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【锋行链盟】纳斯达克IPO企业VIE架构设计重点
Sou Hu Cai Jing·2025-09-23 16:49

Core Design Logic - The essence of the VIE structure is to replace equity control with contractual control, addressing two types of contradictions [2] - The VIE structure achieves actual control and financial consolidation of the OPCO through a chain of entities: overseas listing entity → overseas holding layer → domestic WFOE → contractual control of domestic OPCO [2] Key Layer Design - The VIE structure typically includes 4-5 layers, with each layer's registration location, function, and design points precisely matching the objectives such as listing, holding, tax optimization, and compliance [3] - The overseas listing entity is usually a Cayman Islands company, while the overseas holding layer may be a BVI or Cayman intermediary company [3] Functional Design - The Cayman company is preferred for overseas listing due to no corporate income tax and a mature legal system allowing for "dual-class shares" [4] - The BVI company serves as a holding platform for founders, providing privacy and tax benefits [4] - The Hong Kong company acts as an intermediary layer, requiring substantial operations to avoid being classified as a "shell company" [4] Agreement Control System - The contractual control is the "soul" of the VIE structure, requiring 5-7 core agreements to ensure decision-making control, profit transfer, and risk isolation [6] - Key agreements include exclusive technology/service agreements, equity pledge agreements, voting rights entrustment agreements, and exclusive purchase rights agreements [6][8][10][12] Compliance and Risk Prevention - The compliance of the VIE structure directly impacts the ability to pass NASDAQ's listing review and ongoing compliance [18] - The WFOE must have a business scope closely related to the OPCO to avoid being classified as a "shell company" [18] - The OPCO must maintain an "internal capital control" structure to avoid triggering foreign investment restrictions [18] Tax Optimization - The VIE structure's tax design must balance profit transfer efficiency with tax risks, focusing on profit distribution between WFOE and OPCO [19] - The Hong Kong company can benefit from a reduced withholding tax rate of 5% under the "Mainland-Hong Kong Tax Arrangement" if it meets substantial operation requirements [19] Latest Regulatory Trends - The necessity of the VIE structure must be clearly justified in the prospectus to avoid being seen as regulatory evasion [20] - Compliance with data cross-border flow regulations is essential, especially if the OPCO handles user data [20] Industry Differentiation Design - For encouraged industries like renewable energy and biomedicine, a mixed structure of "equity control + contractual control" may be attempted to reduce policy risks [21] - Sensitive industries such as education and fintech require stricter contractual controls and contingency plans for structural adjustments [21]