Laws of the People's Republic of China

Measures for the Administration of Registration of Enterprises from Foreign Countries (Regions) Engaging in Production and Business within the Territory of China

Decree No.10, 1992 of State Administration for Industry and Commerce August 15, 1992

(Promulgated by Decree No. 10 of State Administration for Industry and Commerce on August, 15, 1992)

Article 1

These Measures are formulated in accordance with laws and regulations with a view to promoting economic cooperation with foreign countries, strengthening administration of enterprises from foreign countries (regions) (hereinafter referred to as foreign enterprises) that are engaged in production and business within the territory of China, protecting their legitimate rights and interests, and maintaining economic order.

Article 2

According to relevant laws and regulations, foreign enterprises, approved by the State Council and administrative authorities authorized by the State Council (hereinafter referred to as examination and approval authorities) and engaged in production and business with the territory of China, shall register with the State Administration for Industry and Commerce or the local administrations for industry and commerce authorized by the State Administration for Industry and Commerce (hereinafter referred to as the administrative departments of registration). Foreign enterprises may start production and business only when their applications for registration have been examined and approved by administrative departments of registration and they are given Business Licenses of People Republic of China (hereinafter referred to as Business Licenses. Foreign enterprises, who fail to be approved by the examination and approval authorities and whose applications for registration fail to be examined and approved by administrative departments of registration, may not be engaged in production and business within the territory of China.

Article 3

According to the state's laws and regulations in force, foreign enterprises shall apply for registration if they are engaged in the following production and business:

(1)

Exploration and exploitation of onshore and offshore oil and other mineral resources,

(2)

Contract projects for the construction and decoration of houses and civil engineering, or the installation of circuit pipelines and equipment,

(3)

Operation and management of foreign-invested enterprises by contracts or authorization,

(4)

Branches established in China by foreign banks, and

(5)

Other production and business permitted by the State.

Article 4

When the projects for production and business conducted by foreign enterprises are approved by the examination and approval authorities, the foreign enterprises shall register with the administration departments of registration within 30 days of approval.

Article 5

When the foreign enterprises apply for registration, they shall submit the following documents or certificates:

(1)

Applications signed by the chairperson of the board of directors or general manager, and

(2)

Documents and certificates approved by the examination and approval authorities.

Those engaged in the exploration and exploitation of onshore and offshore oil and other mineral resources shall submit documents approved by the Ministry of Foreign Trade and Economic Cooperation; those engaged in contract projects for offshore oil shall submit approval letter issued by China National Offshore Oil Corporation; those engaged in contract projects for onshore oil shall submit approval letter issued by China National Petroleum Corporation or the entities authorized by it; those foreign banks that establish branches shall submit approval documents issued by People's Bank of China; those engaged in contract projects for the construction and decoration of houses and civil engineering, or the installation of circuit pipelines and equipment shall submit Qualification Certificate for Foreign-Owned Enterprises to Contract Projects issued by the Ministry of Construction; those engaged in operation and management of foreign-invested enterprises by contracts or authorization shall submit approval document issued by authorities in charge of the examination and approval of the contracts and articles of association of the foreign enterprises; those engaged in other production and business shall submit approval documents issued by administrative authorities concerned in accordance with the industry which their production and business belong to.

(3)

Contract for the production and business that foreign enterprises are engaged in (branches established in China by foreign banks are not subject to this item).

(4)

Legitimate certificate of operation for enterprises issued by the governments of the countries (regions) where the foreign enterprises are from,

(5)

Certificate of capital creditability of foreign enterprises,

(6)

Authorization letter issued by the China project person in-charge designated by the chairperson of the board of directors or the general manager of the foreign enterprises, his/her resume, and ID card, and

(7)

Other relevant documents

Article 6

Main items about the registration of the foreign enterprises: name of enterprise, catalogue of enterprise, address, director, amount of the fund, business scope, and period of business.

Name of enterprise refers to the name of the foreign enterprise stated in the legitimate certificate of operation, and it shall be consistent with the name in the contract signed by the foreign enterprise for production and business. When foreign banks establish branches in China, they shall name the branches after their own names with the name of the sites where the branches are located and "branch".

Catalogue of enterprise refers to divisions determined by the different elements of production and business that foreign enterprises are engaged, and the types are: exploration and exploitation of mineral resources, contract projects, foreign-funded banks and contract operation and management.

Address of enterprise refers to the sites where foreign enterprises are engaged in production and operation within the territory of China. If the residences of the foreign enterprises within the territory of China are inconsistent with the sites of their business, then they shall register both.

Director of enterprise refers to the project director designated by the chairperson of the board of directors or the general manager of the foreign enterprise.

Amount of the fund refers to the total expense of the foreign enterprise for production and business, such as the total amount of the contract, the accumulative expense of management of the foreign enterprise contracted or entrusted to operate and manage foreign-invested enterprises during its period of management, the expense for exploration, exploitation, production and operation in the cooperation of oil exploitation, operation funds of the branches of the foreign banks.

Business scope refers to the scope of production and business conducted by foreign enterprises within the territory of China. Period of business refers to the period of production and business conducted by foreign enterprises within the territory of China.

Article 7

Administrative departments of registration shall decide whether or not they will approve the registration within 30 days upon their acceptance of the applications submitted by foreign enterprises. Upon the approval, the administrative departments shall issue Business licenses to them.

Article 8

Based on the different categories of production and operation foreign enterprises are engaged in, the term of validity of "Business Licenses" shall be checked and ratified respectively in accordance with the following terms:

(1)

For foreign enterprises engaged in the exploration and exploitation of mineral resources, the term of validity of their Business Licenses will be checked and ratified in line with the terms of exploration, exploitation and production.

(2)

For branches set up by foreign banks, the term of validity of their Business Licenses is 30 years, and the licenses shall be renewed every 30 years. And

(3)

For foreign enterprises engaged in other production and business, the term of validity of their Business Licenses shall be checked and ratified based on the term of operation specified in their contracts.

Article 9

Foreign enterprises shall conduct business within the scope of production and business checked and ratified by the administrative departments of registration. Their legitimate rights and interests and business are protected by Chinese laws. Foreign enterprises may not conduct production and business beyond the scope of production and business checked and ratified by the administrative departments of registration.

Article 10

If foreign enterprises change their registration items, they shall apply to the administrative departments of registration for making changes in their registration within 30 days.

The procedures for handling the changes in registration and the documents and the certificates required to be submitted shall follow the provision in Article Five of these Measures.

Article 11

If foreign enterprises do not intend to apply for an extension of the registration at the expiration of the term of validity of the Business Licenses, or if they discontinue their contracts or agreements ahead of time, they shall apply to the original administrative departments of registration for cancellation of registration.

Article 12

When applying for cancellation of registration, foreign enterprises shall submit the following documents or certificates:

(1)

Applications for cancellation of registration signed by the chairperson of the board of directors or the general manager of the foreign enterprises;

(2)

Business Licenses, their duplicates and official seals;

(3)

Certificates showing the completion of taxes issued by the customs and taxation departments; and

(4)

Documents of approval on the applications for foreign enterprises' cancellation of registration issued by the competent departments in charge of their projects.

When checking and ratifying the foreign enterprises' cancellation of registration, the administrative departments of registration shall recall Business Licenses, their duplicates, official seals, cancel the register numbers, and notify relevant banks, such departments as taxation and customs and so on.

Article 13

Foreign enterprises shall pay registration fees when they register for business or for changes in registration. The fee standard for registration shall follow the provisions stipulated in Notification of the fee standard for the registration of enterprises as legal persons issued by the Ministry of Finance, the State Price Bureau and the State Administration for Industry and Commerce.

Article 14

Branches of foreign banks, foreign enterprises engaged in business management and that engaged in the exploration and exploitation of mineral resources shall receive annual check-up in the original administrative departments of registration before May every year. When receiving annual check-up, they shall submit Business Licenses, their duplicates, reports on last year's production and business, etc.

Article 15

Chinese enterprises that have signed contracts for production and business with foreign enterprises may notify timely the administration departments of registration of cooperation projects, contents and time, and assist the foreign enterprises in going through business registration, registration for changes, and cancellation of registration. If the Chinese enterprises fail to perform their duty, they shall bear commensurate responsibilities.

Article 16

What the administrative departments of registration mainly supervise and administer the foreign enterprises are as follows:

(1)

To supervise the foreign enterprises in going through business registration, registration for changes, and cancellation of registration according to these Measures;

(2)

To supervise the foreign enterprises in conducting production and business within the scope of business checked and ratified by the administrative departments of registration;

(3)

To supervise the foreign enterprises to receive annual check-up; and

(4)

To supervise the foreign enterprises to conform with Chinese laws and regulations.

Article 17

If foreign enterprises violate these Measures, the administrative departments of registration shall investigate and punish them in accordance with the articles concerning punishment of the Regulations of the People's Republic of China for Controlling the Registration of Enterprises as Legal Persons and Rules for Implementation thereof.

Article 18

Enterprises from Hong Kong, Macao, and Taiwan engaged in the above-mentioned production and business shall follow these Measures. Foreign enterprises with contracts for business management over domestic enterprises shall follow these Measures.

Article 19

The State Administration for Industry and Commerce is responsible for the interpretation of these Measures.

Article 20

These Measures shall take effect from October 1, 1992.