Administrative Measures On Foreign Investment In Commercial Fields

Original Language Title: 外商投资商业领域管理办法

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(Released April 16, 2004 by Ministry of Commerce 2004 of 8th as of June 1, 2004) article to further expand opening up, perfect construction of the market system, in accordance with the People's Republic of China Law on Sino-foreign joint ventures and the People's Republic of China Chinese-foreign contractual joint ventures and the People's Republic of China Law on foreign-funded enterprises and the companies act and other laws and administrative regulations, these measures are formulated.
    Second, foreign companies, enterprises and other economic organizations or individuals (hereinafter "foreign investor") set up in China foreign-funded commercial enterprise, engaged in business activities, comply with these measures. Third article foreign investment commercial enterprise is refers to engaged in following business activities of foreign investment enterprise: (a) Commission agent: goods of sales agents, and brokers or auction people or other wholesalers through charged costs in contract based Shang on others goods for of sales and the related subsidiary service; (ii) wholesale: on retailers and industrial, and commercial, and institutions, user or other wholesalers of goods sales and the related subsidiary service; (three) retail: in fixed locations or through TV, and phone, and mail order, and Internet, and automatically vending machine,
    For individual or group sale of consumer goods and related ancillary services; (d) the franchise: to obtain remuneration or franchising fee by signing a contract granting the use of its trademarks, trade names, business models, etc.
    Foreign companies, enterprises and other economic organizations or individuals must be set up in China's foreign-funded enterprises engaged in the preceding paragraph (a), (b), (c), (d) provided by operating activities.
    Fourth foreign-funded commercial enterprise shall comply with People's Republic of China laws, administrative regulations and rules, legitimate business activities and the protection of the legitimate rights and interests protected by Chinese law.
    Fifth national competent commercial departments according to law on foreign investment in commercial fields and foreign-invested commercial enterprise monitoring and management. Sixth foreign-funded commercial enterprises of foreign investors should have a good reputation, no acts in violation of laws, administrative regulations and the relevant regulations of China.
    Encourage strong economic strength, advanced experience in business management and marketing skills, extensive international sales network of foreign investors to hold foreign-funded commercial enterprises.
    Article seventh foreign-funded commercial enterprise shall comply with the following conditions: (a) the minimum registered capital in line with the relevant provisions of the companies act.
    (B) meet the registered capital and total investment of the enterprises with foreign investment regulations.
    (C) the foreign-funded commercial enterprise management in General, the term not exceeding 30 years, set up foreign-funded commercial enterprises operating in the Midwest region in General, the term of not more than 40 years.
    Article eighth shop is a foreign-funded commercial enterprise shall satisfy the following conditions: (a) when applying for the establishment of commercial enterprise applications to open stores at the same time, should be consistent with relevant provisions of urban development and urban commercial development.
    (B) has approved the establishment of foreign-funded commercial enterprise applies for additional shops, except in accordance with subsection (a) requirements should also be subject to the following conditions: 1, in time to participate in joint annual inspection of foreign-invested enterprises and annual inspection; 2, the registered capital is paid in full.
    Nineth approved, foreign-funded commercial enterprises may have the following services: (a) foreign invested commercial enterprises engaged in retail business: 1, retail; 2, import goods import; 3, purchasing and exporting domestic products; 4 and other related businesses.
    (B) the foreign-funded commercial enterprises that undertake wholesaling business: 1 wholesale 2, Commission agents (excluding auction); 3, commodity imports and exports; 4 and other related businesses.
    Foreign-funded commercial enterprises may authorize others to shop is located by way of franchising.
    Foreign-invested commercial enterprises approved to engage in more than one or a few sales, merchandise should be of their contracts and articles of related business scope noted in the contents.
    Tenth foreign-funded commercial enterprises the establishment and opening of stores, in accordance with the following procedures shall be followed: (a) commercial enterprises with foreign investment projects, feasibility study report and business set up a one-time application and approval. (B) subject to paragraph (c), (d) except as otherwise provided, planned foreign-invested commercial enterprise investors, opening shops have set up foreign-invested commercial businesses are required to register with the foreign-funded commercial enterprises to the provincial departments in charge of Commerce submitted to the 12th and 13th of application documents provided for in section. Provincial-leveled Commerce authorities to submit a file for examination and then within one month from the date of receipt of all application documents reported to the Ministry of Commerce.
    MOFCOM shall, within three months from the date of receipt of the complete application file to make decision on whether to approve, approve the establishment, the foreign invested Enterprise approval certificate issued that are not approved, should explain the reasons.
    MOFCOM may, in accordance with the approach empowers the provincial Commerce authorities approving the above applications.
    (C) foreign invested commercial enterprises engaged in retail shop is located at the seat of its provincial-level administrative areas, subject to the following conditions and scope of operation does not involve television, telephone, mail order, Internet, vending machine sales and the way to 17th, 18, of the goods listed in section, by the provincial-leveled Commerce departments within their permission, approval and submitted to the Ministry of Commerce for the record.
    1, and single shop business area not over 3000 square meters, and shop number not over 3 home, its foreign investors through established of foreign investment commercial enterprise in China opened similar shop total not over 30 home; 2, and single shop business area not over 300 square meters, shop number not over 30 home, its foreign investors through established of foreign investment commercial enterprise in China opened similar shop total not over 300 home. (D) joint ventures, cooperative businesses trademarks, trade name owner for domestic enterprises, the natural, and Chinese investors in foreign-funded commercial enterprise holdings, the business scope of the foreign-funded commercial enterprise does not involve the way 17th, 18 commodities listed in section, the establishment and opening applications by the enterprise in its approval of provincial Commerce authorities for approval in any jurisdiction.
    If the shop is located across the province, should also seek the views of provincial Commerce authorities intend to open shops.
    Without the Department of Commerce authorization, his own delegation of provincial Commerce authorities first paragraph of this section (c), (d), under the authority.
    11th investor shall within one month from the date of receipt of the certificate of approval, certificate of approval by the foreign investment enterprises, industrial and commercial administrative organs for registration.
    12th article application established foreign investment commercial enterprise, should submitted following file: (a) applications; (ii) investment parties common signed of feasibility research report; (three) contract, and articles (foreign commercial enterprise only submitted articles) and annex; (four) investment parties of Bank funding letter proved, and registration registered proved (copies), and statutory representative people proved (copies), foreign investors for personal of, should provides identity proved; (five) investment parties by accountants firm audit of recently one years of audit report; (Six) on China investors intends input to Sino-foreign joint venture, and cooperation commercial enterprise of State-owned assets of assessment report; (seven) intends established foreign investment commercial enterprise of import and export commodity directory; (eight) intends established foreign investment commercial enterprise Board members list and the investment parties Director delegate book; (nine) business administration sector issued of Enterprise name advance approved notice; (10) intends opened shop by with land of right proved file (copies) and the (or) housing rental agreement (copies),
    Open except for the business area of 3000 square metre shop (11) planned shop is issued by the local government departments in charge of Commerce compliance with urban development and urban commercial development requirements documentation.
    Not signed by the legal representative, shall present the legal representative authorization book. 13th article has established of foreign investment commercial enterprise application opened shop, should submitted following file: (a) applications; (ii) involved contract, and articles modified of, should submitted modified Hou of contract, and articles; (three) about opened shop of feasibility research report; (four) about opened shop of Board resolution; (five) Enterprise recently one years of audit report; (six) Enterprise inspection funding report (copies); (seven) investment parties of registration registered proved (copies), and statutory representative people proved (copies); (eight)
    Planned shop the land use right certificate file (copy) and (or) House lease agreement (copy), but except opened below 3000 square meters of business area at shop, (nine) to be issued by the local Government to open a shop in accordance with urban development and urban commercial development requirements documentation.
    Not signed by the legal representative, shall present the legal representative authorization book.
    14th a foreign-funded commercial enterprises signed a trademark, trade name license contract, technology transfer contracts, management contracts, service contracts and other legal documents as an appendix (annex to the Statute of the foreign-funded commercial enterprises should be) be submitted.
    15th land used by foreign-funded commercial enterprises to open stores, shall, in accordance with provisions of laws and administrative rules and regulations relating to land management, achieved through open bidding, auction and listing commercial sites.
    Article 16th foreign invested commercial enterprises engaged in special provisions of the State commodity and the quota and license management of import and export commodities, should be in accordance with the relevant provisions of the State process.
    17th foreign-funded commercial enterprises undertaking the following commodities, in addition to the measures provided should also comply with the following requirements: a foreign-funded commercial enterprises books, newspapers and periodicals should be consistent with the foreign-invested books, newspapers and periodicals distribution enterprises management methods. Gas stations operated by commercial enterprises with foreign investment engaged in retail, should have a stable supply of refined oil products, local gas station construction program management facilities comply with the national standard and metrological requirements, meet fire safety and environmental protection requirements, specific implementation measures shall be formulated separately by the Department of Commerce.

    Foreign-invested commercial enterprises engaged in drugs, should be consistent with State practice on drug sales.
    Specific implementation measures shall be formulated separately by the Department of Commerce. Foreign-invested commercial enterprises engaged in car, should, within its approved scope of operation management.
    Specific implementation measures shall be formulated separately by the Department of Commerce.
    These measures are in addition to 18th and the provisions of this section, foreign invested commercial enterprises for agricultural products, production materials not subject to geographical distribution, the ratio of shares and the amount of investment restrictions. Foreign-invested commercial enterprises engaged in the wholesale, not drugs, pesticides and plastic sheeting before December 11, 2004.
    December 11, 2006 shall not be engaged in fertilizer, oil products and crude oil. Commercial enterprises with foreign investment engaged in retail, December 11, 2004 shall not be engaged in pharmaceuticals, pesticides, plastic sheeting and fuel.
    December 11, 2006, shall not operate the fertilizer.
    Wholesaling foreign-funded commercial enterprises may manage salt or tobacco, retailing foreign-funded commercial enterprises may manage tobacco.
    18th article same foreign investors in territory cumulative opened shop over 30 home above of, as business commodity including books, and newspaper, and magazine, and car (December 11, 2006 up canceled this limit), and drug, and pesticide, and film, and fertilizer, and oil, and food, and vegetable oil, and sugar, and cotton, commodity, and above commodity belongs to different brand, from different suppliers of, foreign investors of funded proportion shall not over 49%.
    19th foreign-funded commercial enterprise granting franchises to open stores, in addition to comply with these measures provided, otherwise prescribed by national franchising activities should also abide by its provisions.
    20th foreign-funded commercial enterprise manages the auction business, shall be consistent with the auction law, the Antiquities Act and other relevant laws, be approved by the Ministry of Commerce, in particular measures for implementation shall be formulated.
    21st December 11, 2004, allowed the establishment of foreign-funded commercial enterprises. 22nd foreign invested commercial enterprises engaged in retail and shop area before December 11, 2004 the establishment of limited to provincial capitals, autonomous regions, municipalities, separately listed cities and special economic zones.
    Since December 11, 2004, geographical restrictions were abolished.
    Foreign-invested commercial enterprises engaged in the wholesale from the date of implementation of these measures to lift geographic restrictions.
    Article 23rd investment enterprise with foreign investment in the commercial field, should be in line with the provisional regulations on foreign-funded enterprises in investment, and in the light of the measures.
    24th foreign-funded commercial enterprises other than the foreign-invested enterprises, engaged in business activities listed in section III of this approach, should be in accordance with the regulations, and shall change the appropriate scope.
    25th Hong Kong S.A.R., and Macau S.A.R. investors, Taiwan investors in other Chinese provinces, autonomous regions and municipalities invested commercial enterprises, inter alia the following provisions, in accordance with the measures taken: (a) with effect from January 1, 2004, Hong Kong and Macao business service providers set up foreign-funded commercial enterprises in the Mainland.
    (B) the Hong Kong and Macao business service providers in regional retail enterprises established on the Mainland expanded to include prefecture-level cities, expanded to county-level cities in Guangdong Province.
    (Three) since January 1, 2004 up, Hong Kong, and Macau commercial service provides who can according to this approach of related terms application in mainland established engaged in car retail business of commercial enterprise, but its application Qian three years of annual sales shall not below 100 million dollars; application Qian one years of assets amount shall not below 10 million dollars; in mainland established of car retail enterprise of registered capital minimum limit for 10 million Yuan Yuan, in Midwest area established of car retail enterprise registered capital minimum limit for 6 million Yuan Yuan.
    (D) to allow Chinese citizens among the permanent residents of the Hong Kong and Macao in accordance with the relevant Mainland laws, rules and regulations are set up individually engaged in commercial retail activity (apart from the franchise), their sales area not exceeding 300 square meters.
    (E) the provisions of this section of Hong Kong and Macao business service providers should comply with the Mainland and Hong Kong closer economic partnership arrangement with the Mainland and Macao closer economic partnership arrangement on the "service provider" definition and requirements of the relevant provisions.
    26th commercial enterprises with foreign investment shall be encouraged to accede to the relevant industry associations, enhance enterprise self-discipline.
    27th article this way by the Ministry of Commerce is responsible for the interpretation.
    28th article of the rules take effect on June 1, 2004.
                                                                                                              Article 29th State economic and Trade Commission, the Ministry of foreign trade and economic cooperation jointly issued by the foreign-funded commercial enterprise pilot procedures since the abolition date of implementation of this approach.

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