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合营合同,是确定合营企业投资各方权责的重要文件,内容应周密、公平合理,并符合我国中外合资经营企业法及其实施条例的有关规定。我们在验证出资额和进行年度审计工作中,发现有的合同不够完中,兹就几个方面的问题分述如下,供参考。一、有的企业已取得营业执照,但合营双方的注册资本仅有部分投入或尚未投入;有的合营双方实投资本额比例相互更换,或实投资本大于注册资本,而合同未作相应修改,亦未更换营业执照;有的合同中注册资本与投资总额概念不清,甚至投资总额未明确规定,企业规模大小不清楚;有的外方合营者见于我国银行贷款利率低于国际市场,想尽量利用中国银行贷款;除了技术转让费和设备投资外,不想再投现金或少投现金;而中方合营者也想以原有场地、厂房、设备等作为出资,而尽量少投现
The joint venture contract is an important document for determining the rights and responsibilities of the parties to the joint venture’s investment. The content should be thorough, fair and reasonable, and in compliance with the provisions of the Chinese-foreign joint venture enterprise law and its implementation regulations. In verifying the amount of investment and conducting annual audits, we found that some of the contracts were not completed. We have hereby summarized the following issues for reference. 1. Some companies have obtained business licenses, but the registered capital of the two parties to the joint venture has only partially invested or have not yet invested; some of the joint ventures have actually replaced each other in the proportion of investment, and the actual investment capital is greater than the registered capital, and the contract has not been modified accordingly. The concept of registered capital and total investment in some contracts is unclear, and even the total amount of investment is not clearly stipulated, and the size of the company is not clear; some foreign party founders see that the bank loan interest rate in China is lower than the international market. Make use of Bank of China loans as much as possible; in addition to technology transfer fees and equipment investment, do not want to invest in cash or less cash; while Chinese partners also want to use the original venues, plants, equipment, etc., as investment, and try to make as little as possible