Interim Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested Enterprises (Revised in 2017)
Interim Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested Enterprises (Revised in 2017)
Interim Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested Enterprises (Revised in 2017)
Order of the Ministry of Commerce of the People's Republic of China [2017] No.2
July 30, 2017
Chapter I General Provisions
Article 1 In order to further expand opening-up, promote the reform of the foreign investment management system, improve the law-based, internationalized and facilitated business environment, the Interim Administrative Measures for the Record-filing of the Incorporation and Change of Foreign-invested Enterprises (these "Measures") are formulated in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures, the Law of the People's Republic of China on Sino-Foreign Cooperative Joint Ventures, the Law of the People's Republic of China on Wholly Foreign-owned Enterprises and the Company Law of the People's Republic of China and the relevant laws, administrative regulations and decisions of the State Council.
Article 2 If the incorporation and change of a foreign-invested enterprise does not involve the implementation of special access administrative measures prescribed by the state, these Measures shall apply.
Article 3 The competent commerce department under the State Council is responsible for the coordination and guidance of the record-filing of the incorporation and change of the nation-wide foreign-invested enterprises.
The competent commerce departments of all provinces, autonomous regions and municipalities directly under the Central Government, cities specifically designated in the state plan and Xinjiang Production and Construction Corps, cities at the deputy provincial level, the relevant institutions of pilot free trade zones and state-level economic and technological development zones are record-filing institutions for the incorporation and change of foreign-invested enterprises and responsible for the recording-filing administration for the incorporation and change of foreign-invested enterprises within their jurisdictions.
Record-filing institutions shall carry out the record-filing work through the foreign investment comprehensive administration information system (hereinafter referred to as the "comprehensive administration system").
Article 4 Foreign-invested enterprises and their investors shall provide the record-filing information in accordance with these Measures in a truthful, correct and complete manner, and fill in the letter of commitment for record-filing application, and ensure that there are no false descriptions, misleading statements or major omissions. Foreign-invested enterprises and their investors shall keep a good record of evidentiary materials related to the information already submitted for record-filing.
Chapter II Record-filing Procedures
Article 5 Where the incorporation of foreign-invested enterprises falls within the scope prescribed in these Measures, after obtaining the prior approval of the enterprise name, representatives designated by all investors (or all initiators of foreign-invested companies limited by shares) or their jointly-entrusted agents before the issuance of a business license, or representatives designated by foreign-invested enterprises or their entrusted agents within 30 days after the issuance of a business license, shall fill in online and submit an Application for Record-filing of the Incorporation of Foreign-invested Enterprises (the "Incorporation Application") and the relevant documents via the comprehensive administration system, and go through the record-filing procedures.
Where a non-foreign-invested enterprise changes into a foreign-invested enterprise due to acquisition, consolidation by merger or otherwise, which is subject to record-filing as stipulated in the Measures, it shall complete the record-filing formalities for incorporation and submit the Incorporation Application in accordance with Paragraph 1 hereof mutatis mutandis.
Article 6 Within the record-filing scope of these Measures, in the case of the following change matters, the designated representatives or entrusted agents of foreign-invested enterprises shall fill in online and submit an Application for Record-filing of the Change of Foreign-invested Enterprises (the "Change Application") and the relevant documents within 30 days upon the occurrence of the change via the comprehensive administration system, and handle the recording-filing procedures:
1. change of the basic information of foreign-invested enterprises, including name, registered address, type of business, operating period, investment industry, business type, operation scope, whether or not within the scope of tax exemption or reduction for imported equipment stipulated by the state, registered capital, total investment, organizational structure, and legal representative, as well as the information, contact persons and contact methods of the final actual controller of the foreign-invested enterprises;
2. change of the basic information of investors of foreign-invested enterprises, including name, nationality/region or address (place of registration or registered address), license type and number, capital subscription contribution, type of investment, investment period, sources of funds, change of the type of investor;
3. change to the basic information about the merger and acquisition transaction of the incorporated foreign-invested enterprise.
4. changes to equity (shares) or cooperation interest;
5. merger, division or dissolution;
6. foreign-invested enterprise mortgaging its property or rights and interests to others;
7.
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