A legacy transfer agreement (ETA) for use by the Chinese and foreign investors in a Sino-foreign joint venture (JV) to transfer the Chinese party's equity (shareholding) to the foreign investor to convert the company into a wholly foreign owned enterprise (WFOE). (For a Word version of this standard document in Chinese, click Standard document, Equity transfer agreement (from a Chinese JV party to the foreign JV party, resulting in a WFOE): China (Chinese language version).)

With China's Foreign Investment Law (FIL) entering into force on1 January 2020, the transfer of a JV's shares is governed by China's Company Law 2018, which provides a more flexible transfer mechanism compared to the requirements under the three FIE laws and their subordinate legislation.

JVs in existence before 1 January 2020 may retain their investors' pre-FIL contractual agreement on equity transfer within the term of the JV contract, unless the matters have been otherwise agreed by all the shareholders of the JV.

Practical Law China is working on a specimen ETA that is aligned with the regimes of China's Company Law and FIL.