Administrative Measures on Establishment of Partnership Enterprises by Foreign Enterprises or Indivi
Administrative Measures on Establishment of Partnership Enterprises by Foreign Enterprises or Individuals in China
Article1 These measures are formulated in accordance with the Partnership Enterprise Law of the People’s Republic of China (hereinafter referred to as the “Partnership Enterprise Law”) for the purpose of regulating the conduct of establishing partnership enterprises by foreign enterprises or individuals in China, faciliting the investment by establishing an partnership enterprise by foreign enterprises or individuals in China and expanding foreign economic cooperation and technology exchange.
Article2 The establishment of partnership enterprises by foreign enterprises or individuals in China herein refers to two or more foreign enterprises or individuals establishing a partnership enterprise in China or foreign enterprises or individuals establishing a partnership enterprise in China with Chinese natural persons,legal persons and other organizations.
Article3Where foreign enterprises or individuals establish a partnership enterprise in China, the Partnership Enterprise Law and other relevant laws, administrative regulations and rules shall be observed and relevant industrial policies on foreign investment shall be complied with.
The lawful rights and interests of foreign enterprises or individuals establishing partnership enterprises in China shall be protected by law.
The state encourages foreign enterprises or individuals with advanced technology and managerial experience to establish foreign enterprises in China to promote the development of modern service industry and other industries.
Article4The currency contributed by foreign enterprises or individuals shall be freeely convertible foreign currencies or renminbi lawfully obtained.
Article5Where foreign enterprises or individuals establish a partnership enterprise in China, all partners shall be jointly designate a representative or an agent to file the application for establishment registration with local administration of industry and commerce (hereinafter refer to as the”Enterprise Registration Organ”) authorized by the administrative department of industry and commerce of State Council.
For establishement registration application, documents specified in the Administrative Measures on Registration of Partnership Enterprise of the People’s Republic of China and a statement explaining the compliance with industrial policies on foreign investment shall bu submitted to the Enterprise Registration Organ.
Where the Enterprise Registraiton Organ approves the registration, it shall inform the commerce department at the same level of the relevant registration information at the same time.
Article6In case of any registered items of the partnership enterprise established by foreign enterprises or individuals (hereinafter referred to as the “Foreign Invested Partnership Enterprise”), relevant change registration formalities shall be filed with the Enterprise Registration Organ.
Article7Where the Foreign Invested Partnership Enterprise is dissolved, liquidation shall be carried out in accordance with the Partnership Enterprise Law.The liquidator shall handle the de-registration with the Enterprise Registration Organ within 15days of completion of the liquidation.
Article8Where all foreign partnership of the Foreign Invested Enterprise withdraw from the partnership but the partnership enterprise continues to exist, change registration shall be filed with the Enterprise Registration Organ in accordance with the law.
Article9Where the Foreign Invested Partnership Enterprise handles the changes registration or de-registration, the Enterprise Registration Organ shall inform the commerce department at the same level of the relevant change registration or de-registration information.
Article10 Where matters concerning the registration and administration of Foreign Invested Partnership Enterprise are not provided in these Measures, the Administrative Measures on Registration of Partnership Enterprise of the People’s Republic of China and relevant state regulations shall apply.
Article11 Such matters pertaining to finance and accounting, tax, foreign exchange, custom and personnel entry and exit concerning the establishment of the Partnership enterprises in China by foreign enterprises or individuals shall be handled in accordance with relevant laws, administrative regulations and state regulations.
Article12 Where foreign enterprises or individuals join the partnership enterprise established by Chinese natural persons, legal persons or other organizations, relevant provisions contained herein shall be observed and change registration shall be filed with the Enterprise Registration Organ.
Article13 Where the establishment of the partnership enterprise in China by foreign enterprises or individuals involves the investment project requiring government verification and approval, the verification and approval formalities for the investment project shall bu handled according to relevant state regulations.
Article14 Where there exist state regulations concerning the partnership enterprise established in China by foreign enterprises or individuals with investment as its major business, such provision shall apply.
Article15 The Measures are applicable to establishment of partnership enterprises in the Mainland by enterprises or individuals from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region.
Article16 The Measures shall become effective as of March1, 2010.
