This paper aims to analyze the use of USA Delaware Corporation and the foreign exchange funds complete the legal feasibility and operability of the practice of M & A.

The problem:

In 2006 4 month national industry and Commerce Administration issued "on the approval and registration of foreign invested companies management law

Some problems in application of the executive opinion ", which requires all foreign enterprises investment enterprises set up in China, will

By China in our embassies and consulates of foreign enterprise registration materials of foreign certification. The traditional offshore

Center such as the Virgin Islands, Cayman Islands belong to the non sovereign state. Chinese no Embassy in the ground, the

For foreign certification must be to suzerain Chinese embassy, complicated procedures.

In 2006 September 8 , Ministry of Commerce issued "Regulations" acquisition of domestic enterprises by foreign investors (10

Make), 10 orders the relevant approval procedures set up Special Purpose Company and the acquisition of domestic enterprises. The program

National Development and Reform Commission, the SASAC, relates to the Ministry of Commerce, China Securities Regulatory Commission and the State Administration of foreign exchange, is very complex, almost no operation

Sex. 10 promulgated so far, there is no an enterprise obtain approval.

Scheme:

To America Delaware company as purchasing subject, based on the actual foreign exchange funds in accordance with the establishment of foreign investment enterprises

To complete the merger and acquisition.

Analysis.

Delaware is a deep-water port on the east coast of the Atlantic USA, east coast and the Gulf of Delaware, north of Pennsylvania, northeast neighbors

New Jersey, Western and southern Lanzhou were connected with the mali. Is located in New York and Washington (about 1.5 hours

Drive), about thirty minutes drive from Philadelphia, since 1492 Kolumb discovered the new world, has been to Europe

Delta from the Atlantic into an important port on the east coast of USA. The capital is Fu (Dover) , another important

Wilmington (Wilmington), 796165 (2001), the population of Quanzhou state area of only 1982 square miles,

Ranking American article 49 states. The state flower is the peach blossom, the state pro (State Motto) is a free and independent state bird

Blue Hen Chicken. As the first approved American constitution state and proud, so called "first state" (The

First State). Because the Thomas Jefferson because of its important strategic position and praised it as states in

Gem, it is "diamonds," said. Economic activities include agriculture, fishery, manufacturing and mining. "The world

Corporate capital "(The Incorporating Capital of The World), the existing 308000

Company set up here, America "Fortune 500 company" (Fortune 500) has more than 60%

The company (such as DuPont Co, Morgan bank, Citibank and so on) and the New York Stock Exchange (New York Stock 50%

Exchange) listing Corporation in the establishment of company registration, every year 30000 Foreign Company in Delaware

The establishment of company. The most famous company in the state of the DuPont chemical company in Wilmington state.

Chinese in America embassy to provide foreign certification for the Delaware company registration information, so it can meet

"Regulations on foreign investment company registration management of some issues concerning the application of law executive opinion".

The offshore centres such as the Virgin Islands, the Cayman Islands are recorded in Chinese government, so as

Fruit to the corporate mergers and acquisitions, in the submitted for approval, approval authority will be in accordance with the Special Purpose Company

Handle. While the Delaware company registered offshore, will not cause the examination and approval authorities concerned and in accordance with the special purpose

Company processing.

At present in the China about foreign investment in many of the relevant laws, such as "joint venture", "outside the law

Owned enterprise law "etc.. The examination and approval organ merger filings in the review, the main standard of review is whether to share

As a means of payment. If the equity as a means of payment, it will be in accordance with the Special Purpose Company. If

In the M & A is the actual foreign injection, the examination and approval authorities will tend to foreign funded enterprises.

In accordance with the provisions of the relevant laws of foreign investment enterprises, general approval authority at the provincial level. While the general Province

Department of Commerce approval for foreign investment is positive support.

After the completion of foreign mergers and acquisitions of enterprises will be made, the enterprises with foreign investment. On the basis of the command 10 fifty-fifth

"The provisions of foreign investors to buy domestic shareholder of a foreign-invested enterprise equity or purchased by enterprises with foreign investment

Capital increase, change the current foreign investment enterprise law, administrative regulations and the investor of the foreign-funded enterprise equity

The relevant provisions, which is not specified, with reference to the present Regulations ", after listing and change of ownership will not

Application of 10 orders.

Successful case

Shandong golden Gaotang cotton processing Co. Ltd. in January 2007 won the Ministry of Commerce for approval for the restructuring of foreign investment

Funded enterprises.

Shandong Ruitai cellulose Co. Ltd. in April 2007 won the Provincial Department of Commerce approval for the restructuring of foreign investment

Enterprise

Shaanxi Tianren organic food company in the years 2007 August the Ministry of Commerce approval for the restructuring of foreign investment

Company

Why do you choose America Delaware (DELAWARE)?

One, enter the USA market portal

All kinds of goods and services, American provides a broad market and have good prospects of gain. This also

No wonder the exposure to foreign companies think America to seek business opportunities. In order to facilitate the entry America market and the realization of the normal

Operation, "foreign" companies tend to use America "domestic" enterprises as the carrier to conduct business in America. Thus,

The first step of foreign enterprises to enter the American market, usually based on a state USA fifty states in the law

To create a new corporate entity.

The establishment of the Usa Inc, Usa Inc can bypass the China law, acquisition of simple operation

People in the USA company can in America

In America founded the company, can build a global business platform is built. As USA general, Ford

This car Multi-National Corporation mechanism. Off Shore Company (BVI, Cayman Islands Company) in America reputation is not very good, bad

On the cooperation and America big company

American judicial system is composed of national law ("federal law"), and fifty separate state

The. In the judicial system, the establishment of a business entity and its internal affairs regulations are generally governed by a single

The governing law of a state (in most cases refers to the entity set up state laws), not the Federal

Law. In USA, no matter choose which as where his company headquarters, new corporate entity can be in

The reasonable cost to set up.

The business entity's internal affairs will be governed by the laws of the state, select the business entity headquarters

Where the state has become a very important decision. But the enterprises tend to choose the delaware. In addition to acquisition of the U. S.

Our company, through Multi-National Corporation manager immigration to America

Two, Delaware is the first portal

Delaware, the one and only and provides a favorable conditions for you to enter the portal America market.

Set up in the state of the Limited by Share Ltd, limited liability company, statutory trust company and partnership enterprises have more than

The 50 million, however this number is only a part in its uniqueness. Delaware is America Xu

The largest, most successful and most well-known company headquarters. "Fortune" five hundred strong enterprises in nearly six

As stipulated in the law Yitela established. But Delaware has more than half of the listing Corporation

Headquarters.

Three, Delaware company advantages

Delaware Corporation Delaware

Location / general information

Delaware is a deep-water port on the east coast of the Atlantic USA, east coast and the Gulf of Delaware, north of Pennsylvania, northeast neighbors

New Jersey, Western and southern Lanzhou were connected with the mali. Is located in New York and Washington (about 1.5 hours

Drive), about thirty minutes drive from Philadelphia, since 1492 Kolumb discovered the new world, has been to Europe

Delta from the Atlantic into an important port on the east coast of USA. The capital is Fu (Dover) , another important

Wilmington (Wilmington), 796165 (2001), the population of Quanzhou state area of only 1982 square miles,

Ranking American article 49 states. The state flower is the peach blossom, the state pro (State Motto) is a free and independent state bird

Blue Hen Chicken. As the first approved American constitution state and proud, so called "first state" (The

First State). Because the Thomas Jefferson because of its important strategic position and praised it as states in

Gem, it is "diamonds," said. Economic activities include agriculture, fishery, manufacturing and mining. "The world

Corporate capital "(The Incorporating Capital of The World), the existing 308000

Company set up here, America "Fortune 500 company" (Fortune 500) has more than 60%

The company (such as DuPont Co, Morgan bank, Citibank and so on) and the New York Stock Exchange (New York Stock 50%

Exchange) listing Corporation in the establishment of company registration, every year 30000 Foreign Company in Delaware

The establishment of company. The most famous company in the state of the DuPont chemical company in Wilmington state.

Tax

Delaware state is not to collect sales tax, personal property taxes or inventory tax, machinery or equipment tax and total ratio type company

Income tax (Unitary Tax), if not in Delaware business behavior, you don't have to pay the company

Income tax (Corporation Income Tax), if not in America business behavior, will not have to pay federal income

Tax (Federal Income Tax). Given new or expanded business in corporate income tax and revenue, gross tax

Relief or reduction, such as set up in designated areas of new or expanded business, have to enjoy corporate income tax

Tax revenue and gross tax or tax credits. Allow the company to buy new asset depreciation. But every year 3 month 1

Recently to pay business tax (Franchise Tax):

Under 3000 strands only need to pay US$35

3001-5000 shares to pay US$62.5

5001-10000 shares to pay US$112.5

Beyond the 10000 shares of the part,

For every 10000 shares to pay US$62.5

Most of the required US$165000

The company form

Delaware chief type has two kinds: Corporation (Corporation) and limited liability company

(Limited Liability Company, LLC). The specification of corporate law "Delaware general public

Justice "(Delaware General Corporation Law, DGCL) as the object states has become,

And in 1992 7 month Delaware adopted legislation to set up LLC LLC , because the company (Corporation)

The advantages of the limited liability partnership, and (Partnership) the flow-through merits

Together, has become many companies choose to register form.

The establishment of characteristic

Why are there so many companies are willing to put the company in here, of course, is American other states not unique

Advantages to attract USA and world each big company is established, its characteristics are as follows:

01. anyone can here the establishment of the company, and not have to go to the state of Delaware, a person can

The establishment of the company. Self served the company directors and financial officer etc..

02. the board of directors of the company and not necessarily American citizen, also don't live in American.

03. Delaware corporate law is complete, and the Delaware lawyers association is often the company law should be simplified and repair

Positive. Its main purpose is to attract more companies to set up in Delaware registration.

04. in Delaware incorporation no minimum investment restrictions. Delaware company in the square around the world camp

Industry, do not have to set up office in USA, as long as there is a statutory agent in delaware.

05. shares can be freely traded, the board of directors may decide the time to issue authorized shares

Ticket.

06. Delaware company set up can be very wide, the company business project settings such as: to engage in any lawful

Commercial behavior.

07. can call the meeting of the board of directors. The board of directors has great power, such as adoption, change or

Annex to resolution, the abolition of company size specified line number of Directors... Etc..

08. for investment holding company to all over the country.

09. Usa Inc good image, to the countries (such as Vietnam, Indonesia, Thailand, the mainland has be...)

Reliability.

10. can Chinese local or foreign banks (such as: HSBC, Standard Chartered Bank) to open. OBU (Offshore Banking Unit) account, or in the Hongkong open local HK Branch

Ticket account, negotiation, the issuing and T/T had no problem.

 

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