Interim Provisions concerning the Establishment of Foreign-invested Companies Limited by Shares (Revised in 2015)
Interim Provisions concerning the Establishment of Foreign-invested Companies Limited by Shares (Revised in 2015)
Interim Regulations concerning the Establishment of Foreign-invested Companies Limited by Shares (Revised in 2015)
Order of the Ministry of Commerce [2015] No. 2
October 28, 2015
(Issued by the Order of the Ministry of Foreign Trade and Economic Cooperation [1995] No. 1; revised according to the Decision of the Ministry of Commerce on Revising Some Regulations and Normative Documents on October 28, 2015)
Article 1 In order to further expand international economic and technological cooperation and exchanges and introduce foreign investment to boost the development of the socialist commodity economy, foreign companies, enterprises and other economic entities or individuals ("Foreign Shareholders") are allowed to establish foreign-invested companies limited by shares ("FICLS") in China, with Chinese companies, enterprises and other economic entities or individuals ("Chinese Shareholders"), based on the principle of mutual benefit.
Article 2 A "foreign-invested company limited by shares" as used herein means a company with corporate status established in accordance with these Regulations, the capital of which is divided into equal shares subscribed and held by both Chinese and foreign shareholders who assume liability for the company in proportion to their respective shares, and the company assumes liability for its debts with its total assets, and the shares acquired and held by Foreign Shareholders constitute more than 25% of the company's registered capital.
Article 3 FICLSs are a type of foreign-invested companies governed by Chinese laws, statutes, and relevant regulations on foreign-invested companies.
Article 4 FICLSs shall be established in accordance with the related national policies and regulations on foreign-invested companies. The State encourages the establishment of production-oriented companies based on advanced technologies.
Article 5 FICLSs may be established by promoters or by public offer.
Article 6 For FICLSs established by promoters, the promoters shall meet the requirements of the Company Law, and shall include at least one foreign promoter.
For FICLSs established by public offer, in addition to the requirements stated in the previous paragraph, there must be at least one promoter having a profit-making record in the past three consecutive years. If the promoter is a Chinese Shareholder, financial statements for the past three years by certified accountants shall be presented. If the promoter is a Foreign Shareholder, financial statements by certified accountants of the place where the shareholder reside shall be presented.
Article 7 The transfer of shares by the promoters shall be made at least three years after the registration of an FICLS and shall be approved by the original approval authorities.
Article 8 After reaching agreement on the establishment of an FICLS, the promoters may appoint one of them to handle the application procedures as follows:
1.
......
Order of the Ministry of Commerce [2015] No. 2
October 28, 2015
(Issued by the Order of the Ministry of Foreign Trade and Economic Cooperation [1995] No. 1; revised according to the Decision of the Ministry of Commerce on Revising Some Regulations and Normative Documents on October 28, 2015)
Article 1 In order to further expand international economic and technological cooperation and exchanges and introduce foreign investment to boost the development of the socialist commodity economy, foreign companies, enterprises and other economic entities or individuals ("Foreign Shareholders") are allowed to establish foreign-invested companies limited by shares ("FICLS") in China, with Chinese companies, enterprises and other economic entities or individuals ("Chinese Shareholders"), based on the principle of mutual benefit.
Article 2 A "foreign-invested company limited by shares" as used herein means a company with corporate status established in accordance with these Regulations, the capital of which is divided into equal shares subscribed and held by both Chinese and foreign shareholders who assume liability for the company in proportion to their respective shares, and the company assumes liability for its debts with its total assets, and the shares acquired and held by Foreign Shareholders constitute more than 25% of the company's registered capital.
Article 3 FICLSs are a type of foreign-invested companies governed by Chinese laws, statutes, and relevant regulations on foreign-invested companies.
Article 4 FICLSs shall be established in accordance with the related national policies and regulations on foreign-invested companies. The State encourages the establishment of production-oriented companies based on advanced technologies.
Article 5 FICLSs may be established by promoters or by public offer.
Article 6 For FICLSs established by promoters, the promoters shall meet the requirements of the Company Law, and shall include at least one foreign promoter.
For FICLSs established by public offer, in addition to the requirements stated in the previous paragraph, there must be at least one promoter having a profit-making record in the past three consecutive years. If the promoter is a Chinese Shareholder, financial statements for the past three years by certified accountants shall be presented. If the promoter is a Foreign Shareholder, financial statements by certified accountants of the place where the shareholder reside shall be presented.
Article 7 The transfer of shares by the promoters shall be made at least three years after the registration of an FICLS and shall be approved by the original approval authorities.
Article 8 After reaching agreement on the establishment of an FICLS, the promoters may appoint one of them to handle the application procedures as follows:
1.
......