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| Category | FOREIGN ECONOMIC RELATIONS AND TECHNOLOGICAL COOPERATION | Organ of Promulgation | The State Council | Status of Effect | In Force |
| Date of Promulgation | 1995-09-04 | Effective Date | 1995-09-04 |
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Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures |
|---|
Article 1 These Rules are enacted in accordance with the Law of the
People's Republic of China on Chinese-Foreign Contractual Joint Ventures.
Article 2 The establishment of Chinese-foreign contractual joint ventures
(hereinafter referred to as contractual joint ventures) within the territory
of China shall meet the development policies and industrial policies of the
state and shall abide by the state provisions on the direction of investment
of foreign funded enterprises.
Article 3 Contractual joint ventures shall develop their own business
freely in accordance with the law and conduct operational and managerial
activities within the scope of the approved agreements, contracts and articles
of association of the contractual joint ventures without any interference from
any organizations or individuals.
Article 4 Contractual joint ventures include those having attained the
status of Chinese legal persons and those not having attained the status of
Chinese legal persons in accordance with the law.
Where special provisions are provided for in Chapter IX of these Rules,
such provisions shall apply to the contractual joint ventures which do not
have the status of legal persons.
Article 5 The competent department of the Chinese party of the
contractual joint venture is also that of the contractual joint venture. Where
there are two or more Chinese parties, the authority for examination and
approval shall consult with the relevant departments to determine one
department to be the competent one, with the exceptions of those provided for
by law or administrative regulations.
The department responsible for the contractual joint venture shall Article 6 The establishment of contractual joint ventures shall be Where a contractual joint venture is established under one of the (1) Where the total investment amount is within the limit of the amount (2) Where the capital is raised by the contractual joint venture, and the (3) Where the export of products does not require to receive the export (4) Where there are other cases examined and approved by the department Article 7 Where a contractual joint venture is established, the following (1) The project proposal for establishing a contractual joint venture, (2) The feasibility study report jointly conducted by all parties to the (3) The agreement, contract and articles of association of the contractual (4) The business licenses or registration certificates of the (5) The name list of the chairman, vice-chairman and directors of the (6) Other documents whose submission is required by the examination and The documents listed in the preceding paragraph shall be submitted in The examination and approval authority shall decide whether to grant Article 8 The Ministry of Foreign Trade and Economic Cooperation shall The local people's government shall issue certificate of approval to a A contractual joint venture whose establishment has been approved shall Article 9 Under any of the following circumstances, approval will not be (1) Harming state sovereignty or social public interests; (2) Endangering state safety; (3) Causing pollution to the environment; (4) Other circumstances which violate the law, administrative regulations Article 10 The term "agreement of the contractual joint venture" as The term "contract of the contractual joint venture" as stipulated in The term "articles of association of the contractual joint venture" as In cases where discrepancies exist between the agreement or articles of The parties to the contractual joint venture also have the right not to Article 11 The agreement, the contract and the articles of association of Article 12 The contract of the contractual joint venture shall clearly (1) The name, place of registration, domicile of and the name, position (2) The name, domicile and scope of business of the contractual joint (3) The total investment sum and the registered capital of the contractual (4) The transfer of investments or conditions provided by the parties to (5) The distribution of earnings or products and the sharing of risks and (6) The composition of the board of directors or the joint management (7) The major equipment used for production, the productive technology and (8) Marketing arrangements for products sold inside and outside Chinese (9) Plans for revenue and expenditure regarding foreign currency; (10) The period of operation, dissolution and liquidation of the (11) Other obligations of the parties to the contractual joint venture and (12) The operational principles for finance, accounting and auditing; (13) The settlement of disputes between the parties to the contractual (14) The procedures for amending the contract of the contractual joint Article 13 The articles of association of the contractual joint venture (1) The name and domicile of the contractual joint venture; (2) The business scope and the period of cooperation of the contractual (3) The name, place of registration, domicile of and the name, position (4) The total investment sum and the registered capital of the contractual (5) The distribution of earnings or products and the sharing of risks and (6) The composition, powers and rules of procedure of the board of (7) The establishment, powers and working procedures of management (8) Provisions relating to such labour management as recruitment, (9) Systems of finance, accounting and auditing of the contractual joint (10) The procedures for the dissolution and liquidation of the contractual (11) The procedures for amending the articles of association of the Article 14 A contractual joint venture which has attained the status in The contractual joint venture is liable for covering the debts of the Article 15 The total investment sum in the contractual joint venture Article 16 The registered capital of the contractual joint venture means The registered capital of the contractual joint venture may not decrease Article 17 The parties to the contractual joint venture shall provide Article 18 The investment or conditions for cooperation contributed by In cases where the investment or conditions for cooperation contributed by In cases where the contractual joint venture has attained the status of Article 19 The parties to the contractual joint venture may contribute Article 20 The parties to the contractual joint venture shall, according In cases where each party to the contractual joint venture has not Article 21 In cases where one party to the contractual joint venture has Article 22 The investments or conditions for cooperation provided by the (1) The name of the contractual joint venture; (2) The date of establishment of the contractual joint venture; (3) The designation or name of each party to the contractual joint venture; (4) The contents of the investment or conditions for cooperation (5) The date on which the parties to the contractual joint venture (6) The serial number and the date of issue of the investment certificate. Copies of the investment certificate shall be submitted to the Article 23 If the parties to the contractual joint venture transfer all The examination and approval authority shall decide whether or not to Article 24 The contractual joint venture shall establish a board of Article 25 The board of directors or the joint management committee shall Article 26 The members of the board of directors or the joint management Article 27 The term of office of the members of the board of directors or Article 28 Meetings of the board of directors or the joint management Meetings of the board of directors or the joint management committee may All directors or committee members shall be notified ten days before a The meetings of the board of directors or the joint management committee Article 29 A resolution on the following matters must be adopted (1) An amendment of the articles of association of the contractual joint (2) An increase or decrease in the registered capital of the contractual (3) The dissolution of the contractual joint venture; (4) The mortgage of the assets of the contractual joint venture; (5) A merger, division or change in the corporate form of the contractual (6) Other matters agreed by the parties to the contractual joint venture Article 30 Except as otherwise stipulated in these Rules, the methods of Article 31 The chairman or the director is the legal representative of Article 32 The contractual joint venture shall have one general manager The general manager of the contractual joint venture shall be appointed Article 33 The general manager and the other high-ranking managers may Directors or committee members, as appointed by the board of directors or Article 34 When the general manager or other high-ranking managers are Article 35 When a contractual joint venture, after its establishment, The contractual joint venture shall submit such documents as the Article 36 The contractual joint venture shall formulate its own plans Government departments may not force contractual joint ventures to carry Article 37 The contractual joint venture may decide by itself whether to Article 38 The state shall encourage the contractual joint venture to The sale price of the products of the contractual joint venture shall be Article 39 The machinery, equipment, components and other materials Article 40 The contractual joint venture may not export products at a Article 41 The contractual joint venture shall sell its products in Article 42 Where the commodities imported or exported by the contractual Article 43 The Chinese and foreign parties may distribute the earnings by Where earnings are distributed through the method of distributing the Article 44 Where it has been agreed upon by the Chinese and foreign (1) On the basis of distribution according to the investment or conditions (2) Upon examination and approval of the financial and tax authorities in (3) Other methods of recovering investment which have been approved by the If the foreign party is to recover its investment ahead of time during the Article 45 The foreign party who, in accordance with the provisions of The foreign party may not recover its investment before losses incurred by Article 46 The contractual joint venture shall employ an certified public Article 47 The period of operation of a contractual joint venture shall Where the parties to the contractual joint venture agree through Where approval is granted to extend the period of operation, the Where it has been agreed upon in the contract of the contractual joint Article 48 The contractual joint venture may dissolve in any of the (1) The expiration of the operation period; (2) The contractual joint venture is incurring serious losses, or (3) One or more of the Chinese or foreign parties do not perform the (4) Other causes for dissolving the venture exist, which are stipulated as (5) The contractual joint venture is closed down for violating laws or Where the situations listed in Items (2) and (4) of the preceding Article 49 The liquidation of the contractual joint venture shall be Article 50 Contractual joint ventures which have not attained the status Article 51 Contractual joint ventures which have not attained the status Article 52 The investments or conditions for cooperation provided by the The investment or conditions for cooperation provided by the parties to Article 53 A contractual joint venture which has not attained the status The joint management committee shall make all the major decisions Article 54 A contractual joint venture which has not attained the status Article 55 Chinese law shall apply to the conclusion, validity, Article 56 Provisions of the relevant laws and administrative regulations Article 57 Any company, enterprise or other economic organization or Article 58 These Rules shall come into force as of the date of
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coordinate the relevant matters concerning the contractual joint venture and
provide assistance in accordance with law.
Chapter II Establishment of Contractual Joint Ventures
examined and approved either by the Ministry of Foreign Trade and Economic
Cooperation or by the department or local people's government authorized by
the State Council.
following circumstances, the contractual joint venture shall be examined and
approved by the department or the local people's government authorized by the
State Council:
stipulated by the State Council which can be examined and approved by the
department or the local people's government authorized by the State Council;
construction or production conditions are not required to be balanced by the
state;
quota or permit as granted by the relevant state departments responsible, or
although such a quota or permit is required, the relevant state departments
responsible have agreed to grant them before the project proposal is submitted;
or the local people's government authorized by the State Council as stipulated
by law or by administrative regulations.
documents must be submitted to the examination and approval authority by the
Chinese party:
together with any documents which have been examined and approved by the
department responsible;
contractual joint venture, together with any documents which have been
examined and approved by the department responsible;
joint venture signed by the legal representatives or authorized
representatives of the parties to the contractual joint venture;
parties to the contractual joint venture, and their credit certificates and
the valid documents of their legal representatives; where the foreign party
is a natural person, valid certifying documents showing his or her identity,
his or her personal details and credit information should be provided;
board of directors or the director, vice-director and members of the joint
management committee as decided in consultation by the parties to the
contractual joint venture;
approval authority.
Chinese with the exception of the documents listed in Item (4) provided by the
foreign party; the documents listed in Items (2), (3) and (5) may be
simultaneously submitted in a foreign language, as decided in consultation by
the parties to the contractual joint venture.
approval within 45 days of receiving all the documents stipulated; in cases
where the examination and approval authority thinks that the documents
submitted are incomplete or unsuitable, it has the right to demand the parties
to the contractual joint venture to complete or amend them within the
appointed time limit.
issue certificate of approval to a contractual joint venture whose
establishment has been approved by the Ministry of Foreign Trade and Economic
Cooperation and the department authorized by the State Council.
contractual joint venture whose establishment has been approved by the
relevant local people's government as authorized by the State Council, and
these documents of approval shall within 30 days as from the date of approval
be submitted to the Ministry of Foreign Trade and Economic Cooperation for the
record.
apply to the authority for the administration of industry and commerce for
registration and to obtain a business licence in accordance with the law.
granted to an applicant for establishment of a contractual joint venture:
or state industrial policies.
stipulated in these Rules refers to the written document drawn up by the
parties to the contractual joint venture after they have come to an agreement
on the principles for establishing the venture and major projects.
these Rules refers to the written document drawn up by the parties to the
contractual joint venture after they have come to an agreement upon the rights
and obligations of the parties for the establishment of the venture.
stipulated in these Rules refers to the written document drawn up by the
parties to the contractual joint venture according to the agreements made in
the contract of the contractual joint venture and agreed upon by all parties
to the contractual joint venture, agreeing on such matters as the
organizational principles and the methods of management and operation.
association of the contractual joint venture and the contract of the
contractual joint venture, the contract of the contractual joint venture
shall prevail.
conclude the agreement of the contractual joint venture.
the contractual joint venture shall enter into force as of the day when the
certificate of approval is issued by the examination and approval authority.
During the period of cooperation, any major changes to the agreement, the
contract or articles of association of the contractual joint venture must be
approved by the examination and approval authority.
state the following:
and nationality of the legal representatives of each party to the contractual
joint venture (where the foreign party is a natural person, his or her name,
nationality, and domicile);
venture;
joint venture, the manner and time limit of the investment or conditions for
cooperation provided by each party to the contractual joint venture;
the contractual joint venture;
losses among each party to the contractual joint venture;
committee of the contractual joint venture and the number of people assigned
to be directors or committee members, the powers, and the measures for the
appointment and dismissal of the general manager and other high-ranking
managers;
their source;
territory;
contractual joint venture;
responsibilities for breach of the contract;
joint venture;
venture.
shall clearly state the following:
joint venture;
and nationality of the legal representatives of each party to the contractual
joint venture (where the foreign party is a natural person, his or her name,
nationality and domicile);
joint venture, the manner and time limit of the investment or the conditions
for cooperation provided by each party to the contractual joint venture;
losses among each party of the contractual joint venture;
directors or the joint management committee, the terms of office of directors
of the board of directors or members of the joint management committee, the
powers of the chairman and vice-chairman of the board of directors, and the
director and vice-director of the joint management committee;
organs, the powers, the measures for appointment and dismissal of the
general manager and other high-ranking managers;
training, work contracts, wages, social insurance, welfare, on-the-job safety
and hygiene of the staff members;
venture;
joint venture;
contractual joint venture.
Chapter III Organizational Forms and Registered Capital
accordance with the law shall be a limited liability company. The parties to
the venture shall be liable to the contractual joint venture within the extent
of their investment or within their extent of the conditions for cooperation
contributed, with the exception of those cases otherwise agreed in the
contract.
venture with all its assets.
means the investment total which need be contributed according to the scale of
production and management as stipulated in the contract and the articles of
association of the contractual joint venture.
the total capital contributed by the parties to the contractual joint venture
as registered in the administrative organs for industry and commerce for the
purpose of establishing the contractual joint venture. The registered capital
may be expressed in Renminbi Yuan or in another convertible foreign currency
as agreed by the parties to the contractual joint venture.
in the period of cooperation. However, in cases where changes occurring in
the total investment sum and the scale of production or operation mean that
there is a real need to reduce the registered capital, approval must be
granted by the authority for examination and approval.
Chapter IV Investment or Conditions for Cooperation
investment for the venture or conditions for cooperation in accordance with
the provisions of the relevant laws or administrative regulations and the
agreement in the contract of the contractual joint venture.
the parties to the contractual joint venture may be provided in cash or in
kind, including industrial property rights, specialized technology, the right
to the use of land or other property rights.
the Chinese parties are part of the state assets, they shall be valued
according to the provisions of the relevant laws and administrative
regulations.
Chinese legal person in accordance with the law, the investment contributed by
foreign parties shall usually not be less than 25% of the registered capital
of the contractual joint venture. In cases where the contractual joint venture
has not attained the status of Chinese legal person, the specific requirements
as to the investment or conditions contributed by the parties to the
contractual joint venture shall be stipulated by the Ministry of Foreign Trade
and Economic Cooperation.
their own property or property rights as investment or conditions for
cooperation, and may not raise mortgages or other forms of guarantee on the
contributed investment or conditions for cooperation.
to the production and management needs of the contractual joint venture and in
accordance with the provisions of the relevant laws or administrative
regulations, agree upon within the contract of the contractual joint venture a
deadline before which each party shall provide investment or conditions for
cooperation in the contractual joint venture.
provided the investment or conditions for cooperation in the agreement in the
contractual joint venture's contract, the administrative authority for
industry and commerce shall prescribe a time limit for him to provide; in
cases where investment has not been made before the time limit, the authority
for examination and approval shall revoke the certificate of approval of the
contractual joint venture, and the administrative authority for industry and
commerce shall revoke the business licence of the contractual joint venture
and shall publicly announce this decision.
not provided investment or conditions for cooperation in accordance with the
contract of the contractual joint venture, he shall be liable for violating
the contract to the other party who has provided investment and conditions for
cooperation in accordance with the contract of the contractual joint venture.
parties to the contractual joint venture shall be verified by a Chinese
certified public accountant who shall provide a verification report. The
contractual joint venture shall issue certificates of investment to the
parties to the venture on the basis of the report. The certificates of
investment shall clearly state the following:
contributed by the parties to the contractual joint venture;
provided the investment or conditions for cooperation;
examination and approval authority and the administrative authority for
industry and commerce.
or some of the rights stipulated in the contract of the contractual joint
venture to each other, or if one party to the venture transfers all or some of
the rights stipulated in the contract to a party other than the other party to
the venture, the written consent of the other party must be obtained and
submitted to the examination and approval authority for approval.
grant approval within 30 days of receiving the document regarding the transfer.
Chapter V Organizational Structure
directors or a joint management committee. The board of directors or the joint
management committee is the authoritative organization of the contractual
joint venture, deciding the major issues of the contractual joint venture
according to the provisions of the articles of association of the contractual
joint venture.
be composed of not less than three members, and their distribution shall be
determined through consultation by the Chinese and foreign parties with
reference to the investment or conditions for cooperation contributed by each
party.
committee shall be appointed or dismissed by the Chinese and the foreign party
respectively. The method of the selection of the chairman and vice-chairman of
the board of directors or the director and vice-director of the joint
management committee shall be stipulated in the articles of association of the
contractual joint venture. Where the Chinese or the foreign party assumes the
chairmanship of the board of directors or the directorship of the joint
management committee, the other party shall assume the vice-chairmanship or
the vice-directorship.
the joint management committee shall be specified in the articles of
association of the contractual joint venture; however, each term may not be
longer than three years. At the expiration of a director's or a committee
member's term, he may serve another term if re-appointed.
committee shall be convened at least once a year and shall be convened and
presided over by the chairman or the director. When the chairman or the
director is unable to perform his duties due to special reasons, the
vice-chairman, the vice-director or another board or committee member as
designated by the chairman or the director shall convene and presided over the
meeting. A meeting of the board of directors or the joint management committee
may be convened upon proposal made by one-third or more of the directors or
committee members.
be held only if two-thirds or more of the directors or committee members are
present. Directors or committee members who are unable to attend the meetings
of the board of directors or the joint management committee shall entrust a
representative in writing to attend and to vote. A resolution made at a
meeting of the board of directors or joint management committee requires the
approval of half or more of all the directors or committee members before it
passes. A director or a committee member who does not attend the meeting of
the board of directors or the joint management committee without any just
cause, and does not entrust a representative to attend on his behalf is deemed
to have been present at the meeting of the board of directors or joint
management committee and to have abstained from voting.
meeting of the board of directors or joint management committee is convened.
may use means of communication to pass a resolution.
unanimously by all directors or committee members attending the meeting of the
board of the directors or the joint management committee:
venture;
joint venture;
joint venture;
which must be adopted unanimously by all directors or committee members
present at the meeting of the board of the directors or joint management
committee.
discussion and voting procedures used in the meetings of the board of
directors or the joint management committee shall be stipulated in the
articles of association of the contractual joint venture.
the contractual joint venture. In cases when the chairman or the director is
unable to perform his duties due to special reasons, he must authorize the
vice-chairman, the vice-director or another director or committee member to
represent the contractual joint venture in its external relations.
who shall be responsible for the day-to-day operation and management of the
contractual joint venture and shall be responsible to the board of directors
or the joint management committee.
and dismissed by the board of directors or the joint management committee.
be either Chinese or foreign citizens.
the joint management committee, may concurrently hold the position of general
manager or other high-ranking managers of the contractual joint venture.
not competent at their jobs, neglect their duties seriously or engage in
fraudulent practices or embezzlement, they may be dismissed through a
resolution adopted by the board of directors or the joint management
committee; in cases where damage is done to the contractual joint venture, the
liability for the damages shall be awarded in accordance with law.
entrusts a third party with its operation and management, unanimous consent
must be obtained from the board of the directors or the joint management
committee, and a contract entrusting the operation and management shall be
signed with the person thus entrusted.
resolution of the board of directors or joint management committee, the signed
contract entrusting the operation and management and the credit certificate of
the person thus entrusted to the examination and approval authority for
approval. The examination and approval authority shall decide whether or not
to grant approval within 30 days of receiving the relevant documents.
Chapter VI Buying Goods and Materials and Selling Products
regarding production and operation in accordance with the scope of the
business and the scale of operation and production approved.
out plans regarding production and operation determined by a government
department.
buy the machinery, equipment, raw materials, fuel, components, auxiliary
equipment, means of transportation and office appliances etc. used by the
contractual joint venture (hereinafter referred to as goods and materials)
inside or outside the Chinese territory.
sell its products on the international market. The contractual joint venture
may sell its products on the international market by itself, or may entrust
foreign sales organizations or foreign trade companies in China to sell its
products on a commission basis or distribute its products.
determined by the contractual joint venture in accordance with law.
imported by the foreign party as investment and the machinery, equipment,
components and other materials imported by the contractual joint venture as
required for the purposes of production and operation using funds which are
part of the total invested amount are exempt from import duty and circulation
tax during the process of importation. The tax-free goods and materials
mentioned above, after being approved to be resold within Chinese territory or
used as domestic sales, shall be taxed or the overdue tax upon them shall be
paid.
price which is clearly lower than a reasonable price for the same type of
product on the international market, nor may the contractual joint venture
import goods and materials at a price which is clearly higher than that of the
same type of product on international market.
accordance with the agreement as approved in the contract of the contractual
joint venture.
joint venture are those which are controlled by import or export permits or
quotas, the application procedures must be handled in accordance with the
relevant state provisions.
Chapter VII Distribution of Earnings and Recovery of Investments
distributing the profit, distributing the products or by other means as
decided through consultation by all parties to the contractual joint venture.
product or other methods, the amount of tax to be paid shall be calculated in
accordance with the relevant regulations of the tax law.
parties in the contract of the contractual joint venture that upon the
expiration of the period of the venture's operation all the fixed assets of
the contractual joint venture shall be returned gratis to the Chinese party,
the foreign party may, in the period of the venture's operation, apply to
recover the investment ahead of time in the following ways:
for cooperation provided, it may be agreed in the contract of the contractual
joint venture to increase the foreign party's proportion in the distribution
of earnings;
accordance with the relevant state tax provisions, the foreign party may
recover its investment prior to the payment of income tax;
financial and tax authorities and the examination and approval authorities.
period of the venture's operation according to the provisions of the preceding
paragraph, the Chinese and foreign parties shall be liable for the debts of
the contractual joint venture as stipulated in the relevant law and agreed
upon in the contract of the contractual joint venture.
Items (2) and (3) of Article 44 of these Rules, is applying to recover its
investment ahead of time shall clearly state the total investment sum which it
wishes to recover ahead of time, the time schedule and the method of recovery.
When the application has been examined and approved by the financial and tax
authorities, it shall be submitted to the examination and approval authorities
for examination and approval.
the contractual joint venture are recompensed.
accountant in China to check the accounts and verify them in accordance with
the relevant state regulations. Each party to the contractual joint venture
may, together with the other parties or by itself, entrust an certified public
accountant in China to check the accounts. The accountants' fees shall be paid
by the party by whom he is employed.
Chapter VIII Period of Operation and Dissolution
be determined by the Chinese and foreign parties through consultation, and
shall be clearly specified in the contract of the contractual joint venture.
consultation to extend the period of operation of the contractual joint
venture after the expiration of its period of operation, they shall apply to
the examination and approval authority 180 days prior to the expiration of the
venture's term, explaining the conditions of implementation of the existing
contract of the contractual joint venture and the reason for extending the
venture's term, and shall submit an agreement reached between all parties to
the venture on such matters as the rights and obligations of each party. The
examination and approval authority shall decide whether or not to grant
approval within 30 days of receiving the application.
contractual joint venture shall apply to the administrative authority for
industry and commerce to alter the registration on the basis of the document
of approval. The extended period of operation shall be calculated as of the
first day after the expiration of the operation period.
venture that the foreign party may recover its investment ahead of time and
the investment has already been recovered, the operation period of the
contractual joint venture may not be extended; however, where the foreign
party increases its investment, as agreed by all the parties through
consultation, they may apply to the examination and approval authority to
extend the period of operation in accordance with Paragraph 2 of this Article.
following situations:
suffering from serious losses due to circumstances beyond their control, and
is unable to continue to operate;
obligations stipulated in the contract or the articles of association of the
contractual joint venture, which causes the venture to be unable to continue
to operate;
thus in the contract or the articles of association of the contractual joint
venture;
administrative regulations in accordance with the law.
paragraph occur, the board of directors or the joint management committee of
the contractual joint venture shall come to a decision and shall submit it to
the examination and approval authority for approval. Where the situations
listed in Item (3) of the preceding paragraph occur, the Chinese or foreign
party or parties who do not perform the obligations stipulated in the contract
or the articles of association of the venture shall be held liable to other
parties who are carrying out the contract for compensating them for losses
resulting thereof; one party or the parties carrying out the contract have the
right to apply to the examination and approval authority to dissolve the
contractual joint venture.
dealt with according to the provisions of the contract or the articles of
association of the contractual joint venture.
Chapter IX Special Provisions for Contractual Joint Ventures which have
not Attained the Status of Legal Person
of legal person and the parties to such venture shall be liable for civil
responsibility according to the relevant provisions of Chinese civil law.
of legal person shall register the investments or conditions for cooperation
provided by the parties to the venture with the administrative authority for
industry and commerce.
parties to a contractual joint venture which has not attained the status of
legal person shall be owned by the respective parties. Where all parties to
the contractual joint venture are in agreement, these may be co-owned by all
parties, or part of them may be owned by respective parties while other parts
may be co-owned. The properties accumulated during the operation of the
contractual joint venture belong to all parties to the venture.
the contractual joint venture which has not attained the status of legal
person shall be managed and used by the whole venture. One single party may
not dispose of the properties without the authorized consent of the other
parties.
of legal person may have a joint management committee. The committee shall be
made up of representatives appointed by the parties to the venture and shall
represent the respective parties in co-managing the venture.
concerning the contractual joint venture.
of legal person must set up joint account books at the place where the venture
is located; the parties to the venture must set up their own respective
account books.
Chapter X Supplementary Provisions
explanation, performance and dispute settlement of the contract of the
contractual joint venture.
shall apply to matters which are not specified in these Rules including
finance, accounting, auditing, foreign currency, tax, labor management, trade
unions and other matters.
individual from Hong Kong, Macao or Taiwan regions or any Chinese citizen
living abroad who wishes to establish a contractual joint venture shall go
through the procedures with reference to these Rules.
promulgation.
URL: http://www.asianlii.org/cn/legis/cen/laws/rftiotccjv756