Order of State Administration for Industry and Commerce No.47

Administrative Rules for Registration of Foreign-Invested Partnerships

Contents

Chapter I General Provisions

Chapter II Registration for the Establishment

Chapter III Change(s) in Registration

Chapter IV Nullification of Registration

Chapter V Registration of Branch Office(s)

Chapter VI Registration Process

Chapter VII Annual Inspection and License Management

Chapter VIII Legal Liability

Chapter IX Supplementary Provisions

Chapter I ?General Provisions

Article 1 These Measures are formulated to regulate foreign enterprises or individual establishing partnerships for the purpose of expanding international economic communication, in accordance with the Partnership Enterprise Law of China (hereinafter referred to as the Partnership Enterprise Law), Management Measures on Foreign Enterprise or Individual Establishing Partnership in China, and Measures of China for the Administration of Partnership Enterprise Registration (hereinafter referred Measures of Adiministration of Partnership Enterprise Registration).

Article 2 The term "foreign partnership enterprise" as mentioned in this law refers to a partnership enterprise established in China by more than two foreign enterprises or individuals , or by foreign enterprise or individual and Chinese natural person, legal person or other organizations.

This law apply to foreign partnership enterprises?establishment, change(s), and nullification.

Applicants shall take responsibility for the truth of application materials when apply for foreign partnership enterprises registration.

Article 3 Foreign partnership enterprise shall comply with the Partnership Enterprise Law, other relevant laws and regulations, meanwhile accord with foreign investment industries policies.

The State encourages those foreign enterprise and individuals with advanced technology and management experience to establish partnership enterprises in China, for the purpose of the development of modern services.

For some special industries in accordance with Catalogue for the Guidance of Foreign Investment Industries, which demonstrate prohibited, or "joint ventures only" "contractual joint ventures only" "equity joint ventures or contractual joint ventures only" "Chinese partner shall hold the majority of shares" " the Chinese party shall hold the relative majority of shares?or request for foreign capital proportion, shall not establish foreign partnership enterprise.

Article 4 A foreign partnership enterprise may engage in business operations only upon the approval and registration by the enterprise registration organ in accordance with law and obtainment of a business license.

Article 5 The department of industry and commerce administration under the State Council shall take charge of the work of partnership enterprise registration nationwide.

The Local Bureau of the Administration for Industry and Commerce authorised by the SAIC (hereinafter enterprise registration organ) shall be responsible for the foreign partnership enterprise registration in areas under their respective jurisdiction.

The Local Authority of Administration for Industry and Commerce of provinces, municipalities, municipalities directly under the central government and municipalities with independent planning status, and deputy province, shall be responsible for foreign partnership enterprise registration which principal business is investment.

Chapter II ?Registration for Establishment

Article 6 The qualifications prescribed in the Partnership Enterprise Law and Management Measures on Foreign Enterprise or Individual Establishing Partnership in China shall be met for the establishment of a partnership enterprise.

No wholly state-funded company, state-owned company, listed company, public-welfare-oriented institution or social organization may become a common partner.

Article 7 The registration matters of a foreign partnership enterprise shall include:

1. the name,
2. business site,
3. business scope,
4. the executive partner,
5. the mode of operations of the partnership enterprise and
6. the names of partners and their nationalities, residences, method of responsibility undertaking, the amount of subscribed capital, time limit of subscription, mode of subscription, and valuation method.

The term of the partnership shall be included in registration matters if it has been determined.

Also, an appointed representative shall be included in registration matters if the executive partner is foreign enterprise, Chinese legal person or other organizations.

Article 8 The name of foreign partnership enterprise shall comply with the relevant national regulations.

Article 9 The business site of the foreign partnership enterprise shall only be one, and shall be located in the jurisdiction under enterprise registration authority.

Article 10 All common partners shall be executive if no executive partner arranged or appointed.

Limited partners shall not be the executive partner.

Article 11 The types of foreign partnership enterprises include general foreign partnership enterprises (including special general partnership) and limited liability foreign partnership enterprises.

Article 12 For the establishment of a foreign partnership enterprise, the representative designated or the agent entrusted by all the whole shall apply to the enterprise registration organ for establishment registration.

Article 13 To apply for the establishment of a foreign partnership enterprise, an applicant shall submit the following documents to the enterprise registration organ:

1. an application form for establishment registration as signed by all the partners;
2. the partnership agreement signed by all the partners;
3. identity certificates of all the partners;
4. the certificate on the main business place;
5. a power of attorney issued to the representative designated or the agent entrusted by all the partners;
6. confirmations letters issued by all the partners for each partner’s financial subscription or actual payment;
7. the demonstration fit for the foreign investment industry policy signed by all partners;
8. the certificates issued by financial institutions on business dealings with foreign partners;
9. the ‘power of attorney?agreed by foreign partners and receivers in China; and
10. other documents required to be submitted by the administrative department for industry and commerce under the State Council

In case any law, administrative regulation or the State Council provides that a foreign partnership enterprise shall be established with approval, a pertinent approval document shall be submitted as well.

Identity or residence certificates of foreign partners shall be authenticated by both authorities in the foreign country that the partner is resident or located and embassies (consulates) in the foreign country dispatched by China. Identity or residence certificates of partners from Hong Kong, Macau, Taiwan shall be dealt with in accordance with the relevant rules.

The "power of attorney" shall authorize recipients in territory of China, and indicate the name, address and contact information of the authorized person. The authorized person may be a Chinese enterprise established by foreign partners, as well as the establishing foreign partnership enterprise (become effective since established) or other enterprises and persons.

Article 13 Where there is any item in the business scope of a foreign partnership enterprise which requires approval before registration according to any law, administrative regulation or the provisions of the State Council, a pertinent approval document shall be submitted to the enterprise registration organ.

Article 14 Foreign partners using RMB obtained in China to make contributions shall submit relevant certificate on the verification documents of foreign exchange business under relevant capital items from profits obtained in China or other legal incomes by authorities of foreign exchange management.

Article 15 Where the financial contributions are made in kind, intellectual property right, land use right or other properties, the value of which is to be determined by all the partners through negotiations, a confirmation letter on negotiated valueas signed by all the partners shall be submitted to the enterprise registration organ. In case all the partners entrust a legal evaluation institution for evaluation, a evaluation certificate as issued by that Chinese legal evaluation institution shall be submitted to the enterprise registration organ.

General foreign partners make contributions in labor service, shall submit employment approval documents to enterprise registration organ, procedures are according to relevant rules.

Article 16 In case any law or administrative regulation provides that a professional qualification certificate of the partner is required for the establishment of a special general partnership enterprise, a pertinent certificate shall be submitted to the enterprise registration organ.

Article 17 The date of issuance of a business license for a foreign partnership enterprise shall be the date of establishment of the partnership enterprise

Chapter III Change(s) in Registration

Article 18 In case an alteration occurs to the registration items of a foreign partnership enterprise, the foreign partner shall apply to the original enterprise registration organ for alteration registration within 15 days after the decision of alteration is made or the cause of alteration occurs.

Article 19 To apply for alteration registration, a foreign partnership enterprise shall submit the following documents to the original enterprise registration organ:

1. an application form for alteration registration as signed by the managing partner or the assigned representative;
2. a written decision of alteration as signed by all the partners or by the persons as stipulated in the partnership agreement; and
3. other documents that are required to be submitted by the administrative department for industry and commerce under the State Council.

In case any law, administrative regulation or the State Council provides that the alteration shall be subject to approval, a pertinent approval document shall be submitted as well.

Changes in executive partners, the type of partnership enterprise, name of partners, responsibility shoulder methods, partner’s financial subscription or actual payment, subscription time limit, subscription methods or evaluation method, the signatures of applicant documents shall be authenticated by Chinese notary authorities.

Article 20 Changes in main business place, the foreign partnership enterprise shall apply for change in registration, and submit certificate on the new main business place.

The new main business place located outside the jurisdiction of original enterprise registration organ, the foreign partnership enterprise shall apply for changes in registration to the move-in enterprise registration organ. As the move-in enterprise registration organ accept, original enterprise registration organ shall transfer the registration files to the move-in enterprise registration organ.

Article 21 Changes in executive partner, the foreign partnership enterprise shall submit the amended partnership agreement signed by all the partners.

If the new executive partner is foreign enterprise, Chinese legal person or other organizations, the appointed representative shall also be submited

Changes in executive partner appointed representative, the certificate of identification and power of attorney shall be submitted.

Article 22 Changes in business scope, the foreign partnership enterprise shall submit demonstration fit for the foreign investment industry policy.

Amended business scope must be approved by authorities in accordance with the relevant law, administrative regulation or the State Council, the foreign partnership enterprise shall apply for changes registration to the original enterprise registraion organ within 30 days since approval

If the original business scope have been approved by authorities in accordance with the relevant law, administrative regulation or the State Council, as the license is revoked or at its expiration, the foreign partnership enterprise shall apply for changes registration within 30 days since revocation or expiration.

Article 23 Changes in the mode of partnership enterprise, the foreign partnership enterprise shall apply for changes registration within legal deadline, and submit relevant documents.

Article 24 Changes in name or residence of foreign partners, foreign partnership enterprise shall submit relevant certificate documents.

Amended name or residence certificates of foreign partners shall be authenticated by both authorities in foreign country where the partner is located and the embassies (consulates) in foreign country dispatched by China. Amended name or residence certificates of partners from Hong Kong, Macau, Taiwan shall dealt with on the basis of relevant rules.

Article 25 If increase or deduct contribution to foreign partnership enterprise, the partner shall submit confirmation signed by all partners for the partner’s financial subscription or actual payment to the original enterprise registraion organ.

Article 26 - If there is admission of a new partner, the foreign partnership enterprise shall apply for changes registration to original enterprise registraion organ.

If a new partner takes admission through accepting the orignal partner’s property share, they shall submit the agreement of property share transfer.

Article 27 If all foreign partners withdraw from the partnership, the partnership enterprise shall apply for change of registration in accordance with “Measures of the Registration of Partnership Enterprises?for its continuous existence.

Article 28 If the modification of partnership agreement does not involve registration items, the foreign partnership enterprise shall file the modified partnership agreement to the original enterprise registration organ.

Article 29 If foreign partners change legal documents recipients in territory of China, shall resign the “power of attorney?and file to original enterprise registraion organ.

Article 30 In case the alteration of a business license is required for the alteration of registration items of a foreign partnership license, the enterprise registration organ shall reissue a business license.

Chapter IV Nullification of Registration

Article 31 In the case of dissolution of a foreign partnership enterprise, the liquidators shall carry out the liquidation according to ‘The Partnership Enterprise Law? The liquidators shall, within 10 days after the liquidation is determined, report the name list of liquidators to the enterprise registration organ for archival filing.

Article 32 In the case of dissolution of a foreign partnership enterprise, the liquidators shall go through deregistration formalities at the original enterprise registration organ within 15 days after the conclusion of liquidation.

Article 33 For the deregistration of a partnership enterprise, the following documents shall be submitted:

(1) an application form for deregistration as signed by all the partners;

(2) the bankruptcy ruling entered by the people’s court, the decision made by the foreign partnership enterprise according to the ‘Law on Partnership Enterprises? the closedown order issued by the administrative organ, or the document on revoking the business license or canceling the foreign partnership enterprise; and

(3) the liquidation report as signed and sealed by all the partners.

If the foreign partnership enterprise have branch offices, the foreign partnership enterprise shall submit documents on nullification registration of branch offices when applying for nullification registration.

At the time of deregistration, a foreign partnership enterprise shall return its business license.

Article 34 After deregistration by the enterprise registration organ, a foreign partnership enterprise will be terminated.

Chapter V Registration of Branch Office(s)

Article 35 To establish a branch, a foreign partnership enterprise shall apply for establishment registration with the enterprise registration organ at the place where the branch is to be established.

Article 36 The registration items of a branch include its name, business place, business scope, name and domicile of the person in-charge of the branch.

The business scope of a branch shall not go beyond that of its parent partnership enterprise.

In case a foreign partnership enterprise has its deadline, the registration items of a branch shall also include the operational period of the branch. The operational period of a branch shall not go beyond the deadline of its parent partnership enterprise.

Article 37 To establish a branch, a foreign partnership enterprise shall submit the following documents to the enterprise registration organ at the place where the branch is to be established:

1. an application form for establishment registration of a branch;
2. a written decision on establishment of a branch as signed by all the partners;
3. a photocopy of the foreign partnership enterprise’s business license, which shall bear the seal of the partnership enterprise;
4. a power of attorney and the identity certificate of the person designated by all the partners to take charge of the affairs of the branch;
5. the certificate on business place; and
6. other documents required to be submitted according to this regulation.

In case any law, administrative regulation or the State Council provides that a branch of a partnership enterprise shall be established with approval, a pertinent approval document shall also be submitted.

Article 38 Where there is any item in the business scope of a branch that requires approval before registration according to any law, administrative regulation or the provisions of the State Council, a pertinent approval document shall be filed with the enterprise registration organ at the place where the branch is to be established.

Article 39 Foreign partnership enterprise applying for changes or nullification of branch offices, shall proceed according to relevant articles on changes or nullification of foreign partnership enterprise in this regulations.

Article 40 In case of establishing branch offices, foreign partnership enterprise shall file to the original enterprise registration organ with a photocopy of the branch office’s business license with 30 days after the registration of the branch office’s establishment.

In case of changes to the registration of branch offices, the parent partnership enterprise shall file to the original enterprise registration organ with 30 days after branch office’s changes are registered.

In case of the nullification of registration of branch offices, the parent partnership enterprise shall file to the original enterprise registration organ with 30 days after branch office’s application for nullification.

Article 41 The date of issuance of a business license for a branch office, shall be the date of establishment of the foreign partnership enterprise branch office.

Chapter VI Registration Process

Article 42 In case the application materials submitted by an applicant are complete and in statutory forms, the enterprise registration organ shall make the registration on the spot if possible, and issue a business license for the foreign partnership enterprise.

Except the circumstance as provided in the preceding paragraph, the enterprise registration organ shall, within 20 days after acceptance of an application, make a decision on whether the registration is approved or not. In case the organ approves the registration, it shall issue a business license for the partnership enterprises; otherwise, it shall give a written reply and make an explanation..

As for those restrictive items which need not be approved according to ‘Catalogue for the Guidance of Foreign Investment Industries?or other items refer to duty of relevant authorities, the enterprise registration organ shall ask for suggestions to relevant authorities within 5 days after application. The enterprise registration organ shall, within 5 days after acceptance of a suggestion from relevant authorities, make a decision on whether the registration is approved or not. In case the organ approves the registration, it shall issue a business license for the partnership enterprises; otherwise, it shall give a written reply and make an explanation..

Article 43 Foreign partnership enterprise shall, if its business scope refer to those items must be approved by governments, deal with the approval procedure according to the relevant regulations.

Article 44 In case of the registration on establishment, changes or nullification of the foreign partnership enterprise, the enterprise registration organ shall provide the information about the registration on establishment, changes or nullification to the commerce authority at the same level.

Article 45 The enterprise registration organ shall record foreign partnership enterprise’s registration items on register book and provide it to public.

Article 46 In the case of a license revocation, the foreign partnership enterprise organ shall issue the relevant information to public.

Chapter VII  Annual Inspection and License Management

Article 47 A foreign partnership enterprise and their branch offices shall, in light of the requirements of the enterprise registration organ, submit an annual inspection report and other documents within the time limit from 1, March to 30, June annual, and accept the annual inspection.

After annual inspection, the foreign partnership enterprise organ shall notify the inspection information to he commerce authority at the same level.

Article 48 The business license of a partnership enterprise shall have an original and duplicates, both with equal legal force.

A foreign partnership enterprise and its branch offices may apply for a number of duplicates of its business license with the enterprise registration organ in light of its business demands.

A foreign partnership enterprise shall put the original of its business license at an eye-catching position of its business place.

Article 49 No entity or individual may forge, alter, sell, lease or lend its business license or transfer it by other means.

In case the business license is lost or damaged, a foreign partnership enterprise shall make an announcement for annulment of its business license on the newspapers or magazines designated by the enterprise registration organ, and apply for re-issuance or replacement with the enterprise registration organ.

Article 50 The specimen of originals and duplicates of business licenses for foreign partnership enterprises and their branches shall be determined by the state administrative department for industry and commerce.

Chapter VIII Legal Liability

Article 51 Where an entity operates in the name of a foreign partnership enterprise or a foreign partnership enterprise branch without obtaining a business license, the foreign enterprise registration organ shall punish according to article 36 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Where a foreign partnership enterprise engage in prohibited items or restrictive items without approval in basis of 'Catalogue for the Guidance of Foreign Investment Industries', enterprise registration organ and other relevant authorities could punish in according to Measures on Banned Procedures of businesses operating without license. In case any law, administrative regulation or the State Council provides alternative measures, according to those regulations.

Article 52 Where a partnership enterprise obtains the registration by submitting false documents or other deceptive means, the enterprise registration organ shall punish in according to article 37 of Measures of the Registration of Partnership Enterprises.

Article 53 Where a partnership enterprise fails to go through changes registration formalities according to these Provisions for an changes occurring to the registration items, the enterprise registration organ shall punish according to article 38 of ’Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China?

Article 54 Where a partnership enterprise fails to use the words "general partnership", "special general partnership" or "limited liability partnership" in its name, the enterprise registration organ shall order shall punish according to article 39 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 55 Where a foreign partnership enterprise fails to deal with those items not related to registration as agreement modification, branch offices or put the name list of liquidators into archives according to these Rules, the enterprise registration organ shall punish according to article 40 of Measures of the Registration of Partnership Enterprises.

Where a foreign partnership enterprise fails to put 'power of attorney' to files according to this Rules, the enterprise registration organ shall order it to make correction, if it still fails to file within the prescribed time limit, it shall be given a fine of no more than 2000 yuan.

Article 56 Where the liquidators for a foreign partnership enterprise fail to submit a liquidation report with the enterprise registration organ, or the liquidation report has been submitted but with some important facts concealed or missed, the enterprise registration organ shall punish according to article 41 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 57 Where a foreign partnership enterprise fails to accept annual inspection according to these Rules, the enterprise registration organ shall punish according to article 42 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 58 Where a foreign partnership enterprise conceals facts and resorts to fraudulent means in any annual inspection, the enterprise registration organ shall punish it according to article 43 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 59 Where a foreign partnership enterprise fails to put the original of its business license in an eye-catching position of its business place, the enterprise registration organ shall punish according to article 44 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 60 Where a foreign partnership enterprise alters, sells, leases or lends its business license or transfers its business license by other means, the enterprise registration organ shall punish according to article 45 of Measures for the Administration on the Establishment of Partnership Business by Foreign Enterprises or Individuals in China.

Article 61 Where a foreign partnership enterprise's branch office undergo one of the unlegal matters according to this Chapter, it is apply to relevant articles of this Chapter.

Article 62 Where the enterprise registration organ breaches industry policy to approve the registration of those should not be approved or reject the registration of those should be approved, the person in charge of the said organ shall shoulder the administrative responsibility.

Where any functionary of the enterprise registration organ abuses his power, resorts to deception for personal gains, takes bribes or encroaches upon the lawful rights and interests of partnership enterprises, he shall be given a sanction

Chapter IX Supplementary Provision

Article 63  A partnership enterprise which established by person, legal person or other organizations of China shall , if foreign enterprise or person take admission to said partnership enterprise, apply for changes registration to the enterprise registration organ according to this Rules.

Article 64 A foreign partnership enterprise invest in China, whose main business is investment, shall deal with relevant laws, administrative regulations, and rules refer to investment.

Article 65 Foreign-funded investment company, foreign-funded entrepreneurship establish or take admission to partnership enterprises which are established by person, legal person or other organizations of China, shall make reference to this Rules.

Article 66 Foreign partnership enterprises shall, after handling registration procedures according to this Rules, handle procedures in foreign exchange, taxation, and customs.

Article 67 Enterprises or persons from Hong Kong, Macau or Taiwan that establish a new partnership enterprise or take admission to old partnership enterprise which are established by person, legal person or other organizations of the interior, shall make reference to this Rules.