Chapter I General Provisions

Article 1 For the purpose of regulating the establishment of partnership enterprises by foreign enterprises or individuals, facilitating foreign enterprises or individuals to invest in China in the form of partnership and expanding foreign economic cooperation and technical exchanges, the Provisions shall, pursuant to the Partnership Business Law of the People's Republic of China (hereinafter referred to as Partnership Business Law), the Administrative Measures for the Establishment of Partnership Enterprises within China by Foreign Enterprises or Individuals and the Administrative Measures for the Registration of Partnership Enterprises of the People's Republic of China (hereinafter referred to as Administrative Measures for the Registration of Partnership Enterprises), be formulated.

Article 2 Foreign-funded partnership enterprise herein refers to the partnership enterprise established by two or more foreign enterprises or individuals in China as well as the one established by a foreign enterprise or individual and Chinese natural person, legal person or other organizations in China.

The registration of establishment, alteration and annulment of foreign-funded partnership enterprises shall be subject to the Provisions.

In case applying for handling the registration of foreign-funded partnership enterprise, an applicant should be responsible for the authenticity of application materials.

Article 3 Foreign-funded partnership enterprises should comply with the Partnership Business Law and other relevant laws, administrative regulations and rules, and be line with the policies for foreign-invested industries.

China encourages foreign enterprises or individuals with advanced technologies and administration experience to establish partnership enterprises in China to boost the development of the modern service industry and other industries.

The projects belonging to the prohibited category, marked "limited to joint venture," "limited to cooperation," "limited to joint venture and cooperation," "controlling shares at the Chinese side" and "relatively controlling shares at the Chinese side" and requiring proportion of foreign capital shall not be established as foreign-funded partnership enterprises.

Article 4 Foreign-funded partnership enterprises shall not engage in business unless they have been registered by law and acquired the business license of foreign-funded partnership enterprise.

Article 5 The State Administration for Industry and Commerce shall be in charge of the administration on registration of the foreign-funded partnership enterprises.

The State Administration for Industry and Commerce shall confer the right of check and approval of the registration of foreign-funded enterprises to the local industrial and commercial administrations (hereinafter referred to as enterprise registration organ) to take the responsibility of administration on the registration of foreign-funded partnership enterprises within their jurisdiction.

The industrial and commercial administrations of provinces, autonomous areas, municipalities directly under the Central Government, separately planned municipalities and sub-provincial cities shall be responsible for the administration on the registration of foreign-funded partnership enterprises with investment as main business.

Chapter II Establishment Registration

Article 6 The establishment of foreign-funded partnership enterprise should be qualified for the conditions as prescribed in the Partnership Business Law and the Administrative Measures for the Establishment of Partnership Enterprises within China by Foreign Enterprises or Individuals.

The wholly state-owned companies, state-owned enterprises, listed companies, public good institutions and social organizations shall not be the ordinary partners.

Article 7 Registration items for foreign-funded partnership enterprise include:

(1) Name;

(2) Main business place;

(3) Executive partner;

(4) Business scope;

(5) Type of partnership enterprise; and

(6) Name or title, country (region) and domicile, methods of bearing obligation, amount of contribution of subscribed or actually paid, payment deadline, means of contribution and assessment methods of a partner.

In case there is term of partnership in the partnership agreement, the registration items shall include the term of partnership.

In case an executive partner is a foreign enterprise, Chinese legal person or other organization, the registration items shall also include the representative entrusted by the foreign enterprise, Chinese legal person or other organization (hereinafter referred to as entrusted representative).

Article 8 The title of a foreign-funded partnership enterprise should be in line with the relevant provisions of the administration on the registration of Chinese enterprise titles.

Article 9 A foreign-funded partnership enterprise shall own only one main business place and should be in the jurisdiction where the registration organ of the enterprises is domiciled.

Article 10 In case the partnership agreement fails to agree on or all ordinary partners do not entrust an executive partner, the whole ordinary partners shall be all the executive partners.

A limited partner shall not be the executive partner.

Article 11 Types of foreign-funded partnership enterprises include foreign-funded ordinary partnership enterprises (inclusive of special ordinary partnership enterprises) and foreign-funded limited partnership enterprises.

Article 12 In case a foreign-funded partnership enterprise is established, the representative designated or the agent jointly entrusted by the whole partners should apply to the enterprise registration organ for the registration of establishment.

In case a foreign-funded partnership enterprise is applied for establishment, the following documents should be submitted to the enterprise registration organ:

(1) Establishment registration application signed by all partners;

(2) Partnership agreement signed by all partners;

(3) Subject qualification certification of the whole partners or the identification of natural person;

(4) Certification of main business place;

(5) Proxy of the representative designated or the agent jointly entrusted by all partners;

(6) Confirmation on the contribution subscribed or actually paid by each partner of all partners;

(7) Explanation qualified for the policy for foreign investment industries signed by all partners;

(8) Credit certificate issued by financial institutes engaging in business with foreign partners;

(9) Power of Attorney Legal Document Service signed by foreign partners and domestic receiver of legal document service; and

(10) Other related documents as prescribed in the Provisions.

In case the establishment of a foreign-funded partnership enterprise shall be approved as prescribed by law, administrative regulation or the State Council, relevant approval documents should be submitted.

The subject qualification certification of foreign partner or identification of natural person and overseas domicile certification should be notarized by the competent organization of the country where it is domiciled and authenticated by Chinese embassy in the country. The subject qualification certification or natural person and overseas domicile certification of Hong Kong Special Administrative Region and Macao Special Administrative Region and Taiwan should be subject to the existing related provisions.

The Power of Attorney Legal Document Service should specify that the authorized person in China should be responsible for the delivery of legal documents and state the name or title, address and contact means of the authorized person. The authorized person may be the enterprise set up by foreign partner in China, the foreign-funded partnership enterprise to be established (in case an authorized person is the foreign-funded partnership enterprise to be set up, commission shall be valid after the establishment of the foreign-funded partnership enterprise) or other relevant unit or individual in China.

Article 13 In case the business scope of a foreign-funded partnership enterprise belongs to the industries that shall be approved before registration as prescribed in the law, administrative regulation or the State Council, the approval documents should be submitted to the enterprise registration organ.

Article 14 In case a foreign partner contributes with the renminbi acquired from China by law, it should submit such relevant certification documents as domestic renminbi profits or the approval documents of foreign exchange business for capital project reinvested with other renminbi legal proceeds issued by foreign exchange administration.

Article 15 In the case of contribution in the form of kind, intellectual property, land use right or other properties or rights, and the pricing of such is decided jointly by all partners through consultation, the letter of confirmation signed by all partners for the contractual pricing shall be provided to the registration authority. In cases where all partners decide to entrust a legitimate evaluation agency to do the evaluation, the proof of valuation pricing issued by a legitimate evaluation agency in China shall be provided to the business registration authority.