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Government Documents
Government Documents
UPDATED: April 23, 2010
Administrative Provisions on the Registration of Foreign-Funded Partnership Enterprises
Promulgated by the State Administration for Industry and Commerce of the People's Republic of China on January 29, 2010 and effective as of March 1, 2010
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In case where a foreign ordinary partner makes contribution with labor service, the foreigner employment permission document should be submitted to the registration authority, with specific procedures subject to relevant provisions of the state.

Article 16 In cases where laws or administrative regulations specifically ask for the establishment of special ordinary partnership businesses, the proof of professional qualifications of partners shall be provided to the business registration authority in accordance with related laws and administrative regulations if necessary.

Article 17 The date of issuance of a business license for a foreign-funded partnership enterprise is the date of establishment of that foreign-funded partnership enterprise.

Chapter III Modification Registration

Article 18 For changes in the items of the registration, the foreign-funded partnership enterprise should go through the alteration registration procedures with the original organ of registration within 15 days starting from the date when the decision of alteration is made or the alteration occurs.

Article 19 When applying for alteration of the items of registration, the following documents shall be submitted to the original body of registration:

(1) Application for registration alteration signed by the executive partner or representative;

(2) The decision of modification signed by all ordinary partners or decision of modification signed by personnel specified in the partnership agreement; and

(3) Other documents as required in the Provisions.

For alterations of the registrations of a foreign-funded partnership business that require examination and approval by law, administrative regulation or the State Council, the related documents of examination and approval should also be submitted.

In case modification of registration items including executive partners, type, name or title, methods of bearing obligation, amount of contribution of subscribed or actually paid, payment deadline, means of contribution and assessment methods of a foreign-funded partnership enterprise, the signature of relevant applications should be notarized by Chinese legal notarization authority.

Article 20 In case a foreign-funded partnership enterprise alters its main business place, it should apply for modification registration and submit the new certification of main business place use.

In case a foreign-funded partnership enterprise alters the main business place out of the jurisdiction of the former registration authority, it should apply for the modification registration in the registration authority where its main business place is relocated. In case the registration authority accepts the application, the former registration authority shall transfer the enterprise registration files into the one where the enterprise's main business place is relocated.

Article 21 In case the modification of the executive partner of a foreign-funded partnership enterprise is made, the revised partnership agreement signed by all partners should be submitted.

In case the newly-appointed executive partner is a foreign enterprise, Chinese legal person or other organization, power of attorney and identification of natural person should be submitted.

In case the representative entrusted by executive partner alters, the power of attorney of the successor and identification of natural person should be submitted.

Article 22 In case a foreign-funded partnership enterprise alters business scope, it should submit the explanation qualified for the policy for foreign investment industries.

The altered business scope belongs to the industries that shall be approved before registration as prescribed by laws, administrative regulations or the State Council, the partnership enterprise should apply for modification registration to the former registration authority within 30 days starting from the approval of relevant department.

In case the business scope of a foreign-funded partnership enterprise belongs to the projects that shall be approved by laws, administrative regulations or the State Council, whose license or other approval document is revoked or cancelled, or expired. The partnership enterprise should apply to the former registration authority for modification or cancellation registration within 30 days upon the revocation or cancellation or the expiration of the license or other approval document.

Article 23 In case a foreign-funded partnership enterprise alters the type of partnership enterprise, it should apply to the registration authority for modification registration and submit relevant documents by law within the prescribed period in accordance with the conditions for the enterprise type to be altered.

Article 24 In case a foreign-funded partnership enterprise alters the name (title) or domicile of a partner, it should submit the certification documents of name (title) or domicile modification.

The certification documents of the name (title), country (region) or overseas domicile modification of a foreign partner should be notarized by the competent authority of the country where it is domiciled and confirmed by Chinese embassy in the country. The certification documents of the name (title), region or oversea domicile modification of a partner from Hong Kong Special Administration Region, Macao Special Administration Region and Taiwan should be subject to the exiting related provisions.

Article 25 In case a partner increases or reduces contribution to a foreign-funded partnership enterprise, it should submit to the former registration authority the confirmation signed by all partners or personnel in the partnership agreement of contribution subscribed or actually paid by the partner.

Article 26 For a new partner, a foreign-funded partnership enterprise should apply to the former registration authority for modification registration with the submitted documents subject to relevant provisions as prescribed in Chapter II herein.

In case a new partner is based on the transfer of part of or all the property share of a former partner in a foreign-funded partnership enterprise, it should submit the property share transfer agreement.

Article 27 In case a foreign partner withdraws from a foreign-funded partnership enterprise, which continues to operate, it should apply for modification registration in accordance with the procedures as prescribed in the Administrative Measures for the Registration of Partnership Enterprises.

Article 28 In case the modification of a partnership agreement is not involved in registration, a foreign-funded partnership enterprise should submit the revised partnership agreement or the resolution on revising the partnership agreement to the former registration authority for filing.

Article 29 In case a foreign partner alters the domestic receiver of legal document delivery, the Power of Attorney Legal Document Service should be resigned and reported to the former registration authority for filing.

Article 30 In case the modification registration of a foreign-funded partnership enterprise is involved in the modification of the business license, the registration authority should renew the business license.

Chapter IV Registration of Cancellation

Article 31 The dissolution of a foreign-funded partnership enterprise should be liquidated by liquidating partner in accordance to the Partnership Business Law. The liquidating partner should report its member list to the registration authority for filing within 10 days upon being confirmed the liquidating partner.

Article 32 In case a foreign-funded partnership enterprise is dissolved, the liquidating partner should handle the registration of cancellation in the former registration authority within 15 days upon the completion of liquidation.

Article 33 A foreign-funded partnership enterprise should submit the following documents while handling the registration of cancellation:

(1) Application of registration of cancellation signed by liquidating partner;

(2) Bankruptcy judgment by the people's court, decision made by a foreign-funded partnership enterprise in accordance with the Partnership Business Law and revoked business license or cancelled documents of a foreign-funded partnership enterprise by law, which is ordered to be closed down by administrative body; and

(3) Liquidation report signed and sealed by all partners (liquidation report should state the explanation for finishing the procedures of taxation and customs tax payment).

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