Regulations on the Supervision and Management of Non-Bank Payment Institutions
Regulations on the Supervision and Management of Non-Bank Payment Institutions
Regulations on the Supervision and Management of Non-Bank Payment Institutions
Order of the State Council of the People’s Republic of China No. 768
December 9, 2023
The Regulations on the Supervision and Management of Non-Bank Payment Institutions, adopted at the 19th executive meeting of the State Council on November 24, 2023, are now promulgated and will come into force on May 1, 2024.
Li Qiang, Premier
Regulations on the Supervision and Management of Non-Bank Payment Institutions
Chapter I General Provisions
Article 1 These Regulations are formulated in accordance with the Law of the People's Republic of China on the People's Bank of China, the E-Commerce Law of the People's Republic of China, and other laws to regulate the activities of non-bank payment institutions, protect the lawful rights and interests of the parties involved, prevent and resolve risks, and promote the healthy development of the non-bank payment sector.
Article 2 For the purposes of these Regulations, the term “non-bank payment institution” refers to a limited liability company or joint-stock limited company legally established within the territory of the People's Republic of China (hereinafter referred to as "within China", or “domestic”), excluding banking financial institutions, which has obtained a payment business permit to engage in payment business, including the transfer of monetary funds based on electronic payment instructions submitted by payees or payers (hereinafter collectively referred to as "users").
Non-bank institutions located outside the territory of the People's Republic of China (hereinafter referred to as "outside of China", or “overseas”) that intend to provide cross-border payment services to domestic users shall establish non-bank payment institutions within China, unless otherwise stipulated by the State.
Article 3 When conducting business, non-bank payment institutions shall abide by laws and administrative regulations, adhere to the principles of security, efficiency, integrity, and fair competition, regard providing small-sum payment services to facilitate the public as their purpose, and safeguard national financial security, and must not harm national interests, public interests, or the lawful rights and interests of others.
Article 4 The supervision and management of non-bank payment institutions shall be implemented in line with the policies, decisions, and plans of the Party and the State, which shall center around and serve the real economy, coordinate development and security, and maintain the order of fair competition.
The People's Bank of China (PBC) shall implement supervision and management of non-bank payment institutions in accordance with the law. Branches of the PBC shall perform their supervisory and management responsibilities as authorized by the PBC.
Article 5 Non-bank payment institutions shall comply with regulations, including those related to anti-money laundering, counter-terrorism financing, anti-telecommunications fraud, prevention and addressing of illegal fundraising, and combating gambling, and adopt necessary measures to prevent illegal and criminal activities.
Chapter II Establishment, Changes, and Termination
Article 6 The establishment of a non-bank payment institution shall be subject to the approval of the PBC and the issuance of a payment business permit. The term "payment" shall be indicated in the name of any non-bank payment institution.
Without legal approval, any organization or individual is prohibited from engaging in payment business or doing so in a disguised manner, and prohibited from using the term "payment" in their organizational name and business scope, unless otherwise stipulated by laws, administrative regulations, or the State. In cases where an institution’s payment business permit is legally revoked, the term "payment" shall not remain in the institution's name and business scope.
Article 7 The establishment of a non-bank payment institution shall comply with the provisions of the Company Law of the People's Republic of China and meet the following requirements:
(1) It has the registered capital as required by these Regulations;
(2) Its substantial shareholders and actual controllers have good financial standing, good records of integrity, and no records of significant violations of laws and regulations in the prior three years; if the substantial shareholders or actual controllers are companies, their equity structure shall be clear and transparent, with no ownership disputes;
(3) Its proposed directors, supervisors, and executives are familiar with relevant laws and regulations, have operational and managerial competence required to fulfill their responsibilities, and have no records of significant violations of laws and regulations in the prior three years;
(4) It has business premises, security measures, as well as business systems, facilities, and technology that comply with regulations;
(5) It has a sound corporate governance structure, internal control and risk management systems, exit plan, and user rights protection mechanism; and
(6) It meets other prudential requirements stipulated in laws, administrative regulations, and the rules of the PBC.
Article 8 The minimum registered capital for the establishment of a non-bank payment institution is CNY 100 million, and it shall be paid-up monetary capital.
The PBC may increase the required minimum registered capital specified in the preceding paragraph based on factors such as the business type, geographical scope of operations, and business scale of a non-bank payment institution.
Shareholders of non-bank payment institutions shall contribute capital using their proprietary funds and must not use entrusted funds, loan funds, and other non-proprietary funds for capital contributions.
Article 9 Applicants for the establishment of a non-bank payment institution shall submit an application along with proof of compliance with the requirements outlined in Article 7 and Article 8 of these Regulations, to the PBC.
Article 10 The PBC shall render a decision to approve or reject an application within six months of the date of accepting it. In the case of approval, it shall issue a payment business permit and make an announcement. In the case of rejection, it shall notify the applicant in writing, along with the reasons provided.
A payment business permit shall state the business type and geographical scope of operations that a non-bank payment institution is permitted to engage in.
Article 11 Upon receiving the payment business permit, the applicant shall promptly complete registration procedures with the market regulatory authorities and obtain a business license.
If a non-bank payment institution fails to conduct payment business for more than two consecutive years without good cause after its establishment, the PBC may revoke its payment business permit.
Article 12 The principal place of business of a non-bank payment institution shall be consistent with its registered domicile. If a non-bank payment institution intends to provide payment services for contracted merchants operating offline outside the province, autonomous region, or municipality directly under the Central Government where its registered domicile is located, it shall establish branches in accordance with regulations and file records with the PBC.
The term “contracted merchant”, as used in these Regulations, refers to a business entity with which a non-bank payment institution has entered into a payment service agreement, and for which the institution conducts fund settlements in accordance with that agreement.
Article 13 Non-bank payment institutions shall obtain approval from the PBC for the following matters:
(1) Change of name, registered capital, business type, or geographical scope of operations;
(2) Change of domicile across provinces, autonomous regions, or municipalities directly under the Central Government;
(3) Change of substantial shareholders or actual controllers;
(4) Change of directors, supervisors, or executives; and
(5) Merger or separation.
If a non-bank payment institution applies for a change of name or registered capital, the PBC shall render a written decision to approve or reject the application within one month of the date of accepting it.
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Order of the State Council of the People’s Republic of China No. 768
December 9, 2023
The Regulations on the Supervision and Management of Non-Bank Payment Institutions, adopted at the 19th executive meeting of the State Council on November 24, 2023, are now promulgated and will come into force on May 1, 2024.
Li Qiang, Premier
Regulations on the Supervision and Management of Non-Bank Payment Institutions
Chapter I General Provisions
Article 1 These Regulations are formulated in accordance with the Law of the People's Republic of China on the People's Bank of China, the E-Commerce Law of the People's Republic of China, and other laws to regulate the activities of non-bank payment institutions, protect the lawful rights and interests of the parties involved, prevent and resolve risks, and promote the healthy development of the non-bank payment sector.
Article 2 For the purposes of these Regulations, the term “non-bank payment institution” refers to a limited liability company or joint-stock limited company legally established within the territory of the People's Republic of China (hereinafter referred to as "within China", or “domestic”), excluding banking financial institutions, which has obtained a payment business permit to engage in payment business, including the transfer of monetary funds based on electronic payment instructions submitted by payees or payers (hereinafter collectively referred to as "users").
Non-bank institutions located outside the territory of the People's Republic of China (hereinafter referred to as "outside of China", or “overseas”) that intend to provide cross-border payment services to domestic users shall establish non-bank payment institutions within China, unless otherwise stipulated by the State.
Article 3 When conducting business, non-bank payment institutions shall abide by laws and administrative regulations, adhere to the principles of security, efficiency, integrity, and fair competition, regard providing small-sum payment services to facilitate the public as their purpose, and safeguard national financial security, and must not harm national interests, public interests, or the lawful rights and interests of others.
Article 4 The supervision and management of non-bank payment institutions shall be implemented in line with the policies, decisions, and plans of the Party and the State, which shall center around and serve the real economy, coordinate development and security, and maintain the order of fair competition.
The People's Bank of China (PBC) shall implement supervision and management of non-bank payment institutions in accordance with the law. Branches of the PBC shall perform their supervisory and management responsibilities as authorized by the PBC.
Article 5 Non-bank payment institutions shall comply with regulations, including those related to anti-money laundering, counter-terrorism financing, anti-telecommunications fraud, prevention and addressing of illegal fundraising, and combating gambling, and adopt necessary measures to prevent illegal and criminal activities.
Chapter II Establishment, Changes, and Termination
Article 6 The establishment of a non-bank payment institution shall be subject to the approval of the PBC and the issuance of a payment business permit. The term "payment" shall be indicated in the name of any non-bank payment institution.
Without legal approval, any organization or individual is prohibited from engaging in payment business or doing so in a disguised manner, and prohibited from using the term "payment" in their organizational name and business scope, unless otherwise stipulated by laws, administrative regulations, or the State. In cases where an institution’s payment business permit is legally revoked, the term "payment" shall not remain in the institution's name and business scope.
Article 7 The establishment of a non-bank payment institution shall comply with the provisions of the Company Law of the People's Republic of China and meet the following requirements:
(1) It has the registered capital as required by these Regulations;
(2) Its substantial shareholders and actual controllers have good financial standing, good records of integrity, and no records of significant violations of laws and regulations in the prior three years; if the substantial shareholders or actual controllers are companies, their equity structure shall be clear and transparent, with no ownership disputes;
(3) Its proposed directors, supervisors, and executives are familiar with relevant laws and regulations, have operational and managerial competence required to fulfill their responsibilities, and have no records of significant violations of laws and regulations in the prior three years;
(4) It has business premises, security measures, as well as business systems, facilities, and technology that comply with regulations;
(5) It has a sound corporate governance structure, internal control and risk management systems, exit plan, and user rights protection mechanism; and
(6) It meets other prudential requirements stipulated in laws, administrative regulations, and the rules of the PBC.
Article 8 The minimum registered capital for the establishment of a non-bank payment institution is CNY 100 million, and it shall be paid-up monetary capital.
The PBC may increase the required minimum registered capital specified in the preceding paragraph based on factors such as the business type, geographical scope of operations, and business scale of a non-bank payment institution.
Shareholders of non-bank payment institutions shall contribute capital using their proprietary funds and must not use entrusted funds, loan funds, and other non-proprietary funds for capital contributions.
Article 9 Applicants for the establishment of a non-bank payment institution shall submit an application along with proof of compliance with the requirements outlined in Article 7 and Article 8 of these Regulations, to the PBC.
Article 10 The PBC shall render a decision to approve or reject an application within six months of the date of accepting it. In the case of approval, it shall issue a payment business permit and make an announcement. In the case of rejection, it shall notify the applicant in writing, along with the reasons provided.
A payment business permit shall state the business type and geographical scope of operations that a non-bank payment institution is permitted to engage in.
Article 11 Upon receiving the payment business permit, the applicant shall promptly complete registration procedures with the market regulatory authorities and obtain a business license.
If a non-bank payment institution fails to conduct payment business for more than two consecutive years without good cause after its establishment, the PBC may revoke its payment business permit.
Article 12 The principal place of business of a non-bank payment institution shall be consistent with its registered domicile. If a non-bank payment institution intends to provide payment services for contracted merchants operating offline outside the province, autonomous region, or municipality directly under the Central Government where its registered domicile is located, it shall establish branches in accordance with regulations and file records with the PBC.
The term “contracted merchant”, as used in these Regulations, refers to a business entity with which a non-bank payment institution has entered into a payment service agreement, and for which the institution conducts fund settlements in accordance with that agreement.
Article 13 Non-bank payment institutions shall obtain approval from the PBC for the following matters:
(1) Change of name, registered capital, business type, or geographical scope of operations;
(2) Change of domicile across provinces, autonomous regions, or municipalities directly under the Central Government;
(3) Change of substantial shareholders or actual controllers;
(4) Change of directors, supervisors, or executives; and
(5) Merger or separation.
If a non-bank payment institution applies for a change of name or registered capital, the PBC shall render a written decision to approve or reject the application within one month of the date of accepting it.
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