Provisions On Administration Of Foreign-Invested Partnership Enterprise Registration

Original Language Title: 外商投资合伙企业登记管理规定

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Provisions on administration of foreign-invested partnership enterprise registration

    (January 29, 2010 the State administration for industry and Commerce announced as of March 1, 2010, 47th) directory

    Chapter I General provisions

    Chapter II establishment registration

    Chapter III registration of changes

    Fourth chapter registration cancellation

    Chapter fifth branch office registration

    The sixth chapter of the registration procedure

    The seventh chapter annual inspection and control

    The eighth chapter legal liability

    The Nineth chapter supplementary articles

    Chapter I General provisions First article to specification foreign enterprise or personal in China territory established partnership enterprise of behavior, easy foreign enterprise or personal to established partnership enterprise of way in China territory investment, expanded foreign economic cooperation and Exchange, according to People's Republic of China partnership law (following referred to partnership law), and foreign enterprise or personal in China territory established partnership enterprise management approach and People's Republic of China partnership enterprise registration management approach (following referred to partnership enterprise registration management approach),

    These provisions are formulated.

    Second foreign-invested partnership enterprise in these rules refers to 2 or more foreign enterprises or individuals in China to establish partnerships, as well as foreign enterprises or individuals and Chinese individuals, legal persons and other organizations establish partnership in China.

    Foreign-invested partnership Enterprise establishment, modification and cancellation of registration of the application of this provision.

    Apply for foreign-invested partnership enterprise registration, the applicant shall be responsible for the authenticity of the application materials.

    The third foreign-invested partnership Enterprise shall comply with the partnership, as well as provisions of other relevant laws, administrative regulations and rules, shall conform to the industrial policy of encouraging foreign investment.

    State encourages has advanced technology and management experience of foreign companies or individuals in China to establish partnerships, promote the development of modern service industries.

    The catalogue for the guidance of foreign investment industries and ban marked "limited to joint ventures", "limited cooperation", "limited to joint ventures, cooperation," "China holding", "Chinese holding company" and the proportion of foreign capital requirements of the project may not be foreign-invested partnership enterprise.

    Fourth registration of foreign-invested partnership enterprises according to law, after receiving foreign-invested partnership Enterprise license, may engage in business activities.

    Fifth, the State administration for industry and commerce foreign-invested partnership enterprise registration and administration in charge of the nation.

    SAIC awarded the approval of foreign-invested enterprises registered the local administration for industry and Commerce (hereinafter referred to as the enterprise registration authority) is responsible for the registration of foreign-invested partnership enterprises within their respective jurisdictions.

    The provinces, autonomous regions, municipalities and separately listed cities, Deputy provincial industrial and commercial Administration Department is responsible for the investment as the main business registration management of foreign-invested partnership enterprises.

    Chapter II establishment registration

    Sixth foreign-invested partnership Enterprise shall meet the partnership and the foreign enterprises or individuals to establish partnerships in China the conditions prescribed by regulation.

    State-owned companies, State-owned enterprises, listed companies and public institutions, social groups may be a general partner.

    Seventh foreign-invested partnership enterprise registration includes:

    (A) name;

    (B) the main place of business;

    (C) managing partner;

    (D) business scope;

    (E) the type of partnership;

    (F) names partners and countries (regions) and shelter, responsible ways, subscribed or, term of payment, the amount of capital contribution actually paid contribution and assessment methods.

    Terms of the partnership agreement the partnership and registered items should also include the partnership terms.

    Managing partners are foreign companies, legal persons or other organizations of China, registered items should also include foreign companies, Chinese legal persons or other organizations delegated representatives (hereinafter referred to as proxy).

    The eighth foreign-invested partnership Enterprise name shall conform to state regulations on administration of registration of business name.

    Nineth foreign-invested partnership Enterprise mainly engaged in place there can be only one, and should be registered with the registration authority within the jurisdiction.

    Tenth the partnership agreement does not specify or all general partners have not decided to entrust the managing partners, all general partners are managing partners.

    A limited partner shall not become a managing partner.

    11th partnership types include foreign investment general partnership (including special general partnership) and foreign investment limited partnership.

    12th foreign-invested partnership enterprises established, should be determined by all the partners designated representative or jointly entrusted agent to the enterprise registration authority for registration.

    Applying for establishing a foreign-invested partnership Enterprise shall submit the following documents to the registration organ:

    (A) the application for registration of establishment signed by all partners;

    (B) the partnership agreement signed by all the partners;

    (C) all the partners the subject qualification certificate or identity certificates of natural persons;

    (D) the main business place certificate;

    (E) the instructions of the appointed representative or jointly entrusted agent by all partners;

    (F) all the partners on the partner subscription or confirmation of the actual payment of contributions;

    (VII) signed by all the partners in accordance with description of foreign investment industrial policies;

    (VIII) issued by the financial institutions doing business with foreign partner credit;

    (I) a foreign partner with domestic legal documents signed by the recipient of the legal power of Attorney documents;

    (J) other related documents stipulated in these provisions.

    Laws, administrative regulations or the State Council to establish foreign-invested partnership Enterprise shall be subject to ratification, it shall also submit the relevant documents of ratification. Foreign partners of the qualification certificates or identity certificates of natural persons and foreign residence certificate shall be subject to the same national authority for notarial certification and through our Embassy in that country (consulates) certification.

    Hong Kong S.A.R., and Macau S.A.R. and Taiwan partners of the subject qualification certificate or identity certificates of natural persons and foreign domicile certificate shall, in accordance with the relevant existing regulations. The legal power of Attorney documents should expressly authorized is authorized to accept service of legal documents in the territory, and shall set forth the authorized person or the name, address and contact information.

    Authorized person can set up a foreign partner in China's enterprises, plans to establish foreign-invested partnership enterprises (proposed by authorized person of foreign-invested partnership enterprises, foreign-invested partnership enterprises to set up delegate after entry into force) or other relevant entities or individuals.

    The 13th article in the scope of business for foreign-invested partnership enterprise law, administrative regulations or the State Council prior to registration shall be subject to ratification, approval documents shall be submitted to the enterprise registration authority.

    The 14th foreign partners with their legally obtained from China RMB investment, should be submitted to the domestic currency issued by the administration of foreign exchange profits or other legitimate income of RMB investment capital-account foreign exchange related documents such as business authorization.

    15th in kind, intellectual property rights, land, or other property rights investment, pricing by all the partners after consultation, shall be submitted to the registration authority consultation pricing confirmation signed by all the partners; commissioned a statutory assessment bodies evaluated by all partners shall be submitted to the registration organ within the statutory assessment agency proof of the valuation.

    Foreign partners to labor service contribution, alien employment permit shall be submitted to the enterprise registration authority files, specific procedures in accordance with the relevant provisions of the State.

    16th by laws or administrative regulations provided for the establishment of a special general partnership requires proof of professional qualifications to the general partner shall, in accordance with relevant laws, administrative regulations, submit the relevant proof to the registration organ. 17th foreign-invested partnership the date of issuance of the business license.

    As the date of establishment of foreign-invested partnership enterprises.

    Chapter III registration of changes

    The 18th foreign-invested partnership enterprise registration matters are changed, the partnership Enterprise shall make changes decisions or reasons for change within 15th of, to the original registration organ for change registration.

    19th foreign-invested partnership Enterprise shall apply for registration of change, to the original registration organ shall submit the following documents:

    (A) managing partner, or by proxy application for registration of change signed;

    (B) the change signed by all general partners decided to book or change decisions signed the partnership agreement;

    (C) other relevant documents provided for in this provision.

    Laws, administrative regulations or the State Council changes shall be subject to ratification, it shall also submit the relevant documents of ratification.

    Change a managing partner, partnership type, partner names, responsible ways, subscribed or the amount of capital contribution actually paid, payment term, contribution forms and assessments such as registration of, the relevant documents shall be subject to the signature of Chinese legal notary notary.

    The 20th foreign-invested partnership enterprise changes its main place of business shall apply for registration of changes, and submits a new main site certificate.

    Foreign-invested partnership enterprise changes the main place of business outside of the jurisdiction of the original registration organ, should apply to the local registration authority shall register such changes; moved to the enterprise registration authority accepted, by the original registration organ transfer the registration files to move to the enterprise registration authority.

    The 21st foreign-invested partnership Enterprise managing partner change shall submit the revised partnership agreement signed by all partners.

    New managing partner is a foreign company, a Chinese legal person or other organization, should also be submitted to the accredited representatives of Attorney and identity certificates of natural persons.

    Managing partner accreditation changes shall submit the power of Attorney of the representative and his successor identity certificates of natural persons.

    22nd foreign-invested partnership enterprise change its scope of business, foreign investment industrial policy shall be submitted in accordance with instructions.

    After change of business scope of law, administrative regulations or the State Council in the pre-registration subject to the approval of the industry, the partnership shall from the date of approval of the relevant departments in the 30th, to the original registration organ for change registration.

    Foreign investment partnership enterprise of business range in the belongs to legal, and administrative regulations or State provides must by approved of project was revoked, and revoked license or other approved file, or license, and other approved file validity expires of, partnership enterprise should since revoked, and revoked license, and other approved file or license, and other approved file validity expires of day up 30th within, to original enterprise registration organ application change registration or cancellation registration.

    23rd foreign-invested partnership enterprise changes the partnership type, type of business establishment shall, in accordance with the proposed changes, within the period specified in the application to the enterprise registration authority for registration of change, and shall submit the relevant documents.

    The 24th foreign-invested partnership the partners change name (name) or their place of residence, shall submit the name (names) or proof of address change. Foreign partner's name (name), the national (regional) or outside the residence proof of change shall be subject to the same national authority for notarial certification and through our Embassy in that country (consulates) certification.

    Hong Kong S.A.R., and Macau S.A.R. and Taiwan partner name (name), region or internationally for proof of address change should be in accordance with current regulations.

    25th partner to increase or reduce its foreign-invested partnership enterprises, signed by all the partners shall be submitted to the original registration organ or signed the partnership agreement of the partner contributions or confirmation of the actual payment of contributions.

    26th article of the admission of a new partner, foreign-invested partnership Enterprise shall apply to the original registration organ for change registration documents submitted by reference to the relevant provisions of chapter II of the present provisions.

    New partners by the original partners in the foreign-invested partnership enterprises in part or full share of the property occupied shall be submitted to the share transfer agreement.

    The 27th foreign investment withdraws from all the foreign partners of a partnership, the partnership continues to exist, in accordance with the procedures established by the management of partnership enterprise registration application for registration of changes.

    28th amendment does not involve the registration of the partnership agreement, foreign-invested partnership Enterprise shall be amended partnership agreement or modify the resolution of the partnership agreement to the original registration organ for the record.

    29th foreign partners change of service of legal documents receiver within the territory, should be re-signing of the legal power of Attorney documents, and to the original registration organ for the record.

    30th foreign-invested partnership enterprise registration matters involving business license changes, the registration organ shall issue a license.

    Fourth chapter registration cancellation The 31st foreign partnership is dissolved, shall, in accordance with the provisions of the partnership by the liquidators to liquidate. The liquidator shall be from the date it was identified in the 10th.

    Membership list of the liquidator to the enterprise registration authority for the record.

    Article 32nd foreign partnership is dissolved, the liquidator shall from the date of liquidation in the 15th, the original company registration authority for cancellation of registration.

    The 33rd foreign-invested partnership enterprises for cancellation of registration shall submit the following documents:

    (A) the application for deregistration signed by the liquidation;

    (B) the Court's bankruptcy ruling, foreign investments made in accordance with the partnership the partnership decision, executive authorities ordered to close down, foreign-invested partnership enterprise law is revoked or canceled documents;

    (C) the signature and seal of all the partners of the liquidation report (end of the liquidation shall be stated in the report has been handled tax, customs formalities).

    There are branches of foreign-invested partnership enterprises apply for cancellation of registration, should also be submitted to the branch deregistration certificates.

    Foreign-invested partnership enterprises for cancellation of registration, should return the business license.

    Cancellation of registration by the registration authority of the 34th article, foreign-invested partnership enterprise is terminated.

    Chapter fifth branch office registration

    The 35th foreign-invested partnership enterprises to set up branches shall be made to the enterprise registration authority for registration of the branch is located.

    Article 36th Branch Office registration include: branch name, business location, business scope, the principal of the Branch Office's name and residence.

    Branch's operating range may not go beyond the scope of business for foreign-invested partnership enterprises. Terms of foreign-invested partnership the partnership, registered items should also include the term of operation of the branches.

    Branch's term of operation shall not exceed foreign-invested partnership the partnership terms.

    37th foreign-invested partnership enterprises to set up branches, shall submit to the branch location of the enterprise registration authority the following documents:

    (A) the application for registration of Branch Office established;

    (B) signed by all partners of the decision to establish a branch;

    (C) the sealed by the partnership of foreign-invested partnership Enterprise license;

    (D) all the partners appointed heads of executive branches of power of Attorney and identity;

    (E) management place certificate;

    (F) other relevant documents provided for in this provision.

    Article 38th branch in the scope of laws, administrative regulations or the State Council in the pre-registration subject to the approval of the industry, shall submit to the branch location of the enterprise registration authority approval documents.

    39th foreign-invested partnership Enterprise shall apply for a branch office registration or cancellation of registration, these provisions shall apply mutatis mutandis with regard to foreign-invested partnership enterprise registration, cancellation of registration of the regulations.

    40th foreign-invested partnership Enterprise shall within 30th branch establishment registration, sealed copy of business license of a branch, to the original registration organ for the record.

    Branch Office registration changes, under the Enterprise shall, from the date of registration of changes to the original registration organ within the 30th filing.

    Apply for cancellation of the Branch Office registration, registration of foreign-invested partnership Enterprise shall be cancellation of the branch office within 30th of to the original registration organ for the record.

    41st branch license issue date, the date of establishment of foreign-invested partnership enterprise branch.

    The sixth chapter of the registration procedure

    42nd registration submitted by the applicant to the application materials are complete and comply with the statutory format, registration authorities to register on the spot shall be registered and issued (reissue) a business license. Apart from the circumstances set forth in the preceding paragraph, Enterprise registration authority shall, from the date of acceptance of the application in the 20th, and make a decision on whether to register.

    Be registered and issued (reissue) a business license is not registered, shall give a written reply, and explain the reasons. Catalogue for the guidance of foreign investment industries have no statutory restrictions earlier approval in such projects or other projects of the departments concerned, the enterprise registration authority shall, from the date of acceptance of the application in the 5th written seeking the views of departments concerned. Enterprise registration authority shall, from the date of receiving the written advice regarding 5th, make a decision on whether to register.

    Be registered and issued (reissue) a business license is not registered, shall give a written reply, and explain the reasons.

    Article 43rd foreign-invested partnership enterprises involved investment projects that are subject to Government approval, in accordance with relevant State provisions of investment project approval procedures.

    44th foreign-invested partnership Enterprise establishment, change and nullification, Enterprise registration authority shall at the same time the enterprise establishment, modification or cancellation of registration information to inform the competent Commerce departments at the same level.

    45th enterprise registration authority for registration of foreign-invested partnership enterprise registration matters should be recorded in the foreign-invested partnership enterprise registration book, available for public inspection, copy.

    Article 46th foreign-invested partnership enterprise registration authority shall revoke the license, shall issue a notice.

    The seventh chapter annual inspection and control

    47th foreign-invested partnership enterprises and their branches shall be in accordance with the requirements of the enterprise registration authority, from March 1 to June 30 each year, submit an annual inspection reports and other documents, subject to annual inspection.

    Inspection after the annual inspection of foreign-invested partnership enterprises information registration authority shall be to inform the competent Commerce departments at the same level.

    48th article includes an original and a copy of business license, copy of the original and has the same legal effect.

    Foreign-invested partnership enterprises and their branches based on business needs, can contribute to the enterprise registration authority for the issuance of a number of duplicate of business license.

    The original business license should be prominently placed in premises.

    49th no unit or individual shall not alter, sell, lease, lend or otherwise transfer the business license.

    Business license is lost or damaged, shall be specified in the registration organ newspaper declared void, and to the enterprise registration authority to apply for a replacement or replacements.

    50th foreign-invested partnership enterprise and branch registration document format and license original and duplicate styles, formulated by the State administration for industry and commerce.

    The eighth chapter legal liability

    51st has not received a business license, and on behalf of the foreign-invested partnership enterprises engaged in the partnership business, the enterprise registration authority in accordance with article 36th of the measures for Administration of registration of the partnership shall be punished. In the catalogue for the guidance of foreign investment industries prohibited such projects, or unregistered restricted projects, Enterprise registration authorities and other competent authorities in accordance with the provisions in the unlicensed investigation against measures.

    Otherwise stipulated by laws, administrative regulations or the State Council, from its provisions.

    52nd submits false documents or other means of deception, made foreign-invested partnership enterprise registration, the enterprise registration authority in accordance with the 37th article of the measures for Administration of registration of the partnership shall be punished.

    53rd changes foreign-invested partnership enterprise registration matters, does not register such changes in accordance with these provisions, by the company registration authority in accordance with article 38th of the measures for Administration of registration of the partnership shall be punished.

    54th with foreign partnership enterprises in the use of the name is not in accordance with the name of an enterprise registration authority marked "general partnership", "special general partnership" or "limited partnership", by the company registration authority in accordance with the measures for Administration of registration of a partnership the 39th article of punishment.

    The 55th foreign-invested partnership enterprises failed to handle matters related to registration in accordance with this agreement to modify, branch membership filing of liquidators, the enterprise registration authority in accordance with the regulation on registration of the partnership article 40th penalty.

    Foreign-invested partnership Enterprise fails to comply with the provisions of the foreign partners of the legal power of Attorney documents recordation with the enterprise registration authority shall order rectification fails to go through, and fined not more than RMB 2000 Yuan.

    56th foreign investment partnership he is under liquidation liquidation report submitted to the registration organ, or the liquidation report submitted to hide important facts or significant omissions, by the company registration authority in accordance with the regulation on registration of the partnership article 41st penalty.

    57th foreign-invested partnership Enterprise fails to comply with the provisions of article subject to annual inspection, by the company registration authority in accordance with the regulation on registration of the partnership article 42nd penalty.

    58th annual inspection of foreign-invested partnership enterprises, concealing facts, falsification, by the company registration authority in accordance with article 43rd of the measures for Administration of registration of the partnership shall be punished.

    59th foreign-invested partnership enterprise is not the original business license to be placed in the business place prominently, by the company registration authority in accordance with the regulation on registration of the partnership provided for in article 44th penalty.

    60th foreign-invested partnership Enterprise shall alter, sell, lease, lend or otherwise transfer the business license, by the company registration authority in accordance with the regulation on registration of the partnership article 45th penalty.

    61st foreign-invested partnership Enterprise Branch have violations of the provisions of this chapter, this chapter shall apply to the relevant provisions.

    62nd enterprise registration authority violated industry policy, for registration should not be registered or required to register is not registered, shall be subject to the administrative responsibility or principal responsible persons directly responsible.

    Enterprise registration authority who abuses his power, favoritism, bribery, infringement of the legitimate rights and interests of foreign-invested partnership enterprises, shall be subject to punishment.

    The Nineth chapter supplementary articles

    63rd Chinese natural persons, legal persons and other organizations establish partnership in China, foreign enterprises or individuals occupied, shall comply with these provisions, and shall apply to the enterprise registration authority for registration of change.

    64th investment as the main foreign-invested investment partnership business shall, in accordance with national laws, administrative rules and regulations relating to foreign investment management.

    65th foreign-invested investment companies, foreign-invested venture investment enterprises in China to set up partnerships or Chinese natural persons, legal persons and other organizations have established partnerships with reference to this provision.

    66th foreign-invested partnership Enterprise shall, in accordance with the provisions of the relevant registration procedures, foreign exchange, taxation, customs and other formalities shall, according to law.

    67th Hong Kong S.A.R., and Macau S.A.R., and Taiwan area businesses or individuals in the Mainland to establish partnerships or joining the Mainland natural persons, legal persons and other organizations have established partnerships with reference to this provision. 68th these provisions come into force on March 1, 2010.

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