789
• 148 Human Resources and Social Security Department-Extra
• Compensation Payments = 795
• 149 Labor Administrative Department-Illegal Employment
• or Hire = 799
• Appendix = 805