Contents
Chapter I General Prciples.......................................................................2
Chapter II Procedures of Registrion.....................................................................3
Chapter III Supervision and Admistrion...................................................................7
Chapter IV Legal Liabilities.......................................................................9
Chapter V Supplementary Provisions......................................................................10
INTERIM MEASURES FOR THE ADMINISTRATION OF ESTABLISHMENT AND MODIFICATION REGISTRATION OF FOREIGN-FUNDED ENTERPRISES
Article 1 In accordance with Law of the Peoples Re of Cha on Chese-eign Equity Jot Ventures, Law of the Peoples Re of Cha on Chese-eign Cooperive Enterprises, Law of the Peoples Re of Cha on Wholly Foreign - owned Enterprises, Law of the Peoples Re of Cha on Companies and the relevant laws, admistrive regulions and the Ste Council’s decisions, these Meures are muled to further expand the openg to the side world and promote the rem of the eign vestment admistrion system and improve the legitime, ternional and convenient busess environment.
Article 2 These Meures apply to the establishment and modificion of eign-funded enterprises which are not subject to the special admistrive meures permits stipuled the Ste.
Article 3 The competent authority of commerce under the Ste Council shall be responsible the overall planng and guidance of the establishment and modificion of eign-funded enterprises through the Ste.
The competent authorities of respective provces, autonomous regions, municipalities directly under the Central Government, municipalities listed dependently the Ste plan, Xjiang Production and Construction Corps and sub-provcial municipalities, and the competent authorities of pilot trade zones and nional economic and technological development zones shall be the authorities ge of the registrions of the establishment and modificion of eign-funded enterprises and responsible the admistrion of the registrions of the establishment and modificion of eign-funded enterprises with their respective are.
The authorities ge of the registrions shall implement the registrions via the Integred Admistrion Inmion System Foreign Investment (hereafter erred to the Integred Admistrion System).
Article 4 Each eign-funded enterprise or its vestors shall provide the , accure and compe mion registrion accordance with these Meures, and fill the ter of undertakg declarg the registrion with any record, misleadg stement or merial omission. Each eign-funded enterprise or its vestors shall appropriely keep the evidence regardg the submitted mion of registrion.
Article 5 With respect to the establishment of a eign-funded enterprise subject to the registrion stipuled these Meures, the representive appoted or the agent jotly
entrusted all vestors of the eign-funded enterprise (or all sponsors ce of a eign-funded company ed shares, hereafter erred to all Sponsors) shall after the obtament of the prior approval of the enterprise’s name and bee the issuance of the busess license, or the representive appoted or the agent entrusted the eign-funded enterprise shall with 30 days after the issuance of the busess license, via the Integred Admistrion System, fill and submit onle the Declarion Form the Registrion of the Establishment of the Foreign-funded Enterprise (hereafter erred to the Establishment Declarion Form) and the relevant cuments and conduct the procedures of registrion.
Article 6 A eign-funded enterprise subject to the registrion stipuled these Meures shall, through the representive appoted or the agent entrusted it, via the Integred Admistrion System, fill and submit onle the Declarion Form the Registrion of the Modificion of the Foreign-funded Enterprise (hereafter erred to the Modificion Declarion Form) and the relevant cuments and conduct the procedures of registrion when any of the followg modificions occurs:
(1) Any modificion of the bic mion of the Foreign-funded Enterprise, cludg any modificion of the name, registered address, type of enterprise, operion term, vestment dus, type of busess, scope of busess, with or not with the scope of imported equipment entitled to the tax relief stipuled the Ste, registered capital, total vestment, composition of organizional structure, legal representive, ultime actual controller of the eign-funded enterprise, contact person or contact mion;
(2) Any modificion of the bic mion of the vestors of the eign-funded enterprise, cludg any modificion of their names, nionalities/regions or addresses (the places of registrion or registered addresses), the types and numbers of their certifices, the amounts of the capital subscribed them, the means of contributg the capital, time s their contribution to the capital, the source of fund or the type of vestor;
(3) Any modificion of equity (shares) or cooperive terest;
(4) Merger, separion or termion;
(5) Pledge or signment of property or terest of the wholly eign - owned enterprise;
(6) Advance recovery of vestment the eign cooperor of the Chese-eign cooperive enterprise;
(7) Operion and management of the Chese-eign cooperive enterprise entrustment.
Among the aesaid modificions, with respect to any modificion regardg merger, separion, decree of capital or any other item which shall be announced accordance with the relevant laws and regulions, the mion legally handlg the procedures of such announcement shall be explaed when conductg the registrion of such modificion.
Any of the aesaid modificions subject to the resolution of the supreme power organ of the eign-funded enterprise shall be deemed to have taken place when the supreme power organ apts the resolution; should there be any conditions precedent required the laws and regulions the effectiveness of any modificion of the eign-funded enterprise, such modificion shall be deemed to have taken place when such conditions have been sisfied.
A listed eign-funded company or a company listed the Nional Small and Medium Enterprise Share Transfer System may conduct the registrion of modificion of the bic mion of its vestors or its shares only when the change the shareholdg percentage of its eign vestors accumulively exceeds 5% and the controllg or relive controllg stus changes.
Article 7 When conductg the procedures establishment or modificion of the eign-funded enterprise, the eign-funded enterprise or its vestors shall, via the Integred Admistrion System, submit the followg cuments:
(1) the merials regardg the prior approval the name of the eign-funded enterprise, or the busess license of the eign-funded enterprise;
(2) the Letter of Undertakg Declarg the Registrion of Establishment of the Foreign-funded Enterprise signed all vestors (or all Sponsors) of the eign-funded enterprise or their authorized representive, or the Letter of Undertakg Declarg the Registrion of Modificion of the Foreign-funded Enterprise signed the legal representive of the eign-funded enterprise or his/her authorized representive;
(3) the proof all vestors (or all Sponsors) or the appotment of the representive or the jot entrustment of the agent the eign-funded enterprise, cludg the power of torney and proof of of the appotee;
(4) the proof the vestors or legal representive of the eign-funded enterprise appotg other person to sign the relevant cuments, cludg the power of torney and proof of of the appotee (not applicable if not appotg other person to sign the relevant cuments);
(5) the proof the qualificion or of nural person of the vestors (not applicable if the modificion is irrelive to the bic mion of the vestors);
(6) the proof of nural person of the legal representive (not applicable if the modificion is irrelive to the modificion of legal representive).
If any of the aesaid cuments is origally made a eign language, the Chese translion shall be submitted toher, and the eign-funded enterprise or its vestors shall ensure th the contents of the Chese translion shall be consistent with the contents of the origal the eign language.
Article 8 If the vestors of the eign-funded enterprise have submitted the registrion mion prior to the issuance of its busess license and there is any change its actual vestment, the modificion registrion of such change shall be conducted with the authority of registrion with 30 days after the issuance of its busess license.
Article 9 If there is any change to the eign-funded enterprise which h been established upon the approval and the changed eign-funded enterprise is not subject to the special admistrive meures permits stipuled the Ste, the registrion procedures shall be conducted, and its Certifice of Approval the Foreign-funded Enterprise shall become valid upon the compion of the registrion.
Article 10 If any change to the eign-funded enterprise under the registrion admistrion is subject to the special admistrive meures permits stipuled the Ste, the procedures of approval shall be conducted accordance with the laws and regulions regardg the eign vestment.
Article 11 After the eign-funded enterprise or its vestors h submitted onle the Establishment Declarion Form or the Modificion Declarion Form and the relevant cuments, the authority of registrion shall exame the pro ma compeness and accuracy of the submitted mion and identify whether the d item falls with the scope of the registrion. If fallg with the scope of the registrion specified these Meures, the authority of registrion shall compe the registrion with 3 busess days. If not fallg with the scope of the registrion, the authority of registrion shall, with 3 busess days, onle notify the eign-funded enterprise or its vestors of handlg accordance with the relevant regulions and the competent authority of handlg accordance with the law.
If fdg th the mion submitted the eign-funded enterprise or its vestors is pro ma compe or accure or it’s necessary to further expla its scope of busess, the authority of registrion shall one-time onle notify it or them of onle submittg the additional mion with 15 busess days. The time submittg the additional mion shall not be ed the time of the authority of registrion registrion. If the eign-funded enterprise or its vestors fails to submit all additional mion with 15 busess days, the authority of registrion shall onle notify the eign-funded enterprise or its vestors th the registrion is not comped. The eign-funded enterprise or its vestors may submit a separe applicion registrion of the same establishment or modificion, and such separe applicion shall be submitted with 5 busess days if such establishment or modificion h already been implemented.
The authority of registrion shall publish the result of registrion via the Integred Admistrion System, and the eign-funded enterprise or its vestors may quire the result of registrion the Integred Admistrion System.
Article 12 After the compion of registrion, the eign-funded enterprise or its vestors may receive the Registrion Return Receipt of Establishment of the Foreign-funded Enterprise or the Registrion Return Receipt of Modificion of the Foreign-funded Enterprise ( hereafter erred to the “Registrion Return Receipt”) the authority of registrion producg the prior approval merials (copies) or the busess license (copy) of the eign-funded enterprise.
Article 13 The Registrion Return Receipt issued the authority of registrion shall conta the followg contents:
(1) the eign-funded enterprise or its vestors h submitted the merials registrion of establishment or modificion which conm to the pro ma requirements;
(2) the items regardg the establishment or modificion registered;the items regardg the establishment or modificion fall with the scope of registrion;
(3) with or not with the scope of imported equipment entitled to the tax relief stipuled the Ste.
Article 14 The competent authorities of commerce shall supervise and spect the compliance and implemention of these Meures the eign-funded enterprises and their vestors.
The competent authorities of commerce may implement their supervision and spection such methods conductg the ranm spection, makg the spection upon the report on an offense, makg the spection upon the proposal and mion warded and lected the relevant department or judicial authority, and makg the ex officio spection on its own itiive.
The competent authorities of commerce shall closely work and coopere, and strengthen the share of mion with the relevant admistrive authorities such the authorities of the security, Ste-owned s, customs, taxion, dus and commerce, securities and eign exchange. The competent authorities of commerce shall timely m the relevant authority of any offense of any eign-funded enterprise or its vestors discovered them durg their supervision and spection but not fallg with their duties.
Article 15 The competent authorities of commerce shall supervise and spect the eign-funded enterprises and their vestors through the supervision and spection on the spection objects ranmly ed accordg to the registrion numbers of the eign-funded enterprises implemented the ranmly ed spection personnel of such authorities pursuant to the fair and standard requirements. The results of such ranm spection shall be published the competent authorities of commerce via the eign vestment mion publishg plm of the Mis of Commerce.
Article 16 Any citizen, legal person or other organizion may report to the competent authorities of commerce on any discovered offense of these Meures any eign-funded enterprise or its vestors. The competent authorities of commerce shall implement necessary vestigion after receivg the report if the report is submitted writg, the .person beg reported agast is defite, and the relevant facts and evidence are provided.
Article 17 Other relevant departments or judicial authorities may submit proposal to the competent authorities of commerce supervision and spection when discoverg any offense of these Meures any eign-funded enterprise or its vestors durg their permance of duties, and the competent authorities of commerce shall timely spect upon receipt of such proposal.
Article 18 The competent authorities of commerce may make the ex officio spection on its own itiive of any eign-funded enterprise or its vestors failg to register accordance with these Meures, or conducted registrion, or not cooperg with the supervision or spection, or declg to perm any admistrive penalty decision record of the competent authorities of commerce.
Article 19 The contents of supervision and spection made the competent authorities of commerce on the eign-funded enterprises and their vestors shall clude:
(1) whether they have conducted the registrion procedures accordance with these Meures;
(2) whether the registrion mion submitted the eign-funded enterprises or their vestors is , accure and compe;
(3) whether they engage any vestment or busess activity any prohied vestment area listed the special admistrive meures permits stipuled the Ste;
(4) whether they engage any vestment or busess activity with beg permitted any restricted vestment area listed the special admistrive meures permits stipuled the Ste;
(5) whether there is any circumstance triggerg the nional security scruty;
(6) whether there is any gery, alterion, lee, lendg or signment of the Registrion Return Receipt ;
(7) whether they perm the admistrive penalty decisions made the competent authorities of commerce.
Article 20 When makg spection, the competent authorities of commerce may check the relevant merials or require the persons beg spected to provide the relevant merials and the persons beg spected shall provide truthfully.
Article 21 The competent authorities of commerce shall neither impede the normal production and operion activities of the persons beg spected when makg spection, nor accept any property or service provided the persons beg spected, nor pursue any other illegal terest.
Article 22 The competent authorities of commerce and other competent authorities shall record the eign vestment credit filg system of the Mis of Commerce the mion lectg the credit of the eign-funded enterprises or their vestors acquired them durg their supervision and spection. Further, with respect to any failure to register accordance withthese Meures, any registrion, any gery, alterion, lee, lendg and signment of the Registrion Return Receipt , any failure to coopere with the supervision or spection, or declg to perm any admistrive penalty decision made the competent authorities of commerce, the competent authorities of commerce shall publish the relevant credit mion via the eign vestment mion publishg plm of the Mis of Commerce.
The Mis of Commerce and the relevant mistries share the credit mion of the eign-funded enterprises and their vestors.
The credit mion published or shared the competent authorities of commerce under the egog two paragraphs shall not clude any personal privacy or trade secret of any eign-funded enterprise or its vestors or nional secret.
Article 23Any eign-funded enterprise and its vestors may quire the credit mion regardg itself/themselves the eign vestment credit filg system of the Mis of Commerce, and if thkg the relevant recorded mion is not compe or is erroneous, may produce the relevant proof and apply to the competent authority of commerce amendment. The amendment will be made if it is after verificion.
With respect to the records of dishonesty a result of an offence of these Meures, the eign-funded enterprise or its vestors es not conduct any act violg these Meures with 3 years after rectified the offence and permed the relevant obligions, the competent authority of commerce shall such records of dishonesty.
Article 24 The competent authority of commerce shall ordered any eign-funded enterprise or its vestors violg these Meures, failg to perm the obligions registrion or any merial omission when registerg, to rectify with the specified time ; and a fe amountg to than 30,000 Yuan shall be imposed on if the eign-funded enterprise or its vestors fails to rectify with the specified time or the violion is gross.
Any eign-funded enterprise or its vestors violg these Meures, evadg fulfillment of the obligions registrion, concealg any fact, providg misleadg or mion, or gg, alterg, leg, lendg or signg the Registrion Return Receipt shall be ordered to rectify with the specified time and imposed on a fe amountg to than 30,000 Yuan the competent authority of commerce. With respect to the offence of any other law or regulion, the correspondg legal liabilities shall be vestiged the relevant authorities.
Article 25 Any eign-funded enterprise or its vestors engagg any vestment or busess activity with beg permitted any restricted vestment area listed the special admistrive meures permits stipuled the Ste shall be ordered to rectify with the specified time and imposed on a fe amountg to than 30,000 Yuan the competent authority of commerce. With respect to the offence of any other law or regulion, the correspondg legal liabilities shall be vestiged the relevant authorities.
Article 26 Any eign-funded enterprise or its vestors engagg any vestment or busess activity any prohied vestment area listed the special admistrive meures permits stipuled the Ste shall be ordered to rectify with the specified time and imposed on a fe amountg to than 30,000 Yuan the competent authority of commerce. With respect to the offence of any other law or regulion, the correspondg legal liabilities shall be vestiged the relevant authorities.
Article 27 Any eign-funded enterprise or its vestors evadg, declg or otherwise prg the competent authority of commerce supervisg or spectg shall be ordered to rectify and may be imposed on a fe amountg to than 10,000 Yuan the competentauthority of commerce.
Article 28 Any relevant official abusg authority, neglectg duties, playg favoritism, committg irregularities or solicitg or acceptg bribes shall be given the admistrive sanction, and if itutg a crimal offence, shall sume the crimal liabilities under the law.
Article 29 With respect to the establishment and modificion of the eign-funded enterprises which have been accepted the competent authorities of commerce prior to the implemention of these Meures, but have not been approved and fall with the scope of registrion, the approval procedures shall terme and the eign-funded enterprises or their vestors shall conduct the registrion procedures accordance with these Meures.
Article 30 The eign vestment subject to the antitrust scruty shall be handled accordance with the relevant regulions.
Article 31 The eign vestment subject to the nional security scruty shall be handled accordance with the relevant regulions. If the registrion authority considers th any eign vestment may be subject to the antitrust scruty when handlg the registrion procedures or supervisg or spectg, but the vestors of the eign-funded enterprise not apply to the Mis of Commerce the nional security scruty, the registrion authority shall timely m the vestors of applyg to the Mis of Commerce the nional security scruty, suspend handlg the relevant procedures, and simultaneously report such mion to the Mis of Commerce.
Article 32 The eign-funded vestment enterprises (cludg vestment companies and venture vestment enterprises) shall be treed the eign vestors and subject to these Meures.
Article 33 The vestments made the vestors Hong Kong Special Admistrive Region, Macao Special Admistrive Region and Taiwan Region which are not subject to the special admistrive meures permits stipuled the Ste shall be conducted errg to these Meures.
Article 34 With respect to the service provider Hong Kong vestg the Maland only the service trade are open to Hong Kong listed the Service Trade Agreement under the Closer Economic Partnership Arrangement between Maland and Hong Kong and the service provider Macao vestg the Maland only the service trade are open to Macao listed the Service Trade Agreement under the Closer Economic Partnership Arrangement between Maland and Macao, the registrion establishment and modificion of the companies vested them shall be handled accordance with Meures the Admistrion of Registrion of Investment Service Providers Hong Kong and Macao the Maland (Provisional).
Article 35 These Meures shall prevail if there is any discrepancy between these Meures and the regulions and relevant cuments promulged the Mis of Commerce prior to these Meures comg to ce.
Article 36 The competent authorities of pilot trade zones and nional economic and technological development zones shall supervise and spect the compliance with these Meures the eign-funded enterprises such zones and their vestors accordance with Chapters III and IV of these Meures.
Article 37 These Meures shall come to ce on the de of their promulgion. The Meures the Admistrion of Registrion of Foreign Investment Pilot Free Trade Zones (Provisional) (Announcement No. 12 [2015], the Mis of Commerce) shall be abroged simultaneously.
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JAMES 2017/01/04
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