Articles of association (post acquisition WFOE): China | Practical Law

Articles of association (post acquisition WFOE): China | Practical Law

Legacy Articles of association used for a foreign investor establishing a wholly foreign-owned enterprise (WFOE) as a consequence of acquiring a Chinese company under the former three FIE laws regime. (For a Word version of this standard document in Chinese, click Standard document, Articles of association (post acquisition WFOE): China (Chinese language version).

Articles of association (post acquisition WFOE): China

Practical Law UK Standard Document 1-532-8025 (Approx. 35 pages)

Articles of association (post acquisition WFOE): China

by Practical Law China with thanks to Robert Lewis and John Jiang, Zhong Lun Law Firm
Law stated as at 31 Dec 2019, China
Legacy Articles of association used for a foreign investor establishing a wholly foreign-owned enterprise (WFOE) as a consequence of acquiring a Chinese company under the former three FIE laws regime. (For a Word version of this standard document in Chinese, click Standard document, Articles of association (post acquisition WFOE): China (Chinese language version).
WFOEs already in existence before 1 January 2020 may retain their existing organisational form for a period of five years until 31 December 2024. These WFOEs should use this grandfathering period to restructure their organisational form and corporate governance framework to comply with the Chinese corporate and business law regime.
However, given that the corporate governance of WFOEs has been mandated to follow the Company Law since 2006, there might not be much changes that WFOEs must undergo in this corporate governance unification exercise. For more information, see Practice note, Chinese foreign investment law: overview: Corporate governance.
Practical Law China is working on specimen articles of association (for a limited liability company with a single corporate shareholder) aligned with the regimes of China's Company Law 2018 and Foreign Investment Law 2019.