In China, generally is the original single ownership of state-owned, collective enterprises into the main body of multiple investment in the corporate system of enterprises and joint-stock cooperative enterprises or domestic and foreign-funded enterprises to transfer each other.

(A) restructuring mode

1, the overall restructuring

The overall restructuring refers to all the assets of the enterprise as the basis, through the reorganization of assets, the overall reconstruction of the enterprise in line with the requirements of the modern enterprise system, standardized enterprises. Overall restructuring is particularly suitable for small and medium-sized enterprises.

2. Partial restructuring

Partial restructuring is the reorganization of part of the assets of the enterprise, through the absorption of other shareholders' investment or transfer of part of the equity to set up a new enterprise, the original enterprise to continue to retain. Partial restructuring is more suitable for the restructuring of large enterprises, especially the establishment of joint-stock companies, the use of partial restructuring.

(B) the form of enterprise restructuring

1, corporate

Corporate enterprises mainly refers to limited liability companies and joint-stock companies, limited liability companies also include wholly state-owned companies.

(1) limited liability company: is based on the "company law", the shareholders to the limit of its capital contribution to the company's liability, the company with all its assets to the company's debt liability of enterprise legal person.

Solely state-owned companies are state-authorized institutions or state-authorized departments invested in the establishment of a limited liability company. Wholly state-owned company is not the main direction of the establishment of a modern enterprise system, it applies to a very narrow range, such as related to the national economy and people's livelihood, the state monopoly (military industry) and non-competitive industries, the general competitive industry is not suitable for the restructuring of the wholly state-owned company.

(2) limited liability company: limited liability company refers to the establishment in accordance with the "Company Law", the entire capital is divided into equal shares, the shareholders of the shares held to the limit of the company's liability, the company with all its assets to the company's liabilities of the corporate legal person.

Industrial enterprises, high-tech enterprises and other capital-intensive and technology-intensive enterprises are applicable to limited liability companies, in which enterprises with larger scale, advanced technology, good performance and good development prospects may, with the approval of the authorized department of the State Council or the provincial people's government, set up joint-stock limited companies and raise more development funds through listing.

2, the joint-stock cooperative enterprises

Joint-stock cooperative system is based on the cooperative system, absorbing some of the practices of the shareholding system, the implementation of the enterprise staff's labor unity with the capital of the enterprise's main form of organization.

Labor-intensive enterprises, such as restaurants, hotels and other small and medium-sized commercial enterprises are suitable for the joint-stock cooperative system, because the staff labor cooperation is the basis for wealth creation, the benefits of the combination with the capital is not obvious, but the combination with the staff's labor is obvious, and more flexible.

3, partnership

Partnership refers to the partners enter into a partnership agreement, *** with the capital, partnership management, *** enjoy the benefits, *** bear the risks, and bear unlimited joint and several liability for the debts of the partnership form of organization. Partnership does not have legal personality, there are two or more unlimited liability of natural persons as partners, signing the situation of partnership agreement, the actual payment of the capital contribution of each partner, there is the name of the enterprise, there is a place of business and engaged in the necessary conditions for the partnership business can be.

4, sole proprietorship

Whole-proprietorship enterprise refers to a natural person investment, property owned by the investor, the investor's personal property, the investor's unlimited liability for business debts of the business entity. The requirements for the establishment of a sole proprietorship are relatively low, a natural person can. Some of the smaller scale, the amount of assets is not large service industry, repair enterprises can choose this form of restructuring.

5, domestic and foreign-funded enterprises to transfer

Domestic and foreign-funded enterprises to transfer refers to domestic enterprises to foreign investment (Sino-foreign equity, Sino-foreign cooperation, wholly foreign-owned), or foreign-invested enterprises (Sino-foreign equity, Sino-foreign cooperation, wholly foreign-owned) to change the type of enterprise change into a domestic enterprise.

Domestic-invested enterprises may transform their original enterprises into foreign-invested enterprises by transferring equity to a foreign party or absorbing funds from abroad. The rights and obligations of the original enterprise continue to be inherited by the new foreign-invested enterprise. Domestic enterprises into foreign-invested enterprises, subject to the approval of the Foreign Economic and Trade Administration, but it must be noted that the organizers or shareholders of the original enterprise for the self-supporting institutions, associations, legal persons, trade unions and natural persons can not be the new foreign-invested enterprises as the Chinese shareholders.

Foreign-invested enterprises through the transfer of equity, no longer hold an equity stake in the enterprise, approved by the original foreign economic and trade administration, foreign-invested enterprises can be converted into domestic enterprises.

Two, enterprise reorganization

Enterprise reorganization refers to the transaction of significant changes in the legal or economic structure of an enterprise that occurs outside of its day-to-day business activities, including changes in the legal form of the enterprise, debt restructuring, equity acquisitions, asset acquisitions, mergers, and spin-offs.

1. A change in the legal form of an enterprise refers to a simple change in the registered name and domicile of the enterprise as well as in the form of its organization, with the exception of other types of reorganization in compliance with the regulations.

2. Debt reorganization means a matter in which a creditor makes concessions on its debtor's debts in accordance with a written agreement reached between the creditor and the debtor or a court ruling in the event that the debtor is in financial difficulty.

3, equity acquisition, refers to an enterprise (hereinafter referred to as the acquiring enterprise) to purchase the equity of another enterprise (hereinafter referred to as the acquired enterprise), in order to realize the control of the acquired enterprise transactions. The form of consideration paid by the acquiring enterprise includes equity payments, non-equity payments, or a combination of both.

4, asset acquisition, refers to an enterprise (hereinafter referred to as the transferee enterprise) to purchase another enterprise (hereinafter referred to as the transferor enterprise) substantial operating assets of the transaction. The form of consideration paid by the transferee enterprise includes an equity payment, a non-equity payment, or a combination of both.

5. Merger refers to the transfer of all assets and liabilities of one or more enterprises (hereinafter referred to as the merged enterprise) to another existing or newly established enterprise (hereinafter referred to as the merging enterprise), whereby the shareholders of the merged enterprise exchange their equity or non-equity payment of the merging enterprise to realize the legal merger of two or more enterprises.

6. Separation refers to the legal separation of an enterprise (hereinafter referred to as the enterprise to be separated) by transferring some or all of its assets to an existing or newly established enterprise (hereinafter referred to as the separating enterprise), and the shareholders of the enterprise to be separated in exchange for the shareholding or non-shareholding payment of the separating enterprise.