Chapter I General Provisions
Article 1 For purposes of regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals, facilitating foreign enterprises or individuals to invest in China in the form of establishing partnership enterprises and enlarging the foreign economic cooperation and technical exchange, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises (hereinafter referred to as the "Provisions") are hereby formulated in accordance with the Partnership Enterprise Law of the People's Republic of China (hereinafter referred to as the "Partnership Enterprise Law"), the Administrative Measures for the Establishment of Partnership Enterprises in China by Foreign Enterprises or Individuals and the Administrative Measures of the People's Republic of China for the Registration of Partnership Enterprises (hereinafter referred to as the "Administrative Measures for Registration of Partnership Enterprises").
Article 2 For the purpose of the Provisions, the term "foreign-invested partnership enterprises" refers to the partnership enterprises established within the territory of China by more than two foreign enterprises or individuals and those established within the territory of China by foreign enterprises or individuals together with Chinese natural persons, legal persons or other organizations.
Establishment, alteration and cancellation of foreign-invested partnership enterprises shall be governed by the Provisions.
To apply for the registration of foreign-invested partnership enterprises, the applicants shall be responsible for the authenticity of the application materials.
Article 3 Foreign-invested partnership enterprises shall abide by provisions of the Partnership Enterprise Law and the relevant laws, administrative regulations and rules and satisfy the industrial policies regarding foreign investment.
The state encourages foreign enterprises or individuals with advanced technologies and management experience to establish partnership enterprises within the territory of China so as to promote the development of the service industry and other industries.
Foreign-invested partnership enterprises shall not be established in such fields indicated in the Catalogue for the Guidance of Foreign Investment Industries as forbidden categories, "limited to joint ventures", "limited to cooperative joint ventures", "limited to joint ventures and cooperative joint ventures", "Chinese partner shall hold the majority of shares", "Chinese partner shall hold the majority of shares relatively" and those with certain proportion of foreign investment required.
Article 4 Any foreign-invested partnership enterprise shall not commence operational activities until it has been legally registered and obtained the Business License of Foreign-invested Partnership Enterprise.
Article 5 The State Administration for Industry and Commerce shall be in charge of the nationwide registration administration of foreign-invested partnership enterprises.
Local authorities for industry and commerce authorized by the State Administration for Industry and Commerce to approve and register foreign-invested enterprises (hereinafter referred to as the "registration authorities") shall be responsible for the registration administration of foreign-invested partnership enterprises within their own jurisdiction.
The authorities for industry and commerce of provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan and sub-provincial cities shall be responsible for the registration administration of foreign-invested partnership enterprises taking investment as their principal business.
Chapter II Registration of Establishment
Article 6 To establish a foreign-invested partnership enterprise, conditions specified in the Partnership Enterprise Law and the Administrative Measures for Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals shall be satisfied.
Solely state-owned companies, state-owned enterprises, listed companies and public welfare institutions and social organizations shall not be general partners of the said partnership enterprises.
Article 7 Registration particulars of foreign-invested partnership enterprises include:
1. name;
2. principal business premises;
3. executive partners;
4. business scope;
5. partnership enterprise type; and
6. partners' name or title, state (region) and residence, responsibility assuming mode, amount of subscribed or actually contributed capital, time limit for contribution, modes of contribution and assessment methods.
Where the partnership agreement stipulates the term of partnership, registration particulars shall include the term of partnership.
Where executive partners are foreign enterprises, Chinese legal persons or other organizations, registration particulars shall include representatives designated by such foreign enterprises, Chinese legal persons or other organizations (hereinafter referred to as "designated representatives").
Article 8 The name of a foreign-invested partnership enterprise shall conform to the state provisions concerning administration of enterprise name registration.
Article 9 Any foreign-invested partnership enterprise shall have only one principal business premise, and such premise shall be located within the administrative region of the registration authority where such partnership enterprise is registered.
Article 10 Where the partnership agreement makes no provision or all general partners make no decision on entrusting executive partners, all general partners are executive partners.
Limited partners shall not be executive partners.
Article 11 Types of foreign-invested partnership enterprises include foreign-invested general partnership enterprises (including special general partnership enterprises) and foreign-invested limited partnership enterprises.
Article 12 For establishing foreign-invested partnership enterprises, representatives designated or proxies jointly appointed by all partners shall apply to the registration authorities for registration of establishment.
For applying for establishment of a foreign-invested partnership enterprise, the following documents shall be provided to the registration authority:
1. application form for registration of establishment signed by all partners;
2. partnership agreement signed by all partners;
3. entity qualification certificates or identity certificates of natural persons of all partners;
4. certificate of principal business premise;
5. power of attorney for representatives designated or proxies entrusted by all partners;
6. confirmation letter of all partners for capital subscribed or actually contributed by each partner;
7. explanations signed by all partners for satisfying industrial policy of foreign investment;
8. credit reference issued by a financial institution that has business connections with the foreign partner;
9. Power of Attorney for Service of Process executed by the foreign partner and domestic recipient of legal documents; and
10. other relevant documents specified herein.
Where establishment of foreign-invested enterprises shall be subject to approval as specified in laws, administrative regulations or provisions of the State Council, the relevant approval certificate shall be provided in addition.
Entity qualification certificates or natural person identity certificates of foreign partners and their overseas residence certificates shall be subject to notarization and attestation by competent authorities of the country where they reside and to the authentication by the Chinese embassy (consulate) stationed in that country. Entity qualification certificates or natural person identity certificates of partners from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Region and their overseas residence certificates shall be governed by the relevant existing provisions.
The Power of Attorney for Service of Process shall clearly authorize the domestic agent to accept the service of legal documents and set out the name or title, address and contact method of the agent. The agent may be an enterprise established or a foreign-invested partnership enterprise to be established (in this case, the authorization will take effect after such foreign-invested partnership enterprise is established) within the territory of China by the foreign partner or other relevant domestic entities or individuals.
Article 13 Where the business scope of a foreign-invested partnership enterprise involves any industry, engagement in which requires a pre-registration approval as specified in laws, administrative regulations or provisions of the State Council, the approval certificate shall be provided to the registration authority.
Article 14 Where foreign partners make capital contribution with the Chinese currency they earned legally within the territory of China, they shall provide the relevant certificates and documents including a foreign exchange business approval certificate of capital item for reinvesting with domestic CNY profits or other legal CNY proceeds issued by the foreign exchange administration authorities.
Article 15 Where capital is contributed in kind, intellectual property right, land use right or other property rights, if the value is determined by all partners through negotiations, a confirmation letter of pricing signed by all partners through negotiations shall be provided to the registration authority; if all partners decide to appoint a legal assessment institution to assess the value, a certificate of pricing through assessment shall be provided to the registration authority issued by a Chinese domestic qualified assessment institution.
Where foreign partners make capital contribution in labor, a foreigner employment license shall be provided to the registration authority, specific procedures of which shall be governed by the relevant state provisions.
Article 16 Where professional qualification certificates of partners are required for establishment of a special general partnership enterprise as specified in laws and administrative regulations, the relevant certificates shall be provided to the registration authority in accordance with provisions of the relevant laws and administrative regulations.
Article 17 The incorporation date of a foreign-invested partnership enterprise is the date on which the business license thereof is issued.
Chapter III Registration of Alteration
Article 18 In case of any alteration of registration particulars of a foreign-invested partnership enterprise, such partnership enterprise shall apply for registration of alteration to the original registration authority within 15 days after such alteration is decided or happens.
Article 19 For applying for registration of alteration, the foreign-invested partnership enterprise shall provide the original registration authority with the following documents:
1. application form for registration of alteration signed by its executive partners or authorized representatives;
2. resolution of alteration signed by all general partners or that signed by persons stipulated in the partnership agreement; and
3. other relevant documents as specified herein.
Where approval is required for the issues under alteration as specified in laws, administrative regulations or provisions of the State Council, the approval documents shall be provided in addition.
Where such registration particulars as executive partners, partnership enterprise type, name or title, responsibility assuming mode, amount of subscribed or actually contributed capital, time limit of contribution, mode of capital contribution and assessment method change, all signatures on the relevant application documents shall be subject to the notarization of a qualified Chinese notary agency.
Article 20 For changing its principal business premise, the foreign-invested partnership enterprise shall apply for registration of alteration and provide the certificate for use of the new principal business premise.
Where the new principal business premise is located out of the jurisdiction of the original registration authority, the foreign-invested partnership enterprise shall apply for the registration of alteration to the registration authority of the place it transfers into and if such registration authority accepts the registration, the original registration authority shall transfer the enterprise' registration archives to such registration authority.
Article 21 For changing executive partners, the foreign-invested partnership enterprise shall provide the revised partnership agreement signed by all partners.
Where the new executive partners are foreign enterprises, Chinese legal persons or other organizations, power of attorney and identity certificates of natural persons for the appointed representatives and shall be provided in addition.
In case of changing appointed representatives of executive partners, power of attorney and identity certificates of natural persons for the successor representatives shall be provided.
Article 22 Where a foreign-invested partnership enterprise changes its business scope, explanations for satisfying the industrial policies of foreign investment shall be provided.
Where the changed business scope falls into the industries that are subject to the pre-registration approval as specified by laws, administrative regulations or provisions of the State Council, the partnership enterprise shall apply for registration of alteration to the original registration authority within 30 days after approved by the relevant authorities.
Where any item of a foreign-invested partnership enterprise' business scope that shall be subject to approval as required by laws, administrative regulations or provisions of the State Council is revoked, or the license or other approval certificate of such item is canceled or expires, the partnership enterprise shall apply for registration of alteration or cancellation with the original registration authority within 30 days after the license or other approval certificate is revoked, cancelled or expires.
Article 23 For changing the type of the partnership enterprise, the foreign-invested partnership enterprise shall apply for registration of alteration in accordance with the establishment conditions of the proposed type within the specified time limit and provide the relevant documents in accordance with the law.
Article 24 Where partners of a foreign-invested partnership enterprise change their names (titles) or residence, certificates for such change of name (title) or residence shall be provided.
Where foreign partners of a foreign-invested partnership enterprise change their names (titles), countries (regions) or overseas residence, the certificates shall be subject to notarization and attestation by competent authorities of the country where they reside and to the authentication by the Chinese embassy (consulate) stationed in that country. Such certificates of changes of partners from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan shall be governed by the relevant existing provisions.
Article 25 Where any partner increases or reduces the capital contribution to a foreign-invested partnership enterprise, the confirmation letter for capital subscribed or contributed by such partner signed by all partners or persons stipulated in the partnership agreement shall be provided to the original registration authority.
Article 26 Where any new partner joins, the foreign-invested partnership enterprise shall apply for registration of alteration to the original registration authority, and the relevant provisions of Chapter II hereof shall apply mutatis mutandis to the documents to be provided.
Where any new partner joins by acquiring part or all shares of a former partner of the foreign-invested partnership enterprise, the agreement of share transfer shall be provided.
Article 27 Where the partnership continues to exist after all foreign partners of a foreign-invested partnership enterprise withdraw from the partnership, an application for alteration of registration shall be made in accordance with provisions of the Administrative Measures for Registration of Partnership Enterprises.
Article 28 Where changes of a partnership agreement involve no registration particulars, the foreign-invested partnership enterprise shall present the revised partnership agreement or the decision of revising the partnership agreement to the original registration authority for filing.
Article 29 Where a foreign partner changes its domestic recipient of legal document service, the Power of Attorney for Service of Process shall be re-signed and presented to the original registration authority for filling.
Article 30 Where alteration of registration particulars of a foreign-invested partnership enterprise involves the change of a business license, the registration authority shall reissue a business license.
Chapter IV Registration of Cancellation
Article 31 Liquidation shall be conducted by the liquidator in accordance with the Partnership Enterprise Law in case of dissolution of a foreign-invested partnership enterprise. The liquidator, within ten days after being determined, shall present the name list of liquidation officers to the registration authority.
Article 32 The liquidator shall go through cancellation registration with the original registration authority within 15 days upon completion of the liquidation in case of dissolution of a foreign-invested partnership enterprise.
Article 33 For cancellation registration of a foreign-invested partnership enterprise, the following documents shall be provided:
1. application form for cancellation registration signed by the liquidator;
2. bankruptcy award of the people's court, resolution made by the foreign-invested partnership enterprise subject to the Partnership Enterprise Law, orders of administrative agencies for closing, documents presenting that the foreign-invested partnership enterprise has its business license revoked or is cancelled according to laws; and
3. liquidation report affixed with all partners' signatures and seals (the liquidation report shall set out explanations for completion of tax and customs formalities).
Where a foreign-invested partnership enterprise in possession of branches applies for cancellation registration, the certificate of cancellation registration of the branches shall be provided.
When a foreign-invested partnership enterprise goes through cancellation registration, it shall return its business license.
Article 34 A foreign-invested partnership enterprise terminates upon registration of cancellation by the registration authority.
Chapter V Registration of Branches
Article 35 To establish branches, the foreign-invested partnership enterprise shall apply for establishment registration with the registration authority in the place where the branch is located.
Article 36 Registration particulars of a branch include its name, business premise, business scope, and name and residence of the person in charge of this branch.
The business scope of a branch shall not go beyond that of the foreign-invested partnership enterprise.
If a foreign-invested partnership has cooperation term, registration particulars of its branch shall include business term, which shall not exceed the cooperation term of the foreign-invested partnership enterprise.
Article 37 To establish a branch, the foreign-invested partnership enterprise shall provide the following documents to the registration authority in the place where the branch is located:
1. application for the establishment of the branch;
2. decision on branch establishment executed by all partners;
3. copy of business license of the partnership enterprise attached with the official seal;
4. power of attorney and identity certificates of the person in charge of the proposed branch appointed by all partners;
5. certificates of business premise; and
6. other relevant documents specified herein.
Article 38 Where the business scope of a branch falls into the industry that shall be subject to the pre-registration approval as specified in laws, administrative regulations or provisions of the State Council, the approval documents shall be provided to the registration authority in the place where the branch is located.
Article 39 The provisions concerning alteration and cancellation registration of foreign-invested partnership enterprises hereof shall mutatis mutandis to the application for alteration or cancellation registration of its branch by a foreign-invested partnership enterprise.
Article 40 A foreign-invested partnership enterprise shall, within 30 days after the establishment of its branch is registered, go through filing formalities with the original registration authority by strength of a copy of business license of the branch attached with seal.
If registration particulars of a branch change, the governing foreign-invested enterprise shall go through filling formalities with the original registration authority within 30 days after registration of such alteration.
To apply for deregistration of a branch, the foreign-invested partnership enterprise shall go through filling formalities with the original registration authority within 30 days after deregistration of the branch.
Article 41 The incorporation date of the branch of a foreign-invested partnership enterprise shall be the date when the business license thereof is issued.
Chapter VI Registration Procedures
Article 42 Where the applicant provides complete and legal materials and the registration authority may register on the spot, on-spot registration shall be made and business license shall be issued (renewed).
Except for the circumstance said above, registration authorities shall make decision on whether to register within 20 days after accepting the application. Where registration is allowed, business license shall be issued (renewed); and where registration is not allowed, written reply and explanations shall be given.
For restricted items requiring no prior legal approval in the Catalogue for the Guidance of Foreign Investment Industries or other items involving responsibilities of relevant authorities, registration authorities shall solicit opinions from the relevant authorities within five days after accepting application. The registration authorities shall make decision on whether to register within five days after receiving the written opinions of the relevant authorities. Where registration is allowed, business license shall be issued (renewed); otherwise, written reply and explanation shall be given.
Article 43 Where a foreign-invested partnership enterprise involves items for which government approval is required, the investment items shall be subject to approval formalities in accordance with the relevant state provisions.
Article 44 For registration of establishment, alteration and cancellation of foreign-invested partnership enterprises, the registration authorities shall circulate a notice of the information regarding registration of enterprise establishment, alteration and cancellation to competent commercial authorities at the same level.
Article 45 Registration authorities shall record registration particulars of registered foreign-invested partnership enterprises in the register of foreign-invested partnership enterprises for reference and reproduction by the public.
Article 46 Where a registration authority revokes the business license of a foreign-invested partnership enterprise, it shall make an announcement.
Chapter VII Publicity of the Annual Report and License Administration
Article 47 Any foreign-invested partnership enterprise shall submit the annual report for the previous year to the registration authority and publicize the same to the society through the enterprise credit information publicity system from January 1 through June 30 each year.
Article 48 The business license is presented in the original and the duplicate copies, both of which have the equal legal effect.
Any foreign-invested partnership enterprise and its branch may apply to the registration authorities for several duplicate copies of the business license as required by their business.
The original copy of the business license shall be put in an eye-catching place at the business premise.
Article 49 No entities and individuals may alter, sell, lease, lend or transfer the business license in any other forms.
Where business license is lost or damaged, the foreign-invested partnership enterprise shall announce it invalid on a newspaper designated by the registration authority, and shall apply to the registration authority for reissuance or replacement.
Article 50 The format of registration documents of foreign-invested partnership enterprises and branches, and the style for the original and duplicate copies of the business license shall be prepared by the State Administration for Industry and Commerce.
Chapter VIII Legal Liabilities
Article 51 Any entity or person engages in partnership businesses in the name of a foreign-invested partnership enterprise without a business license shall be punished by registration authorities in accordance with provisions of Article 36 of the Administrative Measures for Registration of Partnership Enterprise.
Where a foreign-invested partnership enterprise engages in forbidden items on the Catalogue for the Guidance of Foreign Investment Industries or unregistered restricted items, it shall be punished by the registration authorities and other competent authorities in accordance with provisions of the Measures for Investigating and Banning No-license Operation, and if otherwise prescribed in laws, administrative regulations or by the State Council, such provisions shall prevail.
Article 52 Where a foreign-invested partnership enterprise is registered by providing false documents or employing other fraudulent means, it shall be punished by the registration authorities in accordance with the provisions of Article 37 of the Administrative Measures for Registration of Partnership Enterprises.
Article 53 Where a foreign-invested partnership enterprise fails to go through registration formalities for changes in registration particulars in accordance with the Provisions, it shall be punished by the registration authorities in accordance with the provisions of Article 38 of the Administrative Measures for Registration of Partnership Enterprises.
Article 54 Where a foreign-invested partnership enterprise fails to specify the words of "general partnership", "special general partnership" or "limited partnership" approved by the registration authorities in the name it used, it shall be punished by the registration authorities in accordance with the provisions of Article 39 of the Administrative Measures for Registration of Partnership Enterprises.
Article 55 Where a foreign-invested partnership enterprise fails to go through, in accordance with the Provisions, the filing formalities for amendments to the agreement, branches, and the name list of liquidation officers, which are irrelevant to the registration particulars, it shall be punished by the registration authorities in accordance with provisions of Article 40 of the Administrative Measures for Registration of Partnership Enterprises.
Where a foreign-invested partnership enterprise fails to go through filing formalities for power of attorney for legal document service regarding its foreign partners in accordance with the Provisions, the registration authorities shall order it to make rectifications; and if the rectifications are not made within the specified time limit, the registration authorities will impose a fine of less than CNY 2,000.
Article 56 Where the liquidator of a foreign-invested partnership enterprise fails to provide the registration authorities with liquidation report, or the provided report conceals important facts or has major omissions, the registration authorities shall make punishment in accordance with the provisions of Article 41 of the Administrative Measures for Registration of Partnership Enterprises.
Article 57 Where any foreign-invested partnership enterprise fails to put the original copy of the business license in an eye-catching place at its business premise, the registration authorities shall make punishment in accordance with the provisions of Article 44 of the Administrative Measures for Registration of Partnership Enterprises.
Article 58 Where any foreign-invested partnership enterprise alters, sells, leases, lends, and transfers business license in any other form, the registration authorities shall make punishment in accordance with the provisions of Article 45 of the Administrative Measures for Registration of Partnership Enterprises.
Article 59 Where any foreign-invested partnership enterprise conducts any illegal act specified in the Chapter, the relevant provisions of the Chapter shall apply.
Article 60 Where any registration authority, in violation of the industrial policies, registers those unqualified or fails to register those qualified, administrative responsibilities shall be investigated on the persons directly responsible or in principal charge in accordance with the law.
Punishments shall be imposed in accordance with the law on personnel of the registration authorities who abuse powers, solicit individual interests by committing irregularities, take bribes or infringe on legal rights and interests of foreign-invested partnership enterprises.
Chapter IX Supplementary Provisions
Article 61 Where any foreign enterprise or individual joins a partnership enterprise established within the territory of China by Chinese natural persons, legal persons or other organizations, the Provisions shall be complied with and the application for alteration registration shall be filed with the registration authorities.
Article 62 Domestic investments by a foreign-invested partnership enterprise taking investment as the main business shall be subject to the state laws, administrative regulations and rules concerning foreign investment.
Article 63 Where any foreign-invested investment company or venture capital investment enterprise establishes a partnership enterprise within the territory of China or joins any partnership enterprise established by Chinese natural persons, legal persons or other organizations, the Provisions shall apply mutatis mutandis.
Article 64 Upon completion of registration formalities in accordance with the Provisions, a foreign-invested partnership enterprise shall go through formalities for foreign exchange, tax, customs, etc. in accordance with the law.
Article 65 Where enterprises or individuals from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Region establish partnership enterprises or join partnership enterprises established by natural persons, legal persons or other organizations in the mainland of China, the Provisions shall apply mutatis mutandis.
Article 66 The Provisions shall come into force as of March 1, 2010.
