Laws of the People's Republic of China

PROCEDURES FOR THE REGISTRATION, EXAMINATION AND
APPROVAL OF JOINT VENTURES USING CHINESE AND
FOREIGN INVESTMENT

(Issued by the State Administration for Industry
and Commerce on April 24 1981)

 

SUBJECT: EQUITY JOINT VENTURES

ISSUING-DEPT: STATE ADMINISTRATION OF INDUSTRY & COMMERCE

ISSUE-DATE: 04/24/1981

IMPLEMENT-DATE: 04/24/1981

LENGTH: 1259 words

TEXT:

[Article 1] These Procedures for registration, examination and approval are formulated in accordance with the "Regulations of the People's Republic of China on the Registration and Administration of Joint Ventures Using Chinese and Foreign Investment" promulgated by the State Council of the People's Republic of China.

[Article 2] Joint ventures between Chinese and foreign investors (hereinafter called "joint ventures") must apply for registration with the administrations for industry and commerce in the provinces, municipalities or autonomous regions where they are located within 30 days of approval by the Foreign Investment Control Commission of the People's Republic of China (hereinafter called the "State Foreign Investment Control Commission") or the provincial, municipal and autonomous regional governments it entrusts.

[Article 3] A joint venture, when applying for registration, must present the following certificates and materials:

(1) A request or registration signed by the chairman and vice-chairman of the board of directors or the general manager and deputy general manager (one each from the Chinese and foreign sides);

(2) The certificate of approval issued by the State Foreign Investment Control Commission. Those approved by the provinces, municipalities and autonomous regions as entrusted by the State Foreign Investment Control Commission must present the certificates of approval issued by the provinces, municipalities and autonomous regions where the joint ventures are located;

(3) The agreement, contract and regulations of the joint venture (both in Chinese and foreign languages in triplicate);

(4) A feasibility study report of the joint venture;

(5) The legitimate business certificate issued by the competent government department in the country (or region) where the foreign partner resides; and

(6) Verified documents concerning construction conditions such as environmental protection, urban construction, water and power supply, etc. issued by the relevant departments of the people's government in the city or county where the joint venture is located.

[Article 4] A joint venture applying for registration must fill out the application form in triplicate. The forms shall be printed and distributed in a unified way by the State Administration for Industry and Commerce. The joint venture must truthfully fill out the items listed in the form. The chairman and vice-chairman of the board of directors or the general manager and deputy general manager shall be held fully responsible for the contents submitted therein.

[Article 5] The State Administration for Industry and Commerce shall reply within one month of receiving the registration application form of the joint venture and the related documents. Its procedure of examination and approval is as follows:

(1) The provincial, municipal or autonomous regional administration for industry and commerce that handles the application shall examine the above-mentioned certificates and application form presented by the joint venture, and write an examination report. Where anything is found not in accordance with the stipulations, the applicant shall be promptly notified to make alterations.

(2) The provincial, municipal or autonomous regional administration for industry and commerce that handles the application shall send to the State Administration for Industry and Commerce for approval all the documents and application forms together with the examination report, apart from keeping a copy of the agreement, contract and regulations of the joint venture and sending another copy to the administration for industry and commerce in the city or county where the joint venture is located.

(3) The State Administration for Industry and Commerce, having approved the above documents, shall reply to the relevant provincial, municipal or autonomous regional administration for industry and commerce, instructing the latter to issue on its behalf "Notice of Approved Registration" and "Business License of the People's Republic of China".

(4) The items "Examination, Approval and Comments by the State Administration for Industry and Commerce of the People's Republic of China" in the application form shall be signed by the general director or the deputy general director in charge. Where the general director authorises the director of the provincial, municipal or autonomous regional administration for industry and commerce to sign on his behalf, he shall issue the certificate of authorisation.

[Article 6] Where a joint venture moves site, changes to another line of production, adds or reduces or transfers its registered capital, or extends the term of the contract, it must, within one month of approval by the State Foreign Investment Control Commission, submit the approval certificate to the administration for industry and commerce in the province, municipality or autonomous region where the joint venture is located, to change the registration. Where the chairman of the board of directors or the general manager of a joint venture is changed, it must immediately change the registration, fill out the registration change form and change the business license.

Where there is any change in respect of the contents of the registration, it must be reported at the end of the year to the administration for industry and commerce in the province, municipality or autonomous region where the joint venture is located.

[Article 7] Where a joint venture wishes to conduct business abroad and to obtain a "Business Certificate of the People's Republic of China", it must apply to the administration for industry and commerce in the province, municipality or autonomous region where it is located, and send a draft business certificate in duplicate to the State Administration for Industry and Commerce. The business certificate shall be issued by the department that handles the application on behalf of the State Administration for Industry and Commerce upon the latter's approval.

[Article 8] A joint venture, during registration or when amending the registration, shall pay fees according to the "Provisional Regulations of the People's Republic of China on the Standards of Registration Fees to be Paid by Joint Ventures Using Chinese and Foreign Investment" prepared by the State Administration for Industry and Commerce.

[Article 9] A joint venture whose contract term expires or terminates ahead of time, must bring the approval documents of the State Foreign Investment Control Commission and the certificates of the Ministry of Finance and the Bank of China concerning the clearance of property to the department that handled its registration and go through the procedures to cancel the registration and hand in the business licence.

[Article 10] Upon the termination of the joint venture contract, if the Chinese party wishes to continue the business, it must register anew and obtain another business licence.

[Article 11] The procedures of applying for registration and its examination and approval regarding enterprises jointly run by overseas Chinese, compatriots in Xianggang (Hong Kong) and Aomen (Macao) or their firms or enterprises together with other economic organisations in various localities or departments shall be handled with reference to these Procedures.

[Article 12] Matters not included in these Procedures shall be amended or revised by the State Administration for Industry and Commerce.