Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2019)
Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2019)
Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2019)
Order of the State Administration for Market Regulation No.14
August 8, 2019
(Promulgated by the Order of the State Administration for Industry and Commerce No.47 on January 29, 2010; revised for the first time on February 20, 2014 according to the Decision of the State Administration for Industry and Commerce on Amending Such Rules as the Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises, the Administrative Measures for the Registration of Sole Proprietorship Enterprises and the Administrative Measures for the Registration of Individually-owned Businesses issued by the Order of the State Administration for Industry and Commerce No.63; and revised for the second time according to the Decision of the State Administration for Market Regulation on Revising Four Rules Including the Detailed Rules for the Implementation of the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons issued by the Order of the State Administration for Market Regulation No. 14 on August 8, 2019)
Chapter I General Provisions
Article 1 With a view to regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals, facilitating foreign enterprises or individuals to invest in China in the form of establishing partnership enterprises and expanding the external economic cooperation and technical exchange, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (hereinafter referred to as the "Provisions") are hereby formulated in accordance with the Partnership Enterprise Law of the People's Republic of China (hereinafter referred to as the "Partnership Enterprise Law"), the Administrative Measures for the Establishment of Partnership Enterprises in China by Foreign Enterprises or Individuals and the Administrative Measures of the People's Republic of China for the Registration of Partnership Enterprises (hereinafter referred to as the "Administrative Measures for Registration of Partnership Enterprises").
Article 2 For the purpose of the Provisions, the term "foreign-invested partnership enterprises" refers to the partnership enterprises established within the territory of China by more than two foreign enterprises or individuals and those established within the territory of China by foreign enterprises or individuals together with Chinese natural persons, legal persons or other organizations.
Establishment, alteration and cancellation of foreign-invested partnership enterprises shall be governed by the Provisions.
To apply for the registration of foreign-invested partnership enterprises, the applicants shall be responsible for the authenticity of their application materials.
Article 3 Foreign-invested partnership enterprises shall abide by provisions of the Partnership Enterprise Law and the relevant laws, administrative regulations and rules and shall conform to the industrial policies regarding foreign investment.
The state encourages foreign enterprises or individuals with advanced technologies and management experience to establish partnership enterprises within the territory of China so as to promote the development of the service industry and other industries.
Foreign-invested partnership enterprises shall not be established in such fields indicated in the Catalogue for the Guidance of Foreign Investment Industries as forbidden categories, "limited to joint ventures", "limited to cooperative joint ventures", "limited to joint ventures and cooperative joint ventures", "with Chinese parties holding a relative majority of shares", "with Chinese parties holding a relative majority of shares" and those with certain proportion of foreign investment required.
Article 4 Any foreign-invested partnership enterprise shall not commence operational activities until it has been legally registered and obtained the Business License of Foreign-invested Partnership Enterprise.
Article 5 The State Administration for Market Regulation shall be in charge of the nationwide registration administration of foreign-invested partnership enterprises.
Local authorities for market regulation authorized by the State Administration for Market Regulation to approve and register foreign-invested enterprises (hereinafter referred to as the "registration authorities") shall be responsible for the registration administration of foreign-invested partnership enterprises within their own jurisdiction.
The authorities for market regulation of provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan and sub-provincial cities shall be responsible for the registration administration of foreign-invested partnership enterprises with investment as their principal business.
Chapter II Registration of Establishment
Article 6 To establish a foreign-invested partnership enterprise, conditions specified in the Partnership Enterprise Law and the Administrative Measures for Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals shall be met.
Solely state-owned companies, state-owned enterprises, listed companies and public welfare institutions and social organizations shall not become general partners of the said partnership enterprises.
Article 7 Registration particulars of foreign-invested partnership enterprises include:
1.
......
Order of the State Administration for Market Regulation No.14
August 8, 2019
(Promulgated by the Order of the State Administration for Industry and Commerce No.47 on January 29, 2010; revised for the first time on February 20, 2014 according to the Decision of the State Administration for Industry and Commerce on Amending Such Rules as the Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises, the Administrative Measures for the Registration of Sole Proprietorship Enterprises and the Administrative Measures for the Registration of Individually-owned Businesses issued by the Order of the State Administration for Industry and Commerce No.63; and revised for the second time according to the Decision of the State Administration for Market Regulation on Revising Four Rules Including the Detailed Rules for the Implementation of the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons issued by the Order of the State Administration for Market Regulation No. 14 on August 8, 2019)
Chapter I General Provisions
Article 1 With a view to regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals, facilitating foreign enterprises or individuals to invest in China in the form of establishing partnership enterprises and expanding the external economic cooperation and technical exchange, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (hereinafter referred to as the "Provisions") are hereby formulated in accordance with the Partnership Enterprise Law of the People's Republic of China (hereinafter referred to as the "Partnership Enterprise Law"), the Administrative Measures for the Establishment of Partnership Enterprises in China by Foreign Enterprises or Individuals and the Administrative Measures of the People's Republic of China for the Registration of Partnership Enterprises (hereinafter referred to as the "Administrative Measures for Registration of Partnership Enterprises").
Article 2 For the purpose of the Provisions, the term "foreign-invested partnership enterprises" refers to the partnership enterprises established within the territory of China by more than two foreign enterprises or individuals and those established within the territory of China by foreign enterprises or individuals together with Chinese natural persons, legal persons or other organizations.
Establishment, alteration and cancellation of foreign-invested partnership enterprises shall be governed by the Provisions.
To apply for the registration of foreign-invested partnership enterprises, the applicants shall be responsible for the authenticity of their application materials.
Article 3 Foreign-invested partnership enterprises shall abide by provisions of the Partnership Enterprise Law and the relevant laws, administrative regulations and rules and shall conform to the industrial policies regarding foreign investment.
The state encourages foreign enterprises or individuals with advanced technologies and management experience to establish partnership enterprises within the territory of China so as to promote the development of the service industry and other industries.
Foreign-invested partnership enterprises shall not be established in such fields indicated in the Catalogue for the Guidance of Foreign Investment Industries as forbidden categories, "limited to joint ventures", "limited to cooperative joint ventures", "limited to joint ventures and cooperative joint ventures", "with Chinese parties holding a relative majority of shares", "with Chinese parties holding a relative majority of shares" and those with certain proportion of foreign investment required.
Article 4 Any foreign-invested partnership enterprise shall not commence operational activities until it has been legally registered and obtained the Business License of Foreign-invested Partnership Enterprise.
Article 5 The State Administration for Market Regulation shall be in charge of the nationwide registration administration of foreign-invested partnership enterprises.
Local authorities for market regulation authorized by the State Administration for Market Regulation to approve and register foreign-invested enterprises (hereinafter referred to as the "registration authorities") shall be responsible for the registration administration of foreign-invested partnership enterprises within their own jurisdiction.
The authorities for market regulation of provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan and sub-provincial cities shall be responsible for the registration administration of foreign-invested partnership enterprises with investment as their principal business.
Chapter II Registration of Establishment
Article 6 To establish a foreign-invested partnership enterprise, conditions specified in the Partnership Enterprise Law and the Administrative Measures for Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals shall be met.
Solely state-owned companies, state-owned enterprises, listed companies and public welfare institutions and social organizations shall not become general partners of the said partnership enterprises.
Article 7 Registration particulars of foreign-invested partnership enterprises include:
1.
......