Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2014)
Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2014)
Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (Revised in 2014)
Order of the State Administration for Industry and Commerce No.63
February 20, 2014
(Promulgated under the Order of the State Administration for Industry and Commerce No.47 on January 29, 2010 and revised on February 20, 2014 in accordance with the Order of the State Administration for Industry and Commerce No.63, 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.)
Chapter I General Provisions
Article 1 For purposes of 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 enlarging the foreign 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 the 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 satisfy 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", "Chinese partner shall hold the majority of shares", "Chinese partner shall hold the majority of shares relatively" 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 Industry and Commerce shall be in charge of the nationwide registration administration of foreign-invested partnership enterprises.
Local authorities for industry and commerce authorized by the State Administration for Industry and Commerce 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 industry and commerce 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 taking 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 satisfied.
Solely state-owned companies, state-owned enterprises, listed companies and public welfare institutions and social organizations shall not be general partners of the said partnership enterprises.
Article 7 Registration particulars of foreign-invested partnership enterprises include:
1. name;
2. principal business premises;
3. executive partners;
4. business scope;
5. partnership enterprise type; and
6. partners' name or title, state (region) and residence, responsibility assuming mode, amount of subscribed or actually contributed capital, time limit for contribution, modes of contribution and assessment methods.
Where the partnership agreement stipulates the term of partnership, registration particulars shall include the term of partnership.
Where executive partners are foreign enterprises, Chinese legal persons or other organizations, registration particulars shall include representatives designated by such foreign enterprises, Chinese legal persons or other organizations (hereinafter referred to as "designated representatives").
Article 8 The name of a foreign-invested partnership enterprise shall conform to the state provisions concerning administration of enterprise name registration.
Article 9 Any foreign-invested partnership enterprise shall have only one principal business premise, and such premise shall be located within the administrative region of the registration authority where such partnership enterprise is registered.
Article 10 Where the partnership agreement makes no provision or all general partners make no decision on entrusting executive partners, all general partners are executive partners.
Limited partners shall not be executive partners.
Article 11 Types of foreign-invested partnership enterprises include foreign-invested general partnership enterprises (including special general partnership enterprises) and foreign-invested limited partnership enterprises.
Article 12 For establishing foreign-invested partnership enterprises, representatives designated or proxies jointly appointed by all partners shall apply to the registration authorities for registration of establishment.
For applying for establishment of a foreign-invested partnership enterprise, the following documents shall be provided to the registration authority:
1.
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