外商投资合伙企业登记管理规定(英文版).doc

Decree of State Administration for Industry and CommerceNo. 47The Regulations for Administration of the Registration of Foreign-Invested Partnership Enterprises, deliberated and adopted at the executive meeting of the State Administration for Industry and Commerce of the Peoples Republic of China, are hereby promulgated and shall be effective as of March 1, 2010.Director of the State Administration for Industry and Commerce of the Peoples Republic of China, Zhou Bohua January 29, 2010Regulations for Administration of the Registration of Foreign-invested Partnership EnterprisesChapter 1General ProvisionsChapter 2Establishment RegistrationChapter 3Alteration RegistrationChapter 4Cancellation RegistrationChapter 5 Registration of BranchesChapter 6 Registration ProceduresChapter 7Annual Examination and License ManagementChapter 8Legal LiabilitiesChapter 9Supplementary ProvisionsChapter 1General ProvisionsArticle 1These Regulations are formulated in accordance with the Law of the Peoples Republic of China on Partnerships (hereinafter referred to as the Partnerships Law), the Measures for Administration of the Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals and the Measures for Administration of the Registration of Partnership Enterprises of the Peoples Republic of China (hereinafter referred to as the Measures for Administration of Partnership Enterprises Registration), for the purpose of regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals to facilitate their investment in China through establishing such partnership enterprises and expand economic cooperation and technological exchange with other countries.Article 2For the purpose of these regulations,The term “foreign-invested partnership enterprises” in these Regulations means partnership enterprises which are established within the territory of China by two or more foreign enterprises or individuals, as well as by foreign enterprises or individuals jointly with Chinese natural persons, legal persons or other organizations. These regulations shall apply to the establishment, alteration and cancellation registration of foreign-invested partnership enterprises.To apply for the registration of a foreign-invested partnership enterprise, the applicant shall be liable for the authenticity of the application materials.Article 3Foreign-invested partnership enterprises shall abide by the provisions of the Partnerships Law as well as other relevant laws, administrative regulations and rules, and shall comply with foreign investment industrial policies. The State encourages foreign enterprises or individuals possessing advanced technologies and management expertise to establish partnership enterprises within the territory of China, so as to help promote the development of the modern service industry and other industries. With respect to any project in the Guiding Catalogue of Industries for Foreign Investment which is listed under the restricted category or is marked as “limited to joint venture,” “limited to cooperation,” “limited to joint venture or cooperation,” “controlled by the Chinese party” or “relatively controlled by the Chinese party” or is subject to the restriction on proportion of foreign investment, no foreign-invested partnership enterprise may be established.Article 4Foreign-invested partnership enterprises are only permitted to conduct business activities after going through the registration and obtaining the Business License for Foreign-Invested Partnership Enterprises. Article 5The State Administration for Industry and Commerce is in charge of the administration of the registration of foreign-invested partnership enterprises throughout the country. The local administrative departments for industry and commerce authorized by the State Administration for Industry and Commerce with the power of registration of foreign-invested enterprises (hereinafter referred to as the enterprise registration authority) are in charge of the administration of the registration of foreign-invested partnership enterprises within its administrative area. The local administrative departments for industry and commerce of provinces, autonomous regions, municipalities directly under the Central Government, municipalities separately listed in the State plan or sub-provincial municipality are responsible for the administration of the registration of foreign-invested partnership enterprises which take investment making as the main business.Chapter 2Establishment RegistrationArticle 6For the purpose of establishing a foreign-invested partnership enterprise, the conditions as specified in the Partnerships Law and the Measures for Administration of the Establishment of Partnership Enterprise Within the Territory of China by Foreign Enterprises or Individuals shall be fulfilled. No wholly state-owned companyies. state-owned enterprises, listed companies, public institutions or public social organizations may become general partners.Article 7The registration particulars of foreign-invested partnership enterprises shall include: (1)Title;(2)Main operating place;(3)Executive partners;(4)Business scope;(5)Type of partnership enterprise; and(6)Name or title, country (region) and domicile of each partner, the method of assuming the liabilities, the amounts of subscribed capital contribution or the actually paid capital contribution, the time limit for payment of subscribed capital, the capital contribution method and evaluation method. In case the partnership agreement sets forth partnership term, the items to be registered shall also include the partnership term.In case the executive partner is a foreign enterprise, Chinese legal person or another organization, the items to be registered shall also include the representative appointed by such foreign enterprise, Chinese legal person or another organization (hereinafter referred to as “appointed representative”).Article 8The title of foreign-invested partnership enterprises shall comply with the provisions of the State relating to the administration of registration of enterprise title.Article 9Each foreign-invested partnership enterprise may only have one main operating place, which shall be located within the administrative area of the competent enterprise registration authority.Article 10In case no executive partner is appointed in the partnership agreement or by all general partners, all the general partners shall be executive partners. No limited partner may become the executive partner.Article 11The types of foreign-invested partnership enterprise include foreign-invested general partnership enterprises (including special general partnership enterprises) and foreign-invested limited partnership enterprises.Article 12For the purpose of establishing a foreign-invested partnership enterprise, the representative appointed or the agent jointly entrusted by all of the partners shall apply for registration of establishment to the enterprise registration authority. To apply for registration of establishment of a foreign-invested partnership enterprise, the following documents shall be submitted to the enterprise registration authority:(1)Establishment registration application form signed by all partners; (2)Partnership agreement signed by all partners;(3)Legal-subject capacity certificate of each partner (identity certificate in case of a natural person); (4)Main operation place using certificate; (5)Power of attorney for the representative appointed or the agent jointly entrusted by all of the partners;(6)Confirmation of all partners for the subscribed capital contribution or actually paid capital of each partner; (7)Statement on compliance with foreign investment industrial policies as signed by all partners;(8)The credit certificate issued by financial institutions which have business contact with the foreign partners;(9)Power of Attorney for Acceptance of Legal Documents signed by foreign partners and the recipients of legal documents within the territory of China; and(10)Other relevant documents as required by these regulations. In case the establishment of a foreign-invested partnership enterprise is subject to the approval as required in relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted. The legal-subject capacity certificates (or identity certificate in case of a natural person) and overseas domicile certificates of the foreign partners shall be notarized and verified by the competent authority in their own countries, and shall be certified by the Chinese embassies or consulates in such countries. As for a partner which is domiciled in the Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan Region, the legal-subject capacity certificate (or identity certificate in case of a natural person) and domicile certificate shall be dealt with in accordance with the existing relevant regulations. Power of Attorney for Acceptance of Legal Documents shall expressly authorize the agent to accept the legal documents on behalf of the foreign partners, and shall set forth the name or title, address and contact information of the authorized. The agent may be an enterprise set up by such foreign partner within the territory of China, a to-be-founded foreign-invested partnership enterprise (In case the agent is a to-be-founded foreign-invested partnership enterprise, the authorization shall come into force only after such foreign-invested partnership enterprise is duly established) or any other relevant entity or individual within the territory of China.Article 13In case the business scope of foreign-invested partnership enterprises cover any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted to the enterprise registration authority.Article 14Where a foreign partner pays the subscribed capital in RMB gained in accordance with the law within the territory of China, he shall submit the relevant approval documents, including the approval documents for foreign exchange dealings under capital account issued by the foreign exchange administration authority for the reinvestment of domestic RMB profits or other lawful RMB proceeds, etc.Article 15In case the subscribed capital is paid in kind, intellectual property right, land use right or other property rights, the price thereof shall be determined by all partners through negotiation, and the confirmation letter for the negotiated price signed by all partners shall be submitted to the enterprise registration authority; in case the price is determined by a legally-recognized Chinese appraisal organization entrusted by all partners, the price appraisal certification issued by such appraisal organization shall be submitted to the enterprise registration authority.In case the foreign general partner pays the subscribed capital with labor services, the relevant documents of permit for employment of foreigners shall be submitted to the enterprise registration authority, and the specific procedure shall be subject to the relevant provisions of China.Article 16In case the professional qualification certificates of the partner shall be submitted for the establishment of a special general partnership enterprise as required in the relevant laws or administrative regulations, such certificates shall be submitted to the enterprise registration authority in accordance with the provisions of such laws or administrative regulations.Article 17The establishment date of a foreign-invested partnership enterprise shall be the date on which the business license for such foreign-invested partnership enterprise is issued.Chapter 3Alteration RegistrationArticle 18Where a foreign-invested partnership enterprise has its registration altered, it shall, within 15 days after the decision on such alteration is made or such alteration occurs, apply to the original enterprise registration authority for alteration registration.Article 19For the purpose of applying for alteration registration, a foreign-invested partnership enterprise shall submit the following documents to the original enterprise registration authority:(1)The alteration registration application form signed by the executive partner or the representative appointed thereby;(2)The decision on alteration signed by all general partners, or the decision on alteration signed by the persons as agreed in the partnership agreement; and(3)Other relevant documents as required by these Regulations.In case the alteration is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval document shall also be submitted. In case of alteration to the registered matters such as the executive partner, the type of partnership enterprise, name or title of any partner, the methods of assuming the liabilities, the subscribed capital contribution or actually paid capital of each partner, the time limit for payment of subscribed capital, the capital contribution method and evaluation method, the signatures on the relevant application documents shall be notarized by a legally-recognized Chinese notarization institution.Article 20In case a foreign-invested partnership enterprise modifies its main operation site, such enterprise shall apply for alteration registration and submit the new main operation site using certificate. In case a foreign-invested partnership enterprise moves its main operation site out of the administrative area of the original enterprise registration authority, such enterprise shall apply for alteration registration with the enterprise registration authority of the place where the new business place is located; where the enterprise registration authority of the place where the new business place is located accepts such application, the original enterprise registration authority shall transfer the registration files of such enterprise to the enterprise registration authority of the place where the new business place is located.Article 21In case of alteration to the executive partner of a foreign-invested partnership enterprise, such enterprise shall submit the altered partnership agreement signed by all partners. In case the new executive partner is a foreign enterprise, Chinese legal person or another organization, the power of attorney issued to the appointed representative and the identity certificate of the appointed representative shall also be submitted. In case of alteration to the representative appointed by the executive partner, the power of attorney issued to the new representative and the identity certificate of the new representative shall be submitted. Article 22In case a foreign-invested partnership enterprise modifies its business scope, such enterprise shall submit the statement on compliance with foreign-investment-related industrial policies. In case the altered business scope covers any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, such enterprise shall, within 30 days after obtaining the approval by the relevant competent authority, apply to the original enterprise registration authority for alteration registration. In case any business within the business scope of a foreign-invested partnership enterprise is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, and the relevant license or other approval document is revoked or cancelled or expires, such enterprise shall, within 30 days after such license or other approval document is revoked or cancelled or expires, apply to the original enterprise registration authority for alteration registration or cancellation registration. Article 23In case a foreign-invested partnership enterprise modifies the type of partnership enterprise, such enterprise shall, in accordance with the conditions for establishment of the new type of partnership enterprise and within the specified time limit, apply to the enterprise registration authority for alteration registration and submit the relevant documents in accordance with laws. Article 24 In case any partner of a foreign-invested partnership enterprise modifies its name (title) or domicile, the supporting documents for the alteration to name (title) or domicile shall be submitted.The supporting documents for alteration to name (title), country (region) or overseas domicile of a foreign partner shall be notarized and verified by the competent authority in its own country, and shall be verified by the Chinese embassy or consulate in such country. As for a partner which is domiciled in the Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan region, the supporting documents for alteration to name (title), region or overseas domicile shall be dealt with in accordance with the relevant provisions.Article 25In case a partner increases or reduces its capital contribution to the foreign-invested partnership enterprise, the written confirmation on the subscribed capital contribution or actually paid capital of each partner signed by all partners or by the persons specified in the partnership agreement shall be submitted to the original enterprise registration authority.Article 26In case a