中外合资经营企业法实施条例英文版

1、Implementing Regulations of the Law of the Peoplers Republic of China on Sino-Foreign Equity Joint Ventures (Revised in 2014) (Edited by Lexiscn.)Procnulgat ion date02-19-2014Effective regionNATIONALPromulgatorState Counci 1Document noOrder of the StateCounci 1 No. 648EffectivenessEffectiveEffective

2、 date2014-03-01CategoryForeign Investment Enterprise ( Company Law-l;oreign Investment Enterprise )Implementing Regulations of the Law of the People* s Republic of China on Sino- Foreign Equity Joint Ventures (Revised in 2014) (Edited by Lexisen)Order of the State Counc i1 No. 648February 19. 2014(P

3、romulgated by the State Counci 1 on September 20. 1983, firsly amended by the State Council according to the Revision of Article 100 of the Implementing Regulations of the Law of the Peoples Republic of China on Sino-Foreign Equity Joint Ventures on January 15, 1986, and secondly amended according t

4、o the Revision of Paragraph 3, Article 80 of the Implementing Regulations of the Law of the Peoples Republic of China on Sino-Foreign Equity Joint Ventures on December 21, 1987, and further amended in accordance with the Decision of the State Counci 1 on the Revision of the Implementing Regulations

5、of the Law of the Peoples Republic of China on Sino-Foreign Equity Joint Ventures on July 22, 2001, and finally amended in accordance with Decision of the State Council on Abolishing and Revising Some Administrative Laws and Regulations on January 8, 2011； amended for the fifth time according to Dec

6、i sion of the State Council on Repealing and Revising Certain Administrative Regulations on February 19. 2014)Chapter I General ProvisionsArticle 1 These Regulations are formulated for the purpose of facilitating the smooth implementation of the Law of the Peoples Repub1ic of China on Sino-Foreign E

7、quity Joint Ventures (hereinafter referred to as the Law on Sino-Foreign Equity Joint Ventures1)Article 2 Sino-foreign equity joint ventures (hereinafter referred to as Joint ventures*) established within the territory of China in accordance with the Law on Sino-foreign Equity Joint Ventures are leg

8、al persons in China and are governed and protected by Chinese lawsArticle 3 Joint ventures established within the territory of China shall be able to promote the economic development of China and the enhancement of science and technology, and facilitate the socialist modernization and construction I

9、ndustries in which the establishment of joint ventures is encouraged, permitted, restricted or prohibited by the State shall be determined in accordance with the provisions of the State in the Regulations on Foreign Investment Guidelines and the Guidance Catalogue of Foreign Investment IndustriesArt

10、icle 4 An application for establishing a joint venture shall not be approved under any of the following circumstances：1. damages China* s sovereignty；2. violates Chinese laws；3. is not in conformity with the requirements of the development of China* snational economy；4. causes environmental pollutio

11、n； or5. there is obvious inequity in the agreements, contracts and Articles of association signed, impairing the rights and interests of one party to the joint ventureArticle 5 A joint venture shall have the right to independently conduct business and management within the scope as prescribed by Chi

12、nese laws and regulations, and by the agreement, contract and Articles of association of the joint venture The departments concerned shall provide support and assistanceChapter II Establishment and RegistrationArticle 6 The establishment of joint ventures within the territory of China shall be subje

13、ct to the examinat ion and approval of the Ministry of Foreign Trade and Economic Cooperation of the People1s Republic of China (hereinafter referred to as MOFTEC) Upon approval, MOFTEC shall issue a certificate of approva1.The State Council shall authorize the peoples government in provinces, auton

14、omous regions and municipalities directly under the Central Government and the relevant departments under the State Council the power to examine and approve the establishment of joint ventures which satisfy the following conditions：1. Where the total amount of capital contribution is within the exam

15、ination and approval authority as prescribed by the State Council and the source of capital of the Chinese party to the joint venture has been ascertained；2. Where there is no need for the State to allocate additional raw materials, and the national balanee of fuel, power, transportation and foreign

16、 trade export quota, etc. is not affectedJoint ventures established upon appioval as prescribed in the preceding paragraph shall be filed with MOFTEC for the record.MOFTEC and the State Council authorized peoples government in provinces,autonomous regions and municipalities directly under the Centra

17、l Government and the relevant departments under the State Counci 1 shall hereinafter collectively referred to as the examination and approval authoritiesArticle 7 When applying for the establishment of a joint venturef the Chinese party and the foreign party to the joint venture shall jointly submit

18、 the following documents to the examination and approval authorities：1. an application for the establishment of a joint venture；2. the feasibi1ity study report jointly prepared by the parties to the joint venture；3. joint venture agreements, contracts andArticles of association executed by the repre

19、sentatives authorized by the parties to the joint venture；4. lists of candidates for chairperson, vice chairperson and directors nominated by the parties to the joint venture；5. other documents required by the examination and approval authorities.Documents listed in the preceding paragraph shal1 be

20、written in Chinese, and documents (2). (3) and (4) can be written simultaneously in a foreign language agreed upon by the parties to the joint venture Documents written in both languages shall be equally authenticeffectiveAnything inappropriate in the submitted documents found by the examination and

21、 approval authorities shal1 be required to be amended within a specified time limit.Article 8 Upon receipt of al 1 the documents stipulated in Article 7 hereof, the examination and approval authorities shal1, within 3 months, decide whether to approve or di sapproveArticle 9 The applicant shall, wit

22、hin one month upon receipt of the certificate of approval, go through the registration formalities with the administrative authority for industry and commerce (hereinafter referred to as the registration authority) in accordance with the relevant provisions of the State The date on which the busines

23、s license of the joint venture is issued shall be the date of the establishment of the joint ventureArticle 10 For the purposes of these Regulations, joint venture agreement* refers to the document agreed upon by the parties to the joint venture on some major points and principles regarding the esta

24、blishment of the joint venture HJoint venture contractw refers to the document in which a consensus is reached by the parties to the joint venture on their mutual rights and obiigations nArticles of association refers to the document agreed upon by the parties to the joint venture specifying the pur

25、poses, organizational principles and methods of numagement of the joint venture in compliance with the principles of the joint venture contract Where the joint venture agreement is in conflict with the joint venture contract, the latter shall prevai1. The parties to the joint venture may agree to si

26、gn the joint venture contract and Articles of association only, without concluding a joint venture agreementArticle 11 A joint venture contract shall include the following main particulars：1. the names. the countries of registration, the legal addresses of parties to the joint venture, and the names

27、, positions and nationalities of the legal representatives thereof:2. the name of the joint venture, its legal address, purposes and the scope and scale of business；3. the total amount of capital contribution and registered capital of the joint venture, the amount, proportion and forms of capital co

28、ntribution of each party to the joint venture, the time limit for making capital contribution, stipulations concerning contribution in default and equity transfer；4. the proportion of profit to be distributed and losses to be borne by each party；5. the composition of the board of directors, the numb

29、er of directors to be appointed by each party, and the responsibilities, powers and means of employment of the general manager, deputy general manager and other high-ranking managerial personnel；6. the main production equipment and technology to be adopted and their source of supply；7. the ways and

30、means of purchasing raw materials and sei 1ing finished products；8. the principles governing the handling of finance, accounting and auditing；9. the stipulations concerning labor management, wages, welfare, and labor insurance；10. the duration of the joint venture, its dissolution and the procedures

31、 for1iquidation；11. the 1iabilities for breach of contract；12. the ways and procedures for settling disputes between the parties to the joint venture； and13. the language(s) used in the contract and the conditions on which the contract comes into forceThe annex to a joint venture contract shall carr

32、y the same effect as the contract itsel fArticle 12 Chinese laws shall apply to the conclusion, validity, interpretation and performance of a joint venture contract, as well as to the settlement of disputes.Article 13 The Articles of association of a joint venture shal1 include the following main pa

33、rticulars：1. the name of the joint venture and its legal address；2. the purpose, business scope and duration of the joint venture；3. the names. countries of registration and legal addresses of parties to the joint venture, and the names, positions and nationalities of the legal representatives there

34、of:4. the total amount of capital contribution, registered capital of the joint venture, the amount and proportion of capital contribution of each party to the joint venture, the form of contribution, the contribution payment period, stipulations concerning equity transfer, the proportions of profit

35、 distribution and losses to be borne by parties to the joint venture；5. the composition of the board of directors, its responsibilities, powers and rules of procedure, the term of office of the directors, and the responsibilities of its chairman and vice-chairman；6. the setting up of management orga

36、nizations, rules for handling routine affairs, the responsibi1ities of the general manager, deputy general manager and other high-ranking managerial personnel, and the method of their appointment and dismissal；7. the principles governing financial, accounting and auditing systems；8. dissolution and

37、liquidation； and9. procedures for amendment of the Articles of association.Article 14 The agreement, contract and Articles of association of a joint venture shall come into force upon approval by the examination and approval authorities The same applies to amendments theretoArticle 15 The examinatio

38、n and approval authorities and the registration authority are responsible for supervising and checking the execution of the joint venture contract and Articles of association.Chapter III Form of Organization and Registered CapitalArticle 16 A joint venture shal1 be a 1imited liability company. The 1

39、iability of each party to the joint venture is limited to the amount of capital contribution subscribed by it.Article 17 The total amount of capital contribution (including loans) of a joint venture refers to the sum of basic construction funds and the 1iquidity funds for production required to be i

40、nvested in conformity with the joint ventures production scale as set out in the contract and the Articles of association of the joint ventureArticle 18 The registered capital of a joint venture refers to the total amount of capital contribution registered with the registration authority for the est

41、ablishment of the joint venture It shall be the total amount of capital contribution subscribed by parties to the joint venture The registered capital shall generally be denominated in Renminbi, or may be in a foreign currency agreed upon by the parties to the joint ventureArticle 19 The registered

42、capital of the joint venture may not be reduced during the operation term of the joint venture If there is a genuine need for reduction due to the changes in the total amount of capital contribution and the production and operation scale, it shall be subject to the approval of the examination and ap

43、proval authoritiesArticle 20 If one party to the joint venture intends to transfer all or part of its equity to a third party, consent shal1 be obtained from the other party to the joint venture, and approval from the examination and approval authorities is required. The formalities for change of re

44、gistration shal1 be handied with the registration authorityWhen one paity transfers all or part of its equity to a third party, the other party shall have preemptive rightWhen one party transfers its equity to a third party, the conditions for such transfer may not be more favorable than those for t

45、he other party to the joint ventureWhere the above stipulations are violated, no transfer shall be validArticle 21 Any increase in or reduction of the registered capital of a joint venture shall be approved by the board meeting and submitted to the examination and approval authorities for approva1.

46、The formalities for change of registration shall be handled with the registration authorityChapter IV Forms of Capital ContributionArticle 22 A party to a joint venture may make its capital contribution in money or in the form of buildings, factory premises, machinery, equipment or other materials,

47、industrial property, proprietary technology. or site use rights, the value of which shall be used as capital contribution. If the capital contribution is in the form of buildings, premises, machinery, equipment or other materials, industrial property or proprietary technology, the value thereof shal

48、l be determined by the parties to the joint venture through consultation and on the basis of fairness and reasonableness or shall be appraised by a third party agreed upon by the parties to the joint ventureArticle 23 The capital contribution in foreign currency made by the foreign party shall be co

49、nverted into Renminbi or cross exchanged into a predetermined foreign currency at the standard exchange rate published by the Peoples Bank of China on the day the payment is madeIf there is a need for cash contribution in Renminbi made by the Chinese party to be converted into a foreign currency, it

50、 shall be converted at the standard exchange rate published by the Peoples Bank of China on the day the payment is made Article 24 The machinery, equipment or other materials contributed by the foreign party as capital contribution shall be those that are indispensable for the production of the join

51、t ventureThe valuation of the machinery, equipment or other materials as mentioned in the preceding paragraph may not be higher than the current internatiorml market price of machinery, equipment and other materials of the same kindArticle 25 The industrial property or proprietary technology contrib

52、uted by theforeign party to a joint venture shall meet one of the following conditions：1. capable of markedly improving the performance, quality of existing products and raising productivity； or2. capable of notably saving raw materials, fuel or powerArticle 26 The foreign party to a joint venture w

53、ho makes its capitai contributions in the form of industrial property or proprietary technology shal1 deliver documentstion relating thereto, including photocopies of the patent or trademark registration certificates, statements of validity, technical features and practical value thereof, the basis

54、for calculating the value as we11 as the agreement signed with the Chinese party to the joint venture on the value thereof, as annexes to the contractArticle 27 The machinery, equipment or other materials, industrial property or proprietary technology contributed by the foreign party to the joint ve

55、nture shal1 be reported to the examination and approval authorities for further approva1.Article 28 Each party to the joint venture shall make its capital contribution in full and within the time 1imit stipulated in the joint venture contract If a party delays in making its capital contribution or f

56、ails to make its contribution in full, it shall pay interest on such default or compensate for the losses pursuant to the provisions of the contractArticle 29 The capital contribution made by each party to a joint venture shal1 be verified by a certified public accountant registered in China, who sh

57、al1 issue a capital verification report on the basis of which the joint venture shal1 issue a capital contribution certificate to the parties to the joint venture The capital contribution certificate shall include the following particulars： name of the joint venture, the day, month and year of the e

58、stablishment of the joint venture, the names of the parties to the joint venture and their capital contribution, the date, month and year on which their capital contribution is made, and the date, month and year of the issuance of capital contribution certificatesChapter V Board of Directors and Bus

59、iness Management OrganizationArticle 30 The board of directors shal1 be the highest authority of a joint venture, which shall decide al 1 major issues concerning the joint ventureArticle 31 The board of directors shal1 consist of no less than three members The number of directors to be appointed by each par